The Future
of Service
Ten Lifestyle Group Plc
Annual Report and Accounts for
the Year Ended 31 August 2024
→ Stay up to date on Ten’s website,
www.tenlifestylegroup.com
To become the world’s most
trusted service platform
Ten partners with global financial institutions and other premium brands
to attract, engage, and retain wealthy and mass affluent customers. This
generates revenue through platform-as-a-service and technology service fees.
Millions of members have access to Ten’s lifestyle, travel, dining, entertainment,
and retail services. Ten leverages proprietary technology, a vast network
of supplier relationships, and over 25 years of expertise from over 20
global service centres to deliver “better than the internet” results. As the
first B Corp‑certified company on the AIM market, Ten exemplifies commitment
to sustainability, social responsibility, and ethical business practices.
↑ Enjoy early check-ins and room upgrades with Ten’s Global Hotel Collection
Our Mission
Our values in action:
Member focused
Launched Ten Box Office, a proprietary marketplace
technology to aggregate Ten’s ticketing inventory.
→ Read more on page 15
Pioneering
Developing generative AI technology to improve
member experience, aid automation and efficiencies
throughout the business.
→ Read more on pages 8 and 21
Trustworthy
B Corp certified and committed to become carbon
neutral for Scope 2 GHG emissions from business
operations in 2025.
→ Read more on pages 24 and 30
Overview
IFC Our Mission
02
Highlights
Strategic Report
04
Chairman’s Statement
07
Chief Executive’s Statement
10
Investment Case
11
Business Model
14
Strategy in Action
22
Key Performance Indicators
24
Responsible Business
38
Stakeholder Engagement (S. 172)
40
Risk Management
44
Financial Review
Corporate Governance
50
Chairman’s Introduction to Governance
52
Board of Directors
54
How We Comply with the QCA Code
58
Audit and Risk Committee Report
60
Remuneration Committee Report
66
Nomination Committee Report
68
Directors’ Report
Financial Statements
70
хIndependent Auditor’s Report
77
Consolidated Statement of Comprehensive Income
78
хConsolidated Statement of Financial Position
79
хConsolidated Statement of Changes in Equity
80
хConsolidated Statement of Cash Flows
81
хNotes to the Financial Statements
110 хCompany Statement of Financial Position
111 хCompany Statement of Changes in Equity
112 хCompany Statement of Cash Flows
113 хNotes to the Company Financial Statements
IBC Corporate Information
1
OVERVIEW
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Contents
▪Net Revenue1 of £62.9m (2023: £63.0m), £64.4m
at constant currency
» corporate revenue2 of £55.3m (2023: £55.6m)
» supplier revenue3 of £7.6m (2023: £7.4m)
▪Adjusted EBITDA4 up £0.8m to £12.8m (2023: £12.0m),
£12.6m at constant currency
» Adjusted EBITDA margin5 increased to 20.3% (2023: 19.1%)
▪Second consecutive year of profit before tax of £0.5m
(2023: £0.9m)
▪Cash and cash equivalents of £9.3m (2023: £8.2m) and net
cash of £3.9m (H1 2024: £1.9m; FY 2023: £3.7m)
Financial
Adjusted EBITDA6
(£m)
£12.8m
4.4
4.9
12.0
12.8
Profit before tax
(£m)
£0.5m
2021
2022
2023
2024
(5.5)
(3.8)
0.9
0.5
Net Revenue
(£m)
£62.9m
2021
2021
2021
2022
2022
2022
2023
2023
2023
2024
2024
2024
Corporate revenue
Supplier revenue
63.0
62.9
46.8
34.7
Adjusted EBITDA Margin
(%)
20.3%
12.8
10.4
19.1
20.3
5.7
7.4
7.6
31.9
41.1
55.6
55.3
2.8
1
Net Revenue includes the direct cost of sales relating to certain member transactions managed by the Group.
2
Net Revenue includes the direct cost of sales relating to certain member transactions managed by the Group and fees for the customisation of the Ten Digital Platform.
3
Supplier revenue is Net Revenue from Ten’s supplier base, such as hotels, airlines, and event promoters which sometimes pay commission to Ten.
4
Adjusted EBITDA is operating profit/(loss) before interest, taxation, amortisation, depreciation, share-based payment expense, and exceptional items.
5
Adjusted EBITDA margin is Adjusted EBITDA as a percentage of Net Revenue.
OVERVIEW
2
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Highlights
▪Material Contract6 developments delivered Net Revenue
growth at constant currency in H2 2024
▪£12.8m (2023: £13.9m) investment in proprietary digital
platforms, communications, and technologies, of which
£6.7m (2023: £7.3m) was capitalised
» launched “Ten Box Office”; a significant milestone in
Ten’s digital roadmap
» launched and enhancing generative AI solutions to
improve service quality and efficiency
▪Number of Active Members7 maintained: 349k (2023: 353k)
▪Maintained high levels of member satisfaction8, which
drives repeat use and value to Ten’s corporate clients
▪Remained focused on cost and efficiency gains, supporting
EBITDA margin growth
Operational
Investment in technology,
content, and communications
(£m pa)
£12.8m
Material Contracts
(M, L, XL)
29
2021
2022
2023
2024
25
28
28
29
2021
2022
2023
2024
11.5
13.6
13.9
12.8
Active Members
(’000)
349k
2021
2022
2023
2024
203
275
353
349
6
Ten categorises its corporate client contracts based on the annualised value paid, or expected to be paid, by the corporate client for the provision of concierge and
related services by Ten as: Small contracts (below £0.25m); Medium contracts (between £0.25m and £2m); Large contracts (between £2m and £5m); and Extra
Large contracts (over £5m). This does not include the revenue generated from suppliers through the provision of concierge services. Medium, Large, and Extra Large
contracts are collectively Ten’s “Material Contracts”.
7
Individuals holding an eligible product, employment, account or card with one of Ten’s corporate clients are “Eligible Members”, with access to Ten’s platform, configured
under the relevant corporate client’s programme, with Eligible Members who have used the platform in the past twelve months becoming “Active Members”.
8
Ten measures member satisfaction using the Net Promoter Score (NPS) management tool, which gauges the loyalty of a firm’s member relationships
(en.wikipedia.org/wiki/Net_Promoter).
3
OVERVIEW
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Introduction
During my first year as Ten’s Chairman, I have been pleased
that the step-change in profitability achieved last year was
sustained across this year and that Net Revenue remained at
historically high levels. The global tailwinds expanding the
number and value of the world’s affluent individuals underpin
our thesis that the “experience economy” will continue to
grow. I am confident that the actions we have taken in the
year to deliver value to our members, corporate clients, and
partners will continue to demonstrate product-market fit,
maintain our pre-eminent position versus competitors, and
provide a platform for future growth and value realisation.
I am thankful to all my colleagues at Ten who have continued
to take every opportunity to delight our members throughout
the year. Ten assists our members to discover, organise, and
buy travel, dining, entertainment, events, and luxury retail.
We create value by saving our members time and money
or providing access to in-demand tickets or bookings
more efficiently than they could achieve on their own.
We are proud to be trusted and valued by our clients.
Over 85% of our revenues are sourced from globally
renowned banks, wealth managers, and credit card
organisations. Through serving their customers, our
“members”, Ten demonstrates a return on investment (ROI) to
our corporate clients by generating improved customer
acquisition, retention, satisfaction, and profitability.
Sustained levels of Net Revenue and record
profitability provide foundation for growth
After two years of
exceptional growth,
Ten has sustained levels
of Net Revenue, whilst
achieving record Adjusted
EBITDA profit and margin.”
Jules Pancholi
Non-Executive Chairman
Awards and recognition in 2024
Ten named “Travel Retail Business
of the Year” at the TTG Luxury
Travel Awards 2024. The judges
commended Ten’s pioneering
approach and its use of AI to
enhance its travel and dining
recommendations and the
exclusive experiences.
Ten named “Concierge Agency of the
Year 2023” at the Aspire Awards 2023.
Ten named as one of the Top
Recommended Concierge service
for HNWIs at the Spear’s Awards 2024.
STRATEGIC REPORT
4
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Chairman’s Statement
Members, clients, and partners benefit from improved
service levels across the Ten Digital Platform (as described
on pages 20 and 21), member proposition (as described on
pages 14 to 16), and consistently high member Net Promoter
Score (NPS) results. Specifically, our continued investment in
digitisation, technology, and generative artificial intelligence
(AI) drives up service quality and personalisation for members
and operational efficiency and insight for our corporate
clients and partners.
We are confident that the combination of significant global
tailwinds and a relentless focus on value creation for our
members and corporate clients, together with Ten’s Growth
Engine (as described on pages 11 to 13), creates ideal
conditions for Ten to scale further.
The Board’s focus in 2025 will continue to be on exceptional
operational accountability and execution to achieve further
digital transformation and efficiencies, demonstrating our
value to all stakeholders and enhancing shareholder value
and liquidity.
Strategy
Our strategy is to provide preferred, premium access and
seamless organisation of the travel, dining, entertainment, and
other lifestyle needs of the customers of our corporate clients.
Central to our strategy is the creation of a tailored customer
loyalty proposition for corporate clients, driving both new and
existing corporates to invest in Ten’s increasingly sophisticated
personalisation platform. This investment enhances the
profitability and loyalty of our most valuable customers and
gives us the opportunity to fund our continuous advancements
in technology, content, and service quality. This, in turn,
fortifies our unique member proposition and propels the
Growth Engine at the heart of Ten’s business model.
Ten partners with corporate clients, primarily in the financial
services sector, and has developed a strong track record of
growing the value of these partnerships over time. We also
work with premium brands in other sectors seeking to
enhance engagement, retention and acquisition of their
high-value customers.
Ten’s unique member proposition ensures access to
benefits and experiences not generally available to the
public. The combined buying power of Ten’s membership
and operational scale enables members to achieve better
outcomes than they could on their own. The member
proposition is accessible for online search and booking
through Ten’s market-leading proprietary lifestyle and
travel technology platform – the “Ten Digital Platform” –
or by phone, email, live chat, and WhatsApp via our expert
Lifestyle Managers.
We have continued to invest into Ten’s proprietary customer
relationship management platform (TenMAID) and the
Ten Digital Platform. This investment, along with 26 years
of expertise, enables our Lifestyle Managers to provide
members with 24/7 services in 22 languages (2023: 18).
Our exceptional service levels are reflected in a consistently
high NPS, an indicator of positive member impact for our
corporate clients.
Our technology platforms deliver superior corporate
client outcomes, which in turn drives revenue from
existing corporates by increasing ROI on our client’s spend.
These platforms also serve as a key differentiator for Ten,
giving us a competitive edge when bidding for new contracts.
AI and Environmental, Social and Governance (ESG)
considerations have been pivotal in shaping the Board’s
decision making and strategy and will remain so in the future.
AI presents significant opportunities for operational efficiency
and member experience. This year we launched Experiences
x Ten to provide members with access to exclusive client-
commissioned events sourced and hosted by Ten and Ten
Box Office which gives members exclusive access to
premium event tickets and packages on the Ten Digital
Platform; a significant milestone in Ten’s digital roadmap.
Ten’s unique member
proposition ensures access
to benefits and experiences
not generally available
to the public.”
5
STRATEGIC REPORT
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Strategy continued
Beyond supporting good governance and global climate
change management, ESG offers a substantial opportunity
to enhance our differentiation and value proposition to our
stakeholders. The continuation of our B Corp status
underscores our commitment to this strategy.
The ESG Working Group, established in 2021, remains under
my Chairmanship, focusing on assessing material ESG risks
and opportunities stemming from our business. Its ongoing
efforts aim to deliver on our strategy by developing internal
reporting and transparency, instigating behavioural change
within the business, and ensuring that we offer our members
ESG-friendly choices in their interactions with us.
Board composition and our people
The Group continues to benefit from a founder-led executive
management team, showcasing strength in leadership,
innovation, and resilience to develop the business over
the long term in all regions.
During the year we welcomed Edward Knapp and Carolyn
Jameson as Non-Executive Directors who bring significant
growth, governance, and subject matter expertise to our
ranks. I am confident that the Board’s composition is well
equipped to meet the evolving needs of our business.
Our commitment to developing our people is evident, in
part, through the Ten Academy and Ten’s Global Leadership
Programme – a twelve-month internal development initiative
shaping the Group’s future leaders on a global scale. An
employee culture rooted in Ten’s principles of transparency,
education, promotion, engagement, our Diversity, Equity,
and Inclusion (DEI) Programme, underpinned by our B Corp
certification, supports our diverse, global workforce and
helps us attract, retain, and develop the best talent.
On behalf of the Board, I would like to thank the entire Ten
team for its successes, professionalism, and commitment
throughout the year. Their contributions are highly valued
and we take great pride in the teams’ dedication to our
collective success.
Summary
After two years of exceptional growth, Ten has sustained
levels of Net Revenue, whilst achieving record Adjusted
EBITDA profit and margin. These results demonstrate the
ability of our business model to drive efficiencies whilst
delivering value our to corporate clients, as an integral
component of their customer engagement strategies.
The expanding “experience economy” coupled with the desire
of affluent individuals for convenient, technology-enabled
access to travel, dining, and lifestyle experiences – something
Ten excels in providing – offers our corporate clients a unique
opportunity to forge deeper connections with their most
valuable customers, indicating a significant potential for
market growth. The initiatives we have undertaken this year,
along with our plans for 2025, highlight our commitment to
capitalising on these global opportunities.
Following the end of the period, Ten secured a significant
multi-year Extra Large contract in the USA with an existing
global corporate client initially worth c.£5.0m per year in
corporate revenue and a Medium contract in AMEA with
a new client, both of which are expected to transition
from their respective incumbent providers in latter stages
of H1 FY 2025. These contract wins underpin our belief
in strong revenue and profit growth in the year ahead.
Given the significant volume of service requirements of these
contracts from launch, operational and working capital
investment will be necessary to support the transition and
ongoing service delivery. To meet these short-term working
capital needs for the launch of this and other new contract
wins, as well as to strengthening our balance sheet, we
successfully raised approximately £5.9m through a secondary
placing with new and existing shareholders and a retail offer
to existing shareholders.
I want to express my gratitude to our shareholders for their
support throughout the year and beyond.
Jules Pancholi
Non-Executive Chairman
12 November 2024
STRATEGIC REPORT
6
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Chairman’s Statement continued
Sustained the step-change profitability
through a period of consolidation
Overview
This year served as a period of consolidation, during which
we reinforced Ten’s foundations for future growth, continued
profitability, and service improvements.
The “Growth Engine” at the heart of our business continues
to demonstrate its effectiveness. Following two years of 35%
growth, we maintained Net Revenue levels. We also sustained
the step-change in profitability achieved in the prior year,
whilst continuing to invest into our proprietary technology,
including AI, which will drive our future growth and profitability.
By delivering high service levels across our high-touch and
digital platforms and continuing to invest in our digitally
enabled service platform, we have developed a deep
competitive moat and a robust sales pipeline for future growth.
Consolidated Net Revenue and profitability
After two years of 35% growth, we maintained Net Revenue
levels at £62.9m (2023: £63.0m), with a slight increase to
£64.4m in constant currency.
Our pipeline of new business yielded five new Medium
contract wins, including new partnerships with a Private
Bank in AMEA, Emirates NBD and the Global Travel Collection.
We also achieved significant contractual developments with
existing corporate clients, including a multi-year extension
of an existing Large contract on renegotiated terms, with
options to expand the scope of current services. However,
the same corporate client decided to withdraw concierge
services from its customer engagement strategy, leading to
the loss of a Large contract in the last quarter of the year.
Our competitive moat is
deeper than ever, led by
Ten’s technology, global
reach and a market-
leading proposition.”
Alex Cheatle
Chief Executive Officer
Net Revenue
£62.9m
(2023: £63.0m)
Adjusted EBITDA
£12.8m
(2023: £12.0m)
Adjusted EBITDA margin
20.3%
(2023: 19.1%)
Profit before tax
£0.5m
(2023: £0.9m)
Investment in technology, content,
and communications
£12.8m
(2023: £13.9m)
7
STRATEGIC REPORT
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Chief Executive’s Statement
Consolidated Net Revenue and profitability
continued
Since the end of the year, we have secured significant
contract expansions and new business wins. We won a
multi-year Extra Large contract in the USA with an existing
global client, initially worth £5.0m per year in corporate
revenue and a Medium contract in AMEA with a new client,
both of which are expected to transition from their respective
incumbent providers in latter stages of H1 FY 2025. Given that
these contracts require us to take over from incumbent
high-touch providers, they will have high service
requirements from launch. We also secured significant
multi-year renewals of two Extra Large contracts with
existing global clients, underpinning our revenue outlook.
We sustained the 145% step-change in Adjusted EBITDA
profitability achieved in the prior year (2023: £12.0m; 2022:
£4.9m), increasing Adjusted EBITDA by 7% to £12.8m. Adjusted
EBITDA margin increased to 20.3% (2023: 19.1%), fuelled by
enhanced efficiencies, driven by advancements in our
technology and growing professionalism of our operational
staff. This also resulted in the second consecutive year of
profit before tax of £0.5m (2023: £0.9m).
Cash generated from operations in the year increased.
The Group ended the year with cash and cash equivalents
totalling £9.3m (2023: £8.2m). Net cash continued to improve
to £3.9m (H1 2024: £1.9m; FY 2023: £3.7m).
We continue to drive our market-leading
digital capability
We invested £12.8m (2023: £13.9m) in technology,
communications, and content in the year to develop the
quality, operational, and competitive advantages of our digital
capability, of which £6.7m (2023: £7.3m) was capitalised. Our
focus on market-leading digital capability clearly
differentiates us from our competitors and is intended to
underpin our long-term “Growth Engine” strategy to become
the world’s most trusted service.
The investments across the year led to significant advances
in our digital roadmap, detailed on pages 20 and 21. These
advances include improved personalisation and automation,
leading to an improved user experience. One of the key
developments was the launch of Ten Box Office, our
proprietary marketplace technology, which consolidates Ten’s
ticketing inventory. Clients have responded to this launch by
promoting this functionality, stimulating new members to
become active, driving our impact and revenues.
Additionally, we have expanded our service delivery channels
to include WhatsApp and chat. These platforms now feature
semi-automated conversations, which are seamlessly
transferred to our Lifestyle Managers once the automated
interaction runs its course. These improvements not only
reduce the time to serve but also deliver a stronger ROI
for our corporate clients’ customer loyalty budgets, whilst
improving the user/member experience. This unlocks
additional budget to utilise Ten’s full suite of services
and increases the stickiness of our service.
Our early adoption of AI in recent years, and our plans to
continue this into the future, underscores our commitment
to harnessing its potential to turbo-charge our Growth Engine
by using AI to improve operational efficiency and service
quality. We are seeing material results in multiple areas of the
business, from translations to coding and quality assurance
for high-touch requests. We continue to develop an AI
“co-pilot” for Lifestyle Managers, who make up the largest
group of employees, to support more efficient and high-
quality service. Further details on our AI initiatives can be
found on page 21.
Our unique “not available on the internet” assets, such as
exclusive tables at top restaurants, tickets for sold-out
shows, exclusive events, and value-add benefits at hotels,
empowered by our AI technology, delivers value for our
members via our digital self-serve and high-touch channels.
This advantage sets us apart from mass-market AI interfaces
reliant on publicly available assets.
Enhanced member proposition, satisfaction,
and engagement
Throughout the year, we have strengthened our core
propositions, as set out on pages 14 to 16, to deliver a more
compelling and accessible offering to serve existing members
and attract new members.
The attractiveness and accessibility of our member
proposition directly correlate with engagement, usage, and
advocacy among our members. Member engagement and
satisfaction are key to building value for corporate clients,
who want to improve the engagement, retention, and
acquisition of their most valued customers. This, in turn,
justifies increased corporate spending with us and attracts
new corporate clients and new supplier partners to work
with us.
We are delighted to have maintained another strong year
of member satisfaction, consistent with the prior year,
as measured by NPS.
We believe that our high member satisfaction and
strengthened member proposition have played a key
role in broadly maintaining the number of Active Members
using the service. These metrics not only highlight the
success of our member-focused initiatives but also serve
as compelling evidence of the ROI for corporate clients
continuing to invest in our service.
Summary
We believe our competitive moat is deeper than ever, backed
by Ten’s global reach, market-leading member proposition
and leading technology platforms, which delivers a strong ROI
for our corporate clients. This has been achieved through our
commitment to innovation and continuing to invest in our
technology, AI, content and market expertise and better
pricing, access, benefits, and integration with our supplier
partners, which has enhanced the service to members and
corporate clients.
We are committed to leveraging
AI in 2025 and beyond.”
STRATEGIC REPORT
8
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Chief Executive’s Statement continued
The Growth Engine is at the heart of Ten’s business model
This strategy recognises the importance of innovation in
building our market position and improving service levels,
whilst continuing to progress from last year’s step-change
in Adjusted EBITDA profitability at £12.8m (2023: £12.0m) and
growing Adjusted EBITDA margin up to 20.3% (2023: 19.1%).
I am proud of how our people across our offices globally
continue to professionally deliver and innovate high-quality
service to our members, paid for by our corporate clients.
I would like to express my thanks also to our outstanding
management team, which continues to drive the business
successfully towards our mission of becoming the world’s
most trusted service.
Current trading and outlook
We continue to generate revenue by serving existing Active
Members and activating “first time users” from our existing
Eligible Member base. In addition, we have a healthy pipeline
of new partnership opportunities that will further increase
our Eligible Member base.
Our corporate clients pay us to improve the engagement and
retention of their most valuable customers, which drives their
commercial success.
We expect to continue to convert our strong pipeline of
contract opportunities with global financial institutions and
premium brands, with new contract developments since the
start of the financial year expected to deliver revenues from
H2 2025. Since the end of the year, we won a multi-year
Extra Large contract in the USA with an existing global client,
initially worth £5.0m per year in corporate revenue and a
Medium contract in AMEA with a new client. We believe our
digital platform is highly competitive and was a major reason
why we won these contracts.
Since the end of the year, we successfully raised £5.9m
through a secondary placing, to support growth from new
business as well as to strengthen our balance sheet.
We remain focused on increasing both Net Revenue and
Adjusted EBITDA profitability. We plan to maintain investment
in our proprietary technology (including AI), communications,
and content, which provide competitive advantage. Our
technology roadmap is led by our new CTO, Jon Mullen,
who brings a deep expertise in developing complex
platforms and leveraging AI.
Given our positive trading to date, healthy sales pipeline
producing new contract wins and contract developments,
strengthened balance sheet, strong service levels, improving
profitability, and continued investment to improve our
technology and proposition, we are optimistic, even at this
early stage of the year, that 2025 will be a year of Net
Revenue and profitability growth.
Alex Cheatle
Chief Executive Officer
12 November 2024
9
STRATEGIC REPORT
Ten Lifestyle Group Plc Annual Report and Accounts 2024
The global concierge platform is driving
customer loyalty for global financial
institutions and other premium brands
→ Watch Ten’s investor presentation at www.tenlifestylegroup.com/investors
The established market leader for
technology-enabled concierge services
▪The leading global, lifestyle, and travel platform
in 22 languages, 43 currencies, and 60 countries
▪Stable corporate client base with long-term contracts
▪A large, engaged HNWI member base
A lucrative, immediate market
opportunity with huge growth potential
▪A track record of growing revenue by driving loyalty
among the most profitable customer segments of
Ten’s corporate clients, particularly in the financial
services sector
▪Ten’s service becomes the best way for mass
affluent and high-net-worth individual (HNWI)
to access and organise dining, travel, entertainment,
and premium shopping
A proven Growth Engine at the heart
of Ten’s business model
▪Drives increasing profit and service levels with scale
improving technology and proposition
▪Drives ROI for Ten’s corporate clients
▪Revenue grows as existing corporate clients invest
more and new clients are won
▪Robust revenue model with contractual minimums,
backed by multi-year terms
← Le Manoir aux Quat’Saisons, Oxfordshire, a Ten Dining partner
← The Follow function on Ten’s Digital Platform
← Members only access to the Chanel Fashion Manifesto exhibit
at the Victoria & Albert Museum, a Ten hosted
STRATEGIC REPORT
10
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Investment Case
Ten’s Growth Engine –
proposition, profitability, and scale
The Growth Engine is at the heart of Ten’s business model, driving service
quality improvements and generating cash flow over time. As Ten scales,
it enhances shareholder value and strengthens Ten’s competitive position.
11
STRATEGIC REPORT
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Business Model
Ten’s Three Pillar Growth Strategy
fuelling its profitable Growth Engine
Ten remains committed to its mission to become the
world’s most trusted service provider. Its focus is anchored
in delivering a “member-first” service and proposition that
is reliable, relevant, and valued, with people and technology
that act in the members’ best interests throughout.
Members engage with a valued, trusted, and convenient
lifestyle platform spanning travel, dining, premium shopping,
live entertainment, and events. The platform provides
unparalleled access, tailored benefits, and value across
multiple consumer markets, adapting to individuals’ evolving
needs and preferences. This, in turn, organically strengthens
and deepens the loyalty of Ten’s members to its corporate
clients’ brands.
1
Building a strong member‑led proposition 2
Growing the investment from
corporate clients
Corporate clients engage Ten’s services to improve
engagement, retention, and acquisition of their premium
customers. As a result of its track record and proven
expertise, Ten is often chosen over other retention and
acquisition tools. Partnering with Ten empowers corporate
clients to achieve their objectives in digital transformation,
customer advocacy, assets under management (AuM), and
spend on related payment card products. Through innovative
solutions and expert guidance, Ten helps clients navigate the
complexities of the digital landscape, ensuring they not only
meet their strategic objectives but also enhance overall
customer satisfaction and loyalty.
Demonstrating quantifiable returns on investment (ROI) for
Ten’s corporate clients encourages them to further develop
and invest into their travel and lifestyle proposition for
their customers.
↘ Waterfront Restaurant, a Ten dining partner
↘ The Seville, New York, a Ten dining partner
STRATEGIC REPORT
12
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Business Model continued
Profits generated facilitate additional investment to further
enhance and deepen Ten’s proposition. Key strategic
investment areas are technology, including AI, content
development, and supplier partnerships. The collective
purchasing power of Ten’s members enables the negotiation
of better access, value, and benefits.
Additional enhancements to the Ten Digital Platform and
TenMAID, a growing content library, supplier partnerships, and
automation improve service speed and efficiency. This, in turn,
generates profit and cash, and continued investment ensures
the member proposition is even more compelling over time.
3
Investing in Ten’s service platform
↘ EXPLORE, a Ten digital magazine
13
STRATEGIC REPORT
Ten Lifestyle Group Plc Annual Report and Accounts 2024
1. Building a strong member-led proposition
Ten remains committed to becoming the premier choice for affluent and HNWIs seeking travel
and lifestyle management services. A robust member proposition fuels member engagement
and delivers results for Ten’s corporate clients.
↑ Atlantis The Royal, Dubai, part of Ten’s Global Hotel Collection
Travel and tourism
Strategy
Comprehensive, personalised travel services,
including tailored itineraries and bookings for
flights, hotels, car rentals, and attractions –
all accessible through the Ten Digital Platform
at better value than standard internet
options. Travel experts curate bespoke
vacations and unique, premium travel
experiences, ensuring every detail is expertly
handled to create truly memorable journeys.
▪Leverage the collective buying power of
Ten’s members to extend the range, value,
and access of the core travel propositions,
including Ten’s Global Hotel Collection,
Essential Hotel Collection, Direct
Connections programme, and travel
activities or attractions
▪Produce captivating travel articles,
engaging digital travel magazines, and
insightful destination guides, highlighting
the extensive range of global travel
offerings, benefits, experiences, and
expert knowledge
▪Utilise the fully transactional travel
module of the Ten Digital Platform,
allowing members to find travel
inspiration and conveniently search for
and book flights, hotels, car rentals, and
activities or attractions
▪Provide impartial recommendations and
superior value for money compared to
other travel providers, as Ten is not
dependent on commission fees for
revenue generation
▪Offer travel experts to plan tailor-made,
once-in-a-lifetime holidays for HNWI
members and their families
▪Expand investment and go-to-market into the
premium and luxury travel space including
the onboarding of a new Private Travel
leadership and ring-fenced travel sales team
Progress
▪Expanded Ten’s Global Hotel Collection,
increasing the portfolio to over 4,900
luxury hotels (2023: >4,320) which offer
additional benefits to members
▪Grew Ten’s hotel portfolio globally
following the relaunch of its Essential
Hotel in 2023, to over 655k 3* to 5* hotels
(2023: 650k), available at prices on average
15% cheaper than online travel agents
▪Maintained Ten’s status as a preferred
partner with global brands such as British
Airways, allowing members to enjoy
exceptional rates on all routes when they
book their flights through Ten
▪Enhanced the user experience and
interface of Ten’s online hotel proposition
to improve booking conversions
▪Provided members with seamless access
to over 300k (2023: 250k) activities, tours,
and day trips worldwide through API
integration with Viator, a leading activities
service provider
▪Continued to develop Ten’s suite of over
300 travel guides and itineraries that have
proven most popular with members
through editorial improvements and AI
assisted translations, over 250 of which
are in non-English languages, with Finnish
and Dutch translations added
▪Published 16 (2023: 21) new issues of
“Explore” with versions for each of Ten’s
regions, moving to a quarterly schedule.
The magazine includes inspirational
content on destinations, features, new
hotel partnerships, and benefits to
encourage member service use
↑ The MAINE Land Brasserie, Business
Bay Dubai, a Ten dining partner
Dining
Strategy
Exclusive dining recommendations from Ten’s
expert Lifestyle Managers and access to the
best restaurants in the world, including
online reservations unavailable to the public,
all through the Ten Digital Platform.
▪Expand Held Tables programme, offering
preferential access to the world’s most
popular restaurants
▪Produce high-quality, editorial reviews and
restaurant recommendations, shared with
members via the dining module of the Ten
Digital Platform, personalised emails, or
direct from Lifestyle Managers
▪Organise exclusive restaurant takeovers for
members to create unique and memorable
dining experiences
▪Strengthen buying power, long-term
relationships, in-house expertise, and
reputation to secure access to the best
restaurants globally, with even more premium
experiences and offers at peak times
Progress
▪Focused on improving and upgrading the
dining module for members. Ten can now
provide members with priority access to
over 6,000 bookable restaurants across
2,200 cities
▪Maintained the portfolio of curated and
searchable reviews at c.11,000 of the world’s
top restaurants
▪Published a total of 135 (2023: 45) issues
of lifestyle magazines and guides including
“Dine” and “Cook” with versions tailored
for all regions. These magazines include
a collection of articles and recipes
contributed to by world-class chef partners
STRATEGIC REPORT
14
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Strategy in Action
Entertainment
Strategy
Member-only access and recommendations for expert sports, theatre,
music, and at-home entertainment, along with face-value (or better)
tickets with seamless online bookings through the Ten Digital Platform.
▪Expand partnerships with ticketing platforms, venues, providers,
and promoters to secure access, pre-sale tickets, offers, and
face-value tickets for the most sought-after events
▪Develop entertainment newsletters for members discovering
entertainment, experiences, and events with advance, exclusive,
or discounted access
▪Develop a hyper-personalised approach, tailoring entertainment
recommendations to individual member preferences and interests
▪Leverage the power of Ten’s membership base to negotiate special
allocations, priority access, and VIP experiences for members
▪Expand the inventory and distribution of tickets to members on Ten
Digital Platform and encourage the uptake of self-serve purchases
Progress
▪Launched Ten Box Office, a proprietary marketplace technology
that aggregates top-tier ticketing inventory in one place. This allows
HNWI and mass affluent members to access pre-sales, preferential
pricing, and bespoke ticketing and VIP hospitality packages. On the
Ten Digital Platform, members can fully digitally discover and book
a wide range of curated premium live events, often not publicly
available. Ten sources tickets through global partnerships with
official rights holders and ticketing partners, ensuring legitimacy
and direct delivery. This technology has streamlined ticket sales,
allocations, and guest list management
▪Engaged 12 (2023: 10) new entertainment partners, expanding Ten’s
access to the most sought-after shows and events, including:
» Canada’s MLSE, offering inventory for hockey and basketball
games as well as music concerts
» In Australia, through TEG and Venues Live, Ten offers top events
and concerts including Billie Eilish and Ed Sheeran
» Expanded Ten’s Nordic offering with Stockholm Live, Unity Arena
Oslo, Oslo Spektrum
▪Booked over £2.9m in sales for special events tickets including, UK
and European football league matches, O2 Arena VIP suites and
Wimbledon hospitality packages
↑ Bond Street London Shopping Event, a Ten hosted event
↑ Ten Suite, The O2, London
Premium retail
Strategy
Member-only benefits, exclusive access, and tailor-made events
in collaboration with top-tier, luxury renowned or up-and-coming
brands, retailers, and products, all redeemable online through the
Ten Digital Platform.
▪Expand Ten’s portfolio by adding hundreds of premium and
emerging retail brands, making them easily accessible for
searching, redeeming, and purchasing through the Ten Digital
Platform’s offer and experience modules
▪Leverage members’ buying power to secure exclusive benefits,
discounts, and access to high-end brands globally
▪Use personalised email marketing campaigns to highlight relevant
offers for members, including editorial guides, gift ideas,
experiences, and events
▪Host exclusive member-only in-person and virtual gatherings in
collaboration with premium retailers, complimentary to members
▪Source rare and desirable luxury products for members
Progress
▪Sustained the offers available to buy or redeem on the Ten Digital
Platform to over 1,700 (2023: >1,700)
▪Held over 170 events for members, including hosted events, client
exclusives, complimentary tickets to exhibitions, fairs and Ten’s
Book Club arranged for members featuring award-winning authors
(2023: 190)
▪Launched Experiences x Ten as a business unit, in response to the
increase in demand for recurring and exclusive client-commissioned
events sourced and hosted by Ten. These ranged from a private
screening of the Olympic Opening Ceremony in Paris to a takeover
of the Chanel exhibition at the V&A museum in London, a private
preview and test drive with Lamborghini in Singapore, and a private
tour of the Zona Maco Art exhibition in Mexico
15
STRATEGIC REPORT
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Growing member engagement
The Eligible Member base mainly comes from
the partnerships Ten has with corporate
clients. The affluent and HNWI member base
enhances Ten’s ability to secure top-tier
access, offers, and benefits from supplier
partners, further enriching Ten’s member
proposition. This is reinforced by Ten’s expert
Lifestyle Managers, the Ten Digital Platform,
captivating editorial content, and targeted
email marketing, which drive member
engagement, expand the Active Member
base, and boost usage frequency.
Individuals who possess an eligible product, employment,
account, or card with one of Ten’s corporate clients become
“Eligible Members”, with access to Ten’s platform and service,
registered to the relevant corporate client’s programme.
Those who have utilised the platform or service within the
past twelve months are considered “Active Members”.
Ten’s acquisition of Eligible Members is underpinned by
the existing corporate clients and launch of new corporate
programmes, as further described on pages 18 and 19.
The number of the Active Members represents member
engagement, which drives Net Revenue growth and is used
by senior management to track performance. Accordingly,
it is one of the Group’s KPIs and is regularly reviewed by the
Board alongside the key financial performance indicators set
out in pages 22 and 23. While Ten experienced a 1% decrease
in Active Members due to the loss of a Large contract,
it also saw growth across most of its Active Member base,
demonstrating Ten’s ongoing commitment to member
engagement and retention.
↑ Enjoy early check-ins and room upgrades with Ten’s Global Hotel Collection
1. Building a strong member-led proposition
continued
STRATEGIC REPORT
16
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Strategy in Action continued
Member engagement strategies
Continuous refinement and enhancements to Ten’s member
engagement strategies have broadly maintained levels of
member engagement, measured by the number of Active
Members, through the following key strategies:
Corporate client platform integration
Ten’s platform is increasingly being integrated with corporate
client technology, delivering seamless access, including via
self-registration and single sign-on, as well as Ten’s Open
Application programming interfaces (APIs) which interface
modules of the Ten Digital Platform with the corporate
client’s branded digital applications.
Onboarding journey
Ten welcomes members who are new to the service through
a series of eCRM communications to help them understand
the service and how to get the most out of it. A bullseye
routing feature on Ten’s telephony systems help identify
inbound calls from “first time” users and route those calls to
Lifestyle Managers best skilled at welcoming new members.
Targeted member communications
Ten’s editorial-led content and eCRM team tailors member
communications, ensuring members have access to benefits
relevant to their lifestyle and activities.
Total Active Members, all segments
(’000)
349k
2020
226
2021
203
2022
275
2023
353
2024
349
Net Promoter Score (NPS)
2021
2018
2020
2017
2022
2019
2023
2024
Net Promoter Score (NPS)
As a consequence of enhancements made to its member
proposition, Ten has maintained high levels of NPS, the
principal gauge of service quality and member satisfaction.
This metric serves as a KPI employed by senior management
and is frequently observed by the Board in tandem with the
key financial performance indicators detailed on pages 22
and 23. High satisfaction levels contribute member engagement,
as satisfied users are more inclined to continue utilising
the service.
In addition, Ten assesses service quality against its in-house
quality assurance benchmarks to ensure optimal performance.
17
STRATEGIC REPORT
Ten Lifestyle Group Plc Annual Report and Accounts 2024
2. Growing the investment from
corporate clients
Global financial institutions and premium
brands choose Ten to attract, engage, and
retain their most valued customers. Ten
continues to develop existing and new
contracts as a result of the measurable
impact of the service on their commercial
and customer metrics.
Corporate client contract wins, renewals,
and expansions
The Group has continued to secure significant contract
developments during the year and successfully secured
renewals as well as expansion of contracts with key
corporate clients, despite the loss of one Large contract.
Notably, Ten’s corporate clients continued to invest in their
digital proposition and differentiate their member experience
by commissioning custom technology development projects
with Ten. The Group maintains a strong sales pipeline of
prospective corporate clients in the financial services sector
as well as other premium brands.
Growing existing programmes
The Group reports a segmented analysis of its members to
better reflect the growth potential of existing programmes.
It categorises members by their perceived value to the
corporate client programme to which they are attached.
It then analyses the Active Member penetration rate9.
The Very High Value segment includes members attached
to programmes with private banking corporate clients,
which typically have a high level of investable assets
under management and hold premium, high-fee products.
The potential (and actual) customer loyalty budgets of
private banking corporate clients for such individuals
are typically higher due to the profitable nature of their
accounts, especially in the current climate of high interest
rates. Typically, the Active Member penetration rate in this
segment is higher, as is the average corporate revenue
per Active Member.
The High Value segment includes members attached to
programmes with mass affluent retail banking corporate
clients or credit card holders of an issuing bank programme.
The Medium Value segment includes members attached to
programmes where the corporate client may hold or manage
a relatively lower per capita value per annum. Most of these
members have access to a programme via a specific type of
card product and Ten acquires Eligible Members via contracts
with the payment network provider. As such, the number of
Eligible Members in this segment is very large and typically
reports a lower Active Member penetration rate.
↑ Members only access to the Chanel Fashion Manifesto exhibit at the Victoria & Albert Museum, a Ten hosted event
STRATEGIC REPORT
18
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Strategy in Action continued
Eligible Members in High and Very High Value segments
(’000)
Very High Value High Value
Eligible Members
1,520
2023
2,104
584
1,597
2,056
2024
459
1,403
1,942
539
2022
1,062
1,594
532
2021
In the year, the Eligible Member base within the High Value
and Very High Value segments slightly decreased by 2%
(2023: increase of 8%) due to the loss of a Large contract in
the High Value category. The world’s population of High Value
and Very High Value customers of corporate clients is
substantially larger than Ten’s current Eligible Member base,
representing significant opportunities for growth. The global
HNWI10 population was estimated to be at 22.8m in 202311,
which is used by the Board as an approximation of the total
addressable population of Very High Value Eligible Members.
Active Members are members who have used the service
at least once in the past twelve months. Ten saw a healthy
growth in the number of Active Members across the retained
contracts in the Very High Value and High Value segments,
driven by increased demand from members as its proposition
and activation methods improve, and some corporate clients
supported increased marketing activities, subject to
client budgets.
9
Individuals holding an eligible product, employment, account or card with one of Ten’s corporate clients are “Eligible Members”, with access to Ten’s platform,
configured under the relevant corporate client’s programme, with Eligible Members who have used the platform in the past twelve months becoming “Active
Members”. The Active Member penetration rate is the number of Eligible Members that become Active Members in the period.
10 CapGemini Research Institute’s World Wealth Report (2023) defines a high-net-worth-individual (HNWI) as someone with investable assets over US$1m excluding
primary residence, collectibles, consumables, and consumer durables.
11
CapGemini Research Institute’s World Wealth Report (2023).
Very High Value
High Value
Medium Value
Total Active Members, all segments
(’000)
Active Members
The Active Member base of the Very High Value segment
decreased to 57k (2023: 66k). The overall average Active
Member penetration rate of the Very High Value segment is
12% (2023: 11%). Ten can influence the average Active Member
penetration as a programme develops over time, using its
unique and automated member engagement strategies.
This allows Ten to grow revenues across its combined
portfolio of Eligible Members over time.
The Active Member base of the High Value segment was 94k
(2023: 70k), with an average Active Member penetration rate
of 6% (2023: 5%). Growth in the segment was attributable
to the:
▪growth of Eligible Members from continued acquisition
of customers by corporate clients
▪increase in the number of Active Members as sponsoring
brands driving marketing, member engagement, and
demand for Ten’s core services
▪growing repeat use by Active Members as the proposition
and service continue to strengthen, ensuring engaged
members continue to stay active
2022
275
172
45
58
2023
353
217
70
66
2024
349
197
95
57
2021
203
132
49
22
19
STRATEGIC REPORT
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Ten uses technology and content to deliver on its members’ experience and improve service
efficiency as well as enable differentiation and commercial impact for Ten’s corporate clients.
3. Investing in Ten’s service platform
Ten Digital Platform
Ten’s proprietary digital platform (the “Ten Digital Platform”)
is established in all three global regions and is available to
members in 60 countries, supporting 22 languages (2023: 18)
and over 43 currencies (2023: 39). Management believe Ten is
the only global, multi-category transactional lifestyle and
travel platform, backed by expert Lifestyle Managers.
The Ten Digital Platform is live with the majority of Ten’s
corporate client brands globally. As customers continue
to expect highly personalised services, management
believe corporate clients are also interested in investing
in customisation of the Ten Digital Platform to suit their
specific needs and the preferences of their most valued
customers, as well as integrating it with their own technology,
supporting their brand and customer engagement strategy.
£12.8m
(2023: £13.9m)
invested in proprietary digital platforms,
communications, and technology
Strategy in Action continued
Customisation options include:
▪modules and sub-modules turned on/off
▪full white labelling/branding capabilities
▪languages, currencies, and home markets
▪customised content and assets
▪payment controls to drive spend on cards
▪design customisations and integrations, including SSO
▪easy-to-integrate suite of Ten Open APIs
In addition to new platform launches for new and existing
corporate clients, the team has also ensured that the Ten
Digital Platform is well maintained for resilience and security.
As part of Ten’s product roadmap, key features have been
designed and developed key features to add functionality to
the Ten Digital Platform to meet members’ needs, as well as
improve the overall user experience and accessibility of the
platform. Key improvements to the Ten Digital Platform include:
▪launch of Ten Box Office, giving members the ability to
self-serve and purchase Ten secured allocation to some of
the most popular live concerts and shows from venues,
promoters, and ticketing platforms
▪the entertainment proposition was enhanced through
partnerships with Ticketmaster and Ingresso, the world’s
largest theatre and box office ticketing provider. This, along
with exclusive allocation of live events on the platform,
improved the usability and user experience of the car hire
booking experience
▪various user experience optimisation across the flights,
hotels, inspiration, and events categories
▪upgraded the underlying content management system
▪expanded Ten’s “Conscious Collection” to include retail
brands and restaurants
Ten retained its PCI DSS Level 1 accreditation and SOC Type 2
certification during the year. These require regular, in-depth
audits of its payments handling and data procedures as well
as its underlying technology, providing assurance to our
corporate clients around Ten’s security measures and compliance.
↑ Ten’s digital platform
STRATEGIC REPORT
20
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Artificial Intelligence (AI) and TenMAID
Ten’s proprietary customer relationship management
platform (“TenMAID”) supports its expert Lifestyle Managers
to deliver personalised, high-quality lifestyle and concierge
services to members 24/7/365, wherever they are in the
world. It enables Lifestyle Managers to securely access the
member’s profile and search Ten’s entire inventory to fulfil
the member’s request efficiently, the success of which
management believe is reflected in consistently high NPS.
TenMAID and the Ten Digital Platform are integrated
with a communications platform to enable members to
access expert Lifestyle Managers by phone, email, chat,
and WhatsApp. In the year, we’ve continued to make
improvements in TenMAID including faster member search,
a more robust and efficient Identification and Verification
process, further automation of operational tasks, and
usability. These developments contribute to operational
efficiencies and ultimately member satisfaction.
In the year, Ten has extended the capabilities of the
Ten‑specific enterprise variant of Microsoft Azure OpenAI
for its workforce. With it, teams securely access and leverage
the benefits of generative AI technology, whilst safeguarding
data and compliance considerations which are paramount
for Ten’s corporate clients. Ten’s CoPilot applications are
trained and fine-tuned with access to Ten’s hotel and
dining partnership assets as well as tapping into operational
knowledge bases, enabling broader and faster access.
These tools ultimately help Lifestyle Managers and the
wider workforce to work more efficiently and identify
service improvement opportunities faster. These learnings
are informing further developments and enabling member-
facing chat experience powered by generative AI technology
– extending further to more of Ten’s proprietary knowledge
bases and unique proposition assets sourced from
supplier partners.
Support functions have embraced the adoption of automation
and generative AI technology, addressing repeatable tasks
such as journal postings and reconciliations through to
identification of areas that require scrutiny and further review.
Ten’s product and technology teams have continued their use
of GitHub Co-pilot, driving increased productivity.
135
(2023: 45)
lifestyle magazine editions and guides
Over 18m
(2023: 14.4m)
member communication emails sent
↑ Ten’s digital platform
Content
Ten’s Content team combines creativity and data to reach,
influence, and resonate with affluent and HNWI members.
Staffed by award-winning journalists and creatives, the rich
library of custom content is proving invaluable in driving
engagement and is valued by members and corporate clients.
Member engagement continues to improve through better
personalised and targeted proactive email marketing,
meaning members have better access to the services, offers,
and benefits that they are most interested in. In the year,
selected corporate clients have also commissioned custom
travel and lifestyle content briefs from Ten’s content proposition.
This year, Ten has expanded its use of AI in the Content
team beyond guide translations. It has developed and
launched a translation focused large language model-
powered application that enables translations of guides,
magazines, articles, and site content and has driven
efficiencies. In addition, it has developed an in-house
AI-powered software to generate accurate, compelling
restaurant reviews, plus cuisines and categories in Ten’s tone
of voice. With an experienced translation team overseeing
these initiatives, Ten has increased efficiency and lowered
costs without compromising on quality or accuracy.
In 2024 we:
▪published 135 (2023: 45) lifestyle magazine editions and
guides across the globe covering dining, travel, days out,
home, and wine. In response to member demand and
content relevance, a Sharia edition was added in the travel
category, as well as wellness, home and interiors, and
fashion publications
▪sent over 18m member communications emails (2023: 14.4m),
driven by new launches, automated communications to
members based on lifecycle and event triggers
▪used videos promoting events and supplier partners to
increase engagement and expanded the use of social
media channels including Instagram and YouTube to drive
the visibility and attractiveness of key member propositions
21
STRATEGIC REPORT
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Description
Maintained Net Revenue from
corporate clients and suppliers,
despite the loss of a Large
contract. At constant currency,
Net Revenue increased by 2%
year on year. This follows two
years of 35% growth.
Definition
Net Revenue includes the direct
cost of sales relating to member
transactions managed by the
Group, from corporate clients
and supplier commission related
to members’ travel.
Link to the
Growth Engine:
Description
Adjusted EBITDA increased by
£0.8m to £12.8m. This follows an
inflection point in the prior year
where Adj. EBITDA increased
by 145%.
Definition
Adjusted EBITDA is operating
profit/(loss) before interest,
taxation, amortisation,
depreciation, share-based
payment expense, and
exceptional items.
Link to the
Growth Engine:
Description
Adjusted EBITDA margin
increased from 19.1% to 20.3%.
This follows an inflection point
in 2023.
Definition
Adjusted EBITDA margin is Adjusted
EBITDA as a percentage of
Net Revenue.
Link to the
Growth Engine:
Description
PBT decreased slightly from
£0.5m to £0.4m. This follows
an inflection point in 2023.
Definition
Profit/(loss) before tax is
revenue less all operational
and non-operational costs,
excluding income tax expenses.
Link to the
Growth Engine:
Each month, the Board assesses the performance of the Group based on
the following financial and operational key performance indicators (KPIs):
Adjusted EBITDA
(£m)
£12.8m
4.4
4.9
12.0
12.8
Profit/(Loss) before tax
(£m)
£0.5m
2021
2022
2023
2024
(5.5)
(3.8)
0.9
0.5
Net Revenue
(£m)
£62.9m
2021
2021
2021
2022
2022
2022
2023
2023
2023
2024
2024
2024
Corporate revenue
Supplier revenue
63.0
62.9
46.8
34.7
Adjusted EBITDA Margin
(%)
20.3%
12.8
10.4
19.1
20.3
5.7
7.4
7.6
31.9
41.1
55.6
55.3
Key to the Growth Engine:
More investment from
corporate clients
Improvement in speed
and efficiency
Reinvestment in technology,
content, and supplier
partnerships
Building a strong
member‑led proposition
Increased cash generation
and margins
2.8
STRATEGIC REPORT
22
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Key Performance Indicators
Key Performance Indicators
Description
Broadly maintained the number of Active
Members despite the loss of a Large contract.
Definition
Individuals who possess an eligible product,
employment, account, or card with one of
Ten’s corporate clients become “Eligible
Members”, with access to Ten’s platform and
service, registered to the relevant corporate
client’s programme. Those who have utilised
the platform or service within the past twelve
months are considered “Active Members”.
Link to the Growth Engine:
Description
Secured new Material Contracts while losing
one Large contract.
Definition
Ten categorises its corporate client
contracts based on the annualised value
paid, or expected to be paid, by the
corporate client for the provision of
concierge and related services by Ten as:
Small contracts (below £0.25m); Medium
contracts (between £0.25m and £2m);
Large contracts (between £2m and £5m);
and Extra Large contracts (over £5m).
This does not include the revenue generated
from suppliers through the provision of
concierge services.
Link to the Growth Engine:
Description
Cash and cash equivalents increased by
£0.9m to £9.3m and net cash increased
by £0.2m to £3.9m.
Definition
Cash and cash equivalents, reduced
by the aggregate of both current and
non-current borrowings.
Link to the Growth Engine:
Material Contracts
(M/L/XL)
29
Net Cash
(£m)
£3.9m
Active Members
(’000)
349k
2021
25
2022
28
2023
28
2024
29
2021
6.7
2022
3.2
2023
3.7
2024
3.9
2021
203
2022
275
2023
353
2024
349
23
STRATEGIC REPORT
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Committed to building
a sustainable future
Ten continues to build on its efforts to become the world’s most trusted service
by growing a responsible business. It is dedicated to building a responsible
business that aligns with Ten’s core values of being member‑focused, pioneering,
and trustworthy. Ten’s status as a certified B Corp bolsters this commitment,
providing a robust framework that guides the ESG Strategy. This strategy
emphasises transparency, supporting informed, data‑driven decision-making
processes. Ten is actively transforming its internal operations and behaviours
to generate a positive impact. Furthermore, it is encouraging its supplier partners
and members to make more sustainable choices.
Our Sustainable Business Strategy has three priorities:
Enhancing transparency to
support informed, data-
driven decision making
Transforming internal
operations and behaviours
to create a positive impact
Actively encouraging
our suppliers and
members to make more
sustainable choices
STRATEGIC REPORT
24
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Responsible Business
Q&A with Jules Pancholi,
Non-Executive Chairman and Chair of the ESG Working Group
Q
In what way has ESG been integrated into
Ten’s business model?
A
J.P: The Group’s ESG strategies are closely integrated with
Ten’s broader business goals. The ESG Working Group
is tasked with identifying and assessing various ESG
risks and opportunities. The continuous monitoring
enables the Board to adapt the Group’s strategies in
real-time, ensuring alignment with our overarching
business objectives by making informed decisions.
Q
What milestones has Ten achieved in its ESG initiatives
and goals?
A
J.P: One of our significant milestones in our ongoing
ESG initiatives is maintaining the B Corp certification
secured in 2023. Our certification underscores
Ten’s commitment to responsible business practices.
Furthermore, our internship programme remains
a cornerstone in our commitment to fostering
new talent. This year alone, we welcomed 14 new
interns from South Africa, Colombia, the United
Kingdom, Brazil, Singapore, and Canada, and
we are excited about building on this programme
in the coming years.
Q
How will Ten sustain and build on its ESG initiatives
and goals?
A
J.P: We consistently aim for year-on-year improvements
in its governance, employment practices, social
responsibilities, and environmental impact, as well
as its obligations to corporate clients and members.
One of our key strategies for the upcoming year
is to achieve carbon neutrality (with offsetting)
for our Scope 2 emissions. Setting clear goals
and performance metrics for the Group reaffirms
our dedication to creating a more sustainable future,
and we are excited about the positive impact this
will have on communities and the environment.
18%
reduction in Scope 3 remote
UK refunded mileage
46%
reduction in Scope 2
emissions for UK electricity
E
Minimising our
environmental footprint
→ Read more on pages 30 to 37
Commitment
Ten is dedicated to minimising its
carbon emissions through proactive
strategies and initiatives that
engage members in sustainable
practices. By adhering to sustainable
practices, it aims to foster a culture
of environmental responsibility
and transparency.
Targets
▪Achieve carbon neutrality for Scope
2 emissions with offsetting by 2025
▪Positively influence members by
offering sustainable lifestyle choices
and assisting them in achieving their
personal carbon footprint goals
14
new interns joined Ten’s
internship programme
62%
female representation in
senior management
64%
female representation across
the workforce
S
Caring for our people
and communities
→ Read more on pages 28 and 29
Commitment
Ten is dedicated to nurturing a diverse,
equitable, and inclusive workplace,
empowering leaders at all levels and
consistently investing in a positive
working environment. Ten prioritises
ethical supply chains, uphold the highest
data privacy and integrity standards, and
support the communities it serves.
Targets
▪Maintain Ten’s commitment to
gender representation by ensuring
that women constitute 50% of the
senior management team and 60%
of the workforce
▪Expand Ten’s internship programme
to cultivate and foster emerging talent
Progress
Progress
G
Sustainable growth
through strong governance
→ Read more on pages 26 and 27
Commitment
Ten is dedicated to implementing
a sustainable business strategy in
line with its B Corp certification.
Its governance practices underscore
the importance of an independent,
diverse Board, committed to
upholding the highest business
ethics and compliance standards.
Targets
▪Maintain or improve Ten’s B Corp
certification after new standards
are released in 2025
▪Maintain a culture of accountability and
integrity through the implementation
of Ten’s whistleblowing, anti-bribery,
corruption, and modern slavery policies
43%
of the Board are independent Directors
B Corp certified, achieving an
overall score of
82.2
Progress
25
STRATEGIC REPORT
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Sustainable Business Strategy
Developed by the ESG Working Group, Ten’s Sustainable Business Strategy systematically
assesses the most significant ESG issues, drawing insights from various functions within the
Group, investors, and stakeholders – additional information regarding the Board’s stakeholder
interactions can be found on pages 38 and 39. The ESG Working Group regularly updates the
Audit and Risk Committee and the Board on its initiatives and engages with the Executive
Committee to ensure Ten fosters a culture of ESG awareness.
B Corp certification
In May 2023 Ten proudly achieved B Corp certification,
underscoring its dedication to responsible business
practices. Ten is committed to fostering a positive social
and environmental footprint, improving its governance, and
refining its employment practices. Stakeholders, including
corporate clients and members, are engaged to minimise
environmental impacts and uphold social responsibilities.
Ten holds an overall score of 82.2, compared to the median
score for businesses which completed the assessment
of 50.9.
Ten’s B Corp certification has sharpened its focus on
upholding the highest social and environmental performance
standards, transparency, and legal accountability. Ten remains
proactive in monitoring the latest B Corp standards, set
to be finalised this year, and published in early 2025,
and management are confident that Ten will maintain
or improve its B Corp score.
↑ Ten Lifestyle Group, the world’s first B Corp-certified
concierge company
Governance
22.7
Workers
27.4
Community
19.6
Environment
8.9
Customer
3.3
Overall score
82.2
Governance
Sustainable growth through
strong governance
G
STRATEGIC REPORT
26
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Responsible Business continued
↑ Charity Day at Ten Lifestyle Group, Mumbai
Board role, independence, and diversity
The Board comprises four Executive Directors, along with
Jules Pancholi – who continues to serve as Non-Executive
Chairman of the Board since his appointment in November
2023 – and two additional Non-Executive Directors,
Edward Knapp and Carolyn Jameson.
Comprising a diverse array of skills and expertise, the
Board brings together a wealth of industry, financial, and
public market experience and is responsible for shaping
the Group’s strategy aimed at long-term success and
overseeing management, governance, controls, risk
management, direction, and performance, as outlined
on pages 40 to 43.
Business ethics and compliance
Cultivating a culture rooted in responsibility, sustainability,
and integrity is vital for the Group’s long-term success.
The Group’s relevant policies undergo annual reviews
and are integrated into periodic training and evaluation.
Whistleblowing Policy: The Group’s Whistleblowing Policy
outlines the confidential process for any Group employee
to report concerns about potential wrongdoings in financial
reporting or other matters to the Whistleblowing Officer.
Anti-bribery and Corruption Policy: The Group’s Anti-bribery
and Corruption Policy, applicable to all Group employees,
sets out the Group’s zero-tolerance stance on bribery and
corruption, providing guidance on recognising and dealing
with such issues and potential consequences.
Modern Slavery Policy: The Group adopts a zero-tolerance
approach to modern slavery in its supply chain, and a full
copy of its policy is available on its website.
Diversity of the Board:
Independence
43%
Female representation
28%
Ethnic diversity
13%
27
STRATEGIC REPORT
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Social
Caring for our people and communities
Ten aspires to be a market-leading employer, fostering a culture where its people feel
valued and empowered to positively impact members’ lives. It strives to generate
value for its corporate clients while boosting the well-being of Ten’s colleagues and
communities. Ten’s dedication to becoming a preferred employer is reflected in its
diverse, inclusive workplace, which is a cornerstone in achieving its goals.
S
Diversity, equity, and inclusion (DEI) strategy
Diversity, equity, and inclusion (DEI) is integral to Ten’s
strategy and is essential to its enduring success. Ten
continues to combat all forms of discrimination and ensure
equal opportunity across the business. Ten takes pride in its
diverse and talented team spanning 20+ countries, enriching
Ten continued to progress in its DEI programming,
emphasising gender diversity, religious inclusion, and ethnic
representation. It has identified an opportunity to improve
internal communication of Ten’s educational programmes and
employee support, enabling more effective engagement and a
better understanding of its employees’ evolving perspectives.
Additionally, Ten continued its annual DEI survey, initiated in
2022, recognising feedback as a key engagement tool and a
way to involve employees in these initiatives.
This survey provides valuable demographic data and a
platform for employees to share insights into the DEI efforts
voluntarily. Feedback from employees shape the DEI strategy,
however, given the survey’s voluntary and anonymous nature,
it can result in sample set variations, making year-on-year
comparisons challenging.
its services with a myriad of perspectives and experiences.
Ten’s Global Council for DEI, functioning as an internal task
force, operates through four strategic pillars which foster
inclusivity and empower employees to have a genuine voice
in business decisions:
Asian
Black or African
Hispanic/Latino
White
Mixed/other
Racial and ethnic diversity12
19%
4%
6%
2%
15%
77%
48%
29%
Senior management
Total Workforce
Transparency
Enhance the visibility
of Ten’s commitment
to DEI Initiatives
Education
Provide comprehensive
training and support
on DEI issues
Engagement
Foster greater
engagement with
DEI topics through
events and content
Promotion
Attract and retain
a diverse workforce,
focusing on
management roles
12 Comparative racial and ethnic diversity data from prior years can be found in the Annual Report and Accounts 2023, on Ten’s website (www.tenlifestylegroup.com).
STRATEGIC REPORT
28
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Responsible Business continued
Gender diversity
Ten survey results highlight the strong representation of
women across all regions and senior management within
Ten’s workforce. There was a significant increase in the
representation of women in senior management, despite
a slight dip in representation in the workforce from last year.
Ten remains dedicated to supporting women in achieving
senior roles throughout the business in all regions. The
overall workforce target of 60% exceeds the 50% target for
senior roles, accounting for the typically wider representation
of women in entry and mid-level roles, while striving for
balanced gender representation at senior levels, where
women are often underrepresented.
Ethical supply chains
Establishing trusted, sustainable partnerships with a robust
supplier network is crucial to Ten’s operations and member
offerings. It remains dedicated to fair payment terms,
practices, policies, and performance standards, implementing
enhanced supplier due diligence and audit programmes to
ensure our partners adhere to the needs of Ten’s corporate
clients and members.
Suppliers are asked to adhere to Ten’s Supplier Code of
Conduct, outlining the minimum standards and transparency
expected from all partners. It mandates that partners
establish processes to uphold these standards and provide
evidence if needed. Ten is adopting a collaborative approach
to implement and assess Code compliance, making these
contractual requirements standard practice.
Treating data with respect
Data is pivotal to Ten’s business, and it is trusted by members
and corporate clients to handle their data with the utmost
care and respect. Ten takes data privacy rights and protection
seriously, implementing thorough procedures to comply with
key regulations, including the UK and EU’s General Data
Protection Regulation (GDPR), the USA’s California Consumer
Privacy Act (CCPA), and Brazil’s General Data Protection Law
(LGPD). The Group has robust processes to ensure proper
personal data handling and mitigate cybercrime risks.
Furthermore, Ten’s information security and compliance
teams conduct regular audits and receive continuous training
to stay updated with best practices.
Volunteer work programme
Ten’s volunteering programme, offering employees paid leave
to volunteer for their chosen charity, has seen a 14% increase,
with 119 employees participating in its third year (2023: 104).
Moreover, there has been a 7% increase in volunteer work
hours, with employees dedicating 864 hours this year (2023:
808). The types of volunteering are broad, with individual and
team activities ranging from food and essentials collection
for a Mumbai refuge and UK environmental conservation
projects and winter coat drive in San Francisco, to hands-on
support at a Hong Kong animal adoption centre.
A huge thank you to you and your
colleagues for volunteering today!
We can see how much effort you
all went to in making the event
a success and we thoroughly
appreciate it!”
The Social Impact Team at British Land on Ten’s involvement
with Young Readers, a National Literacy Trust Project
Senior management
Total workforce
62%
2024
64%
2024
Developing leaders
The Group takes immense pride in its robust talent
development track record, bolstered by key programmes.
Among these is the Global Leadership Programme, an
intensive twelve-month internal initiative nurturing future
leaders and enhancing personal development skills.
Furthermore, Ten’s global mentor network cultivates high-
potential leaders through mentorship, while its coaching
accelerator offers coaching opportunities for all staff, both
virtually and in person. This network comprises Group
leaders, equipping managers with vital coaching and
leadership skills for daily work and team management.
Management considers Ten’s employees’ specific needs,
including any disabilities, during hiring, role assignment,
and training and development.
Ten is delighted to report the continuation of its internship
programme this year across South Africa, Colombia, the UK,
Brazil, Singapore, and Canada, with 14 (2023: 8) new interns
joining the business. This brings the total number of interns
since the programme’s inception to 55 (2023: 41), underlining
Ten’s commitment to nurturing new talent globally.
Investing in the working environment
Ten’s policies and procedures are drafted to adhere to all
pertinent local legislation concerning safety, health, and
welfare in the workplace. It is dedicated to investing in
top-tier office spaces in prime locations, guaranteeing the
best possible global working environment. Ten continues to
promote flexible working arrangements and remote work
where suitable and has repositioned or restructured office
spaces to better cater to local needs. For home-based
employees, Ten conducts workstation assessments to ensure
health standards compliance and support their well-being.
Representation of women13
13 Comparative gender diversity data from prior years can be found in the Annual Report and Accounts 2023, on Ten’s website (www.tenlifestylegroup.com).
50% target
60% target
29
STRATEGIC REPORT
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Ten’s operations are designed for low impact and carbon intensity, and it is committed
to consistently exploring ways to reduce the Group’s environmental footprint.
As part of Ten’s Sustainable Business Strategy, the Board, guided by the ESG Working
Group, aims to become carbon neutral for Scope 2 greenhouse gas (GHG) emissions by
2025. This will be achieved by continuing to take opportunities to reduce emissions from
operations and through offsetting any remaining emissions. Ten will use verified carbon
offsetting projects that reduce or avoid equivalent CO2 emissions.
Beyond setting targets for Scope 2 GHG emissions, Ten continuously encourages its
supplier partners and members to adopt more sustainable practices, reinforcing
its commitment to promoting environmental responsibility throughout its value chain.
Carbon emissions
As a digitally enabled service business, Ten’s main
environmental impact stems from the carbon footprint
of its operations. 79% (2023: 82%) of our emissions are
classified as Scope 3 GHG emissions, primarily from
staff air travel and remote working. The remaining 21%
(2023: 18%) arise from Scope 2 GHG emissions directly
related to office electricity usage.
Ten uses intensity ratios based on tonnes of CO2e and
megawatt hours per £m of Net Revenue to monitor its
global energy efficiency and carbon footprint effectively.
A like-for-like data analysis reveals a slight increase in
energy usage and GHG emissions per £m of Net Revenue,
primarily as a function of increased serviced office space,
as staff increasingly return to working from the office, and
Net Revenue broadly remaining in line with the prior year.
Ten has continued to identify opportunities to reduce energy
consumption by working with landlords and serviced office
providers to assess energy providers, enhance energy
efficiency, improve air quality and minimise waste. In 2024,
Ten relocated its primary London office, prioritising energy-
efficient buildings with green certifications in the selection
process. The decrease in electricity usage in the United
Kingdom, which falls under Scope 2, resulted in a 46%
reduction in GHG emissions.
The Group leverages online collaboration tools to decrease
regional meetings and promotes flexible working arrangements,
reducing the carbon footprint associated with business travel
and commuting. Where possible, Ten has increased the
availability of bicycle parking spaces for its staff. These
initiatives have contributed to a 23% reduction in GHG
emissions pertaining to our Scope 3 remote working energy
consumption, while global air travel increased GHG emissions
by 79% as in-person opportunities to collaborate with corporate
clients, suppliers and colleagues are carefully selected.
Ten continues to report on its energy consumption and
greenhouse gas (GHG) emissions in line with the Streamlined
Energy and Carbon Reporting (SECR) framework. The Scope 2
analysis includes all offices – both leased and serviced –
and the Scope 3 analysis accounts for major data centres
and cloud providers’ energy consumption and the emissions
generated by home working employees.
Environment
Minimising our impact
on the environment
E
Total Scope 2 GHG emissions
(tCO2e)
270
(2023: 149)
Total Scope 2 & 3 Intensity ratio
(tCO2e/£m Net Revenue)
20
(2023: 19)
STRATEGIC REPORT
30
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Responsible Business continued
Member activities
Ten remains dedicated to positively influencing its members by offering sustainable lifestyle choices and aiding them in achieving
their personal carbon footprint goals. This is particularly vital among HNWI members, as reducing carbon-intensive travel and
dietary habits of this demographic is key to mitigating global warming. The ESG Working Group collaborates closely with Ten’s
proposition, digital, and content teams to target the following three strategic areas to promote sustainable choices to members:
Strengthen Ten’s sustainable
proposition to deliver member
choice
Enhance offerings to provide
members with a broader array
of sustainable choices.
Enhance visibility of choice
across all channels
Increase awareness and
visibility of sustainable choices
through all communication
channels.
Facilitate member philanthropic
activities in partnership with
corporate clients
Collaborate with corporate
clients, working towards enabling
and promoting philanthropic
initiatives among members.
This collaborative endeavour has forged partnerships with sustainable retail brands, resorts, and events, championing diversity and
fundraising initiatives. These collaborations feature prominently in Ten’s editorial content and customised member communications,
including the publication of over 53 (2023: 56) articles on sustainability topics. In addition, improvements to Ten’s Digital Platform now
provides members with an expanded “Conscious Collection” that includes retail brands and restaurants.
Link to Scope 2
UK electricity
Rest of world’s electricity
(excluding serviced offices)
Serviced offices’ electricity
Link to Scope 3
Rest of the world refunded mileage
Global air travel
Remote working
SCOPE 2
SCOPE 3
2%
5%
14%
29%
49%
GHG emissions by Scope
1%
31
STRATEGIC REPORT
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Category
Description
Governance
a. Oversight of climate-related risks
and opportunities
The Board oversees the Group’s Sustainable Business Strategy. Based on feedback
from the ESG Working Group, chaired by Jules Pancholi, Non-Executive Chair, the
Board identifies climate-related risks and opportunities. Climate-specific risks are
tracked in the risk register and consistently reviewed by both the Audit and Risk
Committee and the Board. Additionally, the Committee receives periodic updates
on ESG risks and mitigation plans from the ESG Working Group.
b. Management’s role in assessing
and managing climate-related risks
and opportunities
The ESG Working Group assesses potential risks and opportunities at both the
Group and subsidiary levels, considering the Group’s geographical and functional
areas. The Group meets quarterly to discuss emerging risks and opportunities and
formulate agreed-upon action or mitigation plans. Climate considerations are
integral to relevant strategic and operational risk management processes.
Strategy
a. Identified risks and opportunities
The tables in the “Climate scenario analysis” section summarise the Group’s
analysis of key climate-related risks and opportunities across short-term
(pre‑2030), medium-term (2030 – 2040), and long-term (post-2040) timeframes.
These risks and opportunities are reviewed and updated in response to evolving
landscapes and developments.
b. Impact on the Group’s business
and strategy
As a low-impact, digitally enabled service business committed to reducing its
carbon emissions, Ten incorporates climate considerations into its strategic
and operational risk management processes. The tables in the “Climate scenario
analysis” section outline how climate-related risks and opportunities impact
the Group’s business, strategy, and financial planning.
c. Resilience strategy
While climate-related factors present certain risks and uncertainties, Ten’s
adaptability to operational and market challenges instils confidence in its ability
to adjust the business model and mitigate potential risks as needed. The tables
in the “Climate scenario analysis” section demonstrate the Group’s resilience to
various climate-related scenarios, including a 2°C or lower scenario.
Risk management
a. Identification and management
The Board and Audit and Risk Committee oversee the Group’s risk management
framework. The ESG Working Group identifies emerging climate-related risks and
formulates mitigation plans. Material risks are documented in the Group’s risk register,
ensuring centralised review and management to establish suitable mitigating measures.
b. Integration into overall
risk management
Climate-related risks are incorporated into all relevant business decisions. The ESG
Working Group embeds the Group’s Sustainable Business Strategy by engaging with
the Executive Committee, thereby fostering a culture of environmental awareness.
Metrics and targets
a. Metrics for assessment
The Group quantifies energy consumption and GHG emissions from all business
activities, including office electricity use, mileage, air travel, data centres, and
remote working. A detailed report of the Group’s Scope 1, 2, and 3 GHG emissions
are disclosed on pages 36 and 37.
b. Targets for management
The Group uses intensity ratios based on tonnes of CO2e and megawatt hours per
£m of Net Revenue to monitor energy efficiency and carbon footprint over time.
It is committed identifying ways to reduce the carbon emissions ratio per £m of
Net Revenue.
Climate-related Financial Disclosures Regulations 2022 Statement
In accordance with the Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022, Ten presents
its climate-related disclosures, underscoring its sustainability commitment. Ten is resolutely committed to progressing its
transition towards net zero. By following CFD and TCFD recommendations, Ten aims to provide transparency about its climate
risk exposure and its progress towards a sustainable, low-carbon future. This year, climate-related impacts and necessary
disclosures have been evaluated at both Group and subsidiary levels to set achievable targets for the Group.
STRATEGIC REPORT
32
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Responsible Business continued
Climate scenario analysis
The Group recognises the critical need to identify and assess the potential implications of various future climate scenarios
to effectively manage risk and seize opportunities associated with climate change.
The scenario analysis below highlights the risks and opportunities related to climate change across three timeframes;
short‑term (pre-2030), medium-term (2030–2040), and long-term (post-2040) across two climate scenarios.
▪Scenario 1: High carbon (>3°C) – this “adverse scenario” anticipates significant GHG emissions leading to severe physical
impacts from climate change
▪Scenario 2: Low carbon (<2°C) – this “favourable scenario” involves aggressive mitigation of global temperature rise and GHG
emissions, though transition risks remain
Table one: Climate change-related risks and opportunities
The tables below summarise the risks and opportunities identified as a result of the impacts of climate change on the business,
as well as the maturity of the assessment (on a scale of 1 to 3, with 3 being the most mature):
Risk/opportunity
Maturity of
assessment
Overview of risk/opportunity
Business response
Climate change
regulations
2
Risk: Regulatory changes may result in
penalties and higher operating costs due
to stringent climate reporting
requirements.
Monitor regulatory changes and seek legal
expertise as required. The ESG Working
Group addresses compliance obligations to
prevent misstatements.
Product and service
adaptation
2
Risk: Potential revenue loss if the Group
fails to adapt to growing demand for
climate-friendly products.
Opportunity: Adapting could drive
revenue growth.
Developing a climate-conscious product
range to support members in the low-
carbon transition and meet increasing
corporate client enquiries, particularly in
financial services.
Investor and
corporate client
sentiment
2
Risk: Investment loss if stakeholder
expectations on climate action are not met.
Opportunity: Improved investment
prospects through a strong climate response.
Minimising climate impact and disclosing
ESG performance transparently through
the annual report and other assessments
to sustain investor confidence.
Carbon taxation
2
Risk: External carbon pricing may raise
operational costs, impacting supplier
expenses.
Risk: Member activity could decline due
to carbon taxes, especially in travel.
Ten’s Sustainable Business Strategy
mitigates carbon pricing impacts. Supplier
engagement and low-carbon alternatives
reduce exposure to carbon taxes.
Rising temperatures
and energy demand
1
Risk: Increased operational costs from
higher energy demands for cooling data
centres amid rising temperatures.
Implementing energy efficiency measures
and transitioning to cloud services to lower
cooling needs.
Extreme weather
conditions
1
Risk: Disruption from extreme weather
events and related property damage costs.
Robust business continuity plans ensure
operations across 20 global locations and
support remote work.
Climate migration
1
Risk: Market volatility from unpredictable
climate changes.
Ten’s global service model is designed
to adapt to climate migration and
changing conditions.
All assessments are still in progress. In the coming year Ten will continue to monitor and assess each risk as it is able to better
observe them.
33
STRATEGIC REPORT
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Climate-related Financial Disclosure Regulations 2022 Statement continued
Climate scenario analysis continued
Table two: Risks by climate scenario and time frame
The table below summarises the areas considered as part of the assessment of the potential risks of climate change
on the business and the expected financial impact each may have, using the following definitions:
Low financial impact: Minor fluctuations in revenue or expenses that have a limited effect on the Group’s overall
financial stability and are easily manageable with existing resources.
Medium financial impact: Noticeable changes in revenue or expenses with a moderate impact on profit margins,
requiring some adjustments and strategic management.
High financial impact: Substantial fluctuations in revenue or expenses leading to a significant impact on profit margins,
demanding urgent and comprehensive financial strategies for recovery and sustainability.
Transition risks by climate scenario and time frame
Financial impact over time frame
Risk
Financial impact
Scenario
Pre-2030
2030-2040
Post-2040
Climate change
regulations
Potential penalties for non-compliance
and rising operational costs to meet
regulatory requirements
Low carbon
High carbon
High
High
High
High
High
High
Product and
service adaptation
Revenue loss if the Group fails to adapt to
growing demand for climate-friendly services
and products
Low carbon
High carbon
Medium
High
High
High
High
High
Investor and
corporate client
sentiment
Investment losses if the Group does not
meet escalating stakeholder and investor
expectations regarding climate action and
disclosures
Low carbon
High carbon
Medium
Medium
Medium
High
High
High
Carbon taxation
Increased costs for products, services,
and partnerships
Low carbon
High carbon
Medium
High
Medium
High
Medium
High
Rising
temperatures and
energy demand
Higher resource costs to fulfil service demands
Low carbon
High carbon
Low
High
Medium
High
Medium
High
Extreme weather
events
Decreased demand for services due to
adverse weather conditions
Low carbon
High carbon
Low
Low
Medium
High
Medium
High
Climate migration
Shifts in consumer and market behaviour
driven by climate change
Low carbon
High carbon
Medium
High
High
High
High
High
Transition risks pose a substantial financial challenge if they are not adequately addressed in a timely manner. It will be critical
for Ten to meet the climate action expectations of members, corporate clients, investors, and consumers with deft execution of
its climate strategy.
STRATEGIC REPORT
34
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Responsible Business continued
Table three: Opportunities by climate scenario and time frame
The table below summarises the potential climate-related opportunities identified as part of the assessment of the potential
impacts of climate change on the business.
Opportunities by climate scenario and time frame
Financial impact over time frame
Opportunity
Financial impact
Scenario
Pre-2030
2030-2040
Post-2040
Product and
service adaptation
If the Group adapts to meet a potential
increase in climate-related demand, it could
present an opportunity for revenue growth
Low carbon
High carbon
Medium
Medium
High
Medium
High
Medium
Investor and
corporate client
sentiment
Greater investment from stakeholders and
investors as a result of a robust response to
the climate agenda
Low carbon
High carbon
Medium
Medium
High
Medium
High
Medium
Carbon taxation
The member base is less sensitive to price
increases than the wider population and our
member engagement strategy seeks to provide
low-carbon alternatives
Low carbon
High carbon
Medium
Medium
Medium
Medium
Medium
Medium
Carbon emissions
The Group reports its Scope 1, 2, and 3 carbon emissions under the Streamlined Energy and Carbon Reporting (SECR). This
includes energy and GHG emissions from global activities such as all offices’ electricity purchases, business travel, data
centres, key cloud service providers, and remote employee work.
Tables 1 and 2 display the energy consumption and GHG emissions from these activities in kilowatt hours and tonnes of CO2e,
along with percentage changes compared to previous years.
Table 3 details the Group’s selected intensity ratios by year, based on tonnes of CO2e per megawatt hour of Net Revenue.
These ratios track Ten’s global energy efficiency and carbon footprint over time, indicating a slight increase compared to the
prior year.
35
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Ten Lifestyle Group Plc Annual Report and Accounts 2024
Climate-related Financial Disclosure Regulations 2022 Statement continued
Carbon emissions continued
Table 1: Greenhouse gas (GHG) emissions and energy use (kWh) by Scope
Kilowatt hours of energy (kWh)
Tonnes of carbon dioxide
equivalent (tCO2e)
2024
2023
2022
2024
2023
2022
Scope 1
—
—
—
—
—
—
Scope 2
a) UK electricity
136,101
230,525
251,766
28.18
51.87
58.19
b) Rest of world electricity (excluding serviced offices)
310,407
242,302
248,589
64.27
49.67
56.66
c) Serviced offices electricity
858,784
189,477
205,689
177.81
47.95
49.23
Scope 3
a) UK refunded mileage
11,060
14,509
3,408
2.29
2.81
0.66
b) Rest of world refunded mileage
42,886
37,017
26,915
8.88
7.16
5.20
c) Global air travel
1,747,102
1,043,520
542,744
361.74
201.80
104.96
d) Data centres and key cloud providers
14,489
12,829
12,145
3.00
2.48
2.35
e) Remote working
3,020,640
4,223,387
3,303,066
625.42
816.72
638.75
Total emissions (Scope 1, 2, and 3)
6,141,469
5,993,566
4,594,322
1,271.59
1,180.46
916.00
Table 2: Annual changes in greenhouse gas (GHG) emissions and energy use (kWh) by Scope
Annual percentage change
in kilowatt hours of energy (%)
Annual percentage change in tonnes
of carbon dioxide equivalent (%)
2024
2023
2022
2024
2023
2022
Scope 1
—
—
—
—
—
—
Scope 2
a) UK electricity
(41%)
(8%)
11%
(46%)
(11%)
20%
b) хRest of world electricity (excluding serviced offices)
28%
(3%)
31%
29%
(12%)
(36%)
c) Serviced offices electricity
453%
(8%)
—
358%
(3%)
—
Scope 3
a) UK refunded mileage
(24%)
326%
216%
(18%)
326%
230%
b) Rest of world refunded mileage
16%
38%
171%
24%
38%
171%
c) Global air travel
67%
92%
—
79%
92%
—
d) Data centres and key cloud providers
13%
6%
—
21%
6%
—
e) Remote working
(28%)
28%
—
(23%)
28%
—
STRATEGIC REPORT
36
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Responsible Business continued
Table 3: Intensity ratio per £m of Net Revenue (tCO2e/£m/MWh/£m)
Megawatt hours of energy per £m
of Net Revenue (MWh/£m)
Tonnes of carbon dioxide equivalent
per £m
of Net Revenue (tCO2e/£m)
2024
2023
2022
2024
2023
2022
Scope 2 a) and Scope 3 a)
2.34
3.89
5.45
0.48
0.87
1.26
Scope 2 a) and b) and Scope 3 a) and b)
7.94
8.32
11.34
1.64
1.77
2.58
Scope 2 a) to c) and Scope 3 a) to e)
97.64
95.14
98.17
20.22
18.74
19.57
SECR methodology
The figures quoted in Scope 2 a) UK electricity include data from meter readings from the UK office only whereas Scope 2 b)
Rest of world electricity (excluding serviced offices) includes data from meter readings or estimates from the Group’s non‑serviced
offices and Scope 2 c) Serviced offices electricity is an estimate of electricity usage at the Group’s serviced offices.
The figures quoted in Scope 3 a) UK refunded mileage include refunded business mileage from the UK only whereas Scope 3 b)
Rest of world refunded mileage includes data from the rest of the world. Refunded business mileage is classified as Scope 3 as
Ten does not own the assets. The prior year emissions from refunded mileage has been restated using up-to-date conversion
factors. Scope 3 c) Global air travel includes global air travel by employees during the period.
The figures quoted in Scope 3 d) Data centres and key cloud providers include data or estimates from three of the Group’s
global data centres and the use of Amazon Web Services.
The figure quoted in Scope 3 e) Remote working is an estimate of energy consumption by staff when working from home based
on the government rates which is around 1.73kWh per FTE hour, which is a shift from the 2020 home emissions whitepaper
which estimated hourly consumption to be 2.65kWh per FTE hour.
Conversion factors used to calculate 2023 emissions and recalculate the 2022 emissions were taken from the UK government’s
GHG Conversion Factors for Company Reporting (2021) to calculate emissions for Scope 2 and 3. An average CO2e factor has
been applied to the refunded business mileage as individual private vehicle details have not been provided.
37
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Ten Lifestyle Group Plc Annual Report and Accounts 2024
STRATEGIC REPORT
38
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Stakeholder Engagement (S. 172)
How the Board
engages stakeholders
The Group has a number of stakeholders in the business with sometimes differing needs, all of
which need to be understood by the Board and fairly considered when making decisions about
the business that may have an impact on them.
Under Section 172(1) of the Companies Act 2006, the directors
of a company have a duty to promote the success of the
company for the benefit of its shareholders and wider
stakeholders when making decisions. In doing so, the
Board has regard (amongst other matters) to:
a) the likely consequences of any decision in the long term;
b) the interests of the Group’s employees;
c) the need to foster the Group’s business partnerships with
suppliers, customers and others;
d) the impact of the Group’s operations on the community
and the environment;
e) the desirability of the Group maintaining a reputation
for high standards of business conduct; and
f) the need to act fairly between members of the Group.
The Group is also B Corp certified, which further formalises
the Board’s commitment to growing a sustainable business
and has significant positive effect on the Group and
stakeholders, as further detailed on page 26.
Here is a summary of how the Board engages with some
of the Group’s main stakeholder groups:
Shareholders
▪The Board is committed to fostering open and meaningful dialogue with
all shareholders, ensuring fair and equal treatment.
▪The CEO and CFO regularly engage with market analysts and
institutional shareholders through individual meetings.
▪Shareholder engagement updates, analyst commentary, and feedback
from corporate brokers on investor perception are regularly received.
▪In-person, virtual, and hybrid shareholder meetings and investor
events are held with good attendance and positive feedback.
▪The Group maintains an ongoing commitment to providing a range
of attendance options and informative online content.
Members
▪ Prioritising member engagement influences almost every decision
across the Group.
▪Various channels, such as content, eCRM, Ten Digital Platform,
and Lifestyle Managers, are utilised for member engagement.
▪Member satisfaction and feedback are continuously assessed,
including through NPS.
▪The Group emphasises anticipating and influencing members’
current and future lifestyle needs.
→ For more information about Ten’s member proposition see
pages 14 to 17
Corporate clients
▪Engaging proactively with corporate clients is vital for the growth and
revenue of the business.
▪ Regular communication with clients is maintained by the senior
management and the corporate client services team.
▪The Chief Operating Officer provides the Board with detailed updates
on client engagement.
▪The CEO and selected Board members regularly meet with existing
and potential clients to fortify relationships.
→ For more information about Ten’s corporate clients,
see pages 18 and 19
Employees
▪Employees, who are based globally, play a crucial role in providing
high-quality and innovative services.
▪Various methods, such as the OKR goal-setting framework, are used
to ensure that employee feedback informs the business direction.
▪Employee satisfaction is monitored annually, with actionable steps
reported to the Board.
▪The Group prioritises employee development and well-being,
with programs and initiatives in place to support career growth.
→ For more information about Ten’s commitment to
responsible business, see pages 28 and 29
Strategic supplier partners
▪Strong relationships with strategic supplier partners are key to
delivering value to members.
▪Engagement with IT, technology, payment services, and telephony
providers boosts operational efficiencies.
▪Proposition specialists leverage combined buying power to enhance
service proposition.
▪The Board receives updates on key strategic partners and approves
capital expenditure through a procurement process.
→ For more information about Ten’s supplier partnerships,
see pages 14 and 15
39
STRATEGIC REPORT
Ten Lifestyle Group Plc Annual Report and Accounts 2024
The disclosures set out in the table below are some examples of how the Board has had regard to the matters set out in
Section 172(1)(a) to (f) when discharging its Section 172 duties, the effect of that on certain decisions taken by it and how
the Board seeks to ensure effective and continuous engagement with its stakeholders.
Board decision
Stakeholders affected
Strategic, operational, financial, and Section 172 considerations
Approval of the Group’s budget,
which included continued
investment in the Group’s
proprietary technology,
communications, and content.
Members
Shareholders
Corporate clients
Employees
Strategic supplier partners
▪Maintaining the Group’s competitive advantage.
▪Improving the member proposition and increasing efficiencies through
advancements in digitalisation, which drives profitability.
▪The Group’s cash and working capital requirements.
▪Continuous collaboration with corporate clients and member feedback guide
investment decisions.
▪ Relevant employee input is considered in establishing operational budgets.
Approval of a targeted
restructuring programme
across various service and
support functions within the
Group, aimed at resetting the
cost base and realigning
management structures to
better support the Group’s
future operations.
Members
Shareholders
Corporate clients
Employees
▪Ensuring the restructuring aligned with the Group’s long-term strategic objectives.
▪Assessing the potential disruptions to key functions and how they will
be managed.
▪Weighing the short-term restructuring costs against expected long-term savings.
▪Considering the impact on leadership effectiveness, talent retention,
and succession.
▪Evaluating how the restructuring will affect shareholders, employees, and
client relationships.
Appointment of a new
Chairperson and the
appointment of new
Non‑Executive Directors.
Members
Shareholders
Corporate clients
Employees
Strategic supplier partners
▪Alignment with the Company’s strategic goals.
▪The assessment of industry expertise and leadership qualities.
▪Past roles are assessed for operational expertise.
▪Collaboration and execution skills.
▪A history of contributing to revenue growth.
▪Alignment with succession planning and legal compliance.
As part of the succession planning process, the Nomination Committee
engages with shareholders and stakeholders to understand the Board’s
demands and determine the optimal skill mix needed.
The recommendations of the
ESG Working Group, which
include setting a carbon
neutral target for 2025.
Members
Shareholders
Corporate clients
Employees
Strategic supplier partners
Environment
▪Driving the Group towards its ambition to reduce its direct and indirect
impacts on the environment.
▪Communicating to investors how the Group manages the challenges and
opportunities of climate change.
▪Identifying risks and opportunities likely to arise as a result of global warming.
▪Regulatory and environmental compliance.
The ESG Working Group engages institutional shareholders when assessing
resources to monitor and plan for climate changes, considering potential
effects on employees and other stakeholders.
Managed invoice financing
facility and other debt.
Shareholders
Corporate clients
▪The Group’s cash and working capital requirements.
▪The operational requirements of expanding existing and launching new
corporate client programmes.
▪Whether the terms of a related party’s subscription for £250k of loan notes
was fair and reasonable insofar as shareholders are concerned.
The Audit and Risk Committee, along with the Board, closely oversees the
Group’s financial performance against forecasts and prudently manages working
capital to ensure robust financial management for stakeholders’ benefit.
STRATEGIC REPORT
40
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Risk Management
Managing our risk
The Board identifies the following principal risks to the Group’s operations. These risks are
managed and mitigated through a risk management and internal control framework, detailed
further on page 57 of the Corporate Governance Statement and page 59 of the Audit and Risk
Committee Report. The Board acknowledges that the Group’s risks and operating environment
can evolve and the Group may encounter additional risks and mitigants over time, hence; the
provided list is not exhaustive.
Description
Mitigation strategies
Change in 2024
Finance/macroeconomic
Financial resources
Future expansion could be
impeded due to inadequate
financial management.
Reduced profitability and
insufficient cash reserves could
occur due to an increase in costs
or a decrease in revenue.
There could be insufficient
cash to meet essential working
capital requirements.
Penalties could arise from
incorrect tax payments.
Potential losses could occur
due to fluctuations in currency
exchange rates.
Financial losses could occur due to
control failures or fraudulent activities.
The Group’s finance team conducts a dynamic
financial planning process to ensure precise
liquidity forecasts.
Prudent cash management strategies, including
securing debt, are employed to maintain working
capital requirements.
External professional expertise in tax and other
areas is utilised to ensure accuracy and
compliance.
Robust financial systems are deployed to
strengthen controls and reporting, enabling
continuous review.
Active monitoring of foreign currency
sensitivities and natural hedging strategies
are employed to mitigate risks associated
with currency fluctuations.
The Group raised additional debt in the
year to fund working capital cash flow
requirements, indicating an increase in
borrowing to support working capital.
Financial and other back-office
functions were developed over the
year, along with the implementation
of advanced financial systems to
augment capacity, marking an
enhancement of back-office functions.
Ongoing efforts to review and enhance
the control framework, including the
establishment of strengthened
standard operating procedures,
signifying a strengthened control
framework.
Global events, global economic and political factors
The resurgence of travel
restrictions, the ongoing war in
Ukraine, conflicts in the Middle East,
and other geopolitical events
present potential threats to
member activity and revenue.
A general economic downturn
and the cost of living crisis,
characterised by inflation, can
pose challenges to the Group’s
financial health.
The Group is able to adapt its working practices
and member propositions to lifestyle needs and
corporate client demands, effectively managing
demand and revenue in challenging scenarios.
The Executive Committee, and the Board
monitor regional macroeconomic changes,
adjusting pricing structures to navigate the
evolving economic environment and external
cost pressures.
The Group maintained preparedness
to adapt to potential effects of
geopolitical events, despite minimal
impact from global events in the year.
Continuing regional inflation and cost
of living pressures presented some
operational cost increases, broadly
offset by price adjustments with
corporate clients.
The Group demonstrated adaptability
in response to economic challenges to
maintain operational stability.
41
STRATEGIC REPORT
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Description
Mitigation strategies
Change in 2024
Finance/macroeconomic continued
Regulatory and compliance
The Group faces potential risks
related to non-compliance with a
range of regulatory standards,
including travel, data protection,
privacy, employment law, tax,
financial regulations, and
consumer law.
Non-compliance may result in
potential fines, penalties, or legal
proceedings, posing financial and
operational risks.
Failure to comply with internal
policies and procedures poses a
risk of financial losses and
operational disruptions.
Regulatory breaches carry the risk
of adverse publicity, potentially
impacting revenue growth and
profitability as customers and
stakeholders may react negatively
to perceived non-compliance.
Legal, compliance, finance, and HR teams
closely monitor industry-specific and local
regulations, seeking external advice as needed.
The Group maintains robust compliance
procedures, ensuring the protection of
personal data.
Group policies are consistently upheld, with
ongoing training to foster a culture of compliance.
Regular internal, corporate client, Payment Card
Industry Data Security Standard (PCI DSS) and
System and Organisation Controls (SOC) Type 2
audits ensure business practices align with
regulatory and contractual obligations.
The Group’s global footprint
remained largely unchanged
throughout the period, indicating
a stable global presence.
No compliance breaches were
identified in 2024, reflecting the
Group’s commitment to upholding
regulatory standards.
Data privacy arrangements were
updated with revisions to the Group’s
Data Processing Agreements and
International Data Transfer
Agreements, demonstrating a
proactive approach to data protection.
Environment, social and governance (ESG)
Failure to meet ESG ambitions
may impact the Group’s growth
and reputation.
Losing B Corp certification could
negatively affect the Group’s
standing and credibility.
Misalignment with stakeholder
goals, including corporate clients,
investors, and employees, could
reduce competitiveness.
Climatic risks, such as natural
disasters and changes in legal
frameworks, pose challenges
to supply chains and
member behaviours.
The ESG Working Group, reporting to the Board
and the Audit and Risk Committee, formulates
and implements the Group’s Sustainable
Business Strategy, emphasising transparency
and positive operational changes.
Maintain the Group’s B Corp certification,
securing its commitment to sustainable
business practices and align with rising
ESG priorities.
The Group maintained its B Corp
certification, affirming its commitment
to sustainable business practices.
The Global Diversity, Equity and
Inclusion Council continued its
DEI Programme, reflecting a
commitment to fostering diversity,
equity, and inclusion.
The Group continued monitoring
and disclosure of DEI and carbon
emissions, showcasing a dedication
to transparency and accountability.
The Group set a carbon neutral target
for 2025, demonstrating its commitment
to environmental sustainability.
STRATEGIC REPORT
42
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Risk Management continued
Description
Mitigation strategies
Change in 2024
Operational
Recruitment and retention of talent
Failure to manage people-related
risks could potentially lead to a
loss of organisational culture
and cause operational or
strategic disruptions.
The Group’s success is dependent
on retaining talent, requiring
ongoing efforts to attract,
motivate, develop, and retain
skilled employees.
Regular reviews are conducted to ensure fair
compensation through salaries, bonuses,
and share options.
Flexible working arrangements are provided,
and improved office spaces to encourage
collaboration.
Annual employee satisfaction is monitored
with proactive measures to address concerns.
The Group’s Global Leadership Programme
exemplifies a sustained focus on staff
development.
Some salary pressures due to regional
wage inflation and competitive
recruitment markets.
Emphasis on management succession
planning, with development initiatives.
Graduates from the Group’s Global
Leadership Programme achieved
promotions and took on
mentorship roles.
The Group’s DEI Programme continued
to foster inclusion and ensure equality
of opportunity.
Corporate clients and competition
Most of the Group’s Net Revenue is
derived from contracts with
corporate clients, and failure to
secure, renew, or comply with
contract terms could impact
revenue and profitability.
Operational inefficiencies or price
misalignment may affect contract
profitability and lead to client loss.
The Group maintains a robust sales pipeline to
ensure a steady influx of new contracts.
The corporate client services team engages
with key contacts daily, delivering data-driven
reporting to monitor compliance with service
levels and demonstrate the return on investment.
Ongoing reviews of pricing and other commercial
terms are conducted to maintain competitiveness.
The Group sustains a competitive edge through
its market-leading Ten Digital Platform.
The Group successfully retained all
but one Material Contracts and
secured new Material Contracts.
Confidence of both existing and new
corporate clients is good, with existing
clients engaging additional content
and customisation services.
Some agreed-upon price increases
with corporate clients were driven by
the perceived value of services and a
robust competitive position.
Supplier partners
Reliance on supplier partners can
create risks such as managing cost
pressures in the supply chain and
potential service disruptions from
underperforming suppliers.
Dependence on supplier partners
could lead to quality issues with
goods or services, potentially
impacting customer satisfaction
and the Group’s reputation.
The Group maintains strong commercial
and contractual relations with critical
supplier partners.
The business understands alternative supplier
options in the market, and a tested recovery
protocol is in place for potential disruptions.
Initial and regular due diligence checks are
conducted on key supplier partners to assess
creditworthiness and ensure compliance with
contracts and regulations.
The Supplier Code of Conduct is maintained to
establish minimum standards and transparency
expectations from key supplier partners.
New strategic partnerships were
formed with hotel, ticketing, restaurant,
and travel suppliers to enhance the
Group’s member proposition.
Reviews were conducted on key
technology, IT, and cloud providers
to ensure their continued reliability
and performance.
The Supplier Code of Conduct was
maintained, outlining updated standards
and transparency expectations from
key supplier partners.
43
STRATEGIC REPORT
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Description
Mitigation strategies
Change in 2024
Technology
Digital strategy management and changes
The Group’s market share and
competitive advantage depend on
its digital strategy, particularly the
performance of the proprietary
Ten Digital Platform, TenMAID, and
other digital elements.
Failure or underperformance of
these digital elements could lead
to operational disruption, regulatory
fines, and contractual risks.
Sustained investment is made in the
Group’s digital strategy to ensure future
business performance.
The Board exhibits ongoing commitment
to IT investment, reinforcing operational
efficiency, data management, and enhancing
cybersecurity defences.
Robust back-up and recovery processes
and procedures are implemented to minimise
service disruption risks.
£12.8m (2023: £13.9m) was invested
in proprietary digital platforms,
communications, and technologies,
of which £6.7m (2023: £7.3m) was
capitalised; emphasising the Group’s
commitment to digital advancement.
Key improvements were developed
for the Ten Digital Platform, enhancing
its capabilities and ensuring continued
relevance in the market, including
the launch of Ten Box Office
technology for more efficient
handling of ticket sale, allocations
and guest list management.
Generative AI solutions were launched
and iterated to improve service quality
and efficiency.
Data security and cybersecurity management
Failure to provide a resilient
platform or prevent data loss due
to security threats poses significant
operational and contractual risks,
and the digitalisation of services
requires robust safeguards to
protect member data and
comply with privacy regulations,
including GDPR.
Utilising new technologies,
including AI, may introduce new
risks, as the increased complexity
and interconnectedness of AI
systems may expose vulnerabilities,
leading to potential data breaches,
unauthorised access, and
compromise of sensitive
information.
Continuous investment is made in “best-in-
class” security software and processes, including
external penetration testing, endorsed by the
Board.
Regular security training is provided for employees
to enhance awareness and response capabilities.
The Group maintains Payment Card Industry
Data Security Standard Level 1 (PCI DSS)
certification and SOC Type 2 compliance.
Annual PCI DSS and SOC Type 2 audits, along
with penetration tests by independent external
auditors, supplement internal checks and those
conducted by corporate clients.
The evolving cybersecurity landscape
means the general risk of cybersecurity
attacks across companies has increased.
No major cyber incidents were
reported during the year, indicating
the effectiveness of cybersecurity
measures.
The Group retained its PCI DSS
Level 1 accreditation and SOC
Type 2 certification, reinforcing
its commitment to data security
and compliance.
Net Revenue
£62.9m
(2023: £63.0m)
Net Revenue was maintained at £62.9m
(2023: £63.0m) and up £1.4m (2.2%) at
constant currency. Adjusted EBITDA of
£12.8m (2023: £12.0m), £12.6m at
constant currency increased by 7%
as operational efficiencies delivered
an improved Adjusted EBITDA margin
of 20.3%. (2023: 19.1%).”
Alan Donald
Chief Financial Officer
Adjusted EBITDA
£12.8m
(2023: £12.0m)
2024
£m
2023
£m
Revenue
67.3
66.7
Corporate revenue
55.3
55.6
Supplier revenue
7.6
7.4
Net Revenue
62.9
63.0
Operating expenses and other income
(50.1)
(51.0)
Adjusted EBITDA
12.8
12.0
Adjusted EBITDA %
20.3%
19.1%
Depreciation
(3.3)
(2.9)
Amortisation
(5.8)
(5.3)
Share-based payments
(0.9)
(0.9)
Exceptional items charge
(0.7)
(1.1)
Operating profit before interest and tax
2.1
1.8
Net finance expense and foreign exchange
(1.6)
(0.9)
Profit before taxation
0.5
0.9
Taxation credit
0.5
3.6
Profit for the period
1.0
4.5
Net cash
3.9
3.7
STRATEGIC REPORT
44
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Financial Review
Strategic contract wins and efficiency gains
drive consistent revenue and Adjusted EBITDA,
positioning the Group for growth into FY 2025
Adjusted EBITDA
Adjusted EBITDA is not a statutory measure, however, the
Board believes it is appropriate to include this as an additional
metric as it is one of the main measures of performance
used by the Board. It reflects the underlying profitability
of our business operations, excluding amortisation of
investment in platform infrastructures, exceptional charges
and share-based payment expenses and related taxes.
Revenue and Net Revenue
Revenue for the twelve months to 31 August 2024 was £67.3m,
representing a modest increase from £66.7m in the prior year.
Net Revenue remained consistent with the previous year at
£62.9m (2023: £63.0m) (£64.4m at constant currency), in line
with market expectations. Net Revenue includes the direct
cost of sales related to member transactions where Ten acts
as the principal service provider, capturing the full scope of
member transactions managed by the Group.
Corporate Revenue was stable at £55.3m (2023: £55.6m),
with underlying base business relatively flat overall. The
loss of a Large contract in the last quarter of the year and
FX headwinds were partially offset by new contract wins
during the year. These included Medium contracts with
key corporate clients, such as a private bank in AMEA and
Emirates NBD, which began generating revenue in H2 2024,
providing a foundation for growth in the coming year. Supplier
Revenue increased to £7.6m from £7.4m, reflecting a consistent
demand for supplier-driven offerings.
The graph below provides a four-year history of Net Revenue.
Net Revenue (£m)
Corporate revenue
Supplier revenue
5.7
46.8
2022
41.1
7.4
63.0
2023
55.6
7.6
62.9
2024
55.3
34.7
2021
31.9
2.8
Contract analysis
The following tables set out an analysis of our contracts
by size and by region. We have analysed only our Material
Contracts. Note, the contract size is based on the annualised
value paid or expected to be paid by the corporate client
for the provision of concierge and related services by Ten.
This does not include the revenue generated from supplier
partners through the provision of these concierge services.
Contract by size
2024
2023
Change
Extra Large
3
3
—
Large
6
6
—
Medium
20
19
1
29
28
1
Contract by region
2024
2023
Change
Europe
8
10
(2)
Americas
10
11
(1)
AMEA
10
6
4
Global
1
1
—
29
28
1
During the year, the Group announced five new Medium
contract wins as well as an expansion of an existing contract
from a Medium to a Large and an expansion of an existing
Large contract. Offsetting this, four Medium contracts did
not renew or became Small contracts as well as the loss
of a Large contract in the last quarter of the year. Within
the regions, AMEA saw the most significant growth, adding
two new contracts and growing two more into Material
Contracts. Europe saw one Large contract and one Medium
contract loss, whilst the Americas saw a net decrease of
one Medium contract.
Post balance sheet we have announced a further two
contract wins, an Extra Large in the Americas region and
one Medium contract in AMEA as set out in tables below.
Contract by size
Nov 2024
Nov 2023
Change
Extra Large
4
3
1
Large
6
6
—
Medium
21
19
2
31
28
3
Contract by region
Nov 2024
Nov 2023
Change
Europe
8
10
(2)
Americas
11
11
—
AMEA
11
6
5
Global
1
1
—
31
28
3
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STRATEGIC REPORT
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Regional analysis
While there is a clear overlap between the geographic
locations of our corporate clients and their members’
requests, members use our concierge services across all the
regions. Net Revenue by region reflects our servicing location,
rather than the location of our corporate clients. This allows
us to track the efficiency and profitability of our operations
around the world and is therefore presented on this basis.
Net Revenue
2024
£m
2023
£m
%
change
Europe
26.4
25.9
2%
Americas
25.0
25.8
(3%)
AMEA
11.5
11.3
2%
62.9
63.0
(0%)
Net Revenue in Europe saw a modest 2% increase to £26.4m
(2023: £25.9m) (£26.5m at constant currency), supported by
sustained activity across key corporate contracts. This
stability reflects strong member engagement and steady
supplier revenue in the region.
Net Revenue in the Americas decreased slightly by 3% to
£25.0m (2023: £25.8m) (£25.6m at constant currency),
primarily due to shifts in contract sizes and member activity
normalising after a high-growth period in prior years. Some
of the slow-down in growth was due to corporate clients
holding back on activity in anticipation of our digital roll
out of Ten Box Office and other digital enhancements.
Nonetheless, strong member demand and engagement
remain across longstanding client relationships in the region.
Net Revenue in AMEA increased by 2% to £11.5m (2023:
£11.3m) (£12.3m at constant currency). Growth in this region
was supported by increased member demand and new
business activity, particularly in key Middle Eastern markets,
which continue to strengthen the Group’s presence and
market penetration across the region with the post period
end Extra Large contract win expected to drive growth in
the region in the coming year.
Operating expenses and other income
Operating expenses and other income totalled £50.1m
(2023: £51.0m), reflecting a slight decrease of £0.9m. This was
largely driven by efficiency gains across the Group, enabling
effective cost management alongside stable revenue levels.
Total full-time equivalent (FTE) employees was 1,145 at the
year end (2023: 1,238), a reduction of 93 FTEs as the Group
continues to invest in technology and infrastructure to
optimise service delivery and enhance profitability.
Regional Adjusted EBITDA
The Group’s Adjusted EBITDA increased to £12.8m (2023:
£12.0m) resulting in an improved Adjusted EBITDA margin of
20.3% (2023: 19.1%) reflecting stable revenue and continued
focus on operational efficiencies. This figure includes
expenses aside from depreciation of £3.3m (2023: £2.9m),
amortisation of £5.8m (2023: £5.3m), exceptional items of
£0.7m (2023: £1.1m), and share-based payments of £0.9m
(2023: £0.9m).
Following the allocation of central costs, including IT
infrastructure, software development, property, senior
management, and other central expenses, the Adjusted
EBITDA by region is presented below:
Adjusted EBITDA
2024
£m
2023
£m
Change
£m
Europe
10.4
9.2
1.2
Americas
0.6
1.9
(1.3)
AMEA
1.8
0.9
0.9
12.8
12.0
0.8
Europe
Adjusted EBITDA for Europe increased to £10.4m (2023: £9.2m),
growing by £1.2m during the year to £10.4m both at actual
and constant currency. This growth was primarily driven by
stable revenue performance combined with operational
efficiencies, supporting strong regional profitability and
continued growth in supplier revenue.
Americas
Adjusted EBITDA in the Americas decreased to £0.6m (2023:
£1.9m) (£0.2m at constant currency), reflecting adjustments
in contract sizes and cost structures aimed at maintaining
long-term profitability whilst in addition investing in
resources in advance of future contract launches.
AMEA
AMEA’s Adjusted EBITDA increased to £1.8m (2023: £0.9m)
(£1.9m at constant currency). with the region benefiting from
enhanced member activity and new business activity across
key markets as well as continuing operational efficiencies,
supporting increased profitability.
Amortisation
Amortisation costs, relating to the internal platform
(TenMAID) and the member-facing platforms, were £5.8m
(2023: £5.3m), reflecting continued investment in technology
to drive improvements in service levels, efficiency, and
competitive advantage. The increase from the prior year is
attributable in part to the realisation of a full year of
amortisation of costs capitalised over the course of the
previous financial year.
STRATEGIC REPORT
46
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Financial Review continued
Net finance expense
Net finance expense in the year was £1.6m (2023: £0.9m); the
expense included loan interest of £0.6m (2023: £0.4m), IFRS 16
lease interest expense of £0.4m (2023: £0.2m) as well as
foreign exchange losses on the translation of inter-company
balances in the year of £0.6m (2023: £0.2m).
Loan interest increased following an increase in total debt to
£5.4m (2023: £4.6m). Since year end, the Group has repaid
£1.45m of related party loans using the proceeds from the
secondary placing.
The increase in IFRS 16 lease interest is as a result of leases
having been renewed, modified or entered into over the
course of the year.
Share-based payments
The share-based payments expense in the year was £0.9m
(2023: £0.9m). These related to share-based payments
expense reflecting share grants made under management
incentive plans in the year (see note 28), including the
extension of salary sacrifice share options of £0.4m
(2023: £0.2m).
Exceptional items expense
The exceptional items expense was £0.7m (2023: £1.1m),
The expenses incurred principally related to a specific
restructuring programme across the Group. This impacted
a number of functions, both service and support functions,
as we reset our cost base and realigned some management
structures to better support the Group going forward.
Profit before tax
The Group has a profit before tax for the second consecutive
year, achieving a profit before tax of £0.5m (2023: £0.9m).
The decrease from the prior year is primarily driven by
non-cash items and foreign exchange losses on inter-
company balances.
Taxation
The taxation expense for the year was a tax credit of £0.5m
(2023: £3.6m). The tax credit for the year was the result of
the recognition of deferred tax assets related to historical
losses of £1.7m (2023: £5.3m). This was partially offset by
tax expense in overseas operations and other deferred
tax movements.
Earnings per share (basic, diluted and underlying)
The profit for the year was £1.0m (2023: £4.5m), resulting in
a basic profit per share (excluding treasury shares) of 1.2p
(2023: 5.4p) and diluted profit per share of 1.1p (2023: 5.2p).
Underlying earnings per share is calculated by adjusting
the profit/(loss) attributable to equity shareholders for
exceptional items of £0.7m (2023: £1.1m) along with deferred
tax arising from the recognition of historical losses of £1.7m
(2023: £5.3m), resulting in a basic and diluted underlying EPS
of 0.0p (2023: 0.4p).
The Board does not recommend the payment of a dividend.
Group cash flow
Summary Group cash flow
2024
£m
2023
£m
Profit before tax
0.5
0.9
Net finance expense
1.5
0.9
Working capital changes
(1.0)
0.4
Non-cash items (share-based
payments, depreciation and
amortisation charges,
exceptional items)
10.0
9.3
Operating cash flow
11.0
11.5
Capital expenditure
(0.3)
(0.5)
Investment in intangibles
(6.7)
(7.3)
Taxation
(1.2)
(0.8)
Cash inflow
2.8
2.9
Cash flows from financing activities
Sale of treasury shares
—
0.1
Receipts issue of shares
1.1
0.6
Loan receipts
1.1
1.2
Loan payments
(0.3)
—
Loan receipts –
Invoice Discounting Facility
(0.1)
0.1
Repayment of leases and net interest
(3.7)
(3.2)
Net cash used in financing activities
(1.9)
(1.2)
Foreign currency movements
0.2
(0.1)
Net increase in cash and cash
equivalents
1.1
1.6
Cash and cash equivalents
9.3
8.2
Net cash
3.9
3.7
Cash generated from operations was £11.0m (2023: £11.5m).
Non-cash items in the year of £10.0m (2023: £9.3m) was
substantially made up of depreciation of £3.3m and
amortisation charges of £5.8m for the year.
The expenditure that was capitalised on IT equipment and
infrastructure, the Ten Digital Platform and TenMAID totalled
£7.0m (2023: £7.8m) as we continue to invest in our technology.
Net cash used in financing activities is primarily due to IFRS
16 lease payments and interest of £3.7m (2023: £3.2m).
This was offset by loan receipts of £1.1m (2023: £1.2m) and
receipts from the issuance of equity of £1.1m (2023: £0.6m).
This has led to an overall increase in cash of £1.1m during the
year (2023: £1.6m), with net cash at £3.9m (2023: £3.7m).
47
STRATEGIC REPORT
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Group balance sheet
Summary balance sheet
2024
£m
2023
£m
Intangible assets
16.3
15.4
Property, plant and equipment
0.6
0.9
Right-of-use assets
5.5
1.9
Deferred tax assets
5.0
4.3
Cash
9.3
8.2
Other current assets
12.5
12.1
Current lease liabilities
(1.2)
(1.7)
Current liabilities
(19.8)
(20.9)
Short term borrowings
(4.4)
(1.6)
Non-current lease liabilities
(4.4)
(0.4)
Long-term borrowings
(1.0)
(3.0)
Net assets
18.4
15.2
Share capital/share premium
32.5
31.4
Reserves
(14.1)
(16.2)
Total equity
18.4
15.2
Net assets were £18.4m (2023: £15.2m). The growth in the year is driven by increased profitability in addition to the recognition
of a deferred tax asset of £0.7m related to historical losses which the Group expects to be able to utilise against future profits.
The Group has also continued to invest in its digital platforms driving the increase in intangible assets. This was offset
by increases in borrowing arrangements.
Key financial performance indicators (KFPIs)
Management accounts are prepared on a monthly basis and include KPIs covering revenue, Adjusted EBITDA, cash balances and
Material Contracts, and are measured against both the Group’s budget and the previous years’ actual results. The KFPIs for the year are:
2024
2023
2022
2021
Net Revenue (£m)
62.9
63.0
46.8
34.7
Corporate (£m)
55.3
55.6
41.1
31.9
Supplier (£m)
7.6
7.4
5.7
2.8
Net Revenue growth %
(0%)
35%
35%
(21.6%)
Adjusted EBITDA
12.8
12.0
4.9
4.4
Adjusted EBITDA Margin %
20.3%
19.1%
10.4%
12.8%
Net cash (£m)
3.9
3.7
3.2
6.7
Material Contracts
29
28
28
24
Each month the Board assesses the performance of the Group based on these KFPIs, operational performance indicators
including the number of Active Members, as described on page 17, sales performance, corporate client development and
technology updates. The Group’s performance has strengthened since being previously impacted by COVID-19, achieving
records across several of its KFPIs.
STRATEGIC REPORT
48
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Financial Review continued
Going concern
The impact of plausible adverse macroeconomic scenarios
on the Group’s business still warrants focus and ongoing
management. The Group is particularly exposed to the adverse
impact on variable revenues from these scenarios as well as
the risk of corporate revenue contracts not being renewed.
The Group has set its budget for 2025 and forecast for the
following year which includes the recently announced
contract wins. We recognise that there are scenarios under
which the Group could be impacted by reductions in the
number of member engagements and by prospective
corporate clients failing to renew contracts. From our budget
base case, a stress scenario of 20% reduction in variable
revenues was performed as well as a severe downside
scenario of 90% reduction in variable revenues. In each of
these scenarios, if revenue is not in line with cash flow
forecasts, the Directors have identified cost savings
associated with the reduction in revenue and can identify
further cost savings if necessary.
Since the year end, the completion of the secondary placing
of new Ordinary Shares which raised gross proceeds of
£5.9m provided further liquidity to ensure the Group can
meet its obligations as they come due.
The Directors have no reason to believe that corporate
revenue and receipts will decline to the point that the Group
no longer has sufficient resources to fund its operations.
However, in the unlikely event this should occur, the Group
will continue to manage its working capital position, as well
as making significant reductions in its fixed costs.
Post-year-end events
Since the end of the year, the Group has:
▪won a significant multi-year Extra Large contract in
the USA with an existing global corporate client. Ten will
transition service from the incumbent high-touch provider
in late H1 FY 2025, with the launch of its digitally enabled
concierge platform scheduled for H2 FY 2025;
▪won a Medium contract in AMEA with a new corporate
client, which is expected to transition from the incumbent
provider in late H1 FY 2025; and
▪raised gross proceeds of £5.9m through the secondary
placing of 9,332,853 new Ordinary Shares at 63 pence per
share. The funds raised will support the Group’s short-term
working capital requirements for the launch of the two
contract wins, as well as having repaid £1.45m of related
party loans, in addition to strengthening its balance sheet.
Alan Donald
Chief Financial Officer
12 November 2024
49
STRATEGIC REPORT
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Chairman renews Commitment to
Corporate Governance and Mission
Dear Shareholders
As Chairman, I am honoured to guide
the Board in reaffirming our unwavering
dedication to a solid corporate governance
model. This commitment extends beyond
our esteemed shareholders, aiming to deliver
tangible benefits to all stakeholders within
our vibrant business.
My key role is to steer the Board in embracing and executing
a governance model that suits the scale and intricacy of our
business. Effective governance is crucial, ensuring clear
communication of the business’s performance to
shareholders and other stakeholders. We have chosen to
align with the Quoted Companies Alliance’s (QCA’s) Corporate
Governance Code for Small and Mid-Size Quoted Companies
(the “QCA Code”), with our compliance to this framework
detailed on pages 54 and 55.
Our shared ambition as a Board is to make Ten the
world’s most trusted service platform. We strive to build
a sustainable, member-centric, and innovative business
that distinguishes itself globally.
This year, we were pleased to welcome Edward Knapp
and Carolyn Jameson as Non-Executive Directors.
Their vast expertise in technology, finance, and capital
markets has undoubtedly strengthened our Board’s
governance, reinforcing our dedication to effective
leadership and oversight.
I am also pleased that we have retained our B Corp
certification, showcasing our strong commitment to
social and environmental responsibility, transparency,
and accountability. This accomplishment, a tribute to
our committed team, is set to benefit all stakeholders.
Jules Pancholi
Non-Executive Chairman
12 November 2024
CORPORATE GOVERNANCE
50
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Chairman’s Introduction to Governance
Major decisions taken by the Board
Budget approval and strategic investments
Approval of the Group’s budget, which included headcount
adjustments and investment in proprietary technology.
Targeted restructuring
Approved a targeted programme to restructure service
and support functions, aiming to reduce costs and
realign management structures to better support
future operations.
Board changes
Appointment of a new Chairman and the appointment
of new Non-Executive Directors.
ESG strategy
The recommendations of the ESG Working Group,
which include setting a carbon neutral target for 2025.
Working capital requirements
Managed invoice financing facility and other debt.
Board structure
Board changes
Governance at a glance
Composition
Male
Female
4
Non-Executive Chairman
Executive Directors
Non-Executive Directors
1
2
2
5
8 November 2023
After announcing his intention to step down in July 2023,
Bruce Weatherill, former Non-Executive Chairman, stepped
down from the Board and Jules was appointed Chairman
of the Board and Chair of the Nomination Committee.
Edward Knapp and Carolyn Jameson were appointed
as Non-Executive Directors. Edward was appointed to
the Audit and Risk Committee and Carolyn was appointed
to the Remuneration Committee. Gillian Davies,
Non‑Executive Director, Chair of the Audit and Risk
Committee, and member of the Remuneration Committee
and Nomination Committee, indicated her intention to step
down from the Board at the conclusion of the AGM in
February 2024.
6 February 2024
Gillian stepped step down from the
Board at the conclusion of the AGM.
Edward was appointed Chair of the
Audit and Risk Committee and Carolyn
was appointed as a member of the
Nomination Committee.
24 April 2024
Carolyn was appointed Chair of
the Remuneration Committee.
Gender
Governance is essential to building a successful business that is sustainable for the
longer term. Ten is committed to ensuring and maintaining high standards of corporate
governance to enhance performance and strengthen stakeholder confidence.
51
CORPORATE GOVERNANCE
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Andrew Long
COO and Co-Founder
Career
Andrew co-founded Ten in 1998 and currently
serves as the Chief Operating Officer (COO) of the
Group, overseeing key facets of the Company’s
operations. His responsibilities span corporate
client and account strategy, legal and compliance,
programme management, as well as the
management of global real estate and capital
projects, including the development of operational
and technological infrastructure. He is also
a member of Ten’s ESG Working Group.
With a background in leading a UK market-leading
event production business, Andrew has been
based in Singapore since 2012, where he has
assumed leadership responsibilities for the AMEA
region, contributing significantly to Ten’s global
presence and strategic growth.
Alex Cheatle
CEO and Co-Founder
Career
Alex co-founded Ten in 1998 and currently serves as
the Chief Executive Officer (CEO) of the Group. Prior
to founding Ten, Alex was a marketing manager at
Procter & Gamble and holds a degree in Philosophy,
Politics, and Economics from Oxford University. He
guides the Group’s strategy, emphasising a continual
focus on service improvement. Based in London,
Alex oversees the Group’s global operations and is
dedicated to implementing and executing its
overarching strategy.
This includes day-to-day operations and the
strategic mission that drives Ten’s commitment
to being the world’s most trusted service platform.
His leadership sets the tone for the Group’s
mission and global impact.
N
Jules Pancholi
Non-Executive Chairman
Career
Julian (“Jules”) Pancholi joined Ten in October 2017.
Jules is an experienced technology and marketing
services entrepreneur, which includes serving as
a Non-Executive Director of Skyscanner Limited,
the travel fare comparison website, until its sale
to C TRIP for over £1.4bn in 2016. Jules holds or
has retired in the year from Non-Executive and
Chairman positions with a number of innovative
growth companies, including Oritain (forensic
supply chain traceability and ESG), Simple Online
Healthcare (e-commerce automation), Nitro Digital
(Life Sciences marketing), Easy Storage (storage
innovation), Borrow My Doggy (two-sided
marketplace), and Lumity Life (wellness
e-commerce). His other ventures include Nixxie Ltd
(a US-focused advertising technology business),
Socius Technologies Group Limited (a B2B Fintech
workflow solution) and Nitro Property Ltd (a
syndicate-based property portfolio business).
He serves on the Investment Committee of
Love Ventures.
Jules joined Ten as a Non-Executive Director in
October 2017, serving as Chair of the Remuneration
and Nomination Committees, and as a member
of the Audit and Risk Committee. On 8 November
2023, Jules was appointed as Non-Executive
Chairman and also took on the role of Chair of the
Nomination Committee. On 22 April 2024, Jules
stepped down from the position of Chair of the
Remuneration Committee but continues to serve
as a member.
A
N
R
Experienced leadership
Alan Donald
CFO
Career
Alan Donald brought his 30+ years of experience
working in the insurance, healthcare, aviation,
business travel, and leisure sectors to Ten in June
2019. Prior to joining Ten, Alan was UK Finance
Director at Thomas Cook Group plc for nine
months. Previous to this, Alan was Finance Director
of the Travel Division of Saga Group plc, EMEA CFO
at Carlson Wagonlit Travel, and CFO at Menzies
Aviation, part of the John Menzies Group plc.
Alan also held senior finance positions at
Willis Corroon plc, BUPA, and Cigna Healthcare.
Alan qualified as a Chartered Accountant with
Deloitte Haskins & Sells.
CORPORATE GOVERNANCE
52
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Board of Directors
A
Audit and Risk Committee
N
Nomination Committee
R
Remuneration Committee
Chairperson
Victoria Carvalho
Chief Proposition Officer
Career
Victoria joined Ten’s Executive Committee in
April 2018 as Managing Director and was appointed
Chief Proposition Officer in November 2022. She is
responsible for Ten’s Strategic Partnerships across
Travel, Entertainment, Dining, Retail and Events,
Ten’s Content & Communications agency, as well
as Design, UX/UI.
Victoria is a results-orientated C-suite leader
with 20+ years’ experience in global and growing
dual-listed businesses, including Dow Jones,
Thomson Reuters, and latterly Nasdaq, where she
was also Company Director of their International
Corporate Solutions business. She has extensive
experience servicing the world’s leading companies
in multiple sectors, including Financial Services,
Technology, Legal, Consumer Services, and
Healthcare. Victoria has lived and worked in
the financial centres of London and New York.
Victoria’s expertise is in leading high-performing
teams, complex global transformational programmes,
M&A/joint ventures, business development, product
and commercial management, and business
process re-engineering.
Victoria was appointed as Executive Director of the
Board on 22 February 2023. She is also a member
of Ten’s ESG Working Group.
Edward Knapp
Non-Executive Director
Career
Edward is a trusted global business leader, FTSE 100
Non-Executive Director, and PLC Board Chairman
with extensive experience in technology, growth
strategy, risk management, and transformation.
He has held executive roles in consultancy,
high-growth technology companies, and
major regulated financial institutions, including
McKinsey & Company, Barclays, Revolut, and
HSBC where he was a global Managing Director.
Edward’s expertise spans various sectors, including
financial and professional services, consumer,
and technology. Edward was appointed as
Non-Executive Director on 8 November 2023.
He was appointed Chair of the Audit and Risk
Committee on 6 February 2024.
A
Carolyn Jameson
Non-Executive Director
Career
Carolyn has executive and non-executive
international experience in technology, travel, and
customer experience environments. She has a
proven track record as a strong business leader
and is adept at simplifying complexity and
maintaining clarity in fast-growth and dynamic
settings, including in executive roles at Skyscanner
and Trustpilot Group Plc. Her expertise extends to
building trusted relationships across cultures
at stakeholder, board, and investor levels and she
possesses skills in strategic thinking and change
management in emerging and evolving areas.
Carolyn was appointed as Non-Executive Director
and member of the Remuneration Committee
on 8 November 2023. She was appointed as
a member of the Nomination Committee on
6 February 2024 and Chair of the Remuneration
Committee on 22 April 2024.
N R
53
CORPORATE GOVERNANCE
Ten Lifestyle Group Plc Annual Report and Accounts 2024
CORPORATE GOVERNANCE
54
Ten Lifestyle Group Plc Annual Report and Accounts 2024
How We Comply with the QCA Code
Principle
Compliant
Explanation
DELIVER GROWTH
1
Establish a strategy
and business model
which promote
long-term value
for shareholders
The Group’s strategy and business model are designed to deliver long-term
shareholder value by focusing on efficiency, service quality, and value for
members and corporate clients. This commitment enables smooth operations
even under challenging conditions. The strategy continually improves service
quality and efficiency, strengthening the business’s long-term resilience.
→ For more information see pages 11 to 13.
2
Seek to understand
and meet
shareholder needs
and expectations
The Board is committed to understanding and fulfilling shareholder needs and
expectations. Through regular meetings with investors, analysts, and potential
investors, the Board maintains an ongoing dialogue to understand the impact of
the Group’s strategy and Board decisions on the investor community. The AGM
also provides an opportunity for all shareholders to interact with Directors and
ask questions, promoting transparency and engagement.
→ For more information see pages 38 and 39.
3
Take into account
wider stakeholder
and social
responsibilities and
their implications for
long-term success
The Board is committed to considering wider stakeholder and social
responsibilities for long-term success. Regular discussions are conducted
to assess the potential impacts of decisions and developments on the
Group’s key stakeholders, including members, shareholders, corporate clients,
employees, strategic partners, and the environment. To ensure a strategic and
comprehensive approach, the ESG Working Group, chaired by Non-Executive
Chairman Jules Pancholi, actively oversees the implementation of a Sustainable
Business Strategy.
→ For more information see pages 24 and 25.
4
Embed effective risk
management,
considering both
opportunities and
threats, throughout
the organisation
The Group is committed to embedding effective risk management, considering
both opportunities and threats across the organisation. This involves the Board
and the Audit and Risk Committee conducting regular reviews of existing and
new risks. Communication of these risks is facilitated through reporting lines
from the Executive Committee. Furthermore, the Group ensures that processes
and control systems, managed by the Executive Committee, are integrated into
relevant business functions.
→ For more information see pages 32 and 33.
MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK
5
Maintain the Board
as a well-
functioning,
balanced team led
by the Chairman
The Group is committed to maintaining a well-functioning, balanced
Board under the leadership of the Chairman. The Board, comprised of three
Non‑Executive and four Executive Directors, continually refines its operational
approach to optimise the use of Directors with extensive experience in business,
travel, finance, and technology. Board meetings are characterised by vibrant
debate and active exchange of ideas, reflecting a dynamic environment where
management is rigorously challenged and held accountable.
→ For more information see pages 50 to 57.
6
Ensure that between
them the Directors
have the necessary
up-to-date
experience, skills,
and capabilities
The Board’s collective skills and experience are evaluated through an
annual effectiveness review. The Nomination Committee plays an active role
in assessing and recommending re-appointments and succession plans,
ensuring that the Directors collectively possess the necessary and current
expertise for effective governance. Furthermore, individual development needs
of Directors are addressed through annual discussions with the Chairman,
promoting continuous improvement and skill enhancement.
→ For more information see pages 57, 66 and 67.
55
CORPORATE GOVERNANCE
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Principle
Compliant
Explanation
7
Evaluate Board
performance based
on clear and
relevant objectives,
seeking continuous
improvement
The Chairman leads an annual evaluation of the Board’s effectiveness, using
clear and relevant objectives to thoroughly assess performance. This evaluation
process identifies areas for improvement and subsequently formulates a
strategic action plan to address these areas, promoting continuous enhancement.
The Board tracks improvements year on year, demonstrating a commitment to
evolving and refining its performance.
→ For more information see pages 57, 66 and 67.
8
Promote a corporate
culture that is based
on ethical values
and behaviours
The Group’s cultural foundation is anchored in the values of being member-
focused, pioneering, and trustworthy, which align seamlessly with the Group’s
overarching objectives and strategy. The Board actively promotes ethical values
and behaviours through its decision-making processes and is dedicated to
enhancing the Group’s environmental performance. To reinforce these values,
the Executive Committee meets twice a year to refocus on the Group’s core
values, holding itself accountable for ensuring that ethical values and
behaviours are deeply embedded throughout the organisation.
→ For more information see pages 28 and 29.
9
Maintain governance
structures and
processes that are
fit for purpose and
support good
decision making by
the Board
The Board utilises a strategic governance structure where specific matters
are retained for direct consideration, while specialised tasks are delegated
to Committees and/or members of the Executive Committee. This approach
ensures that the Board is provided with relevant and up-to-date information,
facilitating informed decision making on behalf of the business. The governance
structure is carefully designed to align with the size and complexity of the
Group, taking into account its capacity, appetite, and tolerance for risk.
→ For more information see pages 26 and 27.
BUILD TRUST
10
Communicate
how the Group
is governed and
is performing by
maintaining a
dialogue with
shareholders and
other relevant
stakeholders
The Group seeks transparent communication with shareholders, holding
regular virtual meetings with investors, analysts, and potential investors.
Investor-focused information, including CEO-presented videos, is published
on the Group’s website. Executive Directors actively engage with the Group’s
employees, providing regular updates on the Group’s strategy. The Executive
Committee, which is spread globally, plays a crucial role in reinforcing the
Group’s values through ongoing communication.
→ For more information see pages 38 and 39.
CORPORATE GOVERNANCE
56
Ten Lifestyle Group Plc Annual Report and Accounts 2024
How we comply with the QCA Code continued
Board composition and independence
The Board, responsible to shareholders, formulates the
long-term success strategy and supervises the Group’s
management, governance, controls, risk management,
direction, and performance. The Nomination Committee
monitors the Board to ensure a dynamic mix of financial
expertise, public market experience, diversity, and varied
skillsets. The Board is satisfied with its composition and
confident in its ability to lead the Group. The independent
Non-Executive Chairman and Non-Executive Directors
maintain their independence from management, adhering to
QCA Code provisions that require at least two independent
Non-Executive Directors on the Board.
Jules Pancholi, a serving Non-Executive Director, succeeded
Bruce Weatherill as Chairman on 8 November 2023. Jules brings
extensive experience in driving value creation through growth,
technology, and product-market fit, along with experience as a
non-executive director of Skyscanner and Chairman of Oritain,
among other executive and non-executive positions.
Simultaneously, Edward Knapp and Carolyn Jameson were
appointed as independent Non-Executive Directors. Edward
is a seasoned global business leader with a background in
technology, growth strategy, risk management, and
transformation, having held executive roles at McKinsey &
Company, Barclays, HSBC, and Revolut, and currently serving
as a non-executive director of FTSE 100 F&C Investment Trust
Plc. Carolyn brings substantial international executive and
non-executive expertise in technology, travel, and customer
experience sectors. She has a strong track record as a
business leader capable of simplifying complexity and
maintaining clarity in fast-growing environments, including
executive roles at Skyscanner and Trustpilot Group Plc.
Board operation
The Board is responsible for formulating, reviewing, and
endorsing the Group’s strategy, budgets, and corporate
initiatives, as described in the Strategic Report on pages 4 to
23. A formal schedule of matters reserved for the Board’s
approval guides its operations. Regular Board meetings, held
at least twelve times a year, along with additional sessions
as needed, ensure vigilant oversight. An annual agenda and
reports from the Executive Committee keep the Board
well informed.
The Board has established three Committees: the Audit and
Risk Committee, the Remuneration Committee, and the
Nomination Committee, each with written terms of reference
available on the Group’s website. Separate reports by
Committee Chairs are presented on pages 58 and 59 (Audit
and Risk Committee), 60 and 65 (Remuneration Committee),
and 66 and 67 (Nomination Committee).
The ESG Working Group, chaired by Non-Executive Director
Jules Pancholi and including Executive Directors Andrew
Long, Victoria Carvalho, and senior staff, reports to both
the Audit and Risk Committee and the Board.
Executive Directors are full-time employees.
The Non‑Executive Chairman and Directors manage
their duties to the Board and their external commitments,
detailed in Board biographies on pages 52 and 53, within
a two to three-day monthly commitment. All members,
including Non-Executive Directors, dedicate sufficient time
to their Group responsibilities.
Board meetings
The Board convened for eight scheduled meetings during
the year, along with six additional meetings to address
specific issues. Beyond formal Board meetings, Directors,
including Non-Executive Directors, maintain regular,
informal communication to ensure all Board members
are well informed.
Directors are expected to attend all Board meetings and
those of the Committees they belong to, dedicating enough
time to the Group’s affairs to fulfil their directorial duties.
If Directors cannot attend a meeting, their input on
discussion papers is shared with the Chairman beforehand,
ensuring their contribution is incorporated into the broader
Board discussion.
The following table shows Directors’ attendance at scheduled Board and Committee meetings during the year:
Board
Audit and Risk
Committee
Remuneration
Committee
Nomination
Committee
Scheduled meetings
Jules Pancholi
8/8
5/5
3/3
3/3
Alex Cheatle
8/8
—
—
3/3
Andrew Long
8/8
—
—
—
Alan Donald
7/8
—
—
—
Victoria Carvalho
7/8
—
—
—
Edward Knapp*
6/6
4/4
—
—
Carolyn Jameson*
6/6
—
2/2
1/1
Bruce Weatherill**
2/2
1/1
—
2/2
Gillian Davies***
4/4
2/2
1/1
2/2
*
Edward Knapp and Carolyn Jameson were appointed on 8 November 2023.
** Bruce Weatherill ceased being a Director on 8 November 2023.
*** Gillian Davies ceased being a Director on 6 February 2024.
57
CORPORATE GOVERNANCE
Ten Lifestyle Group Plc Annual Report and Accounts 2024
In addition to the Board meetings, the Board attended two
strategy days during the year to focus on strategic planning
to achieve the Group’s medium and long-term objectives.
Board effectiveness
As Chairman, Jules Pancholi carried out an assessment of
the Board’s effectiveness, using key indicators throughout the
year. The evaluation included elements like clear objectives
and strong leadership, a balanced mix of skills, experience,
and independence among Directors, effective teamwork,
comprehension of the business and its strategy, and
successful stakeholder engagement.
Jules concluded that the Board functioned effectively,
highlighting that the diverse skills of each Director enhanced
the overall efficiency of the Board. The evaluation resulted
in specific actions, such as increasing the frequency of
presentations from the Executive Committee to provide
detailed insights into particular business areas.
Jules found it unnecessary to seek external advice or a
third-party facilitator to revamp the performance evaluation
process for the current year. However, he is open to revisiting
this approach in the next year if required.
Board development
Directors stay updated on legal, regulatory, and governance
matters through regular briefings from the Group’s Nomad,
Company Secretary, independent external auditor, and
external advisers. This ensures the Directors’ awareness and
the Board’s compliance with current governance procedures.
The Company Secretary, a crucial part of the Board, attends
all meetings, providing advice on corporate governance and
facilitating information flow to and from the Board.
Each Director actively pursues both formal and informal
methods to keep their skills and knowledge current. This may
involve continuing professional development, memberships
in leadership communities, and participation in knowledge-
sharing activities. This dedication to continuous learning
ensures that Directors are prepared to tackle the changing
challenges and opportunities in the business environment.
Engagement with stakeholders
The Board is unwavering in its commitment to meet the
responsibilities to diverse stakeholders, including
shareholders, employees, corporate clients, members,
supplier partners, local communities, and the environment.
This commitment, underpinned by the Group’s B Corp
certification, involves active engagement and participation
from all stakeholders. The certification solidifies the Board’s
commitment to building a sustainable business, with positive
impacts detailed on pages 26 to 31.
Directors consistently consider stakeholder needs in their
decision-making process. A detailed account of the Board’s
engagement with various stakeholder groups is provided in
the Companies Act 2006 Section 172 Statement on pages 38
and 39.
Risk management and internal controls
The Board bears ultimate responsibility for the Group’s risk
management and internal controls, delegating the oversight
of the Group’s risk and control management system
framework to the Audit and Risk Committee. The Board
determines the adequacy of internal controls based on the
Committee’s recommendations. The risk and control
management system framework includes managing daily
activities, regular risk register reviews, annual budgeting,
detailed monthly performance reporting, and central control
over key areas like capital expenditure and banking facilities.
The Executive Committee is responsible for effectively
implementing the risk and control management system
framework within their respective business areas, promoting a
risk-aware culture. The Audit and Risk Committee, informed by
the ESG Working Group, is tasked with identifying, assessing,
and managing climate-related risks, ensuring the Group’s
awareness and mitigation of ESG-related risks. Regular reviews
of the internal control system align with best practices,
considering the Group’s size and resources. The Board currently
considers the introduction of an internal audit function
unnecessary but commits to regular reviews of this decision.
Annual General Meeting (AGM)
The Annual General Meeting of the Group will take place on
4 February 2025. Full details will be included in the Notice of
Meeting which will be published on our website in due course
(www.tenlifestylegroup.com/investors).
The Audit and Risk Committee provides
challenge, oversight, and independent review
of the Group’s internal financial controls and
the audit process, sustains an appropriate
relationship with the Group’s external auditor,
and ensures accurate reporting and review of
the business’s financial performance.
The Committee examines reports from the Executive
on interim and annual accounts, financial announcements,
the Group’s accounting and financial control systems,
changes to accounting policies, the extent of non-audit
services undertaken by the external auditor, and the
appointment of the external auditor.
The Committee also monitors the adequacy and effectiveness
of the Group’s risk management system, including financial,
non-financial, and ESG-related risks and opportunities, and
makes recommendations to the Board as appropriate.
Members of the Committee
I was appointed to the Committee on 8 November 2023
and became Chair on 6 February 2024, succeeding Gillian
Davies, a former Non-Executive Director. Bruce Weatherill,
former Non-Executive Chairman, served as a member of
the Committee until his departure from the Board on
8 November 2023. Jules Pancholi, Non-Executive Chairman,
is also a member of the Committee. I extend my gratitude
to both Gillian and Bruce for their invaluable contributions
to the Committee and for ensuring a smooth transition.
I bring a broad range of relevant financial and regulatory
experience from executive and non-executive roles within
main market and AIM listed and privately backed companies.
Jules Pancholi adds extensive non-executive and executive
experience and expertise.
Additionally, Alex Cheatle, Group CEO, Alan Donald, CFO, and
other members of the finance team attend the Committee
by invitation.
Over the year, the Committee conducted five scheduled
meetings. The Chair of the Committee engages with the
CFO outside of meetings and invites members of the
Finance team to present relevant information, reports
and recommendations to the Committee for independent
review, challenge, and support.
Business of the Committee
The main duties of the Committee are set out in its terms
of reference, which are available on the Group’s website
(www.tenlifestylegroup.com/investors). The main items
of business considered by the Committee during the
period included:
▪consideration and approval of the half year results announcement
▪consideration and approval of the full year results
announcement and the Annual Report and Accounts
▪consideration of the principal judgemental accounting matters
for Ten based on reports from executive management
▪consideration of ESG risks, strategies, and reporting
▪consideration of going concern, business model,
and strategy
▪consideration of debt and cash flow forecasting
▪consideration of the impact of exchange rates
▪the review of the structure of the Finance team
▪the review of financial improvements
▪the review of whistleblowing, modern slavery,
and anti‑bribery arrangements
▪the review and approval of the 2024 audit plan
and audit engagement letter
▪the review of suitability of the external auditor
▪the review of the Committee’s terms of reference
▪meeting with the external auditor without
management present
▪consideration of the external audit report and
management representation letter
▪the review of the risk management and internal
control framework
I am pleased to present
the report on behalf of
the Group’s Audit and Risk
Committee for the year
ended 31 August 2024.”
Edward Knapp
Chair of the Audit and Risk Committee
CORPORATE GOVERNANCE
58
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Audit and Risk Committee Report
Results and financial reporting
During the year the Committee reviewed draft half and full
year results announcements and the Annual Report and
Accounts. The Committee reviewed whether suitable
accounting policies had been adopted and whether
management had made appropriate judgements and
estimates. The Committee reviewed accounting papers
prepared by management providing details on the main
financial reporting judgements. The Committee also
reviewed reports provided by the external auditor on
the annual results which highlighted any observations
from the work it has undertaken.
Changes in accounting policies/application of IFRSs
The Committee is satisfied that there are no changes in
accounting policies which impact the current year.
There are no significant IFRS requirements yet to be adopted
that the Committee expects to have a significant impact on
the financial statements.
Risk management, internal controls and internal audit
As outlined on page 57 of the Corporate Governance
Statement, the Committee monitors the Group’s risk
management and internal control framework. This framework
is designed to manage and mitigate, not eliminate, the risk of
failure to meet the Group’s strategic objectives. During the
period, the Committee reviewed reports from management
on internal controls and comments made by the external
auditor in its management letters.
The Committee is satisfied that the internal control systems
in place are sufficient and currently operating effectively for
a business of this size. The principal risks facing the business
are detailed in the risk management section of this report
on pages 40 to 43.
The Group does not have an internal audit function and
this is not currently considered to be necessary due to the
size of the business and the adequacy of internal controls.
This will be kept under review as the business evolves.
Going concern
In preparation for the publication of the Group’s financial
statements, the Audit and Risk Committee conducted a
comprehensive review of the going concern position.
Management prepared a paper setting out the methodology
and assumptions used for the assessment of going concern,
based upon the Group’s approved budget and forecast for
the following year together with sensitivity analysis. The
Committee discussed the assumptions and results, including:
▪base case
▪results of severe but plausible downside scenarios
▪stress tests undertaken
▪mitigating actions including reducing elements of the
cost base
▪financing facilities available
Following this review the Committee confirmed to the Board
that it was satisfied that the Group should adopt the going
concern basis of accounting in preparing the financial
information for the year ended 31 August 2024 and that there
is a reasonable expectation that the Group had adequate
resources to continue in operational existence for the
foreseeable future.
External auditor
The Committee is responsible for reviewing the suitability of
the external auditor, BDO, to ensure that auditor independence
and objectivity are maintained. The external auditor prepares
a plan for its audit of the full year financial statements which
is presented to the Committee before commencement of the
audit. The Committee also met with the external auditor
without management present during the period. BDO was
appointed as auditor of Ten in 2017 and the Committee
continues to be satisfied with its effectiveness.
The Committee is responsible for ensuring there is a suitable
policy for ensuring that non-audit work undertaken by the
auditor is reviewed to ensure it will not impact its independence
and objectivity. The breakdown of fees between audit and
non-audit services is provided in note 7 to the Group’s
financial statements.
Taking into account the auditor’s knowledge of the business
and its experience, the Committee has recommended to the
Board that the auditor is re-appointed for the period ending
31 August 2025.
Edward Knapp
Chair of the Audit and Risk Committee
12 November 2024
59
CORPORATE GOVERNANCE
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Our people are crucial in achieving the
Group’s mission to become the most trusted
service globally, and our remuneration
strategy is designed to inspire, retain, and
acknowledge the contributions of our global
workforce that drives the Group’s success.
This report details the Committee’s responsibilities, the
policies in place, their implementation throughout the year,
and specifics regarding Directors’ remuneration arrangements.
Members of the Committee
I was appointed to the Committee on 8 November 2023 and
later assumed the role of Chair on 22 April 2024, succeeding
Jules Pancholi, Non-Executive Chairman, who remains a
member of the Committee. Gillian Davies, former Non-
Executive Director, served as a member of the Committee
until her departure from the Board on 6 February 2024.
I express my thanks to Gillian for her invaluable contribution
to the Committee.
Additionally, Alex Cheatle, Group CEO, and Alan Donald, CFO,
attend the Committee by invitation.
The Committee held three scheduled meetings during the
period. Outside of meetings I engage with the CEO and CFO
on matters relevant to the Committee. The Committee
operates under the Group’s agreed terms of reference which
are available on the Group’s website (www.tenlifestylegroup.
com/investors).
Duties
The Committee formulates the Group’s remuneration policy
and applies it to make recommendations to the Board on
Group-wide incentive plans, individual senior and executive
remuneration packages, and new appointments to the Board
or Executive Committee. The main duties and responsibilities
of the Committee include:
▪setting the remuneration policy for all Executives and other
designated members of executive management
▪recommending and monitoring the level and structure of
remuneration for senior management
▪obtaining reliable, up-to-date information about
remuneration in other companies of comparable scale
and complexity to review the ongoing appropriateness
and relevance of the remuneration policy
▪reviewing the design of all share incentive plans for
Board approval
▪reviewing the Committee’s terms of reference
▪approving the design of, and determining targets for,
any performance-related pay schemes operated by the
Group and approving the total annual payments made
under such schemes
▪ensuring that contractual terms on termination, and any
payments made, are fair to the individual, and the Group,
that failure is not rewarded, and that the duty to mitigate
loss is fully recognised
Remuneration policy
The Group’s remuneration policy is designed with the aim of
attracting, motivating, retaining, and rewarding high-quality
individuals whose expertise contributes to the Group’s
success. To achieve this, we have developed a remuneration
strategy that focuses on the allocation of share options under
Long Term Incentive Plans, supplemented by competitive
salaries and pension-related benefits.
The majority of our Long Term Incentive Plans are
closely linked to share price performance or vest upon
meeting specific performance conditions, including total
shareholder return (refer to page 64 for detailed
information). We strongly believe that offering Executives
and key employees long-term share options, rather than
performance-related bonuses, aligns remuneration with
the long-term interests of our shareholders.
Salaries and pension-related benefits form an appropriate
part of fixed remuneration, providing the necessary stability
to attract and retain individuals with the qualities, skills, and
experience needed to achieve the Group’s strategic objectives
and generate value for our shareholders.
I am pleased to present
this Remuneration
Committee Report
for the year ended
31 August 2024.”
Carolyn Jameson
Chair of the Remuneration Committee
CORPORATE GOVERNANCE
60
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Remuneration Committee Report
Executive Directors’ service contracts and Non‑Executive Directors’ letters of appointment
Alex Cheatle and Andrew Long signed new service contracts with the Group on admission to AIM in November 2017. Alan Donald
signed a service contract on his appointment in June 2019 and Victoria Carvalho signed a service contract on her appointment
in February 2023. The service contracts are not of fixed duration. All of the Executives’ contracts are terminable by either party
giving six months’ written notice.
The Non-Executive Directors have annual letters of appointment with the Group for the provision of the Non‑Executives’ services,
which may be terminated by either party giving three months’ written notice.
Directors’ remuneration
The following table summarises the total gross remuneration for the qualifying services of the Directors who served during the
year to 31 August 2024:
Basic
salary/fee
£’000
Bonus
£’000
Benefits
in kind
£’000
Pension
£’000
Options
exercised
£’000
2024
Total
£’000
2023
Total
£ ’000
Executive
Alex Cheatle
319
20
26
12
—
377
316
Andrew Long*
313
20
26
—
—
359
298
Alan Donald
228
—
1
—
—
229
213
Victoria Carvalho**
171
20
—
6
—
197
101
Non-Executive
Bruce Weatherill^
11
—
—
—
—
11
56
Julian Pancholi
57
—
—
—
—
57
42
Gillian Davies***
19
—
—
—
—
19
42
Edward Knapp****
37
—
—
—
—
37
—
Carolyn Jameson*****
33
—
—
—
—
33
—
*
Andrew Long’s gross basic salary is paid in Singapore dollars at an agreed foreign exchange rate.
**
Victoria Carvalho was appointed on 22 February 2023 and this reflects her salary from this date.
***
Gillian Davies ceased being a Director on 6 February 2024 and this reflects her salary to this date.
****
Edward Knapp was appointed on 8 November 2023 and this reflects his fee from this date.
*****
Carolyn Jameson was appointed on 8 November 2023 and this reflects her fee from this date.
^
Bruce Weatherill ceased being a Director on 8 November 2023 and this reflects his fee to this date.
Benefits in kind paid to Alex Cheatle and Andrew Long in 2024 relate to payments in lieu of sabbaticals earned but not taken.
The Group has not awarded remuneration to the Directors based on share price appreciation or depreciation.
The Executive Directors’ remuneration for 2025 is set out in the table below, although this may be reviewed in the course of the
year on the basis of Group performance and market comparisons. Annual bonus amounts for 2025 reflects the range of bonus
achievable should the base requirements be met, up to a maximum; the actual amounts paid will be dependent on the Group’s
performance.
Basic
salary/fee
£’000
Annual bonus
£’000
Pension
£’000
Total
£’000
Alex Cheatle
319
40-130
12
371-461
Andrew Long*
313
40-100
—
353-413
Alan Donald
228
40-100
—
268-328
Victoria Carvalho
171
40-70
6
217-247
*
Andrew Long’s gross basic salary is based on an annual sum of £313k but paid in SGD at an agreed fixed rate.
61
CORPORATE GOVERNANCE
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Annual Bonus
A new discretionary Annual Bonus Scheme was introduced this year to incentivise the Executive Committee and other senior
team members. Under the scheme, a percentage of a predetermined bonus is paid if Net Revenue and adjusted metrics meet
or exceed targets set, calculated on a straight line basis. These financial KPIs are critical for driving growth and creating value
for the business and its stakeholders. The scheme also includes robust malus and clawback provisions to ensure accountability.
In December 2023, the Committee recommended a retention bonus of £20k for each Executive Committee member (with the
exception of Alan Donald, who instead received an above inflation pay rise in January 2023) for FY 2023, which was disbursed
in March 2024.
Management Incentive Plan
Shortly prior to listing, the Group adopted a Management Incentive Plan (MIP) on 9 November 2017. The MIP is designed to award
senior management nil-cost share options on an annual basis following the announcement of the Group’s annual results.
The options vest three years after the date on which the Company’s annual results are announced, subject to performance
conditions. This vesting period was selected in line with guidance from the QCA (the Group’s adopted corporate governance
code is the QCA Corporate Governance Code). Appropriate clawback provisions are available at the discretion of the Committee.
All MIP options awarded to Executives are subject to performance conditions based on the following ratcheted scale of growth
of total shareholder return (TSR):
Total shareholder return CAGR
% of award vesting
Less than 10%
0%
10%
25%
Between 10% and 20%
Between 25% and 100% on a straight line basis
20% or more
100%
The growth in TSR is calculated by using the compound annual growth rate (CAGR) of the share performance from the
closing share price on the date on which the Group’s financial results for the relevant year were announced to the London
Stock Exchange (the “Baseline TSR”) until the date of the announcement of the Group’s results three years later. There is
no additional return on a share price increase over 20% CAGR. Once vested, the holder may exercise the options up until the
tenth anniversary of the date of award.
Seven MIP awards have been made since IPO:
Annual MIP award
2024
2023
2022
2021
2020
2019
2018
Date of award
22 Dec 2023
8 Sept 2023
10 Aug 2022 *
21 Dec 2020
7 Jan 2020
24 June 2019 **
07 Dec 2017
Vesting period
22 Dec 2023
– 7 Dec 2026
8 Sept 2023 –
7 Dec 2025
10 Aug 2022 –
7 Dec 2024
21 Dec 2020 –
7 Dec 2023
7 Jan 2020 –
7 Dec 2022
24 June 2019
– 7 Dec 2021
07 Dec 2017
– 7 Dec 2020
Performance
period
3 years from
22 Nov 2023
3 years from
23 Nov 2022
3 years from
24 Nov 2021
3 years from
24 Nov 2020
3 years from
26 Nov 2019
3 years from
28 Nov 2018
3 years from
27 Nov 2017
Baseline TSR (£)
1.02
0.47
1.08
0.91
1.27
0.69 ***
1.34
% of award
vesting
—
—
—
80%
60%
100%
0%
*
The award was delayed due to closed periods.
** The award was delayed due to financial targets not being met.
*** Calculated based on the average closing share price for the dealing days from 28 November 2018 until 28 February 2019, due to a low share price (£0.34)
on 28 November 2018.
CORPORATE GOVERNANCE
62
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Remuneration Committee Report continued
The Committee believes the MIP and aforementioned performance metrics appropriately incentivise and are aligned with the
Group’s strategic goals and the long-term interests of our shareholders. The Committee continues to review the MIP and the
limits of the Company’s share plans in consultation with institutional shareholders on any proposal.
During the 2021 performance period from 21 December 2020 to 7 December 2023, the Group’s share price was significantly
influenced by continuation of macroeconomic factors on global markets, resulting in a negative TSR for the period, which would
have led to a vesting of MIP options at 0%. However, the Committee took into account the Group’s performance over this period,
which included retaining all Material Contracts, improving EBITDA profitability, and increasing Net Revenue, and considered the
potential adverse impact of a 0% vesting on the motivation and retention of senior option holders. As a result, the Committee
concluded that an 80% vesting would be appropriate, aligning with the Group’s strategic objectives and the long-term interests
of our shareholders.
Company Share Option Plan
Shortly prior to listing, the Group also adopted a Company Share Option Plan (CSOP) on 24 August 2017. CSOP options are
generally granted to senior management and employees key to the future success of the Group up to a maximum grant of
£60,000 of shares at an exercise price no lower than the mid-market share price the day before the date of grant.
CSOP options become exercisable after three years, subject to certain conditions, including appropriate bad leaver conditions.
Any gain from the exercise of CSOP options is subject to the relative increase in the share price over the three-year period,
incentivising and rewarding employees engaged in achieving the Group’s long-term strategic goals.
Salary Sacrifice Scheme
In response to COVID-19, in 2020 the Group established four consecutive three-month salary sacrifice schemes as part of the
Group’s cost-saving initiatives. Over 100 employees, including certain Directors of the Company, and contractors agreed to forgo
a percentage of their salary during this time in return for options over Ordinary Shares. Initially, the share options were
exercisable for or up to two or three years from the date of grant at the prevailing share price at the time of their grant.
The salary sacrifice schemes generated a total cost saving of £2.2m and the exercise of these options to date has generated
cash receipts of £2.5m.
Due to the prolonged impact of COVID-19 on business trading and the effects of macroeconomic factors on global markets, the
exercise period of all the options under the four tranches of the salary sacrifice scheme was extended to four years from the
respective date of grant on 14 October 2023. The options pursuant to the first tranche of the salary sacrifice scheme lapsed in
March 2024, following the previous one-year extension and, therefore, three of the salary sacrifice scheme tranches remain
outstanding.
On 9 July 2024, in response to the ongoing impact of macroeconomic factors on global markets and the fact that the price of
the Ordinary Shares was below the exercise prices of the options, the Board chose to extend the exercise period for options
granted under the remaining three salary sacrifice schemes to 24 March 2026. The Committee believes this decision will bolster
employee retention, engagement, and alignment of interests with shareholders. All other terms of the options remain
unchanged, including the exercise prices which range from £1.00 to £1.20.
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Ten Lifestyle Group Plc Annual Report and Accounts 2024
Total Director share options
The following table summarises the total share options held by the Executive Directors who served during the year to
31 August 2024:
Share option scheme
Date of grant
Number of Ordinary
Shares under option
Exercise price
Vesting period
Alex Cheatle
MIP
24/06/2019
200,000
£0.001
24/06/2019 – 07/12/2021
MIP
07/01/2020
200,000
£0.001
07/01/2020 – 07/12/2022
MIP
21/12/2020
200,000
£0.001
21/12/2020 – 07/12/2023
CSOP
24/06/2019
33,708
£0.89
24/06/2019 – 24/06/2022
SSS
09/07/2020
149,500
£1.20
09/07/2020 – 09/07/2024
SSS
24/11/2020
199,333
£1.00
01/04/2020 – 02/12/2024
SSS
24/03/2021
199,333
£1.10
01/07/2021 – 24/03/2025
MIP
10/08/2022
200,000
£0.001
10/08/2022 – 07/12/2024
CSOP
13/10/2022
62,500
£0.48
13/10/2022 – 03/10/2025
MIP
08/09/2023
200,000
£0.001
08/09/2023 – 07/12/2025
MIP
22/12/2023
194,000
£0.001
22/12/2023 – 22/12/2026
CSOP
22/12/2023
15,306
£0.92
22/12/2023 – 22/12/2026
CSOP*
09/10/2024
15,000
£0.62
09/10/2024 – 09/10/2027
Andrew Long
MIP
24/06/2019
100,000
£0.001
24/06/2019 – 07/12/2021
MIP
07/01/2020
100,000
£0.001
07/01/2020 – 07/12/2022
MIP
21/12/2020
100,000
£0.001
21/12/2020 – 07/12/2023
CSOP
24/06/2019
33,708
£0.89
24/06/2019 – 24/06/2022
SSS
09/07/2020
135,787
£1.20
09/07/2020 – 09/07/2024
SSS
24/11/2020
178,660
£1.00
01/04/2020 – 02/12/2024
SSS
24/03/2021
173,380
£1.10
01/07/2021 – 24/03/2025
MIP
10/08/2022
100,000
£0.001
10/08/2022 – 07/12/2024
CSOP
13/10/2022
62,500
£0.48
13/10/2022 – 13/10/2025
MIP
08/09/2023
100,000
£0.001
08/09/2023 – 07/12/2025
MIP
22/12/2023
94,000
£0.001
22/12/2023 – 22/12/2026
CSOP
22/12/2023
15,306
£0.92
22/12/2023 – 22/12/2026
CSOP*
09/10/2024
15,000
£0.62
09/10/2024 – 09/10/2027
Alan Donald
MIP
07/01/2020
150,000
£0.001
07/01/2020 – 07/12/2022
MIP
21/12/2020
75,000
£0.001
21/12/2020 – 07/12/2023
CSOP
24/06/2019
33,708
£0.89
24/06/2019 – 24/06/2022
SSS
09/07/2020
58,200
£1.20
09/07/2020 – 09/07/2024
SSS
24/11/2020
77,600
£1.00
01/04/2020 – 02/12/2024
SSS
24/03/2021
77,600
£1.10
01/07/2021 – 24/03/2025
MIP
10/08/2022
80,000
£0.001
10/08/2022 – 07/12/2024
CSOP
13/10/2022
62,500
£0.48
13/10/2022 – 13/10/2025
MIP
08/09/2023
80,000
£0.001
08/09/2023 – 07/12/2025
MIP
22/12/2023
94,000
£0.001
22/12/2023 – 22/12/2026
CSOP
22/12/2023
15,306
£0.92
22/12/2023 – 22/12/2026
CSOP*
09/10/2024
15,000
£0.62
09/10/2024 – 09/10/2027
CORPORATE GOVERNANCE
64
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Remuneration Committee Report continued
Share option scheme
Date of grant
Number of ordinary
shares under option
Exercise price
Vesting period
Victoria Carvalho
MIP
07/01/2020
16,000
£0.001
07/01/2020 – 07/12/2022
MIP
21/12/2020
16,000
£0.001
21/12/2020 – 07/12/2023
CSOP
23/08/2019
25,210
£0.89
23/08/2019 – 23/08/2022
SSS
09/07/2020
32,000
£1.20
09/07/2020 – 09/07/2024
SSS
24/11/2020
42,667
£1.00
01/04/2020 – 02/12/2024
SSS
24/03/2021
42,667
£1.10
01/07/2021 – 24/03/2025
MIP
10/08/2022
16,000
£0.001
10/08/2022 – 07/12/2024
CSOP
13/10/2022
62,500
£0.48
13/10/2022 – 13/10/2025
MIP
08/09/2023
16,000
£0.001
08/09/2023 – 07/12/2025
MIP
22/12/2023
94,000
£0.001
22/12/2023 – 22/12/2026
CSOP
22/12/2023
15,306
£0.92
22/12/2023 – 22/12/2026
CSOP*
09/10/2024
15,000
£0.62
09/10/2024 – 09/10/2027
*
Granted post end of year.
Non-Executive Directors are not awarded share options.
Fees paid for remuneration-related services
The Group paid £nil in fees for remuneration-related services during the period.
Directors’ interests
Directors who served on 31 August 2024 had interests in the shares of the Company as shown below:
Ordinary Shares of 0.01p
31 August 2024
% shareholding
31 August 2023
% shareholding
Executive
Alex Cheatle
11,085,808
12.81
11,185,808
13.18
Andrew Long
3,100,000
3.58
3,100,000
3.67
Alan Donald
125,009
0.14
125,009
0.15
Victoria Carvalho
88,493
0.10
88,493
0.11
Non-Executive
Jules Pancholi
428,664
0.50
428,664
0.51
Edward Knapp
25,612
0.03
0
0
Carolyn Jameson
0
0
0
0
If you have any comments or questions on anything contained within this Remuneration Report, It will be available at the AGM.
Carolyn Jameson
Chair of the Remuneration Committee
12 November 2024
65
CORPORATE GOVERNANCE
Ten Lifestyle Group Plc Annual Report and Accounts 2024
As the newly appointed Chairman of the
Nomination Committee, succeeding Bruce
Weatherill on 8 November 2023, I express my
sincere gratitude to Bruce for his dedicated
service. Bruce, serving as Chairman of the
Nomination Committee since IPO, established
and maintained robust procedures to ensure
an optimal balance of skills, experience, and
independence on the Board and its
Committees, aligning with the Group’s
evolving needs. Before stepping down, he
oversaw orderly succession planning for the
Board Chairmanship and the appointment of
two new Non-Executive Directors, preparing
the Board for the opportunities and
challenges ahead.
The Nomination Committee’s main role is to establish
and maintain robust procedures for Board appointments,
ensuring an optimal balance of skills, experience, and
diversity. The Committee actively provides recommendations
to the Board on new appointments, the re-election of
Directors, succession planning, and the overall composition
of the Board, with a specific emphasis on the benefits of
promoting diversity within the Board.
This report outlines the Committee’s responsibilities, the
policies in place, their application throughout the year, and
specifics regarding Directors’ remuneration arrangements.
Members of the Committee
I assumed the role of Chairman on 8 November 2023,
succeeding Bruce Weatherill, former Non-Executive
Chairman. Before stepping down from the Board, Bruce
oversaw orderly succession planning for the Board
Chairmanship and the appointment of two new Non-
Executive Directors, preparing the Board for the opportunities
and challenges ahead. I express my sincere gratitude to Bruce
for his invaluable contribution to the Committee and ensuring
a smooth transition.
Carolyn Jameson, Non-Executive Director, was appointed to
the Committee on 6 February 2024, succeeding Gillian Davies,
former Non-Executive Director. Alex Cheatle, CEO, also serves
as a member of the Committee. The composition of the
Committee ensures a comprehensive and balanced
perspective in the Committee’s discussions.
The Committee held three scheduled meetings during the
year. The main duties of the Committee are set out in its
terms of reference, which are available on the Group’s
website (www.tenlifestylegroup.com/investors).
I am pleased to present
the report on behalf of the
Nomination Committee
for the year ended
31 August 2024.”
Jules Pancholi
Chair of the Nomination Committee
CORPORATE GOVERNANCE
66
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Nomination Committee Report
Business of the Committee
The Nomination Committee convened during the year to
deliberate on succession planning for the Executive and
Non-Executive Board, its Committees, and other senior
managers. The discussions considered the challenges and
opportunities facing the Group, evaluating the requisite skills
and expertise needed for future Board dynamics. Additionally,
the Committee engaged in a reflective assessment of
Board and senior management diversity. Recognising the
Group’s strides in gender diversity, the Committee explored
avenues to further enhance diversity and inclusion within
the organisation.
Appointment of new Non-Executive Directors
In the previous year and the start of this year, the Nomination
Committee launched an extensive search for Non-Executive
Directors to complement the Board’s skills and address the
business’s evolving needs.
With a search agency’s help, we received over 300
applications and conducted several interview rounds. Edward
Knapp and Carolyn Jameson emerged as suitable candidates
and were recommended to the Board.
Edward, an experienced global business leader, brings a
wealth of experience in technology, growth strategy, risk
management, and transformation from his executive roles in
renowned organisations such as McKinsey & Company,
Barclays, HSBC, and Revolut.
Carolyn, with her extensive international executive and
non-executive experience, excels in technology, travel, and
customer experience sectors, demonstrating strong
leadership skills in fast-paced growth environments.
The Board accepted the Committee’s recommendations,
appointing Edward to the Audit and Risk Committee
and Carolyn to the Remuneration Committee on
8 November 2023.
Simultaneously, Gillian Davies, Non-Executive Director
and Chair of the Audit and Risk Committee, announced
her intention to step down after a tenure of over six years,
effective at the conclusion of the AGM in February 2024.
Appointment of new Chairman
Upon learning of Bruce’s intention to step down, the
Nomination Committee launched a thorough process
to select the most suitable candidate for the Chairman
role, involving consultations with search agencies and
stakeholders. After considering the benefits of searching for
external candidates, the Nomination Committee, excluding
Jules, recommended Jules Pancholi, a serving Non-Executive
Director, as the incoming Chairman to the Board.
Jules brings extensive experience in driving value creation
through growth, technology, and product-market fit from his
various executive and non-executive roles, including as a
non-executive director of Skyscanner and Chairman of
Oritain. His expertise and track record made him the ideal
choice for the position.
The Board (excluding Jules) accepted the Committee’s
recommendation, appointing Jules as Chairman of the
Board and Nomination Committee on 8 November 2023.
Jules Pancholi
Chair of the Nomination Committee
12 November 2024
67
CORPORATE GOVERNANCE
Ten Lifestyle Group Plc Annual Report and Accounts 2024
CORPORATE GOVERNANCE
68
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Directors’ Report
The Directors present their annual
report and financial statements
for the year ended 31 August 2024.
Directors
The Directors who held office during the year and up to the
date of signature of the financial statements were as follows:
Alex Cheatle
Andrew Long
Alan Donald
Bruce Weatherill (resigned 8 November 2023)
Jules Pancholi
Gillian Davies (resigned 6 February 2024)
Victoria Carvalho
Edward Knapp (appointed 8 November 2023)
Carolyn Jameson (appointed 8 November 2023)
Financial risk management objectives and policies
Further detailed commentary on financial risk management
is included in note 31.
Liquidity risk
The Group seeks to manage financial risk by ensuring
sufficient liquidity is available to meet foreseeable needs
and to invest cash assets safely and profitably. Short-term
flexibility is achieved by holding significant cash balances in
major currencies, notably UK Sterling and the US Dollar, as
well as through short-term lending through the invoice
financing facility.
Credit risk
The principal credit risk for the Group arises from its trade
receivables. In order to manage credit risk corporate clients
can be required to pay in advance of services being provided
and credit controllers regularly review credit limits in
conjunction with debt ageing and collection history.
As at 31 August 2024, a provision of £0.5m (2024: £0.4m)
was recognised against balances with reasonable credit risk.
Foreign exchange risk
The Group has significant operations in both the UK and
overseas. Profits are exposed to variations in exchange rates
and therefore reported profits. There is some natural hedging
of transactional foreign exchange risk; however, the Group
remains subject to translation exchange risk.
Overseas branches
The Group has three branches outside the United Kingdom
located in Dubai, Colombia, and Argentina.
Research and development
The Group continues to dedicate resources to further develop
the bespoke TenMAID platform and the member-facing Ten
Digital Platform offering to its partners. Expenses incurred
are capitalised when it is probable that future economic
benefits will be attributable to the asset and that these costs
can be measured reliably (see note 17).
Trading review and future developments
The review of trading, future developments, and key
performance indicators can be found in the Strategic Report.
Substantial shareholders
As of 31 August 2024, the shareholders listed below had
notified the Company of a disclosable interest of 3% or more
in the nominal value of the ordinary share capital of the Group.
Number of
Ordinary
Shares
Percentage
of Ordinary
Shares %
Canaccord Genuity Wealth Management
11,150,000
12.88
Alex Cheatle
11,024,378
12.73
Credit Saison Co. Ltd.
8,009,000
9.25
Lombard Odier Investment Managers
7,188,598
8.30
Soros Fund Management
4,309,827
4.98
Andrew Long
3,100,000
3.58
Herald Investment Management
2,680,000
3.10
River Global (London)
2,650,000
3.06
Corporate governance
The Company has adopted and complies with the QCA
Corporate Governance Code for Small and Mid-Size Quoted
Companies (QCA Code) as set out on pages 54 and 55.
Dividends
No ordinary dividends were paid (2023: £nil). The Directors
do not recommend payment of a final dividend.
Share option schemes
Details of employee share schemes are set out in note 29
to the financial statements.
69
CORPORATE GOVERNANCE
Ten Lifestyle Group Plc Annual Report and Accounts 2024
Directors’ responsibilities
The Directors are responsible for preparing the annual report
and the financial statements in accordance with applicable
law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the
Directors have elected to prepare the Group and Company
financial statements in accordance with UK adopted
international accounting standards. Under company law the
Directors must not approve the financial statements unless
they are satisfied that they give a true and fair view of the
state of affairs of the Group and Company and of the profit
or loss of the Group for that period. The Directors are also
required to prepare financial statements in accordance with
the rules of the London Stock Exchange for companies
trading securities on AIM. In preparing these financial
statements, the Directors are required to:
▪select suitable accounting policies and then apply
them consistently
▪make judgements and accounting estimates that are
reasonable and prudent
▪state whether they have been prepared in accordance with
adopted international accounting standards subject to any
material departures disclosed and explained in the
financial statements
▪prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Company will continue in business
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions, disclose with reasonable
accuracy at any time the financial position of the Company,
and enable them to ensure that the financial statements
comply with the requirements of the Companies Act 2006.
They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Post-year-end events
Since the end of the year, the Group has announced the
following Material Contract expansions and new business wins:
▪Ten won a significant multi-year Extra Large contract in the
USA with an existing global corporate client. Ten will
transition service from the incumbent high-touch provider
in late H1 FY 2025, with the launch of its digitally enabled
concierge platform scheduled for H2 FY 2025
▪Ten won a Medium contract in AMEA with a new corporate
client, which is expected to transition from the incumbent
provider in late H1 FY 2025
In addition, the Group has:
▪raised gross proceeds of £5.9m through the secondary
placing of 9,332,853 new Ordinary Shares at 63 pence per
share. The funds raised will support the Group’s short-term
working capital requirements for the launch of the two
aforementioned contract wins, as well as having repaid
related party loans outstanding of £1.45m in addition to
strengthening its balance sheet.
Website publication
The Directors are responsible for ensuring the annual report
and the financial statements are made available on a website.
Financial statements are published on the Group’s website in
accordance with legislation in the United Kingdom governing
the preparation and dissemination of financial statements,
which may vary from legislation in other jurisdictions. The
maintenance and integrity of the Group’s website are the
responsibility of the Directors. The Directors’ responsibility
also extends to the ongoing integrity of the financial
statements contained therein.
Disclosure of information to the auditor
Each of the Directors of the Company at the time when this
report was approved confirms that:
▪so far as the Director is aware, there is no relevant audit
information of which the Company’s auditor is unaware
▪he or she has taken all the steps that he or she ought to
have taken as a Director in order to make himself or herself
aware of any relevant audit information and to establish
that the Company’s auditor is aware of that information.
This confirmation is given in accordance with Section 418(2)
of the Act
Auditor
BDO LLP was appointed as auditor to the Company and, in
accordance with Section 485 of the Companies Act 2006, a
resolution proposing that it be re-appointed will be tabled at
a general meeting.
Approval
This Directors’ Report was approved on behalf of the Board
on 12 November 2024.
Alan Donald
Chief Financial Officer
12 November 2024
Opinion on the financial statements
In our opinion:
▪the financial statements give a true and fair view of the
state of the Group’s and of the Parent Company’s affairs
as at 31 August 2024 and of the Group’s profit for the year
then ended;
▪the Group financial statements have been properly
prepared in accordance with UK adopted international
accounting standards;
▪the Parent Company financial statements have been
properly prepared in accordance with UK adopted international
accounting standards and as applied in accordance with
the provisions of the Companies Act 2006; and
▪the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
We have audited the financial statements of Ten Lifestyle
Group Plc (the ‘Parent Company’) and its subsidiaries (the
‘Group’) for the year ended 31 August 2024 which statement
of financial position, the company statement of financial
position, the consolidated statement of changes in equity, the
company statement of changes in equity, the consolidated
statement of cash flows, the company statement of cash
flows and notes to the financial statements, including a
summary of material accounting policy information. The
financial reporting framework that has been applied in their
preparation is applicable law and UK adopted international
accounting standards and, as regards the Parent Company
financial statements, as applied in accordance with the
provisions of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described
in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Independence
We remain independent of the Group and the Parent
Company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the
UK, including the FRC’s Ethical Standard as applied to listed
entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that
the Directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the Group and
the Parent Company’s ability to continue to adopt the going
concern basis of accounting included:
▪We reviewed management’s assessment of going concern
through analysis of the group’s cash flow forecast for at
least 12 months from the date of signing the annual report
and accounts.
▪We assessed the monthly cash flow forecast, with
consideration of cash inflows, based on agreed customer
contracts, and outflows based on contractual commitments
for areas such as loan balances and payroll costs.
▪Evaluating the suitability of the sensitivities applied, in
the severe but plausible scenarios that were performed
by the Directors.
▪Determining whether under the severe but plausible
scenarios the Group and Parent Company can remain
within its current funding arrangements;
▪We assessed and challenged the reasonableness of the key
assumptions, such as margins used and cost inflation by
management in preparing the forecasts and the
mathematical accuracy of the forecasts looking at
historical rates and detailed costs breakdowns.
▪We reviewed post-balance sheet events, specifically the
cash flow position against budgeted performance to identify
any unusual cash movements or indicator of forecasts not
being realistic. This includes testing the inflow of cash from
the post year end from the equity raise.
▪We reviewed the going concern disclosure in the basis
of preparation of the accounts to check it gives a full
and accurate description of the Directors assessment
of going concern including the identified risks and
corresponding assumptions.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions
that, individually or collectively, may cast significant doubt on
the Group and the Parent Company’s ability to continue as a
going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors
with respect to going concern are described in the relevant
sections of this report.
Overview
Coverage
84% (2023: 88%) of Group Net revenue
85% (2023: 86%) of Group total assets
Key audit
matters
2024
2023
Intangible Assets:
Development costs and
amortisation
Recognition of deferred
tax asset
Going Concern
Going concern is no longer considered to be
a Key Audit matter because of the equity
fundraise by the Group.
Materiality
£1.25m (2023: £941k) based on 2% (2023:
1.5%) of Group Net revenue
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
70
Independent Auditor’s Report
to the members of Ten Lifestyle Group Plc
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding
of the Group and its environment, including the Group’s
system of internal control, and assessing the risks of
material misstatement in the financial statements. We
also addressed the risk of management override of internal
controls, including assessing whether there was evidence
of bias by the Directors that may have represented a risk
of material misstatement.
The group consists of eighteen trading entities and three
branches based around the world.
Based on our assessment of the group, we focused our group
audit scope primarily over the significant components, being
Ten Lifestyle Management Limited and Ten Lifestyle
Management Switzerland GmbH. The significant components
were subject to full scope audits.
To gain sufficient coverage over the cost base we scoped
in a further four non-significant entities over which limited
and specific audit procedures were performed. The entities
subject to these procedures were, Ten Lifestyle Management
USA Inc., Ten Lifestyle Management Africa (Pty) Ltd, Ten
Servicos de Concierge do Brasil Ltd and Ten Lifestyle
Management Limited S DE RL DE CV.
Desktop reviews were performed on the remaining
non‑significant group entities.
All work has been performed by the Group engagement team.
Climate change
Our work on the assessment of potential impacts of
climate‑related risks on the Group’s operations and
financial statements included:
▪Enquiries and challenge of management to understand
the actions they have taken to identify climate-related
risks and their potential impacts on the financial
statements and adequately disclose climate-related
risks within the annual report;
▪Our own qualitative risk assessment taking into
consideration the sector in which the Group operates
and how climate change affects this particular sector; and
▪Review of the minutes of Board and Audit Committee
meetings and other papers related to climate change and
performed a risk assessment as to how the impact of the
Group’s commitment may affect the financial statements
and our audit.
We challenged the extent to which climate-related
considerations, including the expected cash flows from
the initiatives and commitments have been reflected,
where appropriate, in the Directors’ going concern assessment
and in management’s judgements and estimates.
We also assessed the consistency of managements disclosures
included as ‘Other Information’ on pages 68 and 69 with the
financial statements and with our knowledge obtained from
the audit.
Based on our risk assessment procedures, we did not identify
there to be any Key Audit Matters materially impacted by
climate-related risks.
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
financial statements of the current period and include the
most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified, including
those which had the greatest effect on: the overall audit
strategy, the allocation of resources in the audit, and directing
the efforts of the engagement team. These matters were
addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
71
Key audit matter
How the scope of our audit addressed the key audit matter
Intangible Assets: Development costs and amortisation
Details of the
Group’s
accounting
policies applied
and related
disclosures are
given in notes
1.6 and 17 to the
financial
statements.
The Group capitalises costs in
relation to the development of the
software used in the delivery of
services to its clients.
We determined this to be a key
audit matter as there is significant
judgement and assumptions
required in the determination of
the costs to be capitalised, and
their amortisation period.
We performed the following procedures:
▪We held discussions with the Group’s technology team to understand
the Group’s processes, procedures, and projects in relation to
development costs.
▪We considered whether the development costs capitalised met the
criteria for capitalisation under the applicable accounting standards.
▪We checked the accuracy of the contractor and payroll data, on a
sample basis, included in the calculations for capitalised costs to
supporting documentation including employment contracts and
agreements with contractors.
▪We considered the proportion of time allocations for employees and
contractor roles and made enquiries of management in relation to
any changes to the percentage of time capitalisation, which were
outside of expectations (based on knowledge of the business),
corroborating management’s explanations to supporting evidence.
▪We reviewed the reasonableness of the estimated proportion of time
allocations for a sample of employees and contractors by agreeing to
underlying source data and making enquiries of individual employees
and reviewing written responses to the audit team’s questionnaires,
which they completed in relation to their roles, duties and tasks
performed in relation to developing the platform asset.
▪We assessed management’s estimate of amortisation period applied
to the asset by considering relevant industry benchmarks.
Key observations:
Based on the procedures performed, we consider the assumptions and
judgements made in the capitalisation of development costs and the
determination of amortisation period to be appropriate.
Deferred tax recognition
See accounting
policy in Note
1.13 and related
disclosures in
Note 16.
The group has recognised a
deferred tax asset in respect
of historic losses. Deferred tax
assets are recognised to the
extent that it is probable that
future taxable profits will be
available against which to
offset the deductible
temporary differences.
We determined this to be a key
audit matter as there is significant
estimation required in the
determination of the future
taxable profits that result in a
deferred tax asset recognition.
We performed the following procedures:
▪We confirmed the groups initial forecasted revenue and related costs
were in line with their going concern assessment.
▪We assessed the judgements and assumptions made by
management in deciding what determines taxable profits were in the
future against current year tax adjustments and future planned
changes to confirm the reasonableness of the assumptions.
▪We considered whether the period over which the deferred tax asset
will be recovered was reasonable based on the forecast prepared by
management and the potential expiration dates of the losses
Key observations:
Based on the procedures performed, we consider the estimates
made in the recognition of the deferred tax asset to be appropriate.
An overview of the scope of our audit continued
Key audit matters continued
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
72
Independent Auditor’s Report continued
to the members of Ten Lifestyle Group Plc
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements.
We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic
decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower
materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these
levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and
the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance
materiality as follows:
Group financial statements
Parent Company standalone financial statements
2024
£
2023
£
2024
£
2023
£
Materiality
1,250,000
941,000
933,000
906,000
Basis for determining materiality
2% of Net Revenue
1.5% of Net Revenue
2% of Net asset
1.75% of net assets
Rationale for the
benchmark applied
We considered revenue to be the most
appropriate benchmark as this is the primary
key performance indicator, which is used to
address the performance of the Group by the
board and an important performance based
metric to the users of the financial statements.
The threshold change was due to stabilised
performance to date, consistent year on year
Net Revenue and knowledge of the group which
led towards a higher materiality threshold.
As a holding company which principally holds the
investments in the group a net asset benchmark
was considered appropriate.
Performance materiality
875,000
658,000
653,000
634,000
Basis for determining
performance materiality
Performance materiality was set at 70% (2023: 70%) of overall materiality.
Rationale for the
percentage applied for
performance materiality
In reaching our conclusion on the level of performance materiality to be applied for 2024 we
considered a number of factors including the expected total value of known and likely
misstatements (based on past experience), our knowledge of the group’s internal controls and
management’s attitude towards proposed adjustments.
Component materiality
For Group reporting purposes, we set materiality for each component of the Group, including the Parent Company, based on
a percentage of between 18% and 80% (2023: 23% and 80%) of Group materiality dependent on the size and our assessment
of the risk of material misstatement of that component. Component materiality ranged from £230,000 to £1,000,000 (2023:
£216,000 to £752,000). In the audit of each component, we further applied performance materiality levels of 70% (2023:70%)
of the component materiality to our testing to ensure that the risk of errors exceeding component materiality was appropriately
mitigated. Where balances were noted within the Parent Company relevant to the Group consolidated results our work was
performed based on materiality capped at 75% of the Group materiality.
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
73
Our application of materiality continued
Reporting threshold
We agreed with the Audit Committee that we would report
to them all individual audit differences in excess of £62,000
(2023: £47,000). We also agreed to report differences below
this threshold that, in our view, warranted reporting on
qualitative grounds.
The directors are responsible for the other information.
The other information comprises the information included
in the Annual Report and Accounts other than the financial
statements and our auditor’s report thereon. Our opinion on
the financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion
thereon. Our responsibility is to read the other information
and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our
knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements,
we are required to determine whether this gives rise to
a material misstatement in the financial statements
themselves. If, based on the work we have performed,
we conclude that there is a material misstatement of this
other information, we are required to report that fact.
We have nothing to report in this regard.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work
performed during the course of the audit, we are required by
the Companies Act 2006 and ISAs (UK) to report on certain
opinions and matters as described below.
Strategic report and Directors’ report
In our opinion, based on the work undertaken in the course
of the audit:
▪the information given in the Strategic report and the
Directors’ report for the financial year for which the
financial statements are prepared is consistent with
the financial statements; and
▪the Strategic report and the Directors’ report have been
prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the
Group and Parent Company and its environment obtained
in the course of the audit, we have not identified material
misstatements in the strategic report or the Directors’ report.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters
in relation to which the Companies Act 2006 requires us to
report to you if, in our opinion:
▪adequate accounting records have not been kept by the
Parent Company, or returns adequate for our audit have
not been received from branches not visited by us; or
▪the Parent Company financial statements are not in
agreement with the accounting records and returns; or
▪certain disclosures of Directors’ remuneration specified
by law are not made; or
▪we have not received all the information and explanations
we require for our audit.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities
statement, the Directors are responsible for the preparation
of the financial statements and for being satisfied that they
give a true and fair view, and for such internal control as the
Directors determine is necessary to enable the preparation
of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are
responsible for assessing the Group’s and the Parent
Company’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the
going concern basis of accounting unless the Directors either
intend to liquidate the Group or the Parent Company or to
cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit
of the financial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of
these financial statements.
Extent to which the audit was capable
of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud.
The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
74
Independent Auditor’s Report continued
to the members of Ten Lifestyle Group Plc
Auditor’s responsibilities for the audit of the
financial statements continued
Extent to which the audit was capable of detecting
irregularities, including fraud continued
Non-compliance with laws and regulations
Based on:
▪Our understanding of the Group and the industry in which
it operates;
▪Discussion with management and those charged with
governance and the Audit & Risk Committee, and
inspection of written information from external legal
counsel; and
▪Obtaining an understanding of the Group’s policies and
procedures regarding compliance with laws and regulations;
We considered the significant laws and regulations to be
UK-adopted international accounting standards, UK and
international direct, indirect and employment tax legislation,
AIM Listing Rules, the Companies Act 2006, and the QCA code.
The Group is also subject to laws and regulations where
the consequence of non-compliance could have a material
effect on the amount or disclosures in the financial
statements, for example through the imposition of fines
or litigations. We identified such laws and regulations to be
Health and Safety, General Data Protection Regulation (GDPR)
and the Bribery Act 2010 and equivalent legislation and
regulation where the Group has overseas operations. In
addition, changes to legislation affecting all UK companies
such as tax legislation and developments can give rise to
contingent or actual liabilities in the event of non-compliance.
Our procedures in respect of the above included:
▪Review of minutes of meeting of those charged with
governance for any instances of non-compliance with
laws and regulations;
▪Review of correspondence with regulatory and tax
authorities for any instances of non-compliance with
laws and regulations;
▪Review of financial statement disclosures and agreeing
to supporting documentation;
▪Review of legal expenditure accounts to understand
the nature of expenditure incurred;
▪Review of the SOC 2 Type 2 Report issued over the
Concierge System (TenMAID) for any exceptions noted
specifically around potential or possible GDPR breaches; and
▪Evaluating recent developments in regulation for
applicability to the Group’s operations and determining
whether any impact on the financial statements has
been properly addressed by the Directors.
Fraud
We assessed the susceptibility of the financial statements to
material misstatement, including fraud. Our risk assessment
procedures included:
▪Enquiry with management and those charged with
governance regarding any known or suspected instances
of fraud;
▪Obtaining an understanding of the Group’s policies and
procedures relating to:
» Detecting and responding to the risks of fraud; and
» Internal controls established to mitigate risks related
to fraud.
▪Review of minutes of meeting of those charged with
governance for any known or suspected instances of fraud;
▪Discussion amongst the engagement team as to how and
where fraud might occur in the financial statements;
▪Performing analytical procedures to identify any unusual
or unexpected relationships that may indicate risks of
material misstatement due to fraud;
▪Considering remuneration incentive schemes and
performance targets and the related financial statement
areas impacted by these; and
Based on our risk assessment, we considered the areas
most susceptible to fraud to be inappropriate journal entries
relating to revenue recognition and the exertion of bias in
accounting estimates.
Our procedures in respect of the above included:
▪In addition to the procedures in the key audit matters section
above, we have challenged the assumptions and judgements
made by the directors in their significant accounting
estimates and judgements which are disclosed on page 80,
through examination and assessment of contradictory as well
as corroborative evidence that we researched independently
as well as received from the Group;
▪Testing a sample of journal entries throughout the year
relating to EBITDA, which met a defined risk criteria, by
agreeing to supporting documentation and;
▪Testing a sample of journal entries throughout the year
relating to revenue, which met a defined risk criteria, and
checking the contra entry to check that it is in line with
expectations and agreeing to supporting documentation
including contracts.
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
75
Auditor’s responsibilities for the audit of the
financial statements continued
Extent to which the audit was capable of detecting
irregularities, including fraud continued
Fraud continued
We also communicated relevant identified laws and
regulations and potential fraud risks to all engagement
team members who were all deemed to have appropriate
competence and capabilities and remained alert to any
indications of fraud or non-compliance with laws and
regulations throughout the audit.
Our audit procedures were designed to respond to risks
of material misstatement in the financial statements,
recognising that the risk of not detecting a material
misstatement due to fraud is higher than the risk of
not detecting one resulting from error, as fraud may
involve deliberate concealment by, for example, forgery,
misrepresentations or through collusion. There are inherent
limitations in the audit procedures performed and the further
removed non-compliance with laws and regulations is from
the events and transactions reflected in the financial
statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on
the Financial Reporting Council’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our
auditor’s report.
Use of our report
This report is made solely to the Parent Company’s members,
as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken
so that we might state to the Parent Company’s members
those matters we are required to state to them in an
auditor’s report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume
responsibility to anyone other than the Parent Company
and the Parent Company’s members as a body, for our audit
work, for this report, or for the opinions we have formed.
Matthew Haverson (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, United Kingdom
12 November 2024
BDO LLP is a limited liability partnership registered in England
and Wales (with registered number OC305127).
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
76
Independent Auditor’s Report continued
to the members of Ten Lifestyle Group Plc
2024
2023
Note
£’000
£’000
Revenue
4
67,264
66,656
Cost of sales on principal member transactions
(4,361)
(3,653)
Net revenue
4
62,903
63,003
Other cost of sales
(1,957)
(2,032)
Gross profit
60,946
60,971
Administrative expenses
(59,601)
(60,012)
Other income
731
836
Operating profit before amortisation, depreciation, interest, share-based
payments, exceptional items, and taxation ("Adjusted EBITDA")
12,801
12,004
Depreciation
18 & 19
(3,332)
(2,916)
Amortisation
17
(5,770)
(5,287)
Share-based payment expense
29
(900)
(908)
Exceptional items
5
(723)
(1,098)
Operating profit
6
2,076
1,795
Net finance expense
13
(1,539)
(871)
Profit before taxation
537
924
Taxation credit
14
485
3,623
Profit for the year
1,022
4,547
Other comprehensive income/(expense):
Foreign currency translation differences
170
(564)
Total comprehensive profit for the year
1,192
3,983
Basic profit per ordinary share
15
1.2p
5.4p
Diluted profit per ordinary share
15
1.1p
5.2p
Basic underlying profit per ordinary share
15
0.0p
0.4p
Diluted underlying profit per ordinary share
15
0.0p
0.4p
The consolidated statement of comprehensive income has been prepared on the basis that all operations are continuous operations.
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
77
Consolidated Statement of Comprehensive Income
for the year ended 31 August 2024
2024
2023
Note
£’000
£’000
Non-current assets
Intangible assets
17
16,349
15,394
Property, plant, and equipment
18
636
912
Right-of-use assets
19
5,489
1,911
Deferred tax asset
16
4,957
4,297
Total non-current assets
27,431
22,514
Current assets
Inventories
55
511
Trade and other receivables
21
12,408
11,608
Cash and cash equivalents
23
9,267
8,229
Total current assets
21,730
20,348
Total assets
49,161
42,862
Current liabilities
Trade and other payables
24
(19,231)
(20,059)
Provisions
25
(598)
(931)
Lease liabilities
27
(1,236)
(1,738)
Borrowings
26
(4,389)
(1,622)
Total current liabilities
(25,454)
(24,350)
Net current liabilities
(3,724)
(4,002)
Non-current liabilities
Borrowings
26
(1,011)
(2,950)
Lease liabilities
27
(4,360)
(399)
Total non-current liabilities
(5,371)
(3,349)
Total liabilities
(30,825)
(27,699)
Net assets
18,336
15,163
Equity
Called up share capital
28
87
85
Share premium account
32,389
31,272
Merger relief reserve
1,993
1,993
Treasury reserve
606
606
Foreign exchange reserve
(941)
(1,111)
Retained deficit
(15,798)
(17,682)
Total equity
18,336
15,163
The financial statements were approved by the Board of Directors and authorised for issue on 12 November 2024 and are signed
on its behalf by:
Alex Cheatle
Alan Donald
Director
Director
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
78
Consolidated Statement of Financial Position
as at 31 August 2024
Company no: 08259177
Called up
Share
Merger
Foreign
share
premium
relief
exchange
Treasury
Retained
capital
account
reserve
reserve
reserve
deficit
Total
Note
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Balance at 31 August 2022
84
30,658
1,993
(547)
513
(22,858)
9,843
Profit for the year
—
—
—
—
—
4,547
4,547
Foreign exchange
—
—
—
(564)
—
—
(564)
Total comprehensive income for the year
—
—
—
(564)
—
4,547
3,983
Employee Benefit Trust (EBT) costs
—
—
—
—
93
—
93
Equity-settled share-based payments charge
29
—
—
—
—
—
629
629
Issue of new share capital
1
614
—
—
—
—
615
Balance at 31 August 2023
85
31,272
1,993
(1,111)
606
(17,682)
15,163
Profit for the year
—
—
—
—
—
1,022
1,022
Foreign exchange
—
—
—
170
—
—
170
Total comprehensive income for the year
—
—
—
170
—
1,022
1,192
Equity-settled share-based payments charge
29
—
—
—
—
—
862
862
Issue of new share capital
2
1,117
—
—
—
—
1,119
Balance at 31 August 2024
87
32,389
1,993
(941)
606
(15,798)
18,336
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
79
Consolidated Statement of Changes in Equity
for the year ended 31 August 2024
2024
2023
Note
£’000
£’000
Cash flows from operating activities
Profit for the year, after tax
1,022
4,547
Adjustments for:
Taxation credit
14
(485)
(3,623)
Net finance expense
13
1,539
871
Amortisation of intangible assets
17
5,770
5,287
Depreciation of property, plant, and equipment
18
502
511
Depreciation of right-of-use asset
19
2,830
2,405
Equity-settled share-based payment expense
29
862
629
Exceptional Items
5
—
427
Movement in working capital:
Decrease/(increase) in inventories
456
(393)
Increase in trade and other receivables
(801)
(1,222)
(Decrease)/increase in trade and other payables
(631)
2,106
Cash generated from operations
11,064
11,545
Tax paid
(1,175)
(826)
Net cash from operating activities
9,889
10,719
Cash flows from investing activities
Purchase of intangible assets
17
(6,725)
(7,284)
Purchase of property, plant, and equipment
18
(294)
(531)
Finance income
13
6
7
Net cash used by investing activities
(7,013)
(7,808)
Cash flows from financing activities
Lease liability repayments
27
(2,801)
(2,538)
Sale of treasury shares
—
102
Net receipts from invoice discounting
26
(109)
122
Interest paid
(577)
(442)
Interest paid on IFRS 16 lease liabilities
27
(408)
(216)
Cash receipts from issue of share capital
1,119
615
Loan receipts – loan notes
26
1,075
1,185
Loan payments – loan notes
26
(300)
—
Net cash used by financing activities
(2,001)
(1,172)
Foreign currency cash and cash equivalents movements
163
(94)
Net increase in cash and cash equivalents
1,038
1,645
Cash and cash equivalents at beginning of period
8,229
6,584
Cash and cash equivalents at end of period
Cash at bank and in hand
9,267
8,229
Cash and cash equivalents
9,267
8,229
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
80
Consolidated Statement of Cash Flows
for the year ended 31 August 2024
1. Accounting policies
Company information
Ten Lifestyle Group Plc (registered company 08259177) is a public company, limited by shares and listed on the Alternative
Investment Market (AIM) in November 2017. The Company is incorporated and domiciled in the UK. The registered office is
9th Floor, Regent’s Place, 338 Euston Road, London NW1 3BG. The Company previously traded under the name Ten Lifestyle
Holdings Limited until 2 November 2017.
1.1 Basis of preparation
The financial statements have been prepared in accordance with the international accounting standards in conformity with
requirements of the Companies Act 2006 (IFRS) and with those parts of the Companies Act 2006 applicable to companies
reporting under IFRS (except as otherwise stated).
The financial information has been prepared on the historical cost basis.
The financial statements are prepared in Sterling, which is the functional currency of the Company. Monetary amounts in these
financial statements are rounded to the nearest £’000.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all years presented in this
financial information.
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 areas involving
a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated
financial statements, are disclosed in note 3.
There are no new standards that are not yet effective and that would be expected to have a material impact on the entity
in the current or future reporting periods.
1.2 Consolidation
The financial information represents the consolidated financial information of the Company and its subsidiaries (the “Group”)
as if they formed a single entity. Inter-company transactions and balances between Group companies are therefore eliminated
in full. The results of subsidiary undertakings are included in the consolidated statement of comprehensive income from the
date that control commences until the date that control ceases. The Company controls a subsidiary/investee if all three of the
following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the
investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate
that there may be a change in any of these elements of control. In assessing control, the Group takes into consideration
potential voting rights that are currently exercisable.
In the year ended 31 August 2013, Ten Lifestyle Group Plc, formerly Ten Lifestyle Holdings Limited, a company under
common control of the Ten Lifestyle Management Limited shareholders, acquired Ten Lifestyle Management Limited
from its shareholders in return for an issue of shares. As a combination of entities under common control, the transaction
falls outside the scope of the standard IFRS 3 “Business Combinations”.
Paragraph 10 of IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors” requires management to use its
judgement in developing and applying a policy that is relevant and reliable, represents faithfully the transaction, reflects the
economic substance of the transaction, is neutral, is prudent, and is complete in all material respects when selecting the
appropriate methodology for consolidation accounting.
In accordance with merger accounting, consolidated accounts have been prepared for the reconstructed Group as if it had
always been in existence. The carrying value of assets and liabilities has not been adjusted to fair value. The difference between
the nominal value of the shares issued and the nominal value of the shares received has been recorded in the merger reserve.
The cost of the Company’s shares held by the Employee Benefit Trust (EBT) is deducted from equity in the consolidated
statement of financial position. Any cash received by the EBT on disposal of the shares it holds is also recognised directly
in equity. Other assets and liabilities of the EBT are recognised as assets and liabilities of the Group other than when they
relate to other Group companies and are therefore eliminated.
1.3 Segment reporting
The Group’s operating segments are based on the management reporting used by the CEO (who is the chief operating decision
maker) and reviewed by the Board of Directors to make strategic decisions and allocate resources.
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
81
Notes to the Financial Statements
1. Accounting policies continued
1.4 Going concern
The consolidated financial statements have been prepared on a going concern basis. The ability of the Company to continue
as a going concern is contingent on the ongoing viability of the Group. The Group meets its day-to-day working capital
requirements through its cash balances and wider working capital management.
The current economic conditions continue to create uncertainty, particularly over (a) corporate members’ engagement; and
(b) supplier revenue volumes. The Group’s forecasts and projections, taking account of reasonably possible changes in trading
performance, show that the Group expects to be able to operate within the level of its current cash resources. Having assessed
the principal risks and the other matters discussed in connection with the going concern statement, the Directors considered it
appropriate to adopt the going concern basis of accounting in preparing the consolidated financial statements.
From our budget base case, a stress scenario of 20% reduction in variable revenues was performed as well as a severe
downside scenario of 90% reduction in variable revenues. In each of these scenarios, if revenue is not in line with cash flow
forecasts, the Directors have identified cost savings associated with the reduction in revenue and can identify further cost
savings if necessary. Overall, the Directors have prepared cash flow forecasts covering a period of at least twelve months from
the date of approval of the financial statements, which foresee that the Group will be able to operate within its existing working
capital facilities.
The completion of a secondary placing of new Ordinary Shares after year end raised £5.9m of gross proceeds. This has provided
further liquidity to ensure the Group is able to meet its obligations as they come due. The funds raised will support the Group’s
short-term working capital requirements for the launch of the two aforementioned contract wins, as well as having repaid the
related party loans outstanding of £1.45m in addition to strengthening our balance sheet.
Having assessed the principal risks and other matters discussed in connection with the going concern statement, the Directors
have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable
future. For these reasons, they continue to adopt the going concern basis of accounting in preparing the financial statements.
1.5 Revenue
Revenue comprises concierge revenue (from corporate clients and the private membership base), supplier revenue, and other
revenue generated from member transactions. An entity is a principal if it controls the specified good or service before that
good or service is transferred to a customer. The Group is a principal in all services provided, other than in those transactions
with members detailed below in the indirect concierge service revenue section. A typical concierge contract duration is
36 months. Revenue is stated exclusive of VAT, sales tax, and trade discounts.
Revenue is recognised when the Group has fulfilled its performance obligations under the relevant customer contract. To the
extent that invoices are raised to a different pattern than the revenue recognition described below, appropriate adjustments
are made through deferred and accrued income to account for revenue when the performance obligations have been met.
Furthermore, the Group receives payments from members for the concierge service which are invoiced on 30-day payment
terms and commissions earned on agent transactions are generally received on booking dates or when deposits are due.
The Group primarily provides a concierge service (online and/or offline). Where goods and/or services are sold in one bundled
transaction, the Group allocates the total arrangement’s consideration to the different individual elements based on their
relative fair values. Management determines the fair values of individual components based on actual amounts charged
by the Group on a stand-alone basis given the lack of comparable pricing arrangements observable in the market.
The nature, timing of satisfaction of performance obligations, and significant payment terms of revenue obtained by the
Group are considered below:
Direct concierge service revenue
The Group provides concierge services to its members (online and/or offline) and recognises concierge consideration at the
point in time the performance obligation of managing a request is fulfilled. The Group uses the residual approach to determine
the transaction price given the lack of observable market prices available as well as the niche nature of the services provided.
Where the Group’s performance of its obligations exceeds amounts received, accrued income or a trade receivable is
recognised depending on Group’s billing rights. Where the Group’s performance of its obligations under a contract is less than
amounts received, a contract liability in deferred income is recognised. The amount of revenue recognised can be subject to
contract structures including variable consideration and cap and collar thresholds. Where variable pricing structures are in
place with predetermined service thresholds, price per service unit is therefore based on the expected entitlement (most likely
method) earned up to the statement of financial position date under each customer agreement.
On implementing a customer contract, it is typical for the Group to charge concierge enabling fees. Where concierge enabling
fees are capable of being separated out from an ongoing service contract, revenue will be recognised in full at the point in time
of the launch of the service (high touch or online). When the service is not distinct, this cannot be separated from the contract
and is recognised over the contract term. Where the service is invoiced in advance and is yet to be launched (i.e. the performance
obligation is not fulfilled), a contract liability will be held on the statement of financial position in deferred income.
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Notes to the Financial Statements continued
1. Accounting policies continued
1.5 Revenue continued
Indirect concierge service revenue
Acting as agent (supplier revenue)
The Group acts as an agent when it is not the primary party responsible for providing the components that make up the
member’s booking and does not control the components before they are transferred to members. Revenue comprises the
fair value of the consideration received or receivable in the form of commission. Commissions are earned from the member
through purchases of travel products such as hotel accommodation or flight tickets from third-party suppliers. Commission
is recognised when the performance obligation of arranging and facilitating the member to enter into individual contracts with
suppliers is satisfied, usually on delivery of the booking confirmation.
Cancellations are estimated at the reporting date based on the historical profile of cancellations. Revenue is stated net of
cancellations and expected cancellations.
Acting as principal (supplier revenue)
The Group acts as a principal when it is the primary party responsible for providing the components that make up the
member’s booking and it controls the components before transferring to the member. Revenue represents amounts received
or receivable for the sale of package holidays and other services supplied to members. Revenue is recognised when the
performance obligation on delivering an integrated package holiday or service is satisfied, usually over the duration of the
holiday.
Offers and benefits revenue
These are related to corporate clients (corporate revenue) and recognised over the year to which the fees or offer relate.
Where invoiced in advance, the fees and offer income is deferred and released over the year of the service with the balance
recorded within deferred income in the statement of financial position.
Digital platform revenue
The Group provides an optional digital platform (the “Ten Digital Platform”) offering to its customers under corporate contracts
(corporate revenue). Revenue generated from licensing digital products and software maintenance is recognised on a straight
line basis over time attributed to the licence.
The nature of the Group’s promise in granting a licence is a promise to provide a right to access the Group’s intellectual
property as the customer benefits from periodic upgrades to the platform.
Where such revenue is invoiced in advance, the revenue is deferred and released over the period of the licence with the
contract liability recorded within deferred income in the statement of financial position.
Revenue generated from developing digital products specific to a customer is recognised at the point in time of the delivery
of the service. Where revenue is based on time spent, rate cards are recognised at the contracted rates as labour hours are
incurred. Where development income is invoiced in advance, the revenue is deferred as a contract liability with the balance
recorded within deferred income in the statement of financial position and released on service delivery.
1.6 Intangible assets
Research expenditure is expensed to the income statement in the year in which it is incurred; expenditure on internal projects
is capitalised if it can be demonstrated that:
▪it is technically and commercially feasible to develop the asset for future economic benefit
▪adequate resources are available to maintain and complete the development
▪there is the intention to complete and develop the asset for future economic benefit
▪the Group is able to use the asset
▪ use of the asset will generate future economic benefit
▪expenditure on the development of the asset can be measured reliably
Other development expenditure is recognised in the income statement as an expense as it is incurred
Capitalised development expenditure is stated at cost less accumulated amortisation and less accumulated impairment losses.
Amortisation is charged to the income statement on a straight line basis over the estimated useful lives of intangible assets.
Intangible assets are amortised from the date they are available for use. The estimated useful lives are as follows:
Capitalised development costs
2 to 5 years straight line
Website
3 years straight line
The basis for choosing these useful lives is with reference to the years over which they can continue to generate value
for the Group.
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1. Accounting policies continued
1.6 Intangible assets continued
The amortisation charges are included within administrative expenses in the consolidated statement of comprehensive income.
The Group reviews the amortisation year and methodology when events and circumstances indicate that the useful lives may
have changed since the last reporting date.
1.7 Property, plant, and equipment
Property, plant, and equipment are measured at historical cost, less accumulated depreciation, and accumulated impairment losses.
Depreciation is charged to the income statement on a straight line basis over the estimated useful lives of property, plant, and
equipment. Property, plant, and equipment are depreciated from the date they are available for use. The estimated useful lives
are as follows:
Leasehold improvements
Over the term of the lease
Fixtures and fittings
5 years straight line
Office equipment
3 to 5 years straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying
value of the asset and is recognised in the income statement.
1.8 Non-current investments
The Company’s interests in subsidiaries are initially measured at cost, and subsequently measured at cost less any
accumulated impairment losses.
1.9 Impairment of tangible and intangible assets
All tangible and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that
the carrying amount might not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying
amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal
and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely
independent cash inflows (CGUs).
1.10 Cash and cash equivalents
Cash and cash equivalents comprise bank balances, cash in transit, and restricted cash. Restricted cash includes balances
held on deposit with financial institutions and amounts held as guarantees. These restricted funds are designated for specific
purposes and are not available for general business operations until the restrictions are satisfied or the terms of the guarantees
are fulfilled.
1.11 Financial assets
The Group reviews the amount of credit loss associated with its trade receivables based on a provision matrix and forward‑looking
estimates that consider current and forecast credit conditions as opposed to relying solely on past historical default rates.
In adopting IFRS 9, the Group has applied the simplified approach by applying a provision matrix based on the number of days
past due to measure lifetime expected credit losses. This takes into account the applicable customer credit risk profile and
current and forecast trading conditions.
All financial assets are held under the business model of holding the assets to collect the contractual cash flows arising from
them, which are made up solely of payments of the principal and interest. Therefore, all financial assets are classified at
amortised cost.
Except for trade receivables, financial assets are initially recognised at fair value plus transaction costs that are directly
attributable to their acquisition or issue and are subsequently carried at amortised cost using the effective interest rate
method, less provision for impairment.
Trade receivables do not contain significant financing components and therefore are initially recognised at their transaction
price and subsequently treated in line with other financial assets. Except for trade receivables, impairment provisions are
recognised as an expected credit loss provision under the general approach, being the expected credit loss over the next
twelve months.
Where there is a credit risk on a financial asset that has increased significantly, the impairment provision is measured at the
lifetime expected credit loss. Impairment for trade receivables will be measured under the simplified approach with an
expected credit loss percentage applied to each ageing category. All financial assets will be reported net of impairment; when
the Group has no reasonable expectation of recovering a financial asset, the portion that is not recoverable is derecognised.
These financial assets comprise trade and other receivables, accrued income, and cash and cash equivalents in the
consolidated statement of financial position. Cash and cash equivalents include cash in hand, deposits held with banks,
and other short-term highly liquid investments with original maturities of three months or less.
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Notes to the Financial Statements continued
1. Accounting policies continued
1.12 Financial liabilities
Financial liabilities include trade payables and other short-term monetary liabilities, which are initially recognised at fair value
and subsequently carried at amortised cost using the effective interest method.
1.13 Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. Dividends payable
on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.
1.14 Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
Any tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income
statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes
items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been
enacted or substantively enacted by the reporting end date.
Research and development tax credit
Companies within the Group may be entitled to claim special tax allowances in relation to qualifying research and development
(R&D) expenditure (e.g. R&D tax credits). The Group accounts for such allowances as tax credits, which means that they are
recognised when it is probable that the benefit will flow to the Group and that benefit can be reliably measured. They are
claimed through the research and development expenditure credit (RDEC) tax credit scheme and recognised in the financial
statements through other income on the income statement and other receivables on the balance sheet, until the cash
is received.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is
accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against
which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary
difference arises from the initial recognition of other assets and liabilities in a transaction that affects neither the taxable profit
nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no
longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is
calculated at the tax rates that are expected to apply in the year when the liability is settled or the asset is realised. Deferred
tax is recorded in the income statement unless it relates to items in other comprehensive income, in which case the deferred
tax is recorded in other comprehensive income. Deferred tax assets and liabilities are offset when the Company has a legally
enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by
the same tax authority.
1.15 Provisions
Provisions are recognised when the Group has a legal or constructive present obligation 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 Group
obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the
reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured
using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party,
a receivable is recognised as an asset. This is only the case if it is virtually certain that reimbursement will be received
and the amount of the receivable can be measured reliably.
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1. Accounting policies continued
1.16 Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense unless those costs are required to be
recognised as part of the cost of inventories or non-current assets. The cost of any unused holiday entitlement is recognised
in the year in which the employee’s services are received.
1.17 Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity
instruments granted using appropriate pricing models. The fair value determined at the grant date is expensed on a straight line
basis over the vesting year, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
The Group’s schemes award shares in the parent entity and include recipients who are employees in certain subsidiaries.
In the consolidated financial statements, the transaction is treated as an equity-settled share-based payment, as the Group
has received services in consideration for the Group’s equity instruments. An expense is recognised in the Group income
statement for the grant date fair value of the share-based payment over the vesting year, with a credit recognised in equity.
In the subsidiaries’ financial statements, the awards, in proportion to the recipients who are employees in said subsidiary,
are treated as an equity-settled share-based payment, as the subsidiaries do not have an obligation to settle the award.
An expense for the grant date fair value of the award is recognised over the vesting year, with a credit recognised in equity.
The credit to equity is treated as a capital contribution, as the parent company is compensating the subsidiaries’ employees
with no cost to the subsidiaries as there is no expectation to recharge this cost. In the parent company’s financial statements,
there is no share-based payment charge where the recipients are employed by a subsidiary, with the parent company
recognising an increase in the investment in the subsidiaries as a capital contribution from the parent and a credit to equity.
1.18 Foreign currency
Transactions in foreign currencies are translated at the exchange rate at the date of transaction. Monetary assets and liabilities
in foreign currencies are translated at exchange rates at the statement of financial position date. Any gain or loss arising from
a change in the exchange rates after the date of the transaction is included as a gain or loss in other comprehensive income.
Exchange differences arising on a monetary item that forms part of a Group entity’s net investment in a foreign operation are
recognised in profit or loss of the Group entity carrying the foreign exchange risk. In the financial statements that include the
foreign operation and the reporting entity (e.g. the Group’s consolidated financial statements) and where the monetary item
is deemed as permanent as equity, such exchange differences shall be recognised in other comprehensive income and
reclassified from equity to profit or loss on disposal of the net investment.
The statements of financial position of the foreign subsidiaries are translated into Sterling at the year-end rate. The results
of the foreign subsidiaries are translated into Sterling at the average rate of exchange during the financial year. Exchange
differences which arise from the translation of opening net assets of the foreign subsidiary undertakings are included
in the consolidated statement of comprehensive income.
1.19 Descriptions of the nature of each component of equity
The components of the Group’s equity can be described as follows:
▪Share capital – the amount for the nominal value of shares issued
▪Share premium – the amount subscribed for share capital in excess of nominal value, after deducting costs of issue
▪Foreign exchange reserve – this reserve relates to exchange differences arising on the translation of the balance sheet of
the Group’s foreign operations at the closing rate and the translation of the income statement of those operations at the
average rate
▪Merger reserve – under the provisions of Section 612 of the Companies Act 2006, the merger reserve represents the difference
between the consideration paid and the book value of the net assets acquired, as part of a legacy Group reconstruction
▪Treasury reserve – the reserve relates to shares held in the Group’s Employee Benefit Trust
▪Retained deficit – the retained deficit reserve contains the net gains and losses recognised in the consolidated statement
of comprehensive income
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Notes to the Financial Statements continued
1. Accounting policies continued
1.20 Inventories
Inventories, which comprise tickets held for resale, are stated at the lower of cost or net realisable value. Consignment tickets
are not included within stocks held by the Group. Inventories are valued using a first-in first-out (FIFO) method.
1.21 IFRS 16 “Leases”
The Group leases various properties for office space and events. Rental contracts are typically made for rolling periods of one
month to five years but might have extension options. Lease terms are negotiated on an individual basis and contain a wide
range of different terms and conditions. Leases are recognised as a right-of-use asset and a corresponding liability at the date
at which the leased asset is available for use by the Group. Each lease payment is allocated between the liability and finance
cost. The finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of
interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the
asset’s useful life and the lease term on a straight line basis.
The Group has not applied the expedient to not recognise all classes of operating leases with a remaining lease term of less
than twelve months as short-term leases. The policy has been consistently applied to leases of underlying assets in the same
class, whereas the transitional expedient can be applied on a lease-by-lease basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present
value of the following lease payments:
▪fixed payments (including in-substance fixed payments), less any lease incentives receivable
▪amounts expected to be payable by the lessee under residual value guarantees
▪payments of penalties for terminating the lease if the lease term reflects the lessee exercising that option
The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined, or the Group’s
incremental borrowing rate. Right-of-use assets are measured at cost comprising the following:
▪the amount of the initial measurement of lease liability
▪any lease payments made at or before the commencement date less any lease incentives received
▪any initial direct costs
▪restoration costs
Payments associated with leases of low-value assets are recognised on a straight line basis as an expense in the income
statement. Low-value assets comprise IT equipment.
1.22 Invoice financing facility
The Group recognises an invoice financing facility as a financial liability on the balance sheet. It is initially measured at fair
value, considering the expected future cash flows and transaction costs. Subsequently, it is measured at amortised cost using
the effective interest method. The facility is presented as part of current borrowings in the balance sheet, and interest expense
is recognised in the statement of comprehensive income.
1.23 Exceptional items
Exceptional items are non-recurring items that are outside the normal course of business and significant enough to merit
separate disclosure. These items may include, but are not limited to, costs related to restructuring, impairments, disposal
of assets, significant legal settlements, or other unusual events. Exceptional items are recognised in the statement of profit
or loss when incurred and are reported separately to provide clarity regarding the entity’s underlying performance.
Management applies judgement to determine whether an item is classified as exceptional based on its nature, frequency,
and materiality. This judgement considers industry norms, regulatory guidance, and the item’s potential to obscure
underlying performance.
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2. Adoption of new and revised standards
There are no new standards not yet effective or would be expected to have a material impact on the entity in the current
or future reporting periods.
3. Critical accounting judgements and key sources of estimation uncertainty
IAS 1 requires disclosure of the judgements, apart from those involving estimations, that management has made in the
process of applying the entity’s accounting policies that have the most significant effect on the amounts recognised in the
financial statements.
In addition, IAS 1 requires disclosure of information about the assumptions the entity makes about the future, and other
major sources of estimation uncertainty at the end of the reporting period, that have a significant risk of resulting in a material
adjustment to the carrying amounts of assets and liabilities within the next financial year. In respect of those assets and liabilities,
the notes to the financial statements include details of their nature and carrying amount at the end of the reporting period.
In the application of the Group and Company’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 considered to be
relevant. Actual results may differ from these estimates. The Directors do believe there are four areas within the financial
statements which constitute critical accounting judgements and estimates as follows:
Critical judgements
Capitalisation of development costs
Development costs are capitalised based on an assessment of whether they meet the criteria specified in IAS 38 for
capitalisation. During each reporting period, an assessment is performed by management to determine the time spent
developing the intangible assets (note 17) as a proportion of total time spent in the year. This represents an area of
judgement and impacts the value of intangible costs capitalised: £6.7m (2023: £7.3m).
Critical estimates
Estimation of time spent on capitalisable activities
The determination of the value of capitalised development costs associated with employee salaries and related expenses
is based on an estimation of the time allocated by employees to activities that fulfil the criteria specified in IAS 38 for
capitalisation. These estimations are carried out considering the specific roles and departments of our employees and are
considered critically important.
In the event of a 10% variation in the time allocated by employees within departments engaged in capitalisable activities, the
cost attributed to intangible assets may experience corresponding fluctuations. Should there be a 10% increase in the estimated
time spent, this would result in a £0.4m increment in the cost of the intangible asset, prompting an adjustment to be made to
profit before tax. Conversely, a 10% decrease in the estimated time would lead to a £0.4m reduction in the cost of the intangible
asset, with a corresponding adjustment reflected in profit before tax.
Estimation of deferred tax assets
The assessment of the probability of future taxable income in which deferred tax assets can be utilised is based on the
Group’s latest approved budget forecast, adjusted for any non-taxable income or expenses. The asset recognised has also been
adjusted to incorporate limitations imposed by the tax rules in the jurisdictions of the Group’s subsidiaries on the utilisation of
tax losses to offset future taxable income. A reasonable change in business profit before tax of 10% would result in a £608k
change in the deferred tax asset recognised.
The Group uses a five-year planning horizon to derive the recoverability of tax losses carried forward. If the forecast horizon
were to change by one year this would result in a corresponding change in the deferred tax asset of £1,217k.
Useful economic lives
Capitalised development costs in respect of TenMAID, the Ten Digital Platform, and servicing infrastructure are amortised over
their useful lives of two to five years. The useful life is based on management’s judgement which reflects the period over which
the asset is expected to generate future economic benefits and is annually reviewed for appropriateness.
Management has performed a sensitivity analysis of the impact of changes in the judgement associated with the useful
economic life of TenMAID, the Ten Digital Platform, and servicing infrastructure. A reduction in the useful economic life of one
year would result in an increase in the amortisation expense for the period of £2.8m (2023: £2.5m), while an increase of the
same amount would reduce the amortisation expense by £2.6m (2023: £2.4m).
Material estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to material accounting estimates
are recognised in the year in which the estimate is revised and future years as appropriate.
FINANCIAL STATEMENTS
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88
Notes to the Financial Statements continued
4. Segment reporting
The total revenue for the Group has been derived from its principal activity, the provision of concierge services. This has been
disaggregated appropriately into operational segment and geographical location.
The Group has three reportable segments: Europe, Asia-Pacific, the Middle East, and Africa (AMEA); and North and South America
(the “Americas”). Each segment is a strategic business unit and includes businesses with similar operating characteristics.
They are managed separately in similar time zones to reflect the geographical management structure.
2024
2023
£’000
£’000
Europe
26,379
25,914
Americas
25,006
25,834
AMEA
11,518
11,255
Net Revenue
62,903
63,003
Add back: cost of sales on principal transactions
4,361
3,653
Revenue
67,264
66,656
Europe
10,444
9,207
Americas
604
1,943
AMEA
1,753
854
Adjusted EBITDA
12,801
12,004
Amortisation
(5,770)
(5,287)
Depreciation
(3,332)
(2,916)
Share-based payment expense
(900)
(908)
Exceptional items
(723)
(1,098)
Operating profit
2,076
1,795
Foreign exchange loss
(507)
(220)
Other net finance expense
(1,032)
(651)
Profit before taxation
537
924
Taxation credit
485
3,623
Profit for the year
1,022
4,547
Statutory revenue for the Americas and AMEA segments is the same as the Net Revenue amounts disclosed above. Statutory
revenue for the Europe segment was £30,740k (2023: £29,567k).
The Group’s statutory revenue from external corporate clients is generated from commercial relationships entered into by
various Group companies, which, given the global nature of the Group’s service delivery model, may not reflect the location
where the services are delivered, as reflected in the Net Revenue segmentation noted below.
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89
4. Segment reporting continued
The Group’s statutory revenue is disaggregated into the following revenue streams as detailed in the revenue accounting policy
(note 1.5). In addition, the Group disaggregates revenue into services where the Group is considered agent or principal as below:
2024
2023
£’000
£’000
Direct concierge service revenue
52,835
52,257
Offers and benefits revenue
949
1,170
Indirect concierge service revenue
11,982
11,095
Digital platform revenue
1,498
2,134
Gross revenue
67,264
66,656
2024
2023
£’000
£’000
Corporate revenue
55,282
55,561
Supplier revenue
11,982
11,095
Total revenue
67,264
66,656
Supplier revenue (cost of sales on principal member transactions)
(4,361)
(3,653)
Net Revenue
62,903
63,003
2024
2023
£’000
£’000
Revenue from services as principal
60,640
61,416
Revenue from services as agent
6,624
5,240
67,264
66,656
Net Revenue is a non-GAAP Company measure that includes the direct cost of sales relating to member transactions managed
by the Group, such as the cost of airline tickets sold under the Group’s ATOL licences. Net Revenue is the measure of the
Group’s income on which segmental performance is measured.
Adjusted EBITDA is a non-GAAP Company specific measure excluding interest, taxation, amortisation, depreciation, share-based
payment, and exceptional costs. Adjusted EBITDA is the main measure of performance used by the CEO, who is considered to
be the chief operating decision maker. Adjusted EBITDA is the principal operating metric for a segment.
The statement of financial position is not analysed between reporting segments. Management and the chief operating decision
maker consider the statement of financial position at Group level.
Three corporate clients (2023: three) generated more than 10% of total revenue each during the year ended 31 August 2024.
The total combined revenue of these corporate clients was £24.8m (2023: £23.9m) and was mainly included in the Europe and
Americas segments.
5. Exceptional items
2024
2023
£’000
£’000
Restructuring costs
723
995
Loss on disposal of subsidiary and restructuring
—
18
Provision for overseas tax authority costs
—
85
723
1,098
The Group recognised an exceptional charge relating to restructuring costs of £723k (2023: £995k). The cost is made up of
redundancy costs incurred during the year of £723k.
FINANCIAL STATEMENTS
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90
Notes to the Financial Statements continued
6. Operating profit
Operating profit for the year is stated after charging:
2024
2023
£’000
£’000
Research and development costs not capitalised
649
1,114
Depreciation of property, plant, and equipment
502
511
Depreciation of right-of-use asset
2,830
2,405
Amortisation of intangible assets
5,770
5,287
Bad debt expense
36
103
Exceptional items
723
1,098
7. Auditor’s remuneration
2024
2023
£’000
£’000
For audit services
Audit of the financial statements of the Company
180
170
Audit of the financial statements of the Company’s subsidiaries
62
36
242
206
For other services
Tax services for the Company’s subsidiaries
32
20
Other services
13
5
45
25
8. Employees
The average monthly number of persons (including Directors) employed by the Group during the year was:
2024
2023
Number
Number
UK
185
189
International
1,083
1,055
1,268
1,244
Their aggregate remuneration comprised:
2024
2023
£’000
£’000
Wages and salaries
34,915
35,499
Social security costs
5,083
4,881
Pension costs
1,113
1,081
Share-based payments (note 29)
900
908
42,011
42,369
FINANCIAL STATEMENTS
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91
9. Directors’ remuneration
2024
2023
£’000
£’000
Remuneration for qualifying services
1,301
1,100
Pension contributions to defined contribution schemes
20
14
1,321
1,114
Full details of Directors’ remuneration are presented in the Remuneration Committee Report on pages 61 to 65.
Remuneration disclosed above includes the following amounts paid to the highest paid Director:
2024
2023
£’000
£’000
Remuneration for qualifying services
362
316
Share-based payments – expense
19
54
381
370
The number of Directors for whom retirement benefits are accruing under defined contribution schemes amounted to two (2023: two).
10. Key management personnel
2024
2023
£’000
£’000
Short-term employee benefits
1,609
1,573
Termination costs
—
142
Post-employment benefits
28
22
Share-based payments – gain on the exercise of share options during year
370
37
2,007
1,774
Remuneration of key management personnel
The remuneration of key management personnel, including Directors, is set out above in aggregate for each of the categories
specified in IAS 24 “Related Party Disclosures”. Key management personnel comprise the Directors of the Company and senior
staff with management responsibilities across the entire Group.
11. Related party transactions
In November 2023, the Group raised £250k of loan notes issued to Nitro Ventures Limited on 21 November 2023. Jules Pancholi,
Non-Executive Chairman, is a shareholder and director of Nitro Ventures Limited. Interest is payable quarterly in arrears in cash at
2% per annum during the term of the loan, with a 1% administration fee payable in cash at drawdown repayable in November 2026.
The £250k of loan notes were part of a larger loan note raise, the details of which are disclosed as part of note 26. This loan of
£250k was repaid subsequent to year end.
Other than the related party transactions described above, there were no further related party transactions in the year to disclose.
12. Controlling party
In the opinion of the Directors, there is no one ultimate controlling party.
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
92
Notes to the Financial Statements continued
13. Net finance expense
2024
2023
£’000
£’000
Losses on foreign exchange
507
220
Interest on bank overdrafts and loans
53
62
IFRS 16 interest charge
408
216
Loan interest
577
380
Interest Income
(6)
(7)
Total finance expense
1,539
871
14. Income tax credit
2024
2023
£’000
£’000
Current tax
Foreign taxes related to current year
966
843
Prior year adjustments
(152)
(169)
Deferred tax
Original and reversal of timing differences
439
1,009
Historical losses recognised
(1,738)
(5,306)
Total tax credit
(485)
(3,623)
The tax credit for the year can be reconciled to the income statement as follows:
2024
2023
£’000
£’000
Profit before taxation
537
924
Expected tax credit based on a corporation tax rate of 25.0% (2023: 21.5%*)
134
199
Effect of expenses not deductible in determining taxable profit
133
60
Effect of taxes related to previous years
(152)
(169)
Origination and reversal of timing differences
439
1,009
Recognition of historical tax losses
(1,738)
(5,306)
Overseas tax rate differences
699
584
Taxation credit for the year
(485)
(3,623)
*
A blended rate of 21.5% was used in the prior period following the change in the corporate tax rate from 19% to 25% on 1 April 2023.
15. Earnings per share
2024
2023
Basic earnings per share
£’000
£’000
Profit attributable to equity shareholders of the parent
1,022
4,547
Weighted average number of ordinary shares in issue (net of treasury)
85,850,877
83,894,193
Basic profit (pence)
1.2p
5.4p
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
93
15. Earnings per share continued
Basic profit per ordinary share
Basic profit per ordinary share is calculated by dividing the net result for the year attributable to shareholders by the weighted
number of ordinary shares outstanding during the year (2023: 5.2p).
2024
2023
Diluted earnings per share
£’000
£’000
Profit attributable to equity shareholders of the parent
1,022
4,547
Weighted average number of ordinary shares in issue (net of treasury)
89,216,913
86,986,163
Diluted profit per share (pence)
1.1p
5.2p
Diluted earnings per ordinary share
Diluted earnings per share is calculated as per IAS 33 by adjusting the weighted average number of ordinary shares outstanding
for the dilutive effect of “in the money” share options, which are the only dilutive potential common shares for the Group.
The net profit attributable to ordinary shareholders is divided by the adjusted weighted average number of shares. “Out of the
money” share options are excluded from the calculation as they are non-dilutive. Where the Group has incurred a loss in the
year, the diluted loss per share is the same as the basic loss per share as the loss has an anti-dilutive effect.
2024
2023
Underlying earnings per share
£’000
£’000
Profit attributable to equity shareholders of the parent
1,022
4,547
Excluding exceptional items and taxes
Exceptional items
723
1,098
Recognition of historical tax losses
(1,738)
(5,306)
Underlying profit attributable to equity shareholders of the parent
7
339
Basic weighted average number of ordinary shares in issue (net of treasury)
85,850,877
83,894,193
Basic underlying profit per share (pence)
0.0p
0.4p
Diluted weighted average number of ordinary shares in issue (net of treasury)
89,216,913
86,986,163
Diluted underlying profit per share (pence)
0.0p
0.4p
Underlying earnings per ordinary share
Underlying earnings per share is calculated by adjusting the profit attributable to equity shareholders for exceptional items
(note 5) and associated taxes along with non-underlying tax items such as deferred tax arising from the recognition of historical
losses. No changes are made to the weighted average number of ordinary shares.
16. Deferred tax
2024
2023
£’000
£’000
Deferred Tax
Credited/(charged) to the statement of comprehensive income
Historical losses
1,738
4,999
Movement in other temporary differences
(439)
(702)
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
94
Notes to the Financial Statements continued
16. Deferred tax continued
Intangible
assets
Capital
allowances
Losses
Other
temporary
differences
Total
Deferred tax
£’000
£’000
£’000
£’000
£’000
Opening balance as at 1 September 2022
—
—
—
—
—
Credited/(charged) to the statement
of comprehensive income
Movement in deferred tax balances
(1,672)
715
—
255
(702)
Utilisation of historical losses
—
—
(307)
—
(307)
Recognition of historical losses
—
—
5,306
—
5,306
Opening balance as at 1 September 2023
(1,672)
715
4,999
255
4,297
Credited/(charged) to the statement
of comprehensive income
Movement in deferred tax balances
(458)
9
—
10
(439)
Utilisation of historical losses
—
—
(639)
—
(639)
Recognition of historical losses
—
—
1,738
—
1,738
Closing balance as at 31 August 2024
(2,130)
724
6,098
265
4,957
As at 31 August 2024, the Group has unused tax losses of £54.8m (2023: £61.1m) that are available for offset against future
taxable profits. During the year ended 31 August 2024, a deferred tax asset has been recognised in respect of £24.7m of such
losses (2023: £21.0m). Due to uncertainty as to the level and timing of taxable profits in the future, no deferred tax asset has
been recognised in respect of the remaining £30.1m (2023: £40.1m). The losses that remain unrecognised are not expected to
expire. Further information about the recoverability of the recognised deferred tax asset is contained the "Critical Accounting
Estimates and Judgements" section of these notes.
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
95
17. Intangible assets
Capitalised
development
costs
Website
Total
£’000
£’000
£’000
Cost
At 31 August 2022
41,484
1,909
43,393
Additions
7,284
—
7,284
At 31 August 2023
48,768
1,909
50,677
Additions
6,725
—
6,725
At 31 August 2024
55,493
1,909
57,402
Accumulated amortisation
At 31 August 2022
28,087
1,909
29,996
Charge for the year
5,287
—
5,287
At 31 August 2023
33,374
1,909
35,283
Charge for the year
5,770
—
5,770
At 31 August 2024
39,144
1,909
41,053
Carrying amount
At 31 August 2023
15,394
—
15,394
At 31 August 2024
16,349
—
16,349
All additions are related to internal expenditure. The useful economic lives of the capitalised development platforms and
website are assessed to be between two to five years.
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
96
Notes to the Financial Statements continued
18. Property, plant and equipment
Leasehold
Fixtures
Office
improvements
and fittings
equipment
Total
£’000
£’000
£’000
£’000
Cost
At 31 August 2022
83
392
3,565
4,040
Additions
84
11
436
531
Disposals
(22)
—
—
(22)
Exchange movement
(18)
(9)
(174)
(201)
At 31 August 2023
127
394
3,827
4,348
Addition
25
5
264
294
Disposals
(73)
(85)
(523)
(681)
Reclassification
—
—
—
—
Exchange movements
(3)
(1)
(23)
(27)
At 31 August 2024
76
313
3,545
3,934
Accumulated depreciation
At 31 August 2022
71
337
2,693
3,101
Charge for the year
21
45
445
511
Disposals
(20)
—
—
(20)
Exchange movements
(17)
(5)
(134)
(156)
At 31 August 2023
55
377
3,004
3,436
Charge for the year
27
6
469
502
Disposals
(60)
(83)
(523)
(666)
Exchange movements
(1)
—
27
26
At 31 August 2024
21
300
2,977
3,298
Carrying amount
At 31 August 2023
72
17
823
912
At 31 August 2024
55
13
568
636
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
97
19. Right-of-use assets
Land and
buildings
£’000
At 1 September 2022
2,274
Additions
1,573
Terminations
(88)
Lease modifications
605
Depreciation
(2,405)
Translation
(48)
At 31 August 2023
1,911
Additions
6,238
Terminations
(23)
Lease modifications
277
Depreciation
(2,830)
Translation differences
(84)
At 31 August 2024
5,489
Carrying amount
At 31 August 2023
1,911
At 31 August 2024
5,489
Lease modifications relate to renegotiations on leases, agreed part way through the original lease term. Additions reflect the
renewal of expired leases and further new office leases.
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
98
Notes to the Financial Statements continued
20. Subsidiaries
Details of the Company’s subsidiaries at 31 August 2024 are as follows:
Ownership
Voting
Country of
interest
power held
Name of undertaking
incorporation
%
%
Nature of business
Ten Lifestyle Management Limited1
UK
100
100
Concierge services
Ten Lifestyle Management (Asia) Limited
Hong Kong
100
100
Concierge services
Ten Lifestyle Management USA Inc.
USA
100
100
Concierge services
Ten Lifestyle Management (Canada) ULC
Canada
100
100
Concierge services
Ten Group Singapore PTE Limited
Singapore
100
100
Concierge services
Ten Group Japan K.K.
Japan
100
100
Concierge services
Ten Lifestyle Commercial Consulting (China)
China
100
100
Concierge services
Ten Lifestyle Management Limited S DE RL DE CV
Mexico
100
100
Concierge services
Ten Lifestyle Management Africa (Pty) Limited
South Africa
100
100
Concierge services
Ten Lifestyle Management India Private Limited
India
100
100
Technology and development
Ten Servicos de Concierge do Brasil Limited
Brazil
100
100
Concierge services
Ten Group Belgium BVBA
Belgium
100
100
Concierge services
Ten Group Australia Pty Limited
Australia
100
100
Concierge services
Ten Lifestyle Management Switzerland GmbH
Switzerland
100
100
Concierge services
Ten Group France SAS
France
100
100
Concierge services
Ten Group Norway AS
Norway
100
100
Concierge services
Ten Latin America Limited
UK
100
100
Dormant
Ten South America Limited
UK
100
100
Dormant
Ten Global Services Limited
UK
100
100
Dormant
Ten Travel Limited
UK
100
100
Dormant
Ten Professional Services Limited
UK
100
100
Dormant
Bailey Medical Support Limited
UK
100
100
Dormant
1
Shares held directly by Ten Lifestyle Group Plc.
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
99
20. Subsidiaries continued
The registered offices of the Company’s subsidiaries are as follows:
Name of undertaking
Registered office
Ten Lifestyle Management Limited
9th floor, Regent’s Place, 338 Euston Road, London NW1 3BG, United Kingdom
Ten Lifestyle Management (Asia) Limited
Unit 20-125 WeWork, City, Plaza Phase 3, Taikoo, Hong Kong
Ten Lifestyle Management USA Inc
10801 W Charleston Blvd, Unit 02 179, Las Vegas, NV 89135, United States of America
Ten Lifestyle Management (Canada) ULC
1200 Bay Street, Suite 202, Toronto, Ontario M5R 2A5, Canada
Ten Group Singapore PTE Limited
36 Robinson Road, City House #02-127, Singapore 068877
Ten Group Japan K.K.
7F Sumitomo Sasazuka Taiyo Building, 1-48-3 Sasazuka, Shibuya-ku, Tokyo
151-0073, Japan
Ten Lifestyle Commercial Consulting (China)
Floor 12 Platinum Building, 233 Tai Cang Road, Huangpu District, Shanghai
200020, China
Ten Lifestyle Management S DE RL DE CV
Torre Concreta Calz. Gral. Mariano Escobedo 526 Piso 8 Oficina 0811 Anzures,
Miguel Hidalgo Ciudad de México 11590
Ten Lifestyle Management Africa (Pty) Limited
7th Floor, 19 Louis Gradner Street, Foreshore, Cape Town 8001, South Africa
Ten Servicos de Concierge do Brasil Limited
Rua Gomes De Carvalho 911– 3º andar – São Paulo SP 04547-003, Brazil
Ten Group Belgium BVBA
Brussels Airport Corporate Village, Leonardo Da Vin-cilaan, 91935 Zaventem, Belgium
Ten Group Norway AS
c/o Flattum Accounting St Olavs gate 25 0166, Oslo, Norway
Ten Lifestyle Management Switzerland GmbH
Red Tower, Floor F0 Limmatstrasse 250, 8005, Zurich, Switzerland
Ten Lifestyle Management India Private Limited
9SE, 9th Floor, The Ruby Tower, 29, Senapati Bapat Marg Dadar (West) Mumbai
400 028, India
Ten Group Australia Pty Limited
Level 11, 80 Mount Street, North Sydney NSW 2060, Australia
Ten Group France SAS
66 avenue des Champs-Élysées, 75008, Paris, France
Ten Lifestyle Argentina (Branch)
Corrientes 222, Piso 10 C1043 AAP, Buenos Aires, Argentina
Ten Lifestyle Management Ltd (DMCC) (Branch)
Reef Tower, Units 31-07 and 31-08, PO Box 115738, Dubai, United Arab Emirates
The registered office of the dormant subsidiaries incorporated in the UK is 9th floor, Regent’s Place, 338 Euston Road, London
NW1 3BG, United Kingdom.
21. Trade and other receivables
Trade receivables disclosed below are measured at fair value using the expected credit loss model.
2024
2023
£’000
£’000
Trade receivables
4,031
5,982
Provision for bad and doubtful debts
(488)
(439)
3,543
5,543
Other receivables
2,008
1,579
Prepayments and accrued income
6,857
4,486
12,408
11,608
Movements in Group contract assets and liabilities were as follows:
2024
2023
£’000
£’000
Accrued income (decreased)/increased
(78)
264
All accrued income recognised at 31 August 2023 was released during the year.
The fair value of trade and other receivables below is the same as the carrying value as credit risk has been addressed as part
of impairment provisioning and, due to the short-term nature of the amounts receivable, they are not subject to other ongoing
fluctuations in market rates.
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
100
Notes to the Financial Statements continued
22. Trade receivables – credit risk
2024
2023
Ageing of due and past due but not impaired debts
£’000
£’000
0–30 days
2,426
4,873
30–60 days
556
343
60–90 days
98
111
90–120 days
41
181
120+ days
910
474
4,031
5,982
Provision for bad and doubtful debts
(488)
(439)
3,543
5,543
The Group provides against trade receivables using the expected credit loss model as at the reporting date.
Trade
debtors
£’000
Expected credit
loss provision
£’000
Expected credit
loss provision
%
0–30 days
2,426
(52)
-2%
30–60 days
556
(27)
-5%
60–90 days
98
(23)
-23%
90–120 days
41
(24)
-59%
120+ days
910
(362)
-40%
4,031
(488)
The provision is based on prior experience using a provision matrix whilst considering an assessment of the current and future
expected economic climate, in addition to taking into account the length of time that the receivable has been overdue.
Movement in the allowances for doubtful debts
2024
2023
£’000
£’000
Opening balance
439
336
Movement in provision
49
103
Closing balance
488
439
23. Cash and cash equivalents
2024
2023
£’000
£’000
Cash at banks and on hand – unrestricted
7,915
6,982
Cash at banks and on hand – restricted
992
1,100
Cash in transit
360
147
Cash and cash equivalents
9,267
8,229
Cash at bank earns interest at floating rates based on daily bank deposit rates.
The Group holds cash in a restricted access account in respect of guarantees and reserves. These guarantees arise in the
ordinary course of business and relate to the Group’s travel operations while the reserves relate to restricted cash related to
the Group’s card intermediary. The guarantees are required under consumer protection schemes in certain markets and are
provided by banks, which hold restricted cash to support the guarantee. As such, this guarantee will be required for the long
term, unless local regulations are amended. In excess of cash held in restricted accounts, the Group has guarantees in place
with local travel authorities of £196k (2023: £196k).
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
101
24. Trade and other payables
2024
2023
£’000
£’000
Trade payables
1,370
1,550
Accruals and deferred income
13,710
14,845
Social security and other taxation
2,760
2,950
Other payables
1,391
714
19,231
20,059
2024
2023
£’000
£’000
Deferred (decrease)/increase
(1,819)
1,200
All deferred income recognised at 31 August 2023 was released during the year. The fair values of trade and other payables are
the same as the carrying values.
25. Provision – overseas tax liabilities
2024
2023
£’000
£’000
Provision for overseas liabilities
931
931
Movements on provisions:
At beginning of period
931
846
Movement in provision
(333)
85
At end of period
598
931
The liabilities relate to overseas tax liabilities. The liabilities will reduce as overseas tax filings are finalised and paid.
26. Borrowings
2024
2023
£’000
£’000
Current
4,389
1,622
Non-current
1,011
2,950
5,400
4,572
Ten Lifestyle Management Limited has entered into additional loan notes of £1.1m (2023: £1.2m) during the year, of which £250k
was a related party loan as per note 11. The loans are guaranteed by Ten Lifestyle Group Plc. Interest is payable quarterly in
arrears in cash at 12% per annum during the term of the loan, with a 1% administration fee payable in cash at drawdown.
The additional loans of £1.1m are repayable on the 25 November 2026. The loans have been recognised using the effective
interest rate method, for which the average rate is 12.2% (2023: 8.3%).
On 25 January 2023 the Group entered an invoice financing facility available up to a maximum of £2.1m, of which £14k (2023: £0.1m)
was used at the end of the period. The Group has invoice financing facilities in place relating to trade receivables due from
large corporate clients of Ten Lifestyle Management Ltd that are denominated in US Dollars and Sterling. The trade receivables
guaranteed under the arrangement totalled £223k (2023: £122k). The Group retains the credit risk associated to these trade
receivables and therefore presents these trade receivables as gross within the reported current assets. The liability arising
from the invoice financing is presented as borrowings within current liabilities. The invoice financing facility is guaranteed
to the value of the debts advanced and accrues interest at a rate of 2% over the base rate.
The Group has repaid £0.3m (2023: £nil) of loans in the year.
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
102
Notes to the Financial Statements continued
27. Lease liabilities
2024
2023
£’000
£’000
Lease liabilities
In one year or less
761
1,967
Between one and five years
3,853
571
Over five years
2,981
—
Total undiscounted lease liabilities at 31 August 2024
7,595
2,538
Lease liabilities included in the statement of financial position at 31 August 2024
Current
1,236
1,738
Non-current
4,360
399
5,596
2,137
Lease liability payments allocation
Lease liability repayments
2,806
2,538
Interest expense on lease liabilities
403
216
Land and
buildings
£’000
At 31 August 2023
2,137
Additions
6,108
Payments
(3,209)
Interest
408
Terminations
(28)
Lease modifications
277
Translation differences
(97)
At 31 August 2024
5,596
Carrying amount
At 31 August 2023
2,137
At 31 August 2024
5,596
Discount rate
The discount rate used is based on the Group’s estimated cost of debt. The average discount rate applied is 9.11% (2023: 10.41%),
which is the Group’s incremental borrowing rate.
28. Share capital
2024
2023
£’000
£’000
86,565,483 (2023: 84,738,773) Ordinary Shares of £0.001 each
86,565
84,739
86,565
84,739
There were 1.827m shares issued during the financial year ended 31 August 2024 (2023: 997k). All shares are fully paid.
Own shares held
An Employee Benefit Trust (the “Ten Group Employee Benefit Trust”) was established in February 2012. The Trust holds
42,186 shares (2023: 42,186). These shares held are treated as treasury shares and are included in the treasury reserve
in the consolidated statement of financial position.
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
103
29. Share options
The Company Share Option Plan (CSOP) remains in place and the Management Incentive Plan (MIP) commenced on 9 November 2017.
As part of the Group’s COVID-19 cost-saving measures, a Salary Sacrifice Scheme (SSS) was first launched in March 2020,
allowing employees to sacrifice a proportion of their salary over a four-month period in return for share options.
For CSOP and MIP schemes, the holder must be in continued employment of the Company for three years for the option to
vest. All options unexercised after a period of ten years from the date of grant expire.
For the SSS, the holder must sacrifice the pre-agreed amount of salary to vest the options granted. All options unexercised
after a period of three years from the date of grant expire. An extension was granted on certain salary sacrifices noted in the
tables below.
The Group has no legal or constructive obligation to repurchase or settle options in cash.
Options are exercisable at a range of between £0.001 per share and £1.60 per share. The weighted average remaining
contractual life of the share options outstanding at 31 August 2024 is 4.9 years.
The total expense recognised for year ended 31 August 2024 arising from equity-settled share-based payment transactions
amounted to £0.9m (2023: £0.9m).
Weighted average
exercise price
Number
£
Number of options outstanding at 31 August 2022
13,657,024
0.710
Granted in the year – CSOP
984,362
0.489
Exercised in the year – CSOP
(105,722)
0.739
Lapsed in the year – CSOP
(262,111)
0.801
Exercised in the year – MIP
(80,000)
0.001
Lapsed in the year – MIP
(609,990)
0.001
Exercised in the year – SSS
(319,722)
0.700
Extensions in the year – SSS
55,399
0.690
Lapsed in the year – SSS
(411,261)
0.711
Exercised in the year – EMI
(91,528)
0.389
Lapsed in the year – EMI
(53,336)
0.224
Number of options outstanding at 31 August 2023
12,763,115
0.734
Granted in the year – CSOP
738,543
0.804
Exercised in the year – CSOP
(559,650)
0.700
Lapsed in the year – CSOP
(460,564)
0.791
Granted in the year – MIP
1,095,000
0.014
Exercised in the year – MIP
(227,467)
—
Lapsed in the year – MIP
93,501
—
Exercised in the year – SSS
(1,049,593)
0.700
Lapsed in the year – SSS
(647,593)
1.010
Number of options outstanding at 31 August 2024
11,745,292
0.670
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
104
Notes to the Financial Statements continued
29. Share options continued
Exercise
Remaining
As at
As at
price
contractual
31 August 2024
31 August 2023
£
life
EMI
December 2015 to December 2025
34,968
34,968
0.563
1.29
MIP
December 2017 to December 2027
32,000
124,000
0.001
3.29
April 2018 to April 2028
—
68,966
0.001
3.63
September 2018 to September 2028
112,360
112,360
0.001
4.05
November 2018 to November 2028
344,828
344,828
0.001
4.21
June 2019 to June 2029
378,000
426,000
0.001
4.79
December 2019 to December 2029
401,200
96,000
0.001
5.30
December 2020 to December 2030
488,800
655,000
0.001
6.30
August 2022 to August 2032
612,000
676,000
0.001
7.96
September 2023 to September 2033
612,000
—
0.001
9.03
December 2023 to December 2033
483,000
—
0.001
9.33
CSOP
August 2017 to August 2027
260,000
440,000
0.750
2.96
March 2018 to March 2028
9,375
9,375
1.600
3.54
May 2018 to May 2028
22,222
22,222
1.350
3.71
September 2018 to September 2028
34,483
34,483
0.870
4.05
December 2018 to December 2028
—
33,857
0.350
4.30
January 2019 to January 2029
—
67,781
0.440
4.38
April 2019 to April 2029
—
45,802
0.660
4.63
June 2019 to June 2029
134,832
134,832
0.890
4.79
July 2019 to July 2029
25,424
25,424
1.180
4.88
August 2019 to August 2029
226,890
289,915
1.190
4.96
September 2019 to September 2029
—
18,987
0.790
5.05
October 2019 to October 2029
12,295
12,295
1.220
5.13
August 2020 to August 2030
—
18,987
0.790
5.96
September 2020 to September 2030
851,399
1,168,840
0.770
6.05
March 2021 to March 2031
14,018
14,018
1.070
6.54
June 2021 to June 2031
15,600
15,600
1.045
6.79
August 2021 to August 2031
—
14,218
1.060
6.96
December 2021 to December 2031
376,877
482,403
1.000
7.30
May 2022 to May 2032
96,773
121,363
0.620
7.71
October 2022 to October 2032
1,000,000
968,750
0.480
8.13
November 2023 to November 2033
559,000
—
0.920
9.23
February 2024 to February 2034
18,293
—
0.820
9.46
SSS
March 2020 to March 2023
—
1,184,677
0.700
—
July 2020 to March 2026
1,061,384
1,241,679
1.200
0.67
November 2020 to March 2026
1,866,010
2,088,573
1.000
0.67
March 2021 to March 2026
1,661,261
1,770,912
1.100
0.67
11,745,292
12,763,115
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
105
29. Share options continued
The periods noted in the table below reflect the month during which the options were awarded to the month of expiration.
For the share options granted during the year, the weighted average fair value of the options is £0.45.
Management Incentive Plan
There were two grants during the period of MIP options, totalling 1,095,000 (2023: nil) of new options granted under the
Management Incentive Plan. All share options granted under the MIP can be exercised at nominal ordinary share value (£0.001p).
Salary sacrifice scheme
Under the SSS, the Group offered its employees the opportunity to sacrifice salary over two four-month periods in exchange for
share options; there were no options granted in this financial year. The sacrifices ranged from 5% to 50% of salary over the grants.
An extension of the remaining 4,588,655 options outstanding was granted during the year, extending these options to March 2026.
Company share Option Plan
Under the CSOP, 738,543 (2023: 984,632) options were issued to eligible employees in the 2024 financial year. These shares
were issued under a conditional three years of employment (non-market) from date of grant.
Valuation of share options
The fair value of options subject to non-market-based vesting conditions was measured using a Black Scholes model
and those options with market-based conditions using a Monte Carlo simulation model.
The fair value of the outstanding options without performance conditions was measured using the Black Scholes option
valuation model. The inputs to that model in respect of the share options outstanding under each issue as at 31 August 2023
and 31 August 2024 were as follows:
2023
CSOP
Grant month
Oct 22
Weighted average share price
£0.48
Weighted average exercise price
£0.48
Expected volatility
54%
Weighted average risk free rate
3.64%
Expected dividend yield
0
Weighted average option life (years)
5.0
Weighted average fair value at date of grant
£0.46
2024
CSOP
CSOP
MIP
MIP
MIP
Grant month
Oct 22
Nov 23
Sep 23
Sep 23
Dec 23
Weighted average share price
£0.48
£0.92
£0
£0
£0
Weighted average exercise price
£0.48
£0.92
£0
£0
£0
Expected volatility
54%
53%
40%
54%
40%
Weighted average risk free rate
3.64%
3.73%
3.55%
4.53%
3.55%
Expected dividend yield
0
0
0
0
0
Weighted average option life (years)
5.0
5.0
3.0
5.0
3.0
Weighted average fair value at date of grant
£0.22
£0.54
£0.40
£0.88
£0.40
2024
CSOP
Grant month
Feb 24
Weighted average share price
£0.82
Weighted average exercise price
£0.82
Expected volatility
44%
Weighted average risk free rate
4.24%
Expected dividend yield
0
Weighted average option life (years)
5.0
Weighted average fair value at date of grant
£0.36
The share price volatility fluctuated for the different share option schemes due to different years that apply to each of the
schemes in existence. The risk free rate is based on the average Bank of England base rate in the year.
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
106
Notes to the Financial Statements continued
29. Share options continued
Company Share Option Plan continued
Valuation of share options continued
Expected share price volatility is based on similar listed entities and varies due to the different years that apply to each
of the schemes in existence. For the Salary Sacrifice Scheme, expected share price volatility is based on the Group’s share
price volatility.
30. Capital commitments
At 31 August 2024 the Group had no material capital commitments (2023: £nil).
31. Financial instruments and financial risk management
Financial instruments
The Group’s principal financial liabilities comprise trade and other payables and borrowings. The primary purpose of these financial
liabilities is to finance the operations. The Group has trade and other receivables and cash that derive directly from its operations.
Financial assets
2024
2023
£’000
£’000
Cash at banks and on hand – unrestricted
8,275
7,129
Cash at banks and on hand – restricted
992
1,100
Trade and other receivables
6,039
9,253
Financial liabilities
2024
2023
£’000
£’000
Trade and other payables
2,761
2,410
Lease liabilities
5,596
2,137
Borrowings
5,400
4,572
The Directors consider that the carrying amounts for all financial assets and liabilities approximate to their fair value.
Financial risk management
The Company is exposed to market risk, which includes interest rate risk and currency risk, credit risk, and liquidity risk.
The senior management oversees the management of these risks and ensures that the financial risk taken is governed by
appropriate policies and procedures and that financial risks are identified, measured, and managed in accordance with the
Group’s policies and risk appetite.
The Board of Directors reviews and agrees the policies for managing each of these risks, which are summarised below:
Market risk
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates.
Foreign currency risk management
The Group is exposed to transactional and translation exchange risk. Transactional foreign exchange risk arises from sales or
purchases by a Group company in a currency other than that company’s functional currency. Translation foreign exchange risk
arises on the translation of profits earned in Euros, US Dollars, Swiss Francs, Brazilian Real, Australian Dollars, and Japanese Yen
to Sterling and the translation of net assets denominated in Euros, US Dollars, Swiss Francs, Brazilian Real, Australian Dollars,
and Japanese Yen to Sterling, the Group’s functional currency.
Each of the companies in the Group trades almost exclusively in its functional currency, minimising transactional foreign
exchange risk.
GBP:EUR 1
GBP:USD 1
GBP:CHF 1
GBP:JPY 1
GBP:BRL 1
GBP:AUD 1
Year ended 31 August 2023
Average rate
1.15
1.22
1.12
168.55
6.20
1.82
Year-end spot rate
1.17
1.27
1.12
185.62
6.22
1.96
Year ended 31 August 2024
Average rate
1.17
1.26
1.12
190.05
6.46
1.92
Year-end spot rate
1.19
1.31
1.12
191.89
7.37
1.94
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
107
31. Financial instruments and financial risk management continued
Foreign currency sensitivity analysis
The following table details the Group’s sensitivity to a 5% decrease in Great British Pounds against the relevant foreign
currencies which the Directors believe could have the most significant impact on the performance of the Group. 5% is
the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents
management’s assessment of the reasonably possible change in foreign exchange rates.
For a 5% strengthening of Great British Pounds against the relevant currency there would be a comparable impact on the profit
and other equity in the opposite direction.
Profit or loss
2024
2023
£’000
£’000
Euro
76
142
US Dollar
(403)
(396)
Swiss Franc
(193)
(119)
Japanese Yen
13
(28)
Brazilian Real
36
14
Australian Dollar
(54)
(55)
Other
(363)
(321)
(888)
(763)
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 accepts the risk of losing interest on deposits due to interest rate reductions. Any interest
charged on outstanding loans is at fixed rates. The invoice discounting facility incurs interest at a rate of 2% above the base
rate and is therefore impacted by changes in the underlying base rate.
The Directors do not believe the interest rate risk to be material and therefore no sensitivity analysis has been prepared.
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading
to a financial loss. The Group is exposed to credit risk from its operating activities (primarily for trade receivables) and from its
financing activities, including cash deposits with banks and financial institutions.
Trade receivables
Customer credit risk is managed subject to the Group’s established policy, procedures, and control relating to customer credit
risk management. Outstanding receivables are regularly monitored and discussed at executive management and Board level.
The requirement for impairment is analysed at each reporting date. The calculation is based on actual incurred historical data.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed
above. The Company does not hold collateral as security. The Group evaluates the concentration of risk with respect to trade
receivables as low as receivables are principally with large financial institutions.
Financial instruments and cash deposits
Credit risk from cash balances with banks and financial institutions is managed in accordance with the Company’s policy.
Credit risk with respect to cash is managed by carefully selecting the institutions with which cash is deposited.
Liquidity risk
The Group raised funds as part of the IPO in November 2017. A secondary additional placing after the year end raised a further
£5.9m of gross proceeds. In addition, the funds generated by operating activities are managed to fund short-term working
capital requirements. The Board carefully monitors the levels of cash and is comfortable that it has sufficient cash for normal
operating requirements. The Group currently holds no committed lines of credit.
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
108
Notes to the Financial Statements continued
31. Financial instruments and financial risk management continued
Liquidity risk continued
The following table details the Group’s remaining contractual maturity for its financial liabilities based on undiscounted
contractual payments:
Within 1 year
1 to 2 years
2 to 5 years
Total
£’000
£’000
£’000
£’000
At 31 August 2023
Trade and other payables
2,410
—
—
2,410
Long-term loan
1,622
2,950
—
4,572
Lease liabilities
1,738
399
—
2,137
At 31 August 2024
Trade and other payables
2,761
—
—
2,761
Long-term loan
4,389
1,011
—
5,400
Lease liabilities
1,236
4,360
—
5,596
Capital risk management
The Group manages its capital to ensure that it will be able to continue as a going concern while also maximising the operating
potential of the business. The capital structure of the Group consists of cash and cash equivalents, long-term loan, and equity
attributable to equity holders of the Company, comprising issued capital, reserves, and retained earnings as disclosed in the
consolidated statement of changes in equity. The Group is not subject to externally imposed capital requirements.
Financial instruments carried at fair value
Financial instruments carried at fair value are measured by reference to the following fair value hierarchy prescribed by IFRS 13:
▪Level 1: quoted prices in active markets for identical assets or liabilities
▪Level 2: inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices)
▪Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)
The Group carries no financial instruments that are carried at fair value and measured under the level 3 valuation method.
32. Events after the balance sheet date
Since the end of the financial year, the Group has:
▪Won a significant multi-year Extra Large contract in the USA with an existing global corporate client. Ten will transition
service from the incumbent high-touch provider in late H1 FY 2025, with the launch of its digitally enabled concierge platform
scheduled for H2 FY 2025
▪Won a Medium contract in AMEA with a new corporate client, which is expected to transition from the incumbent provider
in late H1 FY 2025
In addition, the Group has:
▪Raised gross proceeds of £5.9m through the secondary placing of 9,332,853 new Ordinary Shares at 63 pence per share.
The funds raised will support the Group’s short-term working capital requirements for the launch of the two contract wins,
as well as having repaid related party loans outstanding of £1.45m in addition to strengthening its balance sheet.
There are no further subsequent events.
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
109
2024
2023
Note
£’000
£’000
Non-current assets
Investments
33
50,362
49,500
Total non-current assets
50,362
49,500
Current assets
Trade and other receivables
34
9
10
Cash and cash equivalents
36
5
6
Amounts due from Group undertakings
34
2,408
1,600
Total current assets
2,422
1,616
Total assets
52,784
51,116
Current liabilities
Trade and other payables
35
(195)
(159)
Total current liabilities
(195)
(159)
Net current assets
2,227
1,457
Net assets
52,589
50,957
Equity
Called up share capital
28
87
85
Share premium account
32,389
31,272
Retained earnings
20,113
19,600
Total equity
52,589
50,957
The Company has elected to take the exemption under Section 408 of the Companies Act 2006 from presenting the
parent company profit and loss account and related notes. The Company’s net loss after tax for the year was £349,000
(2023: £255,000 loss).
The financial statements were approved by the Board of Directors and authorised for issue on 12 November 2024 and are signed
on its behalf by:
Alex Cheatle
Alan Donald
Director
Director
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
110
Company Statement of Financial Position
as at 31 August 2024
Company No: 08259177
Share
Share
premium
Retained
capital
account
earnings
Total
Note
£’000
£’000
£’000
£’000
Balance at 1 September 2022
84
30,658
19,226
49,968
Loss for the period
—
—
(255)
(255)
Total comprehensive loss for the period
—
—
(255)
(255)
Equity-settled share-based payments charge
29
—
—
629
629
Issue of new share capital
1
614
—
615
Balance at 31 August 2023
85
31,272
19,600
50,957
Loss for the period
—
—
(349)
(349)
Total comprehensive loss for the period
—
—
(349)
(349)
Equity-settled share-based payments charge
29
—
—
862
862
Issue of new share capital
2
1,117
—
1,119
Balance at 31 August 2024
87
32,389
20,113
52,589
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
111
Company Statement of Changes in Equity
for the year ended 31 August 2024
2024
2023
Note
£’000
£’000
Cash flows from operating activities
Loss for the year after tax
(349)
(255)
Movement in working capital:
Increase in trade and other receivables
(807)
(405)
Increase in trade and other payables
36
45
Net cash used by operating activities
(1,120)
(615)
Cash flows from financing activities
Proceeds from issue of shares
1,119
615
Net cash generated by financing activities
1,119
615
Net decrease in cash and cash equivalents
(1)
—
Cash and cash equivalents at beginning of year
6
6
Cash and cash equivalents at end of the period
5
6
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
112
Company Statement of Cash Flows
for the year ended 31 August 2024
33. Investments
All investments held by the Company are investments in subsidiaries which are held at cost.
2024
2023
£’000
£’000
Investments in subsidiaries
50,362
49,500
Cost
At 31 August 2023
49,500
48,870
Additions
862
630
At 31 August 2024
50,362
49,500
Carrying amount
At 31 August 2023
49,500
At 31 August 2024
50,362
The addition in the year represents capital contributions of £0.86m made to the Company’s subsidiaries in respect of the
share option expense recognised on share options issued by the Company to employees of the appropriate subsidiaries.
Both of these transactions represent non-cash transactions during the year.
In the opinion of the Directors the value of the investment in the subsidiary undertakings is not less than the amount shown
above. As a result, no impairment has been recorded in the year (2023: £nil).
34. Trade and other receivables
2024
2023
£’000
£’000
Trade and other receivables
9
10
Amounts due from Group companies
2,408
1,600
2,417
1,610
Amounts due from Group companies are unsecured, interest-free, have no fixed repayment terms, and are repayable on demand.
35. Trade and other payables
2024
2023
£’000
£’000
Accruals
195
159
195
159
36. Cash and cash equivalents
2024
2023
£’000
£’000
Cash at banks and on hand – unrestricted
5
6
Cash and cash equivalents
5
6
Cash and cash equivalents in the statement of cash flows
5
6
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
113
Notes to the Company Financial Statements
37. Financial instruments and financial risk management
Financial instruments
The Company has limited financial liabilities as its primary purpose is to hold investments in other Group companies.
The Company’s receivables largely relate to its funding of the operations of the Group.
Financial assets
2024
2023
£’000
£’000
Cash at bank and in hand – unrestricted
5
6
Amounts due from Group companies
2,408
1,600
Trade and other receivables
9
10
Financial liabilities
2024
2023
£’000
£’000
Trade and other payables
195
160
FINANCIAL STATEMENTS
Ten Lifestyle Group Plc Annual Report and Accounts 2024
114
Notes to the Company Financial Statements continued
Ten Lifestyle Group Plc’s commitment to environmental issues
is reflected in this Annual Report, which has been printed on
Symbol Freelife Satin, an FSC® certified material.
This document was printed by L&S using its environmental
print technology, which minimises the impact of printing on
the environment, with 99% of dry waste diverted from landfill.
The printer is a CarbonNeutral® company.
Both the printer and the paper mill are registered to ISO 14001.
CBP028087
Registered office
Level 9, Regent’s Place
338 Euston Road
London
NW1 3BG
Company website
www.tenlifestylegroup.com
Company secretary
Keziah Watt
Advisers
Nominated adviser and broker
Singer Capital Markets Advisory LLP
1 Bartholomew Lane
London
EC2N 2AX
United Kingdom
Legal advisers to the Company
Memery Crystal LLP
165 Fleet Street
London
EC4A 2DY
Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Corporate Information
Ten Lifestyle Group Plc
Level 9, Regent’s Place
338 Euston Road
London NW1 3BG
United Kingdom
tenlifestylegroup.com