Notes to the Condensed Consolidated Financial Statements

For the Period from 1 January 2025 to 30 June 2025

1.     Corporate 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 Condensed Consolidated Financial Statements of the Group for the six months ended 30 June 2025 were authorised for issue in accordance with a resolution of the Directors on 13 August 2025.

PensionBee Group plc is a public limited company, whose shares are listed on the London Stock Exchange ('LSE'), 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 retirement savings, all from the palm of their hand.

2.     Accounting Policies

Basis of Preparation

The Annual Financial Statements of PensionBee Group plc will be prepared in accordance with United Kingdom adopted International Financial Reporting Standards. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with United Kingdom adopted International Accounting Standard 34 'Interim Financial Reporting'. The Group has prepared the Condensed Consolidated Financial Statements on the basis that it will continue to operate as a going concern. The Directors consider that there are no material uncertainties that may cast significant doubt over this assumption. The Directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report.

The Condensed Consolidated Financial Statements do not include all the information and disclosures required in the Annual Financial Statements, and should be read in conjunction with PensionBee Group's Annual Report and Financial Statements 2024.

The Condensed Consolidated 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 Condensed Consolidated Financial Statements consolidate the financial statements of the Company and its subsidiary undertakings drawn up to 30 June 2025.

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

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

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

All intra-Group 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

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 and the interim period policies consistently comply with International Accounting Standard 34 'Interim Financial Reporting', unless otherwise stated.

Audit Requirements

The financial information for the six months ended 30 June 2025 has not been audited by Deloitte LLP and accordingly no opinion has been given. The comparative financial information for the year ended 31 December 2024 has been extracted from the Annual Report and Financial Statements 2024. The financial information contained in this Interim Report does not constitute statutory accounts as defined in section 435 of the Companies Act 2006 and does not reflect all of the information contained in PensionBee Group plc's Annual Report and Financial Statements 2024. The Annual Financial Statements for the year ended 31 December 2024, which were approved by the Board of Directors on 12 March 2025, received an unqualified audit report, did not contain a statement under section 498 (2) or (3) of the Companies Act 2006 and have been filed with the Registrar of Companies.

Changes in Accounting Policy

None of the standards, interpretations and amendments effective for the first time from 1 January 2025 have had a material effect on the Condensed Consolidated Financial Statements.

Foreign Currency Translation

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 Condensed Consolidated Statement of Comprehensive Income in the period in which they arise.

Foreign operations

For the purpose of presenting the Condensed 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 Condensed Consolidated Statement of Comprehensive Income and accumulated in a foreign currency translation reserve.

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; and

●      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 Condensed 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:

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

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:

5.     Other Income

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.

6.     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 six months to 30 June 2025:

For the six months to 30 June 2024:

Segment Assets and Liabilities

As at 30 June 2025:

As at 31 December 2024:

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 18 for the reconciliation of the Operating Profit/(Loss) to Adjusted EBITDA.

7.     Tax

Tax credited in the Condensed Consolidated Statement of Comprehensive Income:

The Tax Charge in the Condensed Consolidated Statement of Comprehensive Income relates solely to threshold driven tax charges by the New York City and New York State. The prior period Tax Credit in the Condensed Consolidated Statement of Comprehensive Income relates solely to enhanced tax credits in relation to Research and Development.

8.     Earnings per Share

Basic Earnings per Share is calculated by dividing the loss attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares in issue during the period.

Diluted Earnings per Share is calculated by dividing the Loss Attributable to Ordinary Equity Holders of the Company by the Weighted Average Number of ordinary shares in issue during the period. The weighted average number of ordinary shares in issue during the period has not been adjusted for the effect of the weighted average number of shares that would be issued on the conversion of all the potential ordinary shares under option and conditional share awards because the potential ordinary shares are anti-dilutive. At each balance sheet date reported below, the following potential ordinary shares under option and conditional share awards are anti-dilutive and are therefore excluded from the weighted average number of ordinary shares for the purpose of Diluted Earnings per Share.

9.     Intangible Assets

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

10.   Trade and Other Receivables

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.

11.   Share Capital

Allotted, Called Up and Fully Paid Shares

During the year, PensionBee Group plc issued ordinary shares, to satisfy the exercise of share options totalling 1,012,904 ordinary shares (2024: 1,348,265) of £0.001 each. The exercise price for each exercised share option was £0.001 (2024: £0.001).

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

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

12.   Trade and Other Payables

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, a US-based global financial institution, see Note 5.

13.   Financial Assets and Financial Liabilities

The carrying values of the financial assets and liabilities are not materially different from their fair values.

14.   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 had passed their probation period at the Group. The exercise price of all share options is £0.001 per share.

The share options normally vest in 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.

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.

Under this scheme, no share options were granted during the six months ended 30 June 2025 (30 June 2024: nil).

The total number of share options exercised during the six months ended 30 June 2025 was 336,506 (30 June 2024: 552,420) and the weighted average remaining contractual life is nil months (30 June 2024: three months).

Deferred Share Bonus Awards

Scheme Details and Movements

Under the PensionBee Omnibus Plan, Deferred Share Bonus Awards ('DSB Awards') are granted to eligible employees who are, or were, an employee (including an Executive Director) of the Group and have been granted a bonus. DSB Awards are granted in the subsequent financial year following the determination of the annual bonus outturn. The exercise price of all DSB Awards is £0.001 per share.

For the two Executive Directors that were in office as at 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 tranches over a service period of three years from grant date, with the exception of some of the DSB Awards granted in 2025. DSB Awards granted in 2025 to employees in the entry to middle management levels in 2025 vest after a service period of one year from the grant date. DSB Awards vest upon satisfying the service condition.

The fair value of the DSB Awards is the share price on grant date. DSB Awards granted by way of share option can be exercised to the extent they have vested. DSB Awards granted by way of conditional share awards will automatically be released upon vesting.

1,942,412 DSB Awards were granted during the six months ended 30 June 2025 (30 June 2024: 1,582,724 ). The weighted average fair value of DSB Awards granted during the six months ended 30 June 2025 was £1.47 (30 June 2024: £0.97).

The total number of DSB Awards exercised during the six months ended 30 June 2025 was 558,820 (30 June 2024: 334,206) and the weighted average remaining contractual life is one year and two months (30 June 2024: ten months).

Long Term Incentives

Scheme Details and Movements

Under the PensionBee Omnibus Plan, Long Term Incentives in the form of 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, and have been granted a bonus. RSP Awards are granted in the subsequent year following a bonus grant. The exercise price of all RSP Awards is £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 vesting commencement date.

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

1,823,217 RSP Awards were granted during the six months ended 30 June 2025 (30 June 2024: 2,803,728). The weighted average fair value of RSP Awards granted during the six months ended 30 June 2025 was £1.41 (30 June 2024: £0.93).

The total number of RSP Awards exercised during the six months ended 30 June 2025 was 84,578 (30 June 2024: nil) and the weighted average remaining contractual life is two years and four months (30 June 2024: two years and five months).

Charge/Credit arising from Share-based Payments

The total charge during the six months ended 30 June 2025 for the Share-based Payments was £2,546,000 (30 June 2024: £1,431,000), all of which related to equity-settled share-based payment transactions.

15.   Principal Risks and Uncertainties

The Board continually reviews the principal risks and uncertainties facing the Group that could pose a threat to the delivery of the strategic objectives. The Board believes that the nature of the principal risks and uncertainties that may have a material effect on the Group's performance over the remainder of the financial year remain unchanged from those presented within the Annual Report and Financial Statements 2024.

16.   Related Party Transactions

Related Party - PensionBee Trustees Limited

The following related party transactions occurred between PensionBee 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 the six months to 30 June 2024, bank fees amounted to £109,000 There was no outstanding balance as at 30 June 2024.

(ii)     Payment of the PensionBee Trustees Limited's Data Protection fee on an annual basis. During the six months to 30 June 2024, payments amounted to £35. There was no outstanding balance as at 30 June 2024.

Transactions with Directors

There were no transactions with Directors during the six months ended 30 June 2025 (30 June 2024: £nil). There was no outstanding balance as at 30 June 2025 (30 June 2024: £nil).

17.   Events After the Reporting Period

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

18.   Alternative Performance Measures

The Group uses a variety of alternative performance measures ('APM's') which are not defined or specified by IFRS, in particular Adjusted Earnings Before Interest, Taxes, Depreciation and Amortisation ('EBITDA'). The Directors use a combination of APMs and IFRS measures when reviewing the performance and position of the Group and believe that each of these measures provides useful information with respect to the Group's business and operations. The Directors consider that these APMs illustrate 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 period before Taxation, Finance Costs, Finance Income, Depreciation, Amortisation, Share-based Payments and Expansion Costs.

The Adjusted EBITDA for the Group:

Notes:

1.   Relates to the total annual charge in relation to the Share-based Payments as detailed in Note 14.

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):

Notes:

1.   Operating Profit/(Loss) includes income generated from the provision of services from PensionBee Limited to PensionBee Inc. during the six months to 30 June 2025 amounting to £702,000) (30 June 2024: £348,000). All inter-company transactions are on an arm's length basis.

2.   Relates to annual charge in relation to Share-based Payments as detailed in Note14.

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

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

Notes:

1.   Operating Profit/(Loss) includes expenses incurred from the provision of services from PensionBee Limited to PensionBee Inc. during the six months to 30 June 2025 amounting to £703,000 (30 June 2024: £348,000). All inter-company transactions are on an arm's length basis.

2.   Relates to annual charge in relation to Share-based Payments expense as detailed in Note 14.

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