Information Memorandum

01Executive Summary

The opportunity, the issuer, and the terms — at a glance.

CM Beyer Limited (the “Company”) is a UK-incorporated marketing, advertising, and business management consultancy with a measurable track record since incorporation in February 2025. The Company is raising capital through unsecured loan notesA loan note is an IOU issued by a company. “Unsecured” means it is not backed by a charge over the Company’s assets — in insolvency, holders rank behind secured creditors. available to qualifying investors under exemptions in the Financial Promotion Order 2005FSMA 2000 (Financial Promotion) Order 2005. Sets out the exemptions that let companies communicate financial promotions without prior FCA approval, including to High Net Worth and Sophisticated Investors..

The Company has been profitable from inception, has declared multiple dividends from distributable profits, operates with a capital-light services model, and delivers consistently strong client outcomes (2.7x average ROIReturn on Investment — the financial benefit a client receives as a multiple of the fees they paid. 2.7x means £1 of fees generated £2.70 in measurable client benefit., 89% retention, NPSNet Promoter Score — a 0–100 measure of client loyalty. UK consulting industry average is around 42; a score above 70 is considered world-class. of 72). Proceeds from the loan note programme will be deployed into working capital, service-line expansion, technology and AI integration, and growth of the Australian subsidiary.

Investment highlights

• Fixed annual rates of 3.0% to 7.0%, set at subscription and held for the full term.
• Seven term options from 3 months to 10 years to match different investor horizons.
• Quarterly interest in arrears on all terms of 12 months and above.
• Profitable since inception with £336+ in dividends already declared.
• 18 client engagements delivered with 94% on-time delivery and an NPS of 72.
• Capital-light services model with no inventory, manufacturing, or large fixed assets.
• Transparent governance: published Articles, dividend history, ESG commitments, and Schedule of Charges.

Key terms summary

02Business Overview

Who we are, what we do, and how we operate.

2.1 The Company

CM Beyer Limited was incorporated on 7 February 2025 as a private company limited by shares, with registered office at Suite 53C Unimix House, Abbey Road, London NW10 7TR. The Company holds UK Trade Mark UK00004349102 in Classes 35 (advertising, business management) and 36 (financial and consultancy services), is VAT-registered (GB 515 2896 78), and is fully compliant with HMRC Making Tax Digital requirements.

Banking is provided by Lloyds Bank. The Company’s operating infrastructure is built on enterprise-grade systems: IONOS for hosting and EU data residency, Anthropic’s Claude for AI-assisted workflows, Semrush for marketing intelligence and competitive analysis, and DocuSign for legally binding document execution. This stack supports a small, expert delivery team without the fixed-cost overhead of traditional consultancies.

2.2 Ownership and governance

The Company has issued 100 ordinary shares at £100 each (£10,000 paid-up share capital). Sole director and member is Daniel Hunter. The Company operates under bespoke Articles of Association with a formal Director’s ResolutionA formal written decision made by the Director. In a single-director company this replaces board meetings. Each resolution is numbered, dated, and retained for at least ten years. framework: every material decision is documented in a numbered, dated resolution and retained for a minimum of ten years. This audit trail underpins the Company’s published Corporate Governance framework.

2.3 Service divisions

Operations are organised into four divisions, each with a defined remit, methodology, and measurable outcomes:

2.4 Revenue model

Revenue is generated through four channels: fixed-price project fees; monthly retained advisory retainers (the largest recurring-revenue component); campaign management fees on advertising media spend; and sales programme management fees for Direct Sales engagements. All pricing follows the published Schedule of Charges, which lists 500+ line items across 14 categories — every client engagement maps to published rates, eliminating opaque hourly billing.

2.5 Performance (FY2025/26)

Industry benchmarks drawn from MCA UK Consulting Industry Report 2025 and Bain & Co. NPS benchmarks. CM Beyer figures are management figures for the period to month-end prior to issue.

2.6 International operations

CM Beyer Australia Pty Ltd (ACN 694 721 992), at Suite 1146, Unit 5, 7 Eden Park Drive, Macquarie Park NSW 2113, operates as an independent entity under Australian law sharing the CM Beyer brand and methodology. The Australian operation extends the Company’s geographic reach without exposing UK creditors to Australian trading risk: the two entities are legally separate, though shared IP and operating standards preserve service consistency.

2.7 Regulatory and compliance framework

The Company operates within a comprehensive UK compliance perimeter. Marketing and advertising work is delivered under the CAP and BCAP CodesUK Code of Non-broadcast Advertising and Direct & Promotional Marketing (CAP) and UK Code of Broadcast Advertising (BCAP). Enforced by the Advertising Standards Authority.; data handling under UK GDPRUK General Data Protection Regulation — the retained-EU-law version of the GDPR that governs personal data processing in the UK, alongside the Data Protection Act 2018., the Data Protection Act 2018, and PECR 2003; consumer-facing programmes under the Consumer Rights Act 2015 and Consumer Contracts Regulations 2013; and employment matters under the Employment Rights Act 1996, Equality Act 2010, and National Minimum Wage Act 1998. Additional applicable regimes include the Bribery Act 2010, the Online Safety Act 2023, and the Companies Act 2006.

03Market Analysis

The size of the opportunity and the Company’s position within it.

3.1 The UK consulting market

The UK management consulting market is valued at approximately £18 billion (Management Consultancies Association, 2025), growing at high single digits and driven by structural demand: digital transformation, regulatory complexity, AI integration, and the persistent need for SMEs to access strategic capability they cannot afford to hire in-house.

3.2 Addressable segment

CM Beyer’s target market is UK SMEs with annual turnover between £500,000 and £50 million — businesses that are too large for freelance support but too small to be served economically by Big Four or top-tier consulting firms. This segment is consistently underserved: large firms price these clients out of meaningful engagements, while freelancers lack the breadth of capability to deliver integrated marketing, advertising, and management work. CM Beyer is positioned precisely in this gap.

3.3 Differentiation

3.4 Growth strategy

• Retained client acquisition — expanding the monthly recurring revenue base, which lowers earnings volatility and improves loan-note debt service coverage.
• Direct sales expansion — the highest-margin, most scalable division, with significant room to grow through programme replication.
• Digital services deepening — extending SEO, performance media, and programmatic capability where unit economics are strongest.
• Australian subsidiary growth — leveraging shared brand and methodology in a market with comparable demand dynamics and favourable regulatory parity.
• Thought leadership — published research (Client Impact Report, UK Direct Sales Report, Marketing Benchmarks UK) drives inbound enquiry and lowers client acquisition cost.

3.5 Why now

Three concurrent shifts in the SME consulting market support the timing of this capital raise: (i) SME marketing budgets are migrating from in-house teams to outsourced specialists as fixed-cost discipline tightens; (ii) AI tools have collapsed the cost of high-quality strategic and creative output, advantaging operators with the systems to use them at scale; and (iii) regulatory complexity (advertising standards, data protection, online safety) increasingly requires specialist compliance capability that mid-market clients cannot self-source.

04Financial Information

Trading, dividends, use of proceeds, and debt service.

4.1 Trading history

The Company commenced trading in February 2025 and generated revenue from its first month of operation. It has been profitable in every reported period, with multiple dividends declared and paid from distributable reservesA company’s accumulated realised profits minus accumulated realised losses, as defined in Part 23 of the Companies Act 2006. Dividends may only be paid out of these reserves — never out of capital. in accordance with Companies Act 2006 Part 23. Because the operating model is capital-light — no inventory, no manufacturing, no significant fixed assets — the majority of revenue converts to gross profit, supporting strong operating margins and disciplined working-capital management. Statutory accounts are filed at Companies House within statutory deadlines and are publicly accessible.

4.2 Dividend track record

The Company has declared the following dividends to date, each authorised by Director’s Resolution following confirmation of distributable profits:

Each distribution declared by Director’s Resolution under Companies Act 2006 Part 23, supported by interim management accounts confirming sufficient distributable profits. Full record at cmbeyer.co.uk/dividend-history/.

4.3 Use of proceeds

Subscription proceeds will be applied to the following purposes, in proportions determined by management consistent with prudent capital deployment:

• Working capital for client delivery, supporting the lag between project commencement and milestone billing.
• Service-line expansion into adjacent verticals and additional geographies where demand has been validated.
• Technology and AI infrastructure — extending the operating stack to support higher engagement volume without proportionate cost growth.
• Marketing, business development, and client acquisition — particularly inbound lead generation and thought leadership programmes.
• Australian subsidiary operations — funding the local working capital and growth investment required to scale the Australian entity.

4.4 Debt service coverage

Loan note interest in the range of 3.0% to 7.0% per annum is modest relative to project-level gross margin, providing a substantial coverage cushion at the Company’s current trading level. Management monitors the Debt Service Coverage RatioDSCR — the ratio of operating cash flow available for debt service, divided by total debt service due (interest plus principal). A DSCR above 1.0 means cash flow exceeds obligations. (DSCR) on a rolling basis and exercises subscription discipline: further subscriptions will be declined if accepting them would cause aggregate debt service to exceed the threshold at which serviceability becomes contingent on growth assumptions rather than current trading. This is a deliberate constraint on programme size designed to protect existing noteholders.

4.5 Capital structure

05Loan Note Terms

Rates, returns, and the contractual structure of the instrument.

5.1 Rate schedule

Rates indicative and fixed at the date of subscription. The Company may amend the rate schedule for future subscriptions; existing notes are unaffected.

5.2 Illustrative returns

The figures below illustrate gross interest at the stated rate, before any applicable tax. Investors are responsible for declaring interest to HMRC; see 5.3 Tax below.

5.3 Detailed terms

06Risk Factors

Material risks every prospective investor must consider. This list is not exhaustive.

07Legal and Regulatory

The legal basis on which this offer is made and the process for participation.

7.1 Financial promotion regime

This document is a financial promotion within the meaning of section 21 of the Financial Services and Markets Act 2000 (FSMA). The promotion is communicated in reliance on exemptions contained in the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“FPO”). It is directed only at, and may only be acted upon by, persons falling within the following categories:

7.2 Regulatory status

CM Beyer Limited is not authorised by the Financial Conduct Authority. The Company does not carry on any regulated activity within the meaning of FSMA. No application for FCA authorisation has been made and none is presently planned. The issuance of loan notes by a company to fund its own business is not, of itself, a regulated activity.

7.3 Subscription process

1. Self-certify your investor status. Complete the HNW or Sophisticated Investor self-certification at cmbeyer.co.uk/investor/.
2. Submit an Expression of Interest. Provide your preferred term and indicative amount. The EOI is non-binding on both sides.
3. Review by the Company. CM Beyer will review your EOI and contact you within 2 business days to confirm next steps or request further information.
4. Receive the formal documents. The Company will issue the Loan Note Instrument and the Subscription Agreement for your review.
5. Independent advice. Take the time to read the documents carefully and obtain independent financial and legal advice before signing.
6. Sign and fund. Sign the Subscription Agreement (DocuSign) and transfer subscription monies to the Company’s designated account.
7. Receive your certificate. Once funds are cleared, the Company will issue a Loan Note Certificate evidencing your holding.

7.4 Anti-money laundering

The Company conducts customer due diligence in accordance with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (“MLR 2017”). Investors may be asked to provide proof of identity, proof of address, and evidence of source of funds. Subscriptions may be delayed or declined pending satisfactory completion of these checks.

7.5 Data protection

Personal data submitted in connection with this offer is processed in accordance with the UK GDPR and the Data Protection Act 2018. The Company’s full Privacy Policy sets out the lawful bases for processing, retention periods, and your rights as a data subject. Data protection enquiries: privacy@cmbeyer.co.uk.

7.6 Complaints

Complaints relating to this investment should be addressed to compliance@cmbeyer.co.uk. The Company will acknowledge complaints within 2 business days and aim to provide a substantive response within 15 business days. Because the Company is not FCA-regulated, the Financial Ombudsman Service is not available for this investment.

7.7 Governing law

The Loan Note Instrument and Subscription Agreement are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute arising in connection with them.

08Company Information

Statutory details and supporting documents.

8.1 Supporting documents online

09How to Invest

Next steps for qualifying investors who wish to proceed.

If you have read this Information Memorandum in full, considered the risk factors, sought independent advice where appropriate, and consider that participation in the programme is consistent with your personal circumstances and investment objectives, the next step is to self-certify your status and submit a non-binding Expression of Interest.