Full Year 2024 Results Announcement

PensionBee Group plc

12 March 2025

PensionBee Group plc

Incorporated in England and Wales

Registration Number: 13172844

LEI: 2138008663P5FHPGZV74

ISIN: GB00BNDRLN84

A yellow and black logo Description automatically generated with low confidence

12 March 2025

PensionBee Group plc

Full Year Results for the year ended 31 December 2024

A Transformational Year of Great Opportunity and Delivery

Strong performance in 2024, Driven by Successful Strategy Execution

Group achieves Adjusted EBITDA breakeven, supported by UK Adjusted EBITDA profitability

PensionBee Group plc ('PensionBee' or the 'Company'), a leading online retirement account provider, today announces its audited full year results for the year ended 31 December 2024.

Summary¹

● Assets under Administration increased by 34% year on year to £5.8bn (2023: £4.4bn), underpinned by strong Net Flows from new and existing customers, and supportive markets. As a result, Revenue increased by 39% year on year to £33.2m (2023: £23.8m). Annual Run Rate Revenue increased by 36% to £38m (2023: £28m).

● PensionBee's customer proposition continued to make retirement planning for its customers straightforward and enjoyable. The Invested Customer base increased by 16% year on year to 265,000 (2023: 229,000), driven by continued brand awareness of 57% (2023: 50%). The Customer Retention Rate (>95%) remained high and stable (2023: >95%).

● In the UK, our brand awareness grew, we continued to innovate our product offering and we maintained our industry-leading customer service. We invested in our ongoing operational scalability, including through the introduction of AI.

● In the US, we laid the foundations for our long-term growth through our partnership with State Street and our rapid product launches, backed by our UK technology stack and deep expertise.

● Adjusted EBITDA breakeven for the Group was achieved for the full year of 2024 (FY 2024: £0.4m and FY 2023: £(8.2)m)), with an Adjusted EBITDA Margin of 1% (FY 2023: (35)%). UK Adjusted EBITDA was positive for the full year of 2024, recording an Adjusted EBITDA Margin of 7%, marking a significant milestone, delivered in line with guidance.

● Profit/(Loss) before Tax narrowed to £(3.1)m in 2024 as compared to £(10.7)m in 2023, an improvement of 71%, reflecting progress made and showcasing the operating leverage in the business model. Correspondingly Basic Earnings per Share narrowed to (1.38)p (2023: (4.73)p).

Romi Savova, Chief Executive Officer of PensionBee, commented:

"We are pleased to report strong full year results for 2024, reaching approximately £6 billion in Assets under Administration on behalf of 265,000 Invested Customers. Coinciding with our ten year anniversary since inception, we launched our US business, taking an important step in creating a global leader in the consumer retirement market.

In this transformative year, we were pleased to achieve significant Revenue growth, ending the year with Annual Run Rate Revenue of £38m. We fulfilled our long-standing ambition of achieving Adjusted EBITDA profitability in the UK, and also achieved Adjusted EBITDA breakeven for the Group in conjunction with making a significant investment in our US business.

In the UK, we continued to execute on our growth strategy, optimising our marketing expenditure while growing our brand awareness, continuing to innovate our product offering, delivering exceptional customer service, and investing in automation to drive operational scalability, including through the introduction of AI.

In the US, we laid the foundations for our long-term growth through our partnership with State Street. We established our diversified multi-medium marketing strategy, laid the foundations for rapid product iteration backed by our UK technology stack and our deep expertise, and launched our native mobile app in December. Our £20 million capital raise will enable us to accelerate the growth of our US business in the coming years.

Looking forward to 2025, the opportunities for PensionBee are considerable. Now able to serve 85% of the global Defined Contributions retirement market, we remain dedicated to building retirement confidence for our customers across the UK and the US, to achieve our long-held vision: a world where everyone can enjoy a happy retirement."

Group Financial Guidance Framework¹

The Company is pleased to confirm that the guidance relating to 2024 has been achieved within the guidance framework previously presented at its Capital Markets Day.

Revenue Objectives:

● PensionBee expected Revenue for the Group to exceed £30m for the full year 2024

○ Delivered: PensionBee achieved Revenue of £33.2m for the Group.

● Ambition to reach >£100m of Revenue for the Group in the short to medium term (by year 5), with a longer term (5 to 10 years) ambition to exceed £250m.

Profitability Objectives:

● PensionBee expected to reach Adjusted EBITDA breakeven for the Group for the full year 2024.

○ Delivered: PensionBee achieved Adjusted EBITDA breakeven for the Group of £0.4m.

● Ambition to reach Adjusted EBITDA Margin for the Group of approximately 20% in the short to medium term (by year 5), with a longer term (5 to 10 years) ambition to reach c.50%.

Looking Forward to 2025

In the UK, PensionBee has begun increasing its marketing expenditure and, assuming supportive markets throughout the year, will continue to do so. PensionBee is introducing further enhancements to its customer experience and a simplification of its plan range to align with customer segments. Over 2025, PensionBee will further operationalise its proprietary AI bot, 'Beetrix', which is currently supporting internal operations.

In the US, PensionBee will continue laying the core foundations for the offering, establishing brand awareness and customer acquisition capabilities, automating the sources of net inflows, offering the required products to absorb net inflows and launching functionality to attract customers at scale.

Group Financial Highlights¹

		As at Year End
Group Metrics (unless otherwise stated)	Dec-2022	Dec-2023	Dec-2024	2023-24 YoY
Revenue (£m)	17.7	23.8	33.2	39%
Adjusted EBITDA (£m)²	(19.5)	(8.2)	0.4	n/m
Adjusted EBITDA Margin (% of Revenue)	(110)%	(35)%	1%	+36ppt
Profit/(Loss) before Tax (£m)	(22.4)	(10.7)	(3.1)	71%
Profit/(Loss) before Tax Margin (% of Revenue)	(127)%	(45)%	(9)%	+36ppt
Basic Earnings per Share	(9.97)p	(4.73)p	(1.38)p	71%

		As at Year End
	Dec-2022	Dec-2023	Dec-2024	2023-24 YoY
UK Revenue (£m)	17.7	23.8	33.4	44%
UK Adjusted EBITDA (£m)³	(19.5)	(8.2)	2.4	n/m
UK Adjusted EBITDA Margin (% of Revenue)	(110)%	(35)%	7%	+41ppt

		As at Year End
	Dec-2022	Dec-2023	Dec-2024	2023-24 YoY
US Revenue (£m)	nil	nil	nil	n/m
US Adjusted EBITDA (£m)⁴	nil	nil	(1.9)	n/m
US Adjusted EBITDA Margin (% of Revenue)	nil	nil	n/a	n/m

Non-Financial Highlights

		As at Year End
Group Metrics (unless otherwise stated)	Dec-2022	Dec-2023	Dec-2024	2023-24 YoY
AUA (£m)	3,025	4,350	5,841	34%
AUA Retention Rate (% of AUA)	97%	96%	96%	stable at >95%
Invested Customers (thousands)	183	229	265	16%
Customer Retention Rate (% of IC)	97%	96%	96%	stable at >95%
Cost per Invested Customer (£)⁵	248	241	242	within threshold
Revenue Margin (% of AUA)	0.63%	0.64%	0.64%	Stable

		As at Year End
Group Metrics (unless otherwise stated)	Dec-2022	Dec-2023	Dec-2024	2023-24 YoY
Opening AUA (£m)	2,587	3,025	4,350	44%
Gross Inflows (£m)	1,060	1,174	1,334	14%
Gross Outflows (£m)	(197)	(318)	(459)	45%
Net Inflows (£m)	863	857	876	2%
Market Growth and Other (£m)	(424)	468	615	n/m
Closing AUA (£m)	3,025	4,350	5,841	34%

Notes:

1. For definitions, see Operating and Financial Review section and Measuring our Performance section.

2. Adjusted EBITDA is the Operating Profit/(Loss) for the period before Taxation, Finance Costs, Finance Income, Depreciation and Amortisation Expense, Share-based Payments and Expansion Costs.

3. UK Adjusted EBITDA includes Other Income of £1.2m arising from inter-company transactions with PensionBee US. All inter-company transactions are calculated on an arm's length basis.

4. US Adjusted EBITDA includes Technology Platform Costs & Other Operating Expenses of £1.2m arising from inter-company transactions with PensionBee UK. All inter-company transactions are calculated on an arm's length basis.

5. Cost per Invested Customer ('CPIC') means the cumulative UK Advertising and Marketing Expenses incurred since PensionBee commenced trading up until the relevant point in time divided by the cumulative number of UK Invested Customers at that point in time. This measure monitors cost discipline of customer acquisition. PensionBee's desired UK CPIC threshold is £200-£250. At present, this metric relates only to the UK business. Due to the early stage of the US business, CPIC is not yet indicative of its long-term potential.

ppt - A ppt is a percentage point. A percentage point is the unit for the arithmetic difference of two percentages.

* PensionBee's Key Performance Indicators include an alternative performance measure ('APM') which is Adjusted EBITDA. APMs are not defined by International financial Reporting Standards ('IFRS') and should be considered together with the Group's IFRS measurements of performance. PensionBee believes this APM assists in providing greater insight into the underlying performance of PensionBee and enhances comparability of information between reporting periods.

Analyst, Investor and Press Presentation

A copy of the 2024 Full Year Results announcement and presentation will be made available post-market close on 12 March 2025 for download at pensionbee.com/investor-relations. A recording of the presentation will follow.

Investor Meet Company Presentation

Romi Savova and Christoph J. Martin will also provide a live presentation relating to the Full Year Results via Investor Meet Company on 12 March 2025 at 5:00pm UK (GMT) / 1.00pm US (EST).

The presentation is open to all existing and potential shareholders.

Investors can sign up to the Investor Meet Company for free and add to meet PensionBee via:

investormeetcompany.com/pensionbee-group-plc/register.

Investors who already follow the Company on the Investor Meet Company platform will automatically be invited.

Enquiries

Press

Steven Kennedy

press@pensionbee.com

+44 20 3557 8444

Analysts and Investors

investor@pensionbee.com

About PensionBee

PensionBee is creating a global leader in the consumer retirement market with £6 billion in assets on behalf of more than 265,000 customers.

Founded in 2014, we aspire to make as many people as possible pension confident so that everyone can enjoy a happy retirement. We help our customers to combine their retirement savings into a new online account, which they can manage from the palm of their hand.

PensionBee accounts are invested by the world's largest investment managers, collectively looking after more than $10 trillion in savings between them. Each PensionBee customer has a personal account manager ("BeeKeeper") to guide them through their savings and retirement journey. PensionBee has an "Excellent" Trustpilot rating based on 11,500 reviews.

As a public company, we aspire to the highest standards in everything we do because our customers deserve peace of mind. Our team of approximately 204 professionals, based in London and New York, has one focus: you, our customer.

PensionBee is listed on the London Stock Exchange (LON:PBEE).

Forward Looking Statements

Statements that are not historical facts, including statements about PensionBee's or management's beliefs and expectations, are forward-looking statements. The results contain forward-looking statements, which by their nature involve substantial risks and uncertainties as they relate to events and depend on circumstances which will occur in the future and actual results and developments may differ materially from those expressly stated or otherwise implied by these statements.

These forward-looking statements are statements regarding PensionBee's intentions, beliefs or current expectations concerning, among other things, its results of operations, financial condition, prospects, growth, strategies and the industry and markets within which it operates.

These forward-looking statements relate to the date of these results and PensionBee does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of the results.

This announcement is not the Company's statutory accounts. The statutory accounts dealing with the financial year 2024 which this announcement purports to deal with have been delivered to the registrar. An audit report has been made on the Company's statutory accounts for the financial year 2024 with the report containing an unmodified opinion.

Chief Executive Officer's Review

"2024 marked a decade of PensionBee and was a year of phenomenal opportunity. We cemented our position as a pension provider of choice in the United Kingdom and laid the foundations for substantial additional growth with our entry in the United States

…we are excited to be creating a global leader in the consumer retirement market."

Dear fellow shareholder,

2024 marked a decade of PensionBee and was a year of phenomenal opportunity. We cemented our position as a pension provider of choice in the United Kingdom ('UK') and laid the foundations for substantial additional growth with our entry in the United States ('US'). With the UK and the US representing over 85% of global Defined Contribution ('DC') pension assets, we are excited to be creating a global leader in the consumer retirement market.¹

Cementing our Position in the United Kingdom

In the United Kingdom, 2024 marked a decade since our founding. I distinctly remember sketching out the vision for a consumer champion in the pension market over the Christmas break of 2014, a company that would help everyday savers navigate the complexity of the financial services market and prepare for a happy retirement. The name 'PensionBee' emerged (a suggestion from my dad), symbolising the hard work of saving for the future and the combination of disparate accounts in one place.

And what a journey it has been. From a plan on a piece of paper to national recognition, PensionBee has achieved brand awareness of 57% in the UK², built through a significant marketing investment of over £64m since founding.³ 2024 saw us continue our sponsorship of 'extra time' at the Premier League's Brentford Football Club. Extra time is exactly what we aspire to give our customers in the later years of their lives. In honour of our roots and nature, we also continued our sponsorship of National Geographic. We continued creating engaging content for our customers and the broader public, reaching an audience of 258,000 ⁴ through our Pensions Explained Center and blog, while hitting a milestone of more than 250,000 downloads⁵ of our Pension Confident Podcast. Building trust and awareness was accompanied by diligent optimisation of our performance marketing channels, with a particular emphasis on search. The results of our diversified approach to marketing expenditure were evident in the growth of our Assets under Administration ('AUA'), which rose by 34% to £5.8bn and the growth of our customers, which exceeded a quarter of a million.⁶

In many ways 2024 was also a year of preparation for the next 10 years, as we continued to innovate on our approach to product, technology and customer service. PensionBee's business model is rooted in efficiency and harnesses the power of technology to deliver an excellent product and service to our customers while maintaining cost discipline. Core to our technological evolution in 2024 has been the adoption of cutting edge technologies to optimise and accelerate the release of new features that our customers love. Low-code tools, web-standards based mobile app development and harnessing the promise of AI, enable us to take advantage of the latest best practices in software development. Over the coming years, we expect our customers' experience of PensionBee to be elevated through modernised visual and functional enhancements that support our industry-leading 4.7★ service quality and differentiate our offering further.⁷

As we look forward to 2025, our position has been significantly bolstered by the achievement of UK Adjusted EBITDA profitability, in line with the guidance we gave at the time of our IPO. We have always been transparent about our growth ambition in our home market and we intend to deploy surplus cash generated in the UK towards our marketing expenditure to further grow our customer base. This year saw the UK business significantly optimise its marketing budget, delivering a 2% year-on-year increase in Net Flows with a 6% reduction in overall marketing expenditure, highlighting the efficiency and impact of our marketing investments. This represents a very efficient base from which to increase our marketing expenditure over the coming years, with a view to growing our UK business to reach one million customers over the long-term.

Our Entry into the United States, the World's Largest Market

When considering the next ten years, there is much to be said about our expansion to the US, the world's largest Defined Contribution 'DC' pension market with over £22tr in assets.⁸In 2024, we entered the US market in collaboration with our long-standing partner and one of the world's largest money managers, State Street Global Advisors ('State Street'). Despite its size, the US market faces significant challenges in retirement confidence, particularly among mass-market consumers who are vastly underserved. Similar to the UK, Americans frequently change jobs, with the average person expected to hold 12 jobs over their lifetime.⁹ This frequent job switching dynamic, coupled with low workplace saving enrollment, has led to a growing issue of proliferating dormant retirement accounts. In the 2010s, dormant savings accounted for 22% of all workplace accounts; today, this figure has risen to 32%, representing 30m dormant workplace accounts.¹⁰ Simultaneously, Individual Retirement Account ('IRA')¹¹ penetration remains limited, with only a third of households holding traditional IRAs; and these accounts are predominantly held by older, wealthier and married individuals.¹² Individuals with less wealth often feel less confident in selecting and managing investments¹³, which is why it's no surprise that six out of ten Americans wish they could simply press an 'easy button' to delegate their retirement planning to someone else.¹⁴

Our US customer proposition offers the antidote: a straightforward way to consolidate old retirement accounts into a new IRA, helping customers prepare for a happy retirement. Using our unique technological architecture and in-house expertise gained over the last decade, we were able to efficiently lay the foundations for our future US growth. Over the course of 2024, we finalised our commercial arrangement with State Street, registered as an investment adviser with the Securities and Exchange Commission, released a functioning platform and onboarded our very first customers. The year culminated in the release of our native mobile application in the Google Play and Apple App stores in December.

We have also laid the foundations for our multichannel, diversified marketing approach in the US. We have activated our core channels, including search, social media, mobile app campaigns, email nurturing and public relations. The results are promising. The costs to attract new consumers and navigate them through our sign up journey are relatively low and over time can likely be optimised further. Indeed, we believe that in a market of 64m active retirement savers,¹⁵ the marketing opportunities are enormous. Whilst we are moving with speed in the US, we remain focused on our long term vision. We are steadily building our brand name in the US, recognising from past experience, the long-term returns of creating awareness among mass market consumers.

2025: the Year of Capitalising on Opportunity and Growth

We were delighted when our shareholders supported our plans to invest in and accelerate the development of our US venture through a £20m fundraise in October 2024. To achieve our long-term ambitions, our focus on market adaptation in 2025 will be relentless. Enhancing our product offering through US-customised features, such as provider-specific transfer journeys, Roth Individual Retirement Accounts and tax-programmed calculators will unlock further potential among US consumers and enable us to accelerate our marketing expenditure and further customer acquisition opportunities, such as our Safe Harbor Individual Retirement Account.¹⁶ By offering a consumer-oriented solution to employers seeking a new home for former employees' accounts, PensionBee can acquire a significant amount of new customers with relatively smaller accounts and offer them the opportunity to consolidate additional accounts into their new IRA while making tax-advantaged contributions.

In the UK, the need for customers to save for retirement through an efficient and scalable platform has never been greater and the opportunity for PensionBee remains vast. We have evolved from the disruptor in our home market to our current position as a recognised pension provider of choice for many in the UK. This transformation reflects our commitment to delivering accessible and effective pension solutions to the mass market. With the significant milestone of UK Adjusted EBITDA profitability reached,¹⁷ we look forward to continuing to build on this position of strength. The competitive moat that we have developed over the last decade around our scalable technology platform, our innovative product offering, our excellent customer service and our purpose-built investment solutions that reflect customers' needs, remains robust. The strength of our marketing capability together with an increased marketing budget, should see us continue to acquire customers efficiently and capture increasing market share, as we prepare for the 1 million customer mark over the long-term.

Overall, as we look forward to 2025, it seems the opportunities for PensionBee are considerable. Our fantastic team is energised and motivated to achieve PensionBee's long-held vision: a world where everyone can enjoy a happy retirement. Onwards we continue!

Romi Savova

Chief Executive Officer

12 March 2025

Notes:

1. Sources: ICI Releases Quarterly Retirement Market Data Third Quarter 2024. Global Pension Assets Study 2025, Willis Towers Watson. Total global pensions market estimated for 2023. PensionBee calculations of the UK DC Market based on, Master Trust League Table 2024, PPI Asset Allocation Report and historic growth levels from ONS statistics and PensionBee's market calculations in the 2023 Annual Report (Overall UK DC market of £1.5tn is aligned with the FCA's latest figure).

2. PensionBee prompted brand awareness tracker, January 2025. Prompted brand awareness measured through a consumer survey asking 'Which of the following have you heard of?' with respect to UK financial services brands: Aviva 85%, Scottish Widows 75% Standard Life 68%, PensionBee 57%, Hargreaves Lansdown 50%, Vanguard 44%, AJ Bell 43%, Nutmeg 40%, Interactive Investor 18%.

3. £64m of cumulative UK marketing expenditure since inception.

4. 257,567 unique visits to our Pensions Explained Centre and Blogs, recorded from our Looker analytics platform on 31 December 2024.

5. 250,829 downloads of our Pension Confident Podcast recorded from Libsyn and Youtube on 31st December 2024.

6. See definitions in the Measuring our Performance section.

7. Trustpilot score of 4.7★ out of 5 (based on 11,486 reviews) recorded as at 7 January 2025.

8. US DC Market Data: ICI Releases Quarterly Retirement Market Data Third Quarter 2024. Exchange rate of 1 USD = 0.799 GBP applied, as of 31 December 2024.

9. Source: 2020 report from the US Bureau of Labor Statistics.

10. US data based on PensionBee calculations using data from 'Private Pension Plan Bulletin' September 2023, Version 1.0, United States Department of Labor.

11. An individual retirement account ('IRA') is a tax-advantaged retirement savings account into which an individual can contribute either pre- or post-tax money and which grows on either a tax-deferred or tax-free basis.

12. 'The Role of IRAs in US Households' Saving for Retirement, 2023.

13. Economic Well-Being of US Households in 2023, Board Of Governors Of The Federal Reserve System.

14. 2024 Defined Contribution Plan Participant Survey Findings, JP Morgan.

15. Source: US data based on PensionBee calculations using data from 'Private Pension Plan Bulletin' September 2023, Version 1.0, United States Department of Labor.

16. A Roth Individual Retirement Account ('Roth IRA') is a retirement savings account that allows an individual to contribute post-tax money, and then withdraw money tax-free after certain conditions are met. A Safe Harbor Individual Retirement Account is a specialised IRA, established when a qualified retirement savings plan elects to 'force out' small-balance participants (<$7,000) after they have left employment.

17. See definitions in the Measuring our Performance section.

Operating and Financial Review¹

Successful execution of our strategy, together with strong growth and business scalability, resulted in the delivery of a key milestone this year: Adjusted EBITDA breakeven for the Group, supported by Adjusted EBITDA profitability in the UK

PensionBee is a predictable and scalable business, evident in the compounding nature of our Assets under Administration ('AUA'), predictable and recurring Revenue, and Adjusted EBITDA Margin improvement achieved through our scalable cost base².

Trading in 2024 was strong and in line with guidance, with significant growth achieved across our key performance indicators ('KPIs'), leading to the achievement of one of our long standing core financial objectives: Adjusted EBITDA profitability in our UK business for the full year. In addition to this, whilst making a significant investment in our new US business, we achieved Adjusted EBITDA breakeven at a Group level. This important profitability milestone was delivered through growth in new Invested Customers, strong net inflows from both new and existing customers, the scalability of our technology platform, and our unwavering focus on cost discipline.

We are proud to have achieved another year of strong growth, with AUA reaching £5.8bn, an increase of 34% from £4.4bn in 2023. This growth highlights the success of our strategic focus in 2024 on acquiring customers with higher account balances while still expanding our overall customer base. As a result, the number of Invested Customers ('IC') grew by 16% to 265,000 (2023: 229,000). Moreover, this success was amplified by a supportive market environment.

This transformative year reflects a decade of consistent progress, combining strong Revenue growth with business scalability, resulting in the delivery of our Adjusted EBITDA profitability milestone for our UK business for the full year. Revenue for 2024 increased by 39% to £33.2m (2023: £23.8m), driven by robust Net Flows of £876m (2023: £857m). This Revenue growth was delivered whilst holding the cost base³ flat in the UK at £32.0m (2023: £32.0m), enabling the Group to reach Adjusted EBITDA breakeven of £0.4m (2023: £(8.2)m). Profit/(Loss) before Taxation for 2024 narrowed to £(3.1)m (2023: £(10.7)m). These accomplishments position us well for continued success and growth as we deliver on our mission to build pension confidence and to make retirement simple and accessible for everyone.

Driving Customer Growth through Investment in Brand Awareness and Data-Driven Acquisition

	As at Year End
	Dec-2024	Dec-2023	YoY
Advertising and Marketing Expenses (£m)	(9.9)	(9.7)	2%
Of which UK Advertising and Marketing Expenses (£m)	(9.1)	(9.7)	(6)%
Of which US Advertising and Marketing Expenses (£m)	(0.8)	nil	n/a

Other Income: Marketing Reimbursement (£m)⁴	0.8	nil	n/a
Net Advertising and Marketing Expense (£m)	(9.1)	(9.7)	(6)%

Cost per Invested Customer (£)⁵	242	241	Within threshold
Invested Customers (thousands)	265	229	16%

PensionBee has an efficient marketing growth strategy that leverages our strong brand and utilises a data-driven customer acquisition approach. In 2024, we drove a strong return on our marketing investment in the UK, while making a longer-term investment in the US to build a solid foundation for expansion in 2025 and beyond.

In the UK, we continued to optimise the power of our in-house Data Platform to drive impactful, data-led marketing strategies that delivered efficient customer acquisition while optimising spend. The Data Platform's capabilities have been instrumental in guiding our multi-channel approach, enhancing our ability to allocate resources effectively. We have scaled cost-efficient channels, including social media platforms. Educational initiatives deployed through our successful 'Pension Confident Podcast' in the UK, YouTube shorts and Tik Tok clips have helped us to reach millions of consumers. Our Data Platform's sophisticated analytics, combined with a rich data repository encompassing a decade of pension trends and customer behavior, enables us to optimise our customer acquisition strategies and deliver strong returns. In the UK, Cost per Invested Customer ('CPIC') remained steady at £242 (2023: £241), and we achieved a corresponding 2% year-on-year increase in Net Flows despite a 6% reduction in UK marketing expenditure, highlighting the efficiency of our marketing spend and the impact of our historical cumulative investment of £64m in the UK.

In addition to our data-driven acquisition capabilities, we have continued to invest in our brand-building efforts, underpinned by the success of high-impact brand partnerships and other activities, such as press and customer advocacy, TV and radio. These initiatives have collectively supported making PensionBee a household name in the UK, with brand awareness reaching 57% (2023: 50%).⁶

On 18 July 2024, PensionBee announced the launch of its US business, entering into a strategic partnership with its long-standing money manager provider and trusted partner, State Street Global Advisors ('State Street'). Our approach in the US has been to make long-term investments to effectively translate and adapt the product and brand, ensuring a successful introduction and adaptation to the US market. With 70% of our marketing channels operating internationally and our deep in-house expertise, we are well-positioned to launch successful marketing campaigns in the US and reach millions of prospective customers. We have focused our early efforts in the US on establishing channels such as organic and paid search, organic and paid social, PR and brand advertising, with the calibration of these channels underway. Channels are demonstrating a positive early consumer response. Marketing support for the US business in 2024 was a total of £0.8m (2023: £nil). This entire amount was fully reimbursed by our partner, State Street. They will continue to provide meaningful marketing support to PensionBee as it uses its data-led, multi-channel customer acquisition approach to attract new customers. Under the terms of the agreement with State Street, the annual amount of the marketing support is variable, based on the achievement of certain net new asset thresholds. For example, in 2025 the marketing spend is expected to be approximately $5m. Marketing support is expected to continue for 5-7 years.

By employing a strong, data-driven approach and our reputable brand, we have successfully expanded our Invested Customer base by 16% to 265,000 by the end of the year (2023: 229,000), whilst applying cost discipline to marketing expenditure. Across the Group, the Net Advertising and Marketing Expense totalled £9.1m (2023: £9.7m), which excluded the £0.8m that was reimbursed through our US partnership with State Street. This efficiency is key to our strategy of delivering sustainable growth. As we continue to scale, we are well-positioned to replicate our success in the US market, driving growth and further strengthening the PensionBee brand globally.

Strong Asset Growth Momentum driven by High Retention Rates and Cost Disciplined Acquisition

	As at Year End
	Dec-2024	Dec-2023	YoY
Customer Retention Rate (% of IC)⁷	96%	96%	Stable at >95%
AUA Retention Rate (% of AUA)⁸	96%	96%	Stable at >95%

Opening AUA (£m)	4,350	3,025	44%
Gross Inflows (£m)	1,334	1,174	14%
Gross Outflows (£m)	(459)	(318)	45%
Net Flows (£m)⁹	876	857	2%
Market Growth/(Contraction) and Other (£m)	615	468	n/m
Closing AUA (£m)	5,841	4,350	34%

Net Flows (£m)	876	857	2%
Of which Net Flows from New Customers (£m)	709	729	(3)%
Of which Net Flows from Existing Customers (£m)	167	127	31%

PensionBee is a business with a high degree of predictability (assuming stable capital markets) owing to our efficient customer acquisition approach, and consistently high Customer Retention Rate and AUA Retention Rate, which support our growing AUA base.

In 2024, we achieved 34% year-on-year growth in our AUA base, increasing it to £5.8bn (2023: £4.4bn), marking another strong year of growth. Our success was driven by strong customer acquisition efforts, supported by our data-led marketing approach and a commitment to becoming the pension provider of choice for our customers. Our product continues to empower customers with innovative tools, features and content that build trust and help them feel more 'Pension Confident' as they plan for retirement.

During the year, we acquired 36,000 Invested Customers (2023: 46,000), generating £709m in Net Flows from New Customers (2023: £729m). Our strategic focus on profitability meant a focus on acquiring customers with higher account balances, thereby generating a higher return on our marketing investment. This strategy has proven successful, as customers came onto our platform with higher pension balances, translating into the Net Flows from New Customers increasing from an average of £16,000 per customer in 2023 to £20,000 in 2024. These results, within our UK business, were delivered owing to our robust brand awareness and the enhanced capabilities of our in-house Data Platform, enabling us to focus on customers with higher account balances. This strategy was successfully executed against a reduced marketing expenditure (6% lower in 2024 than in the previous year), demonstrating our focus on sustainable, cost-effective growth.

Our existing customers have continued to place their trust in us by selecting PensionBee as their primary pension provider, as they transferred more pensions and made regular contributions into their retirement savings accounts. Growth from existing customers accounted for £167m of AUA in 2024 (2023: £127m). Our commitment to ongoing product development, which plays a key role in customer engagement, and the continuous adaptation of our technology platform to cater for individual customer requirements, have significantly contributed to this growth. Our app is designed to simplify pension management, providing a comprehensive content experience that guides customers in making informed decisions about their retirement planning, such as determining optimal contribution amounts. We provide customers with a tailored journey across multiple channels, including email, push notifications, in-app messages and SMS. This multi-channel approach effectively stimulates contributions and consolidation behaviour, making it easier for customers to add to their balances and remain satisfied with an engaging service. This translates to higher retention rates and higher customer satisfaction. Since inception, we have consistently maintained high Customer Retention and AUA Retention Rates of over 95%, a trend that has remained throughout 2024.

As is customary in the industry, the majority of our customers' retirement savings are invested in global equity capital markets, meaning AUA movements are linked to market performance. Given that global equity markets prospered this year, we saw positive Market Growth contribute £615m to the overall AUA growth (2023: £468m), further supporting our strong performance.

Net Flows by Customer Cohorts (£m)

Resilient Revenue Margin drove an Overwhelming Majority of Recurring Revenue

	As at Year End
	Dec-2024	Dec-2023	YoY
Revenue Margin (% of AUA)¹⁰	0.64%	0.64%	+0bp
Revenue (£m)	33.2	23.8	39%

PensionBee maintains high quality Revenue owing to our resilient Revenue Margin that converts compounding AUA into predictable and recurring Revenue.

Since the vast majority of our Revenue is derived from annual management fees charged as a percentage of AUA, the high retention of Invested Customers and AUA makes the overwhelming majority of our Revenue recurring and predictable in nature. Revenue is also inclusive of revenue generated from other activities, including our partnership in the UK with intermediaries such as Lifesearch, as well as ad-hoc income, although this currently represents an immaterial portion of our overall Revenue.

In 2024, we delivered 34% year-on-year growth in AUA (2023: 44%). This translated into 39% year-on-year growth in Revenue, which reached £33.2m (2023: £23.8m), underpinned by our resilient Revenue Margin (the annual management fee charged to our customers after discounts) of 0.64% (2023: 0.64%).

Efficient Investment in our Industry Leading Technology Platform, People and Product

	As at Year End
	Dec-2024	Dec-2023	YoY
Money Manager Costs (£m)	(4.3)	(3.2)	33%
Employee Benefits Expense (excluding Share-based Payments) (£m)	(12.6)	(12.3)	3%
Other Operating Expenses (£m)	(6.7)	(6.8)	(1)%
Technology Platform Costs & Other Operating Expenses (£m)	(19.3)	(19.1)	1%

PensionBee is a highly scalable business as demonstrated by its increasingly improving Adjusted EBITDA Margin profile.¹¹

Our Money Managers

Money Manager Costs increased to £(4.3)m in 2024 (2023: £(3.2)m), demonstrating a lower rate of change than the increase in Revenue, due to the maintenance of competitive institutional rates on our investment solutions.

Our People

We continued to invest in automation and therefore our workforce remained relatively stable with approximately 204 employees in 2024 (2023: 206)¹², while the associated Employee Benefits Expense increased to £(12.6)m for 2024 (2023: £(12.3)m. This reflects our commitment to advancing the capabilities of our team and supporting employees during a high-inflation environment, while streamlining people costs through our technology platform's scalability and efficiency.

In the UK, we focused on refining specialised roles within customer service and other key areas, such as marketing and technology. By leveraging automation and integrated systems, our customer service team maintained high levels of efficiency while continuing to deliver exceptional support as evidenced by our rapid response rates and an 'Excellent' Trustpilot score. People development in the Technology team has further driven innovation, reinforcing the scalability of our platform and strengthening our ability to meet evolving customer needs.

In the US, we operated with a small but focused team in 2024. Our hiring approach prioritised operational roles to support the launch and growth in this new market, while drawing on our UK Technology team and other global resources to ensure alignment and efficiency. This strategy allowed us to remain flexible while leveraging the expertise of our established teams to accelerate development and adapt the product to the US market.

Overall, this streamlined and balanced approach to staffing has enabled us to scale our operations effectively while supporting employees across both markets. By combining automation with targeted hiring and fostering a collaborative global team, we continue to make retirement simple and accessible for everyone.

Our Scalable Technology Platform

In 2024, we continued to strengthen and grow our technology platform, building on ten years of experience in solving the challenges of combining retirement savings. Our technology platform's advanced features, such as custom connections with pension providers and a deep understanding of transfer processes, gives us a strong and scalable foundation.

In the US, this has included tailoring product features to support rollovers from 401(k)s, broadening our terminology and adapting our visual brand identity to resonate with our US consumer market. This has allowed PensionBee to improve cost efficiency and scalability, as highlighted by the achievement of a year-on-year decrease in Technology Platform Costs & Other Operating Expenses as a percentage of Revenue from (80)% in 2023 to (58)% in 2024. This improvement was primarily driven by Revenue growth, while maintaining a stable cost base¹³ at £32.8m (2023: £32.0m) and Other Operating Expenses decreasing to £(6.7)m (2023: £(6.8)m).

Continuing on this trajectory of improving cost efficiency is central to driving long-term operating leverage. One of the ways we measure productivity is through the Invested Customers per Staff Member metric, which saw an improvement of 20% year-on-year, from 1,112 in 2023 to 1,333 in 2024. Our ongoing focus on automation, integration and data security has not only helped us lower costs, but has set the stage for long-term growth. These efforts played a key role in achieving Adjusted EBITDA profitability for the Group in 2024, placing us in a strong position for success in 2025 and beyond.

Profitability Metrics

	As at Year End
	Dec-2024	Dec-2023	YoY
UK Adjusted EBITDA (£m)¹⁴	2.4	(8.2)	n/m
UK Adjusted EBITDA Margin (% of UK Revenue)	7%	(35)%	+41ppt

US Adjusted EBITDA (£m)¹⁵	(1.9)	nil	n/a
US Adjusted EBITDA Margin (% of US Revenue)	n/a	n/a	n/a

Adjusted EBITDA (£m)	0.4	(8.2)	n/m
Adjusted EBITDA Margin (% of Revenue)	1%	(35)%	+36ppt

Profit/(Loss) before Tax (£m)	(3.1)	(10.7)	71%

In 2024, consistent with our IPO public market guidance, we achieved Adjusted EBITDA profitability in the UK, a significant milestone for the business. We also reached Adjusted EBITDA breakeven at a Group level for the full year, in line with the Guidance Framework introduced at our Capital Markets Day in October 2024. This transformative year was driven by effective deployment of our discretionary marketing budget, continued cost discipline, and operating leverage from our scalable technology platform.

United Kingdom

For the UK business¹⁶ we achieved our long standing objective of full year profitability, by delivering Adjusted EBITDA of £2.4m¹⁷ (2023: £(8.2)m). The results highlight the inherent resilience and scalability of our business model, together with the ability of our team to continue to execute successfully on our strategy. The well-established efficient customer acquisition approach, our brand awareness across the UK market, together with efficiencies gained through automation and targeted investment have contributed to this success.

United States

The US business¹⁸ is currently in its investment phase, building out capabilities to capitalise on the US market opportunity. The US reported Adjusted EBITDA of £(1.9)m¹⁹ (2023: £nil). The results demonstrate disciplined financial management, leveraging the expertise and scalable technology developed in the UK.

Group

On a consolidated basis, the Group achieved Adjusted EBITDA of £0.4m (2023: £(8.2)m), marking a pivotal achievement in our journey. The 2024 full year Adjusted EBITDA Margin improved from (35)% in 2023 to 1% in 2024. Adjusted EBITDA captures Advertising and Marketing Expenses but excludes the Share-based Payments and Expansion Costs.

This milestone underscores the strength of our financial model, driven by a scalable technology platform and disciplined cost management. As we continue to grow and expand, our focus remains on delivering profitability while advancing our mission to help build pension confidence and make retirement simple and accessible for everyone.

	As at Year End
	Dec-2024	Dec-2023	YoY
Adjusted EBITDA (£m)	0.4	(8.2)	n/m
Depreciation and Amortisation Expense (£m)	(0.3)	(0.3)	n/m
Share-based Payments (£m)	(3.2)	(2.2)	44%
Expansion Costs (£m)	(0.2)	-	100%
Profit/(Loss) before Tax (£m)	(3.1)	(10.7)	71%

Taxation (£m)	nil	0.1	n/m

Basic Earnings per Share	(1.38)p	(4.73)p	71%

Depreciation and Amortisation Expense remained flat year-on-year at £(0.3)m (2023: £(0.3)m).

Share-based Payments increased during the period to £(3.2)m (2023: £(2.2)m).

Expansion Costs related solely to PensionBee's entry into the US market, totalling £(0.2)m (2023: £nil).

Profit/(Loss) before Tax narrowed to £(3.1)m for 2024 from £(10.7)m in 2023, reflecting our progress and showcasing the operating leverage in our model as we continue to grow.

Taxation included enhanced tax credits in relation to routine Research and Development refunds. No deferred tax asset was recognised with respect to the carried forward losses.

Basic Earnings per Share ('EPS') was (1.38)p for 2024 (2023: (4.73)p).

Financial Position

The Group's balance sheet remains strong. As of 31 December 2024, following the Company's capital raise, the balance of Cash and Cash Equivalents was £35.0m (2023: £12.2m) and the Group had no borrowings.

In October 2024, PensionBee conducted a non-pre-emptive cash placing to raise approximately £20m of primary capital from new and existing institutional investors, by issuing new ordinary shares. The funds will be used to accelerate the Company's growth in the US market: enhancing marketing efforts, developing adapted product features and exploring employer opportunities for account transfers. PensionBee Group plc issued 10,810,811 new ordinary shares representing approximately 4.8% of its current share capital, at a price of 185 pence per share.

Regulatory Capital and Financial Resources

PensionBee Limited, a subsidiary of the Company, is authorised and regulated by the Financial Conduct Authority ('FCA') and therefore adheres to capital requirements set by the FCA. As of December 2024, the capital resources stood at £14.2m (unaudited) as compared to a capital resource requirement of £1.8m (unaudited), resulting in coverage of 7.9x. We have maintained a healthy surplus over our regulatory capital requirement throughout the year and continue to manage our financial resources prudently.

PensionBee Inc. is registered with the U.S. Securities and Exchange Commission ('SEC') and is not subject to any capital resource requirements.

Summary Financial Highlights*

	As at Year End
	Dec-2024	Dec-2023	YoY
Revenue (£m)	33.2	23.8	39%

Money Manager Costs (£m)²⁰	(4.3)	(3.2)	33%
Technology Platform Costs & Other Operating Expenses (£m)²¹	(19.3)	(19.1)	1%
Net Advertising and Marketing Expense (£m)	(9.1)	(9.7)	(6)%

Adjusted EBITDA (£m)**	0.4	(8.2)	n/m
Adjusted EBITDA Margin (% of Revenue)	1%	(35)%	+36 ppt

Depreciation and Amortisation Expense (£m)	(0.3)	(0.3)	n/m
Share-based Payments (£m)	(3.2)	(2.2)	44%
Expansion Cost (£m)	(0.2)	-	100%

Profit/(Loss) before Tax (£m)	(3.1)	(10.7)	71%

Basic Earnings per Share	(1.38)p	(4.73)p	71%

See definitions in the Measuring our Performance section.

PensionBee's Key Performance Indicators include an alternative performance measure ('APM'), which is Adjusted EBITDA. APMs are not defined by International Financial Reporting Standards ('IFRS') and should be considered together with the Group's IFRS measurements of performance. PensionBee believes this APM assists in providing additional insight into the underlying performance of PensionBee and aids comparability of information between reporting periods. A reconciliation to the nearest IFRS number is provided in Note 28 of the Financial Statements 'Alternative Performance Measure'.

Notes:

1. See the Measuring our Performance section.

2. Cost base is defined as Operating Costs less Share-based Payments, Depreciation and Amortisation Expense and Expansion Costs.

3. Cost base is defined as Operating Costs less Share-based Payments, Depreciation and Amortisation Expense and Expansion Costs.

4. Other Income refers to reimbursements from State Street for US Advertising and Marketing Expenses.

6. PensionBee prompted brand awareness tracker, January 2025. Prompted brand awareness measured through a consumer survey asking 'Which of the following have you heard of?' with respect to UK financial services brands: Aviva 85%, Scottish Widows 75% Standard Life 68%, PensionBee 57%, Hargreaves Lansdown 50%, Vanguard 44%, AJ Bell 43%, Nutmeg 40%, Interactive Investor 18%.

7. See the Measuring our Performance section.

8. See the Measuring our Performance section.

9. See the Measuring our Performance section.

10. See the Measuring our Performance section.

11. See the Measuring our Performance section.

12. As of 31 December 2024. The total workforce of 204 includes 191 UK employees, 6 overseas contractors and 7 US employees.

13. Cost base is defined as Operating Costs less Share-based Payments, Depreciation and Amortisation Expense and Expansion Costs.

14. UK Adjusted EBITDA includes Other Income of £1.2m arising from inter-company transactions with PensionBee US. All inter-company transactions are calculated on an arm's length basis.

15. US Adjusted EBITDA includes Technology Platform Costs & Other Operating Expenses of £1.2m arising from inter-company transactions with PensionBee UK. All inter-company transactions are calculated on an arm's length basis.

16. PensionBee UK consists of PensionBee Limited and PensionBee Group plc parent company costs and PensionBee Trustees Limited (the subsidiary is non-operational).

17. See the Measuring our Performance section.

18. PensionBee US consists of PensionBee Inc.

19. See the Measuring our Performance section.

20. Money Manager Costs are variable costs paid to PensionBee's money managers.

21. Technology Platform Costs & Other Operating Expenses comprises Employee Benefits Expense (excluding Share-based Payments) and Other Operating Expenses.

Measuring our Performance

When considering the overall performance of PensionBee, we use a range of key performance indicators ('KPI's) to monitor and assess our progress against our strategy.

Financial Performance Measures

Revenue	2024: £33.2m 2023: £23.8m	39%	Revenue means the income generated from the asset base of PensionBee's customers, essentially annual management fees charged on the AUA, together with a minor revenue contribution from other services.
Adjusted EBITDA*	2024: £0.4m 2023: £(8.2)m	n/m	Adjusted EBITDA is the Operating Profit/(Loss) for the year before Taxation, Finance Costs, Finance Income, Depreciation and Amortisation Expense, Share-based Payments and Expansion Costs. This measure is a proxy for operating cash flow.
Adjusted EBITDA Margin	2024: 1% 2023: (35)%	+36 ppt¹	Adjusted EBITDA Margin means Adjusted EBITDA as a percentage of Revenue for the relevant year.
Profit/(Loss) before Tax ('PBT')	2024: £(3.1)m 2023: £(10.7)m	71%	Profit/(Loss) before Tax is a measure that looks at PensionBee's profit or losses for the year before it has paid corporate income tax.
Basic Earnings per Share ('EPS')	2024: (1.38)p 2023: (4.73)p	71%	Basic Earnings per Share is calculated by dividing the profit or loss attributable to ordinary equity holders of the Group by the weighted average number of ordinary shares in issue during the period.
Net Cash Flow	2024: £22.8m 2023: £(9.1)m	n/m	Net Cash Flow is the sum of cash generated by operations, investments and financing activities, less cash used in operations, investments and financing activities.

* PensionBee's Key Performance Indicators include an alternative performance measure ('APM'), which is Adjusted EBITDA. APMs are not defined by International Financial Reporting Standards ('IFRS') and should be considered together with the Group's IFRS measurements of performance. PensionBee believes this APM assists in providing additional insight into the underlying performance of PensionBee and aids comparability of information between reporting periods. A reconciliation to the nearest IFRS number is provided in Note 28 of the Financial Statements 'Alternative Performance Measures'.

Non-Financial Performance Measures

Assets under Administration ('AUA')	2024: £5.8bn 2023: £4.4bn	34%	Assets under Administration is the total invested value of pension assets within PensionBee's Invested Customers' pensions. It measures the new inflows less the outflows and records a change in the market value of the assets. This KPI has been selected because AUA is a measurement of the growth of the business and is the primary driver of Revenue.
AUA Retention Rate (% of AUA)	2024: 96% 2023: 96%	Stable at >95%	AUA Retention measures the percentage of retained PensionBee AUA from transfers out over the average of the year. High AUA retention provides more certainty of future Revenue. This measure can also be used to monitor customer satisfaction.
Net Flows	2024: £876m 2023: £857m	2%	Net Flows measures the cumulative inflow of PensionBee AUA from consolidation and contribution ('Gross Inflows'), less the outflows from withdrawals and transfers out ('Gross Outflows') over the relevant period.
Invested Customers ('IC')	2024: 265k 2023: 229k	16%	Invested Customers is defined as an individual who has transferred pension assets or made a contribution to one of PensionBee investment plans and has an active balance.
Cost per Invested Customer ('CPIC')	2024: £242 2023: £241	Within threshold	Cost per Invested Customer means the cumulative advertising and marketing costs incurred since PensionBee commenced operations up until the relevant point in time divided by the cumulative number of Invested Customers at that point in time. This measure monitors cost discipline of customer acquisition. PensionBee's desired CPIC threshold is £200-£250. At present, this metric relates only to the UK business. Due to the early stage of the US business, CPIC is not yet indicative of its long-term potential.
Customer Retention Rate (% of IC)	2024: 96% 2023: 96%	Stable at >95%	Customer Retention Rate measures the percentage of retained PensionBee Invested Customers over the average of the year. High customer retention provides more certainty of future Revenue. This measure can also be used to monitor customer satisfaction.
Revenue Margin (% of AUA)	2024: 0.64% 2023: 0.64%	+0bp	Revenue Margin expresses the recurring Revenue over the average quarterly AUA held in PensionBee's investment plans over the period.

Notes:

1. A ppt is a percentage point. A percentage point is the unit for the arithmetic difference of two percentages.

Principal Risks and Uncertainties

Principal Risks

We have identified six top-level risks which could potentially have a material adverse impact on the Company's business or long-term performance, and if not appropriately mitigated they could result in unfavourable public perceptions of the Company's business prospects and cause significant reputational damage. These risks could arise from internal or external events, acts or omissions. The risks summarised below do not purport to be exhaustive, as there may be additional risks that the Company has not yet identified or has deemed to be immaterial.

Regulatory Risk

Our business is subject to risks relating to changes in government policy and applicable regulations. Whilst we have historically been beneficiaries of favourable regulatory changes, any regulatory changes which are negative for our business could have a material adverse effect on our business prospects.

PensionBee's operations are subject to regulation from the Financial Conduct Authority ('FCA') and relevant rules and guidance from HMRC and the Information Commissioner's Office ('ICO') in the UK. In the US, PensionBee Inc. is subject to regulation from the Securities and Exchange Commission ('SEC'). PensionBee Inc. also adheres to relevant Financial Industry Regulatory Authority ('FINRA') guidance and Department of Labor ('DOL') rules.

PensionBee may fail, or be held to have failed, to comply with regulations. Such regulations and approvals may change, making compliance more onerous and costly. If the regulators concluded that PensionBee had breached applicable regulations, this could result in a public reprimand, fines, customer redress or other regulatory sanctions.

In addition, we may be subject to complaints or claims from customers and third parties in the normal course of business. If a large number of complaints, or complaints resulting in substantial customer and third party related losses, were upheld against PensionBee, it could have a material adverse effect on our business and financial condition.

Information Security Risk

PensionBee faces various risks related to the confidentiality, availability and integrity of our IT systems.

We are required to handle confidential and personal data in compliance with strict data protection and privacy laws in the UK and US, including the Data Protection Act, GDPR, US state-specific data privacy and data protection requirements and applicable safeguarding regulations. The loss or misuse of data could result in a material loss of business, financial losses, regulatory enforcement actions and significant harm to our reputation. If our information security policies, procedures and processes relating to personal data are not fully implemented and adhered to by our employees, or if any of our third party service providers fail to manage data in a compliant manner, we could face financial sanctions and reputational damage.

Furthermore, our operations are susceptible to cyber crime and loss or theft of data. Failure to prevent such actions, including circumvention of our information security policies, procedures and processes, could result in financial losses, business interruption and unauthorised access or disclosure of personal data.

There is also a risk of ineffective controls, or control failures, that are in place to ensure our technology architecture is fit for purpose, including the infrastructure required to support applications, networking, hardware and software, resulting in our inability to meet the standards required to deliver to internal and external user expectations.

Operational Risk

During the regular course of business, we may be exposed to adverse financial or reputational impact due to inadequate or failed internal processes, people performance or IT systems, or due to third-parties or external events. Key operational process risks are linked to our customer service, banking, finance, marketing and change implementation. Operational Risk also includes our risks in the areas of human resource management, enterprise risk management and internal governance.

PensionBee is dependent on the third-party providers for the provision of asset management, banking and technology services. Any termination, interruption or reduced performance of the services provided by these third parties could negatively impact our business operation and have a material adverse effect on our reputation and profitability.

Our operational infrastructure and business continuity may be affected by other failures or interruptions, some of which are events beyond our control. Our systems and the systems of our third-party providers may be vulnerable to fire, flood or other natural disasters; power loss, telecommunications or data network failures; improper or negligent operation by employees or service providers; unauthorised physical or electronic access or other factors. There is no guarantee that our preventative measures would protect us from all potential damage arising from the events described above.

Financial Risk

Market Risk

Our business may be adversely affected by negative sudden or prolonged fluctuations in global capital markets. We generate the majority of Revenue in the form of fees charged on a recurring basis, calculated by reference to the value of our Assets under Administration. Our Revenue and profitability are therefore directly influenced by the health of the global capital markets. A deterioration in the global economy and a resulting decline in capital markets, or an increase in volatility, may have a negative impact on the value of our customers' pensions and their overall confidence to make new contributions or to consolidate new pensions into their PensionBee pension.

Credit Risk

PensionBee is dependent on third-party financial services providers for the provision of asset management and banking services. We are reliant upon these third parties for the safekeeping of our own and our customers' assets. A default by one of these third parties would have a material adverse effect on our reputation and financial position.

Strategic Risk

The pensions market is competitive and there is no guarantee that we will be able to continue to maintain the growth levels we have achieved to date, nor that we will be able to maintain our financial performance either at historical or anticipated future levels. Our competitors include a variety of financial services firms and our market is characterised by ongoing technological progression, including of the underlying infrastructure and user experience. There is no guarantee that we will continue to outpace our competitors. In addition, the pension market remains cost-sensitive and competitors could materially undercut our fees, thereby generating pressure on our revenues. Any failure to maintain our competitive position could lead to a reduction in revenue and profitability, as well as reduced future growth.

We are dependent upon the experience, skills and knowledge of our Directors and our Executive Management Team to implement our strategy. The loss of a significant number of Directors, Executive Management and/or other key employees, or the inability to recruit suitably experienced, qualified and trained staff as needed, may cause significant disruption to our business and the ability to achieve our strategic objectives.

Climate Risk

As climate change intensifies, dangerous weather events are becoming more frequent and more severe. More frequent and intense droughts, storms, heat waves, as well as the rising sea levels, melting glaciers and warming of the oceans, can directly harm life, reduce the value of assets and income streams, and wreak havoc on people's livelihoods and communities.

These significant shifts in the global climate have a potential to adversely affect our employees, customers and other stakeholders, and have broader implications on economic, social and cultural assets. Through impacting productivity growth, climate change can influence monetary policy, resulting in the changes in economic variables such as inflation, economic growth and employment. Any of these changes could in turn have a material adverse effect on our business and financial position.

Summary of Risks and Mitigations

Through the application of our robust risk management framework, we have taken the appropriate steps in order to manage risk within the Board's risk appetite. Summary of Principal Risks and the corresponding key mitigating factors is presented below.

Principal Risk	Risk Definition	Key Mitigations
Regulatory Risk	The risk of regulatory sanctions, material financial loss or reputational damage the Company could suffer as a result of its failure to comply with applicable laws, regulations, rules, or related internal standards and codes of conduct	● Maintaining a robust risk management framework and a set of internal policies which are reviewed periodically ● Adequate staff training and communication for key policies and procedures ● Comprehensive second line assurance programme providing oversight over the effectiveness of regulatory compliance and related controls ● Robust change management governance requiring regulatory compliance sign-off ● Regulatory capital and liquidity planning and monitoring through the Finance function ● Regular interactions with industry bodies to proactively monitor trends ● Values-based culture and strategy centred around Consumer Duty
Information Security Risk	The risk of data loss, theft or disruption of information systems both internally and throughout the supply chain, which impacts confidentiality, integrity and availability	● Regular data back-up and restoration testing to allow for recovery in the event of a cyber attack or corruption of data ● Regular user access reviews and recertifications ● Proactive technical vulnerability assessments and mitigation ● Monitoring key third-party services and performance metrics ● Ongoing infrastructure assessments against business requirements ● Compliance and certification to ISO 27001 and Cyber Essentials Plus ● Monitoring of compliance with applicable regulation and legislation in respect of data protection ● Maintaining a robust policy set and controls to keep information secure ● Frequent training for all employees to promote a culture of security awareness ● Continuing to invest in the information security programme in order to mitigate the evolving cyber risks ● Periodically testing business continuity plans for critical assets and functions ● 24x7 / 365 proactive threat detection and response for critical assets to prevent malicious behaviour
Operational Risk	The risk of loss, disruption of business or adverse regulatory action resulting from inadequate or failed internal processes, people performance, systems, or due to third parties or external events	● Effective internal governance to adequately oversee, challenge and escalate the risk positions ● A comprehensive set of operational policies and procedures ● Periodic Operational Risk and related key control assessments ● Implementing automation to reduce manual processing ● Automated Consumer Duty dashboard, monitoring customer outcomes ● Robust third-party supplier selection and due diligence process with ongoing monitoring of key suppliers ● Periodic training for all employees and specialised training for Customer Success and other teams ● Structured performance management for all employees and formalised succession planning for key roles ● Maintaining a risk-aware corporate culture based on accountability and transparency
Financial Risk	The risk of the Company's inability to fulfil its financial obligations or internal objectives due to loss of revenue resulting from adverse price movements in the capital markets, or the impact of worsening creditworthiness or default of a key financial partner	● Geographic and asset class diversification of investment plans ● Recurring Revenue from long-duration assets ● Financial planning based on scenario analysis ● Maintaining adequate financial reserves ● Internal controls in place monitoring capital quality and reserve levels ● Partnering only with large and reputable asset managers and banking institutions ● Robust controls in place to ensure the integrity of financial data
Strategic Risk	The risk of failures in strategic planning and execution leading to the Company not achieving its core objectives	● Core objectives calibrated using customer and regulatory feedback ● Continuously assessing competitor landscape and industry trends ● Employing agile product development and deployment cycles ● Robust strategic centralised change management process ● Prioritising talent acquisition and retention ● Encouraging a culture of innovation
Climate Risk	The risk of negative impact of climate change or its broader economic, financial and societal consequences on the Company, or the Company's failure to meet sustainability requirements from a commercial, regulatory or stakeholder perspective	● Small physical footprint, remote working, cloud-based technology ● Risk transfer policies in place ● ESG screenings applied in our investment plans to reduce harmful exposures ● Using third parties that have robust business continuity plans in place ● Clearly defined climate risk management roles and responsibilities ● Monitoring climate risks faced today and under future scenarios

Viability Statement

In accordance with provision 31 of the UK Corporate Governance Code, the Board has assessed the viability of PensionBee Group plc and its subsidiaries (together the 'Group') for the four-year period to December 2028, considering this to be an appropriate period over which to assess the Group's strategy and its capital requirements, considering the investment needs of the business and the potential risks and uncertainties that could impact the Group's ability to meet its strategic objectives. The Board considers a four-year period to be an appropriate time frame because this would likely capture the length of a potential downside business cycle and provide sufficient time to identify and execute mitigating actions required to address the stress test scenarios as outlined below.

This assessment has been made giving consideration to the financial position, regulatory capital and liquidity requirements of the Group (as set out on the Operating and Financial Review within the Strategic Report), in the context of the Company's strategy, business model and medium-term business plan, together with an assessment of the principal risks and uncertainties (as set out on the Managing our Risks section of the Strategic Report). Such risks have been categorised into Regulatory Risk, Information Security Risk, Operational Risk, Financial Risk, Reputational Risk, Strategic Risk and Climate Risk, in accordance with our risk management framework.

PensionBee Limited is an FCA regulated entity and therefore is required to hold appropriate levels of own funds which are at all times in excess of its Liquid Capital Requirement and other capital requirements. PensionBee Inc. is registered with the U.S. Securities and Exchange Commission ('SEC') and is not subject to any capital resource requirements.

The Board-approved medium-term plan assumes the business continues to grow Invested Customers and Assets under Administration through continued investment in its customer proposition, marketing, people and technology. It is assumed that there are no significant or prolonged market movements in underlying asset values from the time the plan was approved by the Board.

The Board has also considered the potential impact of the following stress test scenarios, which together represent a severe and unlikely, but possible scenario. The stress test scenarios would impact the plan from 2025 onwards:

● Financial Risk (Market Risk) - A material reduction in global equity markets as a result of global macroeconomic uncertainty (such as geopolitical disruptions, persistent inflation and a high interest rate environment) and prolonged equity market volatility has been assumed over the forecast period. More specifically, the analysis assumed a significant decline in the global equity markets, falling by 50% in 2025 and remaining depressed until the end of the year, with a linear recovery to the pre-crisis level assumed for the remainder of the forecast period.

● Information Security Risk - The materialisation of a confidentiality, availability or integrity event that undermines our reputation and reduces conversion and reduces average retirement account sizes. The analysis assumed a material reduction in the customer conversion rate and average retirement account size of newly acquired customers over the forecast period, whereby they would decrease Assets under Administration by 10%.

In the event that such modelled scenarios were to manifest, the Board has identified a number of potential mitigating actions that management could take. The primary lever for consideration would be the reduction of discretionary marketing expenditure and the implementation of fixed cost savings. The Board considers this approach to be reasonable, especially given that the Group's financial position strengthened further over 2024 (in light of it achieving ongoing Adjusted EBITDA breakeven for the Group supported by Adjusted EBITDA profitability in the UK) and given the strength of PensionBee's positioning within the UK competitive landscape, the strength of its balance sheet (including £20m of primary capital raised). The consideration of the US market opportunity has been accounted for by excluding associated US business revenue and other income. However, associated potential US operating costs and short-term funding requirements remain factored into the group's overall financial resource calculations. The results of the modelling confirmed that the Group would be able to withstand the adverse financial impact of these aforementioned scenarios occurring together over the four-year assessment period and that it would continue to be able to meet its liabilities and capital requirements.

The Group's medium-term plan underwent rigorous review and was approved by the Board in December 2024. The stress test scenarios and associated mitigating actions were reviewed in February 2025 and were subsequently approved in March 2025. The Directors confirm that they have a reasonable expectation that the Group will be able to continue to operate and meet its capital requirements and liabilities as they fall due over the four-year period to December 2028.

The Strategic Report was approved by the Board on 12 March 2025 and signed on its behalf by:

Romi Savova

Chief Executive Officer

12 March 2025

Statement of Directors' Responsibilities

The Directors are responsible for preparing the Annual Report and Financial Statements 2024 in accordance with applicable law and regulations.

Company law requires the Directors to prepare Financial Statements for each financial year. Under that law, they are required to prepare the Group Financial Statements in accordance with International Financial Reporting Standards ('IFRS') as adopted by the UK in conformity with the requirements of the Companies Act 2006 and have elected to prepare the Parent Company Financial Statements in accordance with UK Accounting Standards, including FRS 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland. Under company law, the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of their profit or loss for that period.

In preparing each of the Group and Parent Company Financial Statements, the Directors are required to:

● Select suitable accounting policies and then apply them consistently;

● Make judgements and estimates that are reasonable, relevant, reliable and prudent;

● State whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the Financial Statements; and

● Prepare the Financial Statements on a going concern basis unless it is inappropriate to presume that the Group and the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and the Company's operations and disclose with reasonable accuracy at any time the financial position of the Group and the Company and that enable them to ensure that its Financial Statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of Financial Statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and the Company and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Report that complies with that law and those regulations. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions.

We confirm that to the best of our knowledge:

● The Financial Statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities and financial position of the Group and the Company and profit or loss of the Group and the undertakings included in the consolidation taken as a whole; and

● The Strategic Report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that it faces.

We consider that the Annual Report and Financial Statements 2024, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's and the Company's position and performance, business model and strategy.

Approved by the Board of Directors on 12 March 2025 and signed on its behalf by:

Romi Savova
Chief Executive Officer
12 March 2025

Results for the Year

Consolidated Statement of Comprehensive Income For the year ended 31 December 2024
		2024	2023
	Note	£ 000	£ 000

Revenue	4	33,203		23,817
Employee Benefits Expense (excluding Share-based Payments)	6	(12,618)		(12,301)
Share-based Payments	6, 24	(3,150)		(2,182)
Depreciation and Amortisation Expense	14, 16	(289)		(288)
Advertising and Marketing		(9,880)		(9,718)
Other Expenses	8	(11,034)		(10,017)
Other Income	9	767		-
Expansion Costs	28	(222)		-
Operating Profit/(Loss)		(3,223)		(10,689)

Finance Income	10	102		6
Finance Costs	10	(26)		(36)
Profit/(Loss) before Tax		(3,147)		(10,719)

Taxation	12	11		150
Profit/(Loss) for the Period		(3,136)		(10,569)

Total Comprehensive Profit/(Loss) for the Period wholly attributable to Equity Holders of the Parent Company		(3,136)		(10,569)

Earnings per Share (pence per Share)
Basic and Diluted	13	(1.38)		(4.73)

The above results were derived from continuing operations. The notes form an integral part of these financial statements.

Consolidated Statement of Financial Position
As at 31 December 2024
		2024	2023
	Note	£ 000	£ 000
Assets

Non-current Assets
Property, Plant and Equipment	14	276	305
Intangible Assets	15	264	-
Right of Use Assets	16	270	412
Financial Assets (Deposits)		243	147
		1,053	864

Current Assets
Trade and Other Receivables	17	5,224	4,347
Cash and Cash Equivalents		34,995	12,214
		40,219	16,561

Total Assets		41,272	17,425

Equity and Liabilities

Equity
Share Capital	18	236	224
Share Premium	19	72,445	53,218
Share-based Payment Reserve	19, 24	15,547	12,397
Foreign Currency Translation Reserve		(46)	-
Retained Earnings	19	(53,831)	(50,694)
Total Equity		34,351	15,145

Non-current Liabilities
Lease Liability	20	125	292
Provisions	21	53	49
		178	341
Current Liabilities
Lease Liability	20	167	106
Trade and Other Payables	22	6,576	1,833
		6,743	1,939

Total Liabilities		6,921	2,280

Total Equity and Liabilities		41,272	17,425

The notes form an integral part of these financial statements.

Approved by the Board on 12 March 2025 and signed on its behalf by:

Christoph J. Martin

Chief Financial Officer

PensionBee Group plc

Company registered number: 13172844

Consolidated Statement of Changes in Equity For the year ended 31 December 2024
		Share Capital	Share Premium	Share-based Payment Reserve	Foreign Currency Translation Reserve	Retained Earnings	Total
	Note	£ 000	£ 000	£ 000	£ 000	£ 000	£ 000

At 1 January 2023		223	53,218	10,215	-	(40,124)	23,532
Profit/(Loss) for the Year		-	-	-	-	(10,569)	(10,569)

Total Comprehensive Profit/(Loss)		-	-	-	-	(10,569)	(10,569)
Share-based Payment Transactions		-	-	2,182	-	-	2,182
Exercise of Share Options	24	1	-	-	-	(1)	-
At 31 December 2023		224	53,218	12,397	-	(50,694)	15,145

At 1 January 2024		224	53,218	12,397	-	(50,694)	15,145
Profit/(Loss) for the Year		-	-	-	-	(3,136)	(3,136

Total Comprehensive Profit/(Loss)		-	-	-	-	(3,136)	(3,136)
Share-based Payment Transactions		-	-	3,150	-	-	3,150
Issue of Share Capital	18	11	19,989	-	-	-	20,000
Transaction Costs on Issue of Share Capital	18	-	(762)	-	-	-	(762)
Exercise of Share Options	24	1	-	-	-	(1)	-
Currency Translation Adjustment		-	-	-	(46)	-	(46)
At 31 December 2024		236	72,445	15,547	(46)	(53,831)	34,351

The notes form an integral part of these consolidated financial statements.

Consolidated Statement of Cash Flows

For the year ended 31 December 2024

		2024	2023
	Note	£ 000	£ 000
Cash Flows from Operating Activities
Profit/(Loss) for the Year		(3,136)	(10,569)
Adjustments for:
Depreciation and Amortisation		289	288
Finance Costs	10	26	36
Unrealised Foreign Exchange		(85)	-
Share-based Payments		3,150	2,182
Taxation	12	(11)	(150)
Operating Cash Flows before movements in Working Capital		233	(8,213)

Working Capital Movements
Increase in Financial Assets (Deposits)		(118)	(147)
Increase in Trade and Other Receivables	17	(994)	(1,406)
Increase in Trade and Other Payables	22	4,745	318
Cash generated from/(used in) Operations		3,866	(9,448)

Income Taxes Received	12	150	623
Net Cash Inflow/(Outflow) from Operating Activities		4,016	(8,825)

Cash Flows from Investing Activities
Payment for Equipment	14	(117)	(96)
Payment for Intangible Assets	15	(267)	-
Net Cash Outflow from Investing Activities		(384)	(96)

Cash Flows from Financing Activities
Proceeds from Issue of Ordinary Share Capital	18	20,000	-
Transaction Costs on Issue of Share Capital	18	(762)	-
Payment of Principal of Lease Liabilities	20	(106)	(153)
Payment of Interest of Lease Liabilities	20	(22)	(33)
Net Cash Inflow/(Outflow) from Financing Activities		19,110	(186)

Net Decrease in Cash and Cash Equivalents		22,742	(9,107)

Cash and Cash Equivalents at 1 January		12,214	21,321
Effects of Exchange Rate Changes on Cash and Cash Equivalents		39	-

Cash and Cash Equivalents at 31 December		34,995	12,214
Changes in the Group's liabilities arising from financing activities, including both cash and non-cash changes have been disclosed in Note 20 to the financial statements. The notes form an integral part of these consolidated financial statements.

Notes to the Consolidated Financial Statements

For the year ended 31 December 2024

1. General Information

PensionBee Group plc (the 'Company') is the parent company of PensionBee Limited, PensionBee Trustees Limited and PensionBee Inc. (the 'Subsidiaries') (together the 'Group'). The Company is a public company, whose shares are traded on the Main Market of the London Stock Exchange ('LSE'), and is incorporated and domiciled in England and Wales.

The address of its registered office is:

209 Blackfriars Road

London

SE1 8NL

United Kingdom

Principal Activity

The principal activity of the Group is that of an online retirement savings provider. The Group seeks to make its customers 'Pension Confident' by giving them complete control and clarity over their retirement savings. The Group helps its customers to combine their retirement savings into one new online plan where they can contribute, forecast outcomes, invest effectively, and withdraw their pensions, all from the palm of their hand.

2. Accounting Policies

Basis of Preparation

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS') as adopted by the UK in conformity with the requirements of the Companies Act 2006. The financial statements are prepared on the historical cost basis and on a going concern basis.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies.

The financial statements are presented in GBP and all values are rounded to the nearest thousand (£'000), except when otherwise indicated. The functional currency of the Company is GBP because it is the primary currency in the economic environment in which the Company operates and cash flows from financing activities are generated.

Basis of Consolidation

The consolidated financial statements consolidate the financial statements of the Company and its subsidiary undertakings drawn up to 31 December 2024.

A subsidiary is an entity controlled by the Company. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The Company reassesses whether it controls an entity if facts and circumstances indicate there are changes to one or more elements of control.

On 21 March 2024, PensionBee Group plc incorporated a new wholly owned subsidiary, PensionBee Inc. in Delaware, US with operational headquarters in New York. The incorporation of this subsidiary is part of the Group's strategic initiative to expand its operations into the US market.

On 27 November 2024, PensionBee Group plc wholly acquired PensionBee Trustees Limited at book value of £1. From the acquisition date, PensionBee Trustees Limited became a subsidiary of PensionBee Group plc. PensionBee Trustees Limited holds the scheme's assets and liabilities under a bare trust arrangement and are not recognised within its financial statements. The subsidiary is non-operational.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the group are eliminated on consolidation.

Summary of Accounting Policies and Key Accounting Estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Going Concern

The Directors have a reasonable expectation that the Company has adequate financial resources to continue in operational existence for the foreseeable future and are satisfied that the Company can continue to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements. This assessment is supported by the Company's strong group cash reserves and projected profitable growth in its established operating subsidiary in the UK business.

The Company's investments consist of two subsidiaries: the established operating entity in the UK growing profitable and a newly formed US subsidiary currently in its investment phase. A conservative approach was adopted for this assessment, focusing on the established subsidiary's operational viability.The consideration of the US market opportunity has been accounted for by excluding associated US business revenue and other income. However, associated potential US operating costs and short-term funding requirements remain factored into the group's overall financial resource calculations. The UK subsidiary has achieved Adjusted EBITDA profitability and is positioned to fund its own future profitable growth.

The established subsidiary has been operationally resilient as proven by consistent operational efficiencies that have been maintained during the financial year. Stress testing was carried out by considering severe and unlikely but possible scenarios including a sharp decline in equity markets, the worsening of conversion and lower transferred-in pension pot sizes, all of which could potentially be caused by the geopolitical and macroeconomic environment, increased cost of living in the UK and the US and interest rate rises. The Company's strong financial position, including the recent capital raise and the UK business's profitability, provides resilience against such macroeconomic downturns.

The Directors have concluded that the Company has sufficient financial resources to remain in operational existence, even considering potential macroeconomic downturns. Therefore, the Directors have adopted the going concern basis of preparation for these financial statements.

Climate Change

The Directors have assessed the potential impacts of climate-related risks on the Group's operations and financial statements and the detailed assessment has been disclosed in the Climate-related Disclosures section. Following a thorough evaluation of the Group's operations and industry dynamics, the Directors have concluded that climate related risks do not have a material impact on the Group's operations and financial statements.

Changes in Accounting Policy

The following amendments are effective for the period beginning 1 January 2024:

Standard	Effective Date, Annual Period beginning on or after
Amendments to IAS 1 - Classification of Liabilities as Current or Non-current	1 January 2024
Amendments to IAS 1 - Noncurrent Liabilities with Covenants	1 January 2024
Amendments to IFRS 16 - Lease Liability in a Sale and Leaseback	1 January 2024
Amendments to IAS 7 and IFRS 7 - Supplier Finance Arrangements	1 January 2024

All the changes were adopted by the Group. None of the standards, interpretations and amendments, effective for the first time from 1 January 2024, have had a material effect on the financial statements.

New Standards, Interpretations and Amendments not yet Effective

The new standards which are not yet effective will not have a material impact on the financial statements. None of them have been early adopted.

Standard	Effective Date, Annual Period beginning on or after
Amendments to IAS 21 - The Effects of Changes in Foreign Exchange Rates	1 January 2025
Amendments to IFRS 18 - Presentation and Disclosures in Financial Statements	1 January 2027
Amendments to IFRS 19 - Subsidiaries without Public Accountability: Disclosures	1 January 2027

Revenue Recognition

Revenue represents amounts receivable for services net of VAT. Revenue is derived from the administration of our customers' retirement savings and the provision of one-off ancillary services to customers. The Group operates a service to combine and transfer customers' old retirement savings into new online plans, which are subsequently managed by third party money managers. The Group has applied the 5-step model outlined in IFRS 15 Revenue from contracts with customers as is set out below:

Identification of the contract with a customer - During account opening, the customer is made aware of the promises the Group is making. Rights and obligations of each party are outlined. The point at which the customer agrees to the terms and conditions is the point at which both the Group and the customer have signed or agreed the contract.

Identification of the performance obligations in the contract - The Group makes one promise to its customers, the careful administration of the customers' retirement savings, including through investments with its third party money managers. The Group performs administrative tasks during the process of on-boarding its customers to its technology platform which are necessary for the fulfilment of administration of the customers' retirement savings. The Group does not consider these administrative tasks to be a separate performance obligation. As a result, it is considered that the Group has a single performance obligation, which is the administration of the customers' retirement savings.

Determination of the transaction price - The money managers invest customers' retirement savings in funds ('Group Plans') that match each customer's selection. The Group charges an annual management fee that is charged daily against the units held by each customer. The annual management fee is based on a fixed percentage (%) which varies for each of the Group Plans. In the UK, fees range from 0.50% to 0.95%. There is a further fixed discount of 50% provided to customers who have over £100,000 in their pension pots. The discount is applied to the incremental amount over and above £100,000. In the US, fees are 0.85%.

Allocation of the transaction price - As there is only one performance obligation, the whole transaction price is allocated to this performance obligation.

Recognition of revenue when a performance obligation is satisfied - The administration of customers' retirement savings is continuous until the customer fully withdraws their retirement pot or transfers it to another registered retirement savings provider. Revenue is recognised over time as the customer simultaneously receives and consumes the benefits provided by the Group's performance as the Group performs them. The performance obligation is satisfied when the customer receives the service. Revenue is calculated daily as a percentage (basis points) of the value of Assets under Administration ('AUA') as agreed by the customer. Payment is due on a daily basis but settled on a monthly basis.

Consideration Payable to Customers

The Group runs an incentive-linked marketing campaign where a customer becomes entitled to a contribution upon sign-up with PensionBee. This consideration payable to the customer is not in exchange for a distinct good or service that the customer transfers to the Group. Therefore, it is accounted for as a reduction to the transaction price. The full consideration is accounted for as a revenue reduction in the year it is payable because the difference between spreading it over the contract life and recognising it in full in the year it is incurred is not material. A materiality assessment is done annually.

Recurring Revenue

The Group's Revenue is recurring in nature as the annual charges are calculated daily as a percentage (basis points) of the value of AUA and will continue to be earned on an ongoing basis whilst the Group administers those assets. Recurring Revenue is derived from management fees and is recognised based on daily accruals of customers' retirement savings balances as the performance obligation, being the provision of retirement savings scheme administration services to customers, is met. These management fees are charged daily and collected by the Group on a monthly basis.

Other Revenue

Other Revenue relates to commission earned from referring individuals to purchase life insurance products and to a one-off charge for full draw-down within one year of becoming an Invested Customer. For this revenue stream, the performance obligation is the execution of the requested task. There are fee structures in place which are used to determine the transaction price. Revenue is recognised at a point in time when the requested task is executed (when the service is provided to the customer).

Other Income

Other Income relates to amounts received in relation to marketing costs reimbursements. Under an agreement with State Street Global Advisors ('State Street'), the Group is reimbursed for certain marketing costs incurred by its subsidiary PensionBee Inc. The recognition of such reimbursements as Other Income is contingent upon the achievement of specified net new asset thresholds. Amounts received in advance are recorded as deferred income and recognised as other income only when the corresponding qualifying marketing costs have been incurred by PensionBee Inc.

Foreign Currency Transactions and Balances

Functional and presentation currency

Items included in the financial statements of each of the group entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency').

Foreign currency transactions and balances

In preparing the financial statements of the group entities, transactions in currencies other than the entity's functional currency ('foreign currencies') are recognised at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences are recognised in the Statement of Comprehensive Income in the period in which they arise.

Foreign operations

For the purpose of presenting the Consolidated Financial Statements, the results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

● assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position;

● income and expenses for each statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and,

● all resulting exchange differences are recognised in the Statement of Comprehensive Income and accumulated in a foreign currency translation reserve.

Taxation

Tax on the loss for the year comprises research and development credit. There was no current or deferred tax charge for the year (2023: £nil). Tax is recognised in the Statement of Comprehensive Income except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income.

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the United Kingdom.

Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes liabilities where appropriate.

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Property, Plant and Equipment

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. The Group assesses at each reporting date whether there are impairment indicators for tangible fixed assets.

Depreciation

Depreciation is charged to the Statement of Comprehensive Income on a straight-line basis over the estimated useful lives of each part of an item of tangible fixed assets. The estimated useful lives are as follows:

Asset Class	Depreciation Method and Rate
Computer Equipment	three years straight line
Furniture and Fittings	four years straight line
Leasehold Improvements	straight line over life of the lease
Right of Use Assets	straight line over life of the lease

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal (i.e. at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the Statement of Comprehensive Income when the asset is derecognised.

The residual values, useful lives, and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

Internally Generated Intangible Assets - research and development expenditure

Expenditure on research activities is recognised as an expense in the period in which it is incurred.

An intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following conditions have been demonstrated:

● the technical feasibility of completing the intangible asset so that it will be available for use or sale

● the intention to complete the intangible asset and use or sell it

● the ability to use or sell the intangible asset

● how the intangible asset will generate probable future economic benefits

● the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset

● the ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognised for intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no intangible asset can be recognised, development expenditure is recognised in the Statement of Comprehensive Income in the period in which it is incurred.

Subsequent to initial recognition, intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses. The estimated useful lives are as follows:

Asset Class	Amortisation Method and Rate
Capitalised Development Costs	eight years straight line

Intangible assets are amortised from the point at which the assets are available for use.

Impairment of Non-Financial Assets

The Group assesses at each reporting date, whether there is an indication that an asset may be impaired. If any such indication exists, the recoverable amount of the asset is estimated based on an asset's fair value less cost of disposal. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. Impairment loss is recognised in the Statement of Comprehensive Income.

Cash and Cash Equivalents

Cash and cash equivalents comprise cash on hand and short term highly liquid deposits with a maturity of less than 3 months.

Trade Receivables

Trade and other receivables are recognised initially at the transaction price less attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade receivables and other receivables.

Trade Payables

Trade and other payables are recognised initially at transaction price plus attributable transaction costs. Subsequently they are measured at amortised cost using the effective interest method. Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the reporting date and are discounted to present value where the effect is material.

Leases

Initial Recognition and Measurement

The Group initially recognises a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term.

The lease liability is measured at the present value of the lease payments to be made over the lease term. The lease payments include fixed payments, purchase options at exercise price (where payment is reasonably certain), expected amount of residual value guarantees, termination option penalties (where payment is considered reasonably certain) and variable lease payments that depend on an index or rate.

The right-of-use asset is initially measured at the amount of the lease liability, adjusted for lease prepayments, lease incentives received, the group's initial direct costs (e.g. commissions) and an estimate of restoration, removal, and dismantling costs.

Subsequent Measurement

After the commencement date, the Group measures the lease liability by:

a) Increasing the carrying amount to reflect interest on the lease liability;

b) Reducing the carrying amount to reflect the lease payments made; and

c) Re-measuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in substance fixed lease payments or on the occurrence of other specific events.

Interest on the lease liability in each period during the lease term is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability. Interest charges are included in finance cost in the Statement of Comprehensive Income, unless the costs are included in the carrying amount of another asset applying other applicable standards. Variable lease payments not included in the measurement of the lease liability, are included in operating expenses in the period in which the event or condition that triggers them arises. Repayment of lease liabilities within financing activities in the Statement of Cash Flows include both the principal and interest.

Short Term and Low Value Leases

The Group has made an accounting policy election, by class of underlying asset, not to recognise lease assets and lease liabilities for leases with a lease term of 12 months or less (i.e. short-term leases).

The Group has made an accounting policy election on a lease-by-lease basis, not to recognise lease assets and lease liabilities on leases for which the underlying asset is worth £5,000 or less (i.e. low value leases).

Lease payments on short term and low value leases are accounted for on a straight-line basis over the term of the lease or other systematic basis if considered more appropriate. Short term and low value lease payments are included in operating expenses in the Statement of Comprehensive Income.

Share Capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined Contribution Pension Obligation

The Group operates a defined contribution plan for its employees, under which the Group pays fixed contributions into the PensionBee Personal Pension (UK employees) and PensionBee 401(k) (US employees). Once the contributions have been paid, the Group has no further payment obligations.

The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in creditors as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group.

Share-based Payments

The cost of equity-settled transactions with employees is measured by reference to the fair value of the equity instruments granted at the date at which they are granted and is recognised as an expense over the vesting period, which ends on the date on which the relevant employees become fully entitled to the award. Fair value is determined by using the market price of the shares at a point in time adjacent to the issue of the award. In valuing equity-settled transactions, no account is taken of any vesting conditions, other than conditions linked to the price of the shares of the Group (market conditions) and non-vesting conditions. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market or non-vesting condition, which are treated as vesting irrespective of whether the market or non-vesting condition is satisfied, provided that all other vesting conditions are satisfied. At each balance sheet date, before vesting the cumulative expense is calculated, representing the extent to which the vesting period has expired and management's best estimate of the achievement or otherwise of non-market conditions and of the number of equity instruments that will ultimately vest, or in the case of an instrument subject to a market condition, will be treated as vesting as described above. The movement in cumulative expense since the previous balance sheet date is recognised in the Statement of Comprehensive Income, with a corresponding entry in equity under the Share-based Payment Reserve.

Where the terms of an equity-settled award are modified, or a new award is designated as replacing a cancelled or settled award, the cost based on the original award terms continues to be recognised over the original vesting period. In addition, an expense is recognised over the remainder of the new vesting period for the incremental fair value of any modification, based on the difference between the fair value of the original award and the fair value of the modified award, both as measured on the date of the modification. No reduction is recognised if this difference is negative. Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any cost not yet recognised in the Statement of Comprehensive Income for the award is expensed immediately. Any compensation paid up to the fair value of the award at the cancellation or settlement date is deducted from equity (Share-based Payment Reserve), with any excess over fair value expensed in the Statement of Comprehensive Income.

The Company has established a Share-based Payment Reserve but does not transfer any amounts from this reserve on the exercise or lapse of options. On exercise, shares issued are recognised in share capital at their nominal value. Share premium is recognised to the extent the exercise price is above the nominal value. Where the Company is settling part of the exercise price, a transfer is made from retained earnings to share capital.

Research and Development

Research and development expenditure is recognised as an expense as incurred, except that development expenditure incurred on an individual project that is capitalised as an intangible asset when the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, how the asset will generate future economic benefits, the availability of resources to complete development of the asset and the ability to measure reliably the expenditure during development. Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use. The Group's research and development costs relate to costs incurred on projects carried out to advance technology used to serve its customers.

Impairment of Financial Assets

Measurement of Expected Credit Losses

Expected credit losses ('ECLs') are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate.

For trade and other receivables, the Group applies a simplified approach in calculating the ECLs. Therefore, the Group recognises a loss allowance based on lifetime ECLs at each reporting date.

3. Critical Accounting Judgements and Key Sources of Estimation Uncertainty

In the application of the Group's accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The Group does not have any critical accounting judgements or key estimation uncertainties.

4. Revenue

The analysis of the Group's Revenue for the period from continuing operations is as follows:

	2024	2023
	£ 000	£ 000
Recurring Revenue	32,876	23,660
Other Revenue	327	157
	33,203	23,817

Recurring Revenue relates to revenue from the annual management fee charged to customers. There are no individual revenues from customers which exceed 10% of the Group's total Revenue for the year.

5. Operating Segments

Operating segments and reporting segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ('CODM'). The Group considers that the role of CODM is performed by the Board of Directors. The Board of Directors regularly reviews the Group's operating results from a geographical perspective and has identified two reportable segments of the business; the United Kingdom (PensionBee Group plc and PensionBee Limited), and the United States (PensionBee Inc.). PensionBee Trustees Limited is a non-operational company domiciled in the United Kingdom. Both segments provide the same service; the provision of direct-to-consumer online retirement savings consolidation and management.

The Board of Directors uses Operating Profit/(Loss) to assess the performance of the operating segments. The Board of Directors also reviews the assets and liabilities of the segments on a quarterly basis.

Operating Profit

For the year ended 31 December 2024:

	United Kingdom	United States	Intersegmental eliminations	Total
	£ 000	£ 000	£ 000	£ 000
Revenue	34,399	-	(1,196)	33,203
Employee Benefits Expense	(12,163)	(455)	-	(12,618)
Share-based Payments	(3,067)	(83)	-	(3,150)
Depreciation and Amortisation Expense	(286)	(3)	-	(289)
Advertising and Marketing	(9,113)	(767)	-	(9,880)
Other Expenses	(10,766)	(1,472)	1,204	(11,034)
Other Income	-	767	-	767
Expansion Costs	(54)	(168)	-	(222)
Operating Profit/(Loss)	(1,050)	(2,181)	8	(3,223)

For the year ended 31 December 2023, all the Revenue, Expenses and Operating Profit/(Loss) is attributable to the United Kingdom segment.

Segment Assets and Liabilities

	United Kingdom	United States of America	Intersegmental eliminations	Total
	£ 000	£ 000	£ 000	£ 000
Non-current Assets	4,400	144	(3,491)	1,053
Current Assets	34,887	5,332	-	40,219
Non-current Liabilities	(178)	(1,239)	1,239	(178)
Current Liabilities	(2,528)	(4,391)	176	(6,743)
Net Assets	36,581	(154)	(2,076)	34,351

For the year ended 31 December 2023, all Assets and Liabilities are attributable to the United Kingdom segment.

Adjusted EBITDA

Adjusted EBITDA excludes the effects of significant items of income and expenditure which might have an impact on the quality of earnings such as non-recurring costs (Expansion Costs) and the effects of equity-settled Share-based Payments. See Note 28 for the reconciliation of the Operating Profit/(Loss) to Adjusted EBITDA.

6. Employee Benefits Expense

The aggregate payroll costs (including Directors' remuneration) were as follows:

	2024	2023
	£ 000	£ 000
Wages and Salaries	11,109	10,801
Social Security Costs	1,215	1,200
Pension Costs, Defined Contribution Scheme	294	300
	12,618	12,301
Share-based Payments	3,150	2,182
	15,768	14,483

The average number of persons employed by the Group (including Directors) during the year, analysed by category, was as follows:

	2024	2023
	No.	No.
Executive Management	10	10
Technology and Product	44	47
Marketing	18	17
Customer Service	82	92
Legal, Compliance and Risk	15	12
Administration and Other	24	24
	193	202

7. Directors' Remuneration

The Directors' remuneration for the year was as follows:

	2024	2023
	£ 000	£ 000
Remuneration	1,008	963
Group Contributions paid to Defined Contribution Pension Schemes	11	11
	1,019	974

During the year the number of Directors who were receiving benefits and share incentives was as follows:

	2024	2023
	No.	No.
Members of Defined Contribution Pension Schemes	5	5

In respect of the highest paid Director:

	2024	2023
	£ 000	£ 000
Remuneration	218	219
Group Contributions to Defined Contribution Pension Schemes	2	2

Exercise of Share Options:

	2024	2023
	£ 000	£ 000
Amount of Gains made on the Exercise of Share Options	293	164

8. Other Expenses

	2024	2023
	£ 000	£ 000
Auditor's Remuneration	256	215
Money Manager Costs	4,315	3,245
Other Expenses	6,463	6,557
	11,034	10,017

Included in Other Expenses are technology and platform costs, professional services fees, irrecoverable VAT and general and administrative costs.

9. Other Income

	2024	2023
	£ 000	£ 000
Other Income	767	-
	767	-

During the year the Company (through its subsidiary, PensionBee Inc.) entered into an agreement with State Street under which State Street will provide meaningful marketing support to PensionBee Inc. Under the terms of the agreement, State Street reimburses marketing costs incurred by PensionBee Inc. The annual amount of the marketing costs reimbursement is based on the achievement of certain net new asset thresholds. Other Income relates to marketing costs reimbursements received from State Street. Amounts received in advance have been accounted for as deferred income and will be released to Other Income to the extent that a qualifying marketing cost has been incurred by PensionBee Inc.

10. Finance Income and Costs

Finance Income:

	2024	2023
	£ 000	£ 000
Interest Income	102	6
	102	6

Finance Costs:

	2024	2023
	£ 000	£ 000
Interest Expense on Lease Liabilities	22	33
Interest Expense on Dilapidations Provision	4	3
	26	36

11. Auditors Remuneration

	2024	2023
	£ 000	£ 000
Audit of the Company's Financial Statements	76	56
Audit of the Company's Subsidiary Financial Statements	140	112
Total Audit Fees	216	168

	2024	2023
	£ 000	£ 000
Audit Related Assurance Services	40	47
Total Audit Related Assurance Fees	40	47

Auditor's remuneration has been shown net of VAT. Audit Related Assurance Fees relate to the half year review of the Group's financial statements and CASS audit services received by PensionBee Limited. No services were provided pursuant to contingent fee arrangements.

12. Taxation

Tax charged/(credited) in the Statement of Comprehensive Income:

	2024	2023
	£ 000	£ 000
Current Taxation
Corporation Tax	(11)	(150)
Deferred Taxation	-	-
Arising from Origination and Reversal of Temporary Differences	-	-
Arising from Tax Rate Changes	-	-
Total Deferred Taxation	-	-
Tax Credit in the Statement of Comprehensive Income	(11)	(150)

The tax on the Group loss for the year was computed at the UK rate of corporation tax of 25% (2023: 23.5%). From 1 April 2023, the corporation tax rate of 25% was effective for companies with profits of £250,000 and over. PensionBee will likely utilise its carried forward losses while making profits exceeding £250,000 and incurring corporation tax at the rate of 25%.

The differences are reconciled below:

	2024	2023
	£ 000	£ 000
Profit/(Loss) before Tax	(3,147)	(10,709

Corporation Tax at Standard Rate	(787)	(2,521)
Impact of profits/losses earned in territories with different statutory rates to the UK	(227)	-
Non-deductible Expenses	13	172
Non-deductible Income	(13)	-
Capital Allowances	-	(1)
Share-based Payments	258	318
Unrecognised Tax Losses	984	2,032
Research and Development tax relief	(239)	(150)
Total Tax Credit	(11)	(150)

	2024	2023
	£ 000	£ 000
Fixed Assets Temporary Differences	(73)	(36)
Total Deferred Tax Liability	(73)	(36)

Losses available for offsetting against Future Taxable Income	73	36
Total Deferred Tax Asset	73	36
Net Deferred Tax	-	-

The Group has £84,528,000 of non-expiring carried forward tax losses at 31 December 2024 (2023: £81,394,000) against which no deferred tax asset has been recognised. A deferred tax asset has not been recognised on the basis that there is insufficient certainty over the recovery of these tax losses in the near future.

13. Earnings per Share

Basic Earnings per Share is calculated by dividing the Loss Attributable to Equity Holders of the Company by the Weighted Average Number of ordinary Shares Outstanding during the year.

Diluted Earnings per Share is calculated by dividing the Loss Attributable to Equity Holders of the Company adjusted for the effect that would result from the weighted average number of ordinary shares plus the weighted average number of shares that would be issued on the conversion of all the dilutive potential shares under option. At each balance sheet date reported below, the following potential ordinary shares under option are anti-dilutive and are therefore excluded from the weighted average number of ordinary shares for the purpose of Diluted Earnings per Share.

	2024	2023
Number of Potential Ordinary Shares	9,649,849	6,757,781
Profit/(Loss) Attributable to Equity Holders of PensionBee Group plc (£)	(3,136,000)	(10,569,000)
Weighted Average Number of Ordinary Shares Outstanding during the Year	226,562,419	223,559,764
Basic and Diluted Earnings per Share (pence per Share)	(1.38)	(4.73)

Basic Earnings per Share was (1.38)p for 2024 (2023: (4.73)p).

14. Property, Plant and Equipment

	Fixtures and Fittings	Leasehold Improvements	Computer Equipment	Total
	£ 000	£ 000	£ 000	£ 000
Cost
At 1 January 2023	61	377	363	801
Additions	2	41	52	95
Disposals	-	-	-	-
At 31 December 2023	63	418	415	896

At 1 January 2024	63	418	415	896
Additions	4	-	114	118
Disposals	-	-	(16)	(16)
At 31 December 2024	67	418	513	998

Accumulated Depreciation
At 1 January 2023	58	176	209	443
Charge for the year	2	56	90	148
Eliminated on Disposal	-	-	-	-
At 31 December 2023	60	232	299	591

At 1 January 2024	60	232	299	591
Charge for the year	1	59	85	145
Eliminated on Disposal	-	-	(14)	(14)
At 31 December 2024	61	291	370	722

Carrying Amount
At 31 December 2024	6	127	143	276
At 31 December 2023	3	186	116	305
At 1 January 2023	3	201	154	358

15. Intangible Assets

	Capitalised Development Costs	Total
	£ 000	£ 000
Cost
At 1 January 2023	-	-
Additions	-	-
Disposals	-	-
At 31 December 2023	-	-

At 1 January 2024	-
Additions	267	267
Disposals	-	-
At 31 December 2024	267	267

Accumulated Depreciation
At 1 January 2023	-	-
Charge for the year		-
Eliminated on Disposal	-	-
At 31 December 2023	-	-

At 1 January 2024	-	-
Charge for the year	3	3
Eliminated on Disposal	-	-
At 31 December 2024	3	3

Carrying Amount
At 31 December 2024	264	264
At 31 December 2023	-	-
At 1 January 2023	-	-

Capitalised development costs include employee costs and directly attributable supplier costs incurred in the development of the technology platform and mobile application.

16. Right of Use Asset

	£ 000
Cost
At 1 January 2023	706
Additions	-
Disposals	-
At 31 December 2023	706

At 1 January 2024	706
Additions	-
Disposals	-
At 31 December 2024	706

Accumulated Depreciation
At 1 January 2023	153
Charge for the year	141
Eliminated on Disposal	-
At 31 December 2023	294

At 1 January 2024	294
Charge for the year	142
Eliminated on Disposal	-
At 31 December 2024	436

Carrying Amount
At 31 December 2024	270
At 31 December 2023	412
At 1 January 2023	553

17. Trade and Other Receivables

	2024	2023
	£ 000	£ 000
Trade Receivables	3,037	2,240
Prepayments	2,105	1,901
Other Receivables	82	206
	5,224	4,347

Trade and Other Receivables are measured at amortised cost and management assessed that the carrying value is approximately their fair value due to the short-term maturities of these balances.

18. Share Capital

Allotted, Called Up and Fully Paid Shares

	2024		2023
	No. 000	£ 000	No. 000	£ 000
At 1 January	223,963	224	222,862	223
Shares issued	12,159	12	1,101	1
At 31 December	236,122	236	223,963	224

During the year, PensionBee Group plc issued ordinary shares, to satisfy the exercise of share options totalling 1,348,265 ordinary shares (2023: 1,100,706) of £0.001 each. The exercise price for each exercised share option was £0.001 (2023: £0.001).

On 28 October 2024, PensionBee Group plc issued 10,810,811 ordinary shares of £0.001 each to raise capital. Each share was issued at £1.85. Transaction costs incurred and directly attributable to the issuance of these shares amounted to £762,000. These costs were recognised as a reduction to the share premium.

Each ordinary share carries one vote per share and ranks pari passu with respect to dividends and capital.

19. Reserves

Share Premium

The Share Premium account represents the excess of the issue price over the par value on shares issued, less transaction costs arising on the issue.

Share-based Payment Reserve

The Share-based Payment Reserve is used to recognise the value of equity-settled share-based payments provided to employees, including key management personnel, as part of their remuneration.

Retained Earnings

The balance in the Retained Earnings account represents the distributable reserves of the Group.

20. Leases

In December 2021, the Group entered into a new property lease with a 5-year lease term ending in December 2026. At inception, the lease liability was determined using a discount rate linked to London office rental yields, adjusted for the risk premium for certain company specific factors as well as taking into consideration the interest rate associated with the revolving credit facility entered into in March 2021 and subsequently cancelled in September 2021. The discount rate applied was 7%. The lease terms have not been amended since inception.

The carrying amounts of Right of Use Assets recognised and the movements during each year are set out in Note 16. Set out below are the carrying amounts of lease liabilities and the movements during the year.

	2024	2023
	£ 000	£ 000
As at 1 January	398	551
Accretion of Interest	22	33
Payments	(128)	(186)
As at 31 December	292	398

Lease Liabilities included in the Statement of Financial Position:

	2024	2023
	£ 000	£ 000
Non-current	125	292
Current	167	106
	292	398

The following are the amounts recognised in the Statement of Comprehensive Income:

	2024	2023
	£ 000	£ 000
Depreciation on Right of Use Asset	142	141
Interest on Lease Liability	22	33
	164	174

21. Provisions

	2024	2023
Dilapidations	£ 000	£ 000
As at 1 January	49	46
Interest	4	3
As at 31 December	53	49
Non-current Liabilities	53	49

The Group is required to restore the leased premises of its offices to their original condition at the end of the lease term. The lease term ends on 2 December 2026. A provision has been recognised at the present value of the estimated expenditure required to remove any leasehold improvements. These costs have been capitalised as part of the Right of Use Asset and are amortised over the useful life of the asset.

22. Trade and Other Payables

	2024	2023
	£ 000	£ 000
Trade Payables	111	269
Accrued Expenses	2,257	1,496
Other Payables	77	68
Deferred Income	4,131	-
	6,576	1,833

Trade and Other Payables are measured at amortised cost and management assessed that the carrying value is approximately their fair value due to the short-term maturities of these balances.

Deferred income arises as a result of marketing funding received in advance from State Street Global Advisors, a US-based global financial institution, see Note 9.

23. Pensions and Other Schemes

The Group operates a defined contribution pension scheme (UK employees) and 401(k) (US employees). The retirement cost charge for the year represents contributions payable by the Group to the schemes and amounted to £294,000 (2023: £301,000).

24. Share-based Payments

PensionBee EMI and Non-EMI Share Option Scheme

Scheme Details and Movements

Under the PensionBee EMI and Non-EMI Share Option Scheme share options were granted to eligible employees who have passed their probation period at the Group. The exercise price of all share options is £0.001 per share.

The share options normally vest on the later of the following tranches, 25% of the shares vest on the first anniversary of the vesting commencement date with the remaining 75% of the shares vesting quarterly in equal instalments over the following three years.

The fair value of the share options granted is estimated on the date of grant by reference to the prevailing share price. Before the Company was listed in 2021, the fair value was determined by reference to the price paid by external investors as part of periodic funding rounds.

The weighted average fair value of share options granted during the year was £nil (2023: £ nil).

During the year ended 31 December 2021, share options could be exercised upon the occurrence of an exit event, a takeover, reconstruction, liquidation and sale of the business, to the extent they had vested. In the event that there had been no exit event before the tenth anniversary of the date of grant, the Directors were able to determine that an option holder could exercise their option in the 30 day period before such anniversary.

Following the listing of the Company in 2021, share options can be exercised upon satisfying the service condition.

The movements in the number of share options during the year were as follows:

	2024	2023
	No.	No.
Outstanding, start of the year	1,517,770	2,444,403
Exercised during the year	(995,726)	(910,283)
Expired during the year	(7,310)	(16,350)
Outstanding, end of the year	514,734	1,517,770

The weighted average share price on the dates the share options were exercised during the year was £1.51 (2023: £0.74) and the weighted average remaining contractual life is one month (2023: eight months).

Deferred Share Bonus Awards

Scheme Details and Movements

Under the PensionBee Deferred Share Bonus Plan, awards ('DSB Awards') are granted to eligible employees who are, or were, an employee (including an Executive Director) of the Group who have been granted a bonus. DSB Awards are granted in the subsequent financial year once the annual bonus outturn has been determined. The DSB Awards are granted by way of share options, with an exercise price of £0.001 per share.

For the two Executive Directors that were in office as of 31 December 2021, their 2022 granted DSB Awards cliff vest on the third anniversary of the date of grant. For the rest of the employees and the subsequent grants, DSB Awards vest in three equal instalments over a service period of three years from grant date. DSB Awards vest upon satisfying the service condition.

The fair value of the DSB Awards is the share price on the grant date. DSB Awards can be exercised to the extent they have vested.

The weighted average fair value of DSB Awards granted during 2024 was £0.97 (2023: £0.98).

The movements in the number of DSB Awards during the year were as follows:

	2024	2023
	No.	No.
Outstanding, start of the year	1,280,762	889,551
Granted during the year	1,582,724	626,223
Exercised during the year	(352,539)	(190,423)
Lapsed during the year	(40,190)	(44,589)
Outstanding, end of the year	2,470,757	1,280,762

The weighted average share price on the dates the share options were exercised during the year was £1.50 (2023: £0.80). The weighted average remaining contractual life is 11 months (2023: one year).

Long Term Incentives

Scheme Details and Movements

Under the PensionBee Long Term Incentives Plan, restricted share plan awards ('RSP Awards') are granted to eligible employees who are or were employees (including an Executive Director) of the Group, at mid-level management or higher, who have been granted a bonus. RSP Awards are granted in the subsequent financial year following a bonus grant. The RSP Awards are granted by way of share options, with an exercise price of £0.001 per share.

The RSP Awards vest in tranches, a third of the RSP Awards vest on the third anniversary, a third on the fourth anniversary and the last third on the fifth anniversary of the grant date.

The fair value of the RSP Awards is the share price on the grant date discounted for the restricted selling period. RSP Awards can be exercised to the extent they have vested and after a five year holding period.

The weighted average fair value of RSP Awards granted during 2024 was £0.93 (2023: £0.94).

The movements in the number of RSP Awards during the year were as follows:

	2024	2023
	No.	No.
Outstanding, start of the year	3,959,249	1,285,266
Granted during the year	2,803,728	2,791,756
Exercised during the year	-	-
Lapsed during the year	(98,619)	(117,773)
Outstanding, end of the year	6,664,358	3,959,249

There were no exercises during the year (2023: nil) and the weighted average remaining contractual life is two years and five months. (2023: two years and five months).

Charge/Credit arising from Share-based Payments

The total charge for the year for the Share-based Payments was £3,150,000 (2023: £2,182,000), all of which related to equity-settled share-based payment transactions.

25. Financial Risks Review

This note presents information about the Group's exposure to financial risks and the Group's management of capital. Financial risk exposure results from the operations of the Subsidiary. The Company is not trading and therefore is structured to avoid, in so far as possible, all forms of financial risk.

Financial Risk Management Objectives

The Group has identified the financial risks arising from its activities and has established policies and procedures to manage these risks in accordance with its risk appetite. These risks included market risk, credit risk and liquidity risk. The Group does not enter or trade financial instruments, including derivative financial instruments. Assisted by the Audit and Risk Committee, the Board of Directors has overall responsibility for establishing and overseeing the Group's risk management framework and risk appetite.

The Group's financial risk management policies are intended to ensure that risks, including emerging risks are identified, evaluated and subject to ongoing close monitoring and mitigation where appropriate. The Board of Directors regularly reviews financial risk management policies, procedures and systems to reflect changes in the business, risk horizon, markets and financial instruments used by the Group. The Group's senior management is responsible for the day-to-day management of these risks in accordance with the Group's risk management framework.

Market Risk

Market risk is the risk that the fair value or future cash flows of financial instruments will fluctuate because of changes in market prices. Market risk comprises risks including interest rate risk, currency risk and price risk.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group considers interest rate risk to be insignificant due to no debt.

Price Risk

The main source of Revenue is based on the value of Assets under Administration ('AUA'), a measure of the total assets for which a financial institution provides administrative services. The Group has an indirect exposure to price risk on investments held on behalf of customers. These assets are not on the Group's Statement of Financial Position. The risk of lower revenues is partially mitigated by asset class diversification. The Group does not hedge its revenue exposure to movements in the value of customers' assets arising from these risks, and so the interests of the Group are aligned to those of its customers.

A 10% change in equity markets would have an approximate 7.5% impact on Revenue. The 10% change in equity markets is a reasonable approximation of possible change. The key assumption in this assessment is the percentage change of market volatility over the next 12 months from the year ended 2024.

Foreign Exchange Risk

Foreign exchange risk arises when the group entities enter into transactions denominated in a currency other than its functional currency. The Group's policy is, where possible, to allow group entities to settle liabilities denominated in its functional currency with the cash generated from their own operations in that currency.

The Group aims to fund expenses and investments in the respective currency and to manage foreign exchange risk at a local level by matching the currency in which Revenue is generated and expenses are incurred.

Credit Risk

Credit risk is the risk that a counterparty will be unable to pay amounts in full when due. The Group's exposure to credit risk arises principally from its cash balances held with banks and trade receivables. The Group's trade receivables are the contractual cash flow obligations that the payors must meet. The payors are BlackRock and State Street which are high credit rated financial institutions. Assets they hold on behalf of the Group are a small percentage of their net assets and on this basis, credit risk is considered to be low. The Group utilises the simplified approach to provide for expected credit losses allowing the use of lifetime loss allowances to be made. In determining expected credit losses, financial assets have been grouped based on shared credit risk characteristics, such as number of days past due and the counterparty.

At the end of the reporting period no assets were determined to be impaired and there was no balance past due.

In certain cases, the Group will also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

Due to the Group's financial assets primarily being trade receivables which all have an expected lifetime of less than 12 months, the Group has elected to measure the expected credit losses at 12 months only. The Group's expected credit loss is £nil (2023: £nil).

Set out below is the information about the credit risk exposure on the Group's trade receivables:

	Days Past Due
	Current	< 30 days	30-60 days	61-90 days	>91 days	Total
31 December 2024	£ 000			£ 000	£ 000	£ 000
Gross Trade Receivables	3,037	-	-	-	-	3,037
Other Receivables	72	-	-	5	5	82

	Days Past Due
	Current	< 30 days	30-60 days	61-90 days	>91 days	Total
31 December 2023	£ 000			£ 000	£ 000	£ 000
Gross Trade Receivables	2,240	-	-	-	-	2,240
Other Receivables	179	-	-	-	27	206

The Group's Trade Receivables are concentrated in the following money managers:

	2024	2023
BlackRock	75%	75%
State Street	25%	15%
Legal & General	0%	10%
	100%	100%

Other Receivables mainly comprise of the R&D tax credit due from HMRC and the office rental deposit. The probability of default by these parties is deemed low. The credit risk on liquid funds financial instruments is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. The Group's principal Banks are Barclays Bank and HSBC Innovation Banking. The Group only uses banks with a credit rating of at least BBB+ (Standard & Poor's). The Group's liquid funds are concentrated in Barclays, which holds 67% of the total balance as at year end (2023: 72%) and HSBC, which holds 31% of the total balance as at year end (2023: 27%).

Liquidity Risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations to settle its liabilities. This is managed through cash flow forecasting.

Undiscounted Maturity Analysis

The following table sets out the remaining contractual maturities of the group's financial liabilities by type:

	Within 1 year	Between 1 and 5 years	After more than 5 years	Total
31 December 2024	£ 000	£ 000	£ 000	£ 000
Trade and Other Payables	6,576	-	-	6,576
Lease Liabilities	167	125	-	292

	Within 1 year	Between 1 and 5 years	After more than 5 years	Total
31 December 2023	£ 000	£ 000	£ 000	£ 000
Trade and Other Payables	1,833	-	-	1,833
Lease Liabilities	129	309	-	438

Capital Risk Management

For the purpose of the Group's capital management, capital includes issued share capital, share premium and all other equity reserves attributable to the equity holders of the Company.

The Group manages its capital to ensure that it will be able to continue as a going concern by ensuring compliance with regulatory capital requirements set by the FCA and maximising returns to shareholders through optimal capital deployment. Regulatory capital is determined in accordance with the requirements prescribed by the FCA. The Group performs capital assessments and maintains a surplus over the regulatory capital requirement at all times.

The Group met its regulatory capital requirement throughout the years 2023 and 2024.

The Group manages its capital structure and makes adjustments considering changes in economic conditions. To maintain or adjust the capital structure, the Group may return capital to shareholders or issue new shares.

Externally Imposed Capital Requirements

The capital adequacy of the business is monitored on a quarterly basis as part of general business planning by the Finance Team. The Group conducts a capital adequacy assessment process, as required by the Financial Conduct Authority ('FCA') to assess and maintain the appropriate levels.

26. Related Party Transactions

	2024	2023
Key Management Compensation	£ 000	£ 000
Salaries and Other Short-term Employee Benefits	2,175	2,034
Other Long-term Benefits	26	25
Share-based Payments	1,971	1,463
	4,172	3,522

Some Key Management Personnel use the Group's services on commercial terms which are consistent with the standard terms and conditions as available on the website.

Related Party - PensionBee Trustees Limited

The following related party transactions were between the PensionBee Limited and PensionBee Trustees Limited before the acquisition of PensionBee Trustees Limited by PensionBee Group plc on 27 November 2024:

(i) Payment of the PensionBee Trustees Limited bank fees on a quarterly basis. During this period bank fees amounted to £132,000 (2023: £104,000). There was no outstanding balance at year end (2023: £nil).

(ii) Payment of the PensionBee Trustees Limited's Data Protection fee on an annual basis. During this period, payments amounted to £35 (2023: £35). There was no outstanding balance at year end (2023: £nil).

Transactions with Directors

During the year ended 31 December 2024, there were no transactions with Directors (2023: none). As at the year ended 31 December 2024, there was no outstanding balance with Directors (2023: £nil).

Some Directors use the Group's services on commercial terms which are consistent with the standard terms and conditions as available on the website.

27. Events After the Reporting Period

There were no events of material impact to the financial statements that occurred after the reporting date.

28. Alternative Performance Measures

The Group uses an alternative performance measure ('APM') which is not defined or specified by IFRS. The APM is Adjusted EBITDA, which is the Operating Profit/(Loss) for the year before Taxation, Finance Costs, Depreciation and Amortisation Expense, Share-based Payments and Expansion Costs. The Directors use this APM and a combination of IFRS measures when reviewing the performance and position of the Group and believe that these measures provide useful information with respect to the Group's business and operations. The Directors consider that this APM illustrates the underlying performance of the business by excluding items considered by management not to be reflective of the underlying trading operations of the Group.

The APMs used by the Group are defined below and reconciled to the related IFRS financial measures:

Adjusted EBITDA

Adjusted EBITDA represents the Operating Profit/(Loss) for the year before Taxation, Finance Costs, Finance Income, Depreciation and Amortisation, Share-based Payments and Expansion Costs.

The Adjusted EBITDA for the Group:

	2024	2023
	£ 000	£ 000
Operating Profit/(Loss)	(3,223)	(10,689)
Depreciation and Amortisation Expense	289	288
Share-based Payments¹	3,150	2,182
Expansion Costs²	222	-
Adjusted EBITDA	438	(8,219)

Notes:

1. Relates to total annual charge in relation to Share-based Payments as detailed in Note 24.

2. Relates to one-off expenses incurred in relation to expansion into the United States.

PensionBee Trustees Limited is a non-operational company domiciled in the United Kingdom.

The Adjusted EBITDA for PensionBee UK (PensionBee Group plc and PensionBee Limited):

	2024	2023
	£ 000	£ 000
Operating Profit/(Loss)¹	(1,050)	(10,689)
Depreciation and Amortisation Expense	286	288
Share-based Payments²	3,067	2,182
Expansion Costs³	54	-
UK Adjusted EBITDA	2,357	(8,219)

Notes:

1. Operating Profit/(Loss) includes income generated from the provision of services from PensionBee Limited to PensionBee Inc. amounting to £1,196,000 (2023: £nil). All intercompany transactions are on an arm's length basis.

2. Relates to annual charge in relation to Share-based Payments as detailed in Note 24.

3. Relates to one-off expenses incurred in relation to expansion into the United States.

The Adjusted EBITDA for PensionBee US (PensionBee Inc.):

	2024	2023
	£ 000	£ 000
Operating Profit/(Loss)¹	(2,181)	-
Depreciation and Amortisation Expense	3	-
Share-based Payments²	83
Expansion Costs³	168	-
US Adjusted EBITDA	(1,927)	-

Notes:

1. Operating Profit/(Loss) includes expenses incurred from the provision of services from PensionBee Limited to PensionBee Inc. amounting to £1,204,000 (2023: £nil). All intercompany transactions are on an arm's length basis.

2. Relates to annual charge in relation to Share-based Payments expense as detailed in Note 24.

3. Relates to one-off expenses incurred in relation to expansion into the United States of America.

Directors, Company Secretary and Shareholder Information

PensionBee Executive Directors	Romi Savova (Chief Executive Officer) Jonathan Lister Parsons (Chief Technology Officer) Christoph J. Martin (Chief Financial Officer)
PensionBee Non-Executive Directors	Mark Wood CBE (Non-Executive Chair) Mary Francis CBE (Senior Independent Director) Michelle Cracknell CBE (Independent Non-Executive Director) Lara Oyesanya FRSA (Independent Non-Executive Director)
Company Secretary	Michael Tavener
Registered Number	13172844
Registered Office	PensionBee Group plc 209 Blackfriars Road London SE1 8NL United Kingdom
Auditor	Deloitte LLP 4 Brindley Place Birmingham B1 2HZ United Kingdom
Website	pensionbee.com

Company Registration Number: 09354862. FCA Reference Number: 744931.

Information Commissioner's Office Registration: ZA131262

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PensionBee Group (PBEE)

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