Group and Company Cash Flow Statement

For the year ended 31 December 2025

 

		Group	Group	Company	Company
		Year ended 31 December 2025	Year ended 31 December 2024	Year ended 31 December 2025	Year ended 31 December 2024
	Notes	£	£	£	£
(Loss)/profit before tax		(1,281,582)	1,392,030	867,481	(3,372,559)
Adjustments to reconcile profit before tax to cash generated from operating activities:
Other operating income		(11,133)	(12,478)	-	-
Finance income	4	(63,731)	(75,316)	(11,083)	-
Finance costs	4	176,026	196,460	124,430	143,475
Share-based compensation	19	173,940	263,395	173,940	263,395
Depreciation and amortisation	2	1,334,504	881,735	715,047	447,939
Profit on disposal of subsidiary		-	(150,000)	-	-
Dividend received		-	-	(3,406,863)	-
Loss on disposal of property, plant and equipment		-	1,180	-	-
Impairment of intangible asset	9	221,580	-	-	-
Impairment of investment in Group entity		-	-	102,770	729,132
Release of deferred consideration liability		-	(139,640)	-	(139,640)
Impairment of goodwill	9	-	139,640	-	-
(Increase)/decrease in accrued income, trade and other receivables	14	(109,490)	(250,281)	(113,007)	768,989
(Decrease)/increase in trade and other payables	16	(12,690)	(54,741)	2,607,197	2,540,273
Cash generated from operations		427,424	2,191,984	1,059,912	1,381,004
Cash generated from operating activities		427,424	2,191,984	1,059,912	1,381,004
Investing activities
Purchases of property, plant and equipment	11	(84,037)	(55,150)	-	-
Internally generated intangible expenditure		(1,006,533)	(1,439,020)	(978,005)	(1,142,517)
Proceeds from disposal of subsidiary		-	150,000	-	150,000
Proceeds from disposal of property, plant and equipment		-	1,900	-	-
Cash used in investment activities		(1,090,570)	(1,342,270)	(978,005)	(992,517)
Financing activities
Shares issued (net of costs)		55,000	-	55,000	-
Interest and similar income	4	66,535	78,732	10,350	-
Interest and similar charges	4	(124,430)	(96,903)	(124,430)	(96,903)
Lease payments	17	(411,323)	(316,342)	-	-
Settlement of loan note		-	(172,578)	-	(172,578)
Settlement of deferred consideration		-	(105,431)	-	(105,431)
Cash used in financing activities		(414,218)	(612,522)	(59,080)	(374,912)
(Decrease)/increase in cash and cash equivalents		(1,077,364)	237,192	22,827	13,575
Opening cash and cash equivalents		2,580,609	2,343,417	28,128	14,553
Closing cash and cash equivalents		1,503,245	2,580,609	50,955	28,128

 

The notes to the financial statements form an integral part of these financial statements.

Notes to the Financial Statements

For the year ended 31 December 2025

 

BAsis of preparation

 

Finseta is a public limited company, incorporated and domiciled in England. The Company was admitted to AIM, London Stock Exchange's market for small and medium size growth companies, on 6 April 2021. The registered office of the Company is 14-18 Copthall Avenue, London, EC2R 7DJ. These consolidated financial statements comprise the Company and its subsidiaries (together referred to as the "Group"). The main activities of the Group are set out in the Strategic Report of the Company's annual report and accounts for the year ended 31 December 2025 ("Annual Report 2025").

 

The financial statements contained in this announcement have been prepared in accordance with International Financial Reporting Standards as adopted by the United Kingdom ("IFRS") for the years ended 31 December 2024 and 31 December 2025. The financial statements have been prepared in sterling, which is the Group's presentation currency and the functional currency of each Group entity. They have been prepared using the historical cost convention except for the measurement of certain financial instruments.

 

The financial information set out in this announcement does not comprise statutory accounts for the year ended 31 December 2025 within the meaning of Section 434 of the Companies Act 2006 as it does not contain all the information required to be disclosed in the financial statements prepared in accordance with UK adopted International Accounting Standards. The financial information in this announcement has been extracted from the Annual Report 2025. The report of the auditor on the 31 December 2025 statutory financial statements was unqualified, did not include any references to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and did not contain a statement under Section 498(2) or Section 498(3) of the Companies Act 2006. The statutory accounts for the year ended 31 December 2025 have not yet been delivered to the Registrar of Companies.

 

The financial information for the year ended 31 December 2024 has been extracted from the Group's audited statutory financial statements which were approved by the Board of Directors on 22 April 2025, and which have been delivered to the Registrar of Companies for England and Wales. The report of the auditor on these financial statements was unqualified and did not contain a statement under Section 498(2) or Section 498(3) of the Companies Act 2006.

The parent Company accounts have also been prepared in accordance with IFRS (as adopted by the United Kingdom) and using the historical cost convention. The accounting policies set out below have been applied consistently to the parent Company where applicable.

 

Monetary amounts in these financial statements are rounded to the nearest pound.

  

The preparation of financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting year. These estimates and assumptions are based upon management's knowledge and experience of the amounts, events or actions. Actual results may differ from such estimates.

 

NEW STANDARDS, INTERPRETATIONS AND AMENDMENTS ADOPTED FROM 1 JANUARY 2025

 

The following amendments are effective for the period beginning 1 January 2025:

 

·      IFRS 19 Subsidiaries without Public Accountability: Disclosures

·      Amendments to IAS 21 - Lack of Exchangeability

·      Amendments to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments

 

The amendments had no impact on the Company's financial statements.

 

 

NEW AND REVISED IFRS STANDARDS IN ISSUE BUT NOT YET EFFECTIVE

 

At the date of authorisation of these financial statements, the Company has not applied the following new and revised IFRS Standards that have been issued but are not yet effective:

 

·      IFRS 18 Presentation and Disclosure in Financial Statements

               

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and its subsidiary undertakings. Entities are accounted for as subsidiary undertakings when the Group is exposed to or has rights to variable returns through its involvement with the entity and it has the ability to affect those returns through its power over the entity.

 

All subsidiary undertakings have an accounting reference date ended 31 December. Subsidiary entities are detailed in note 13.

 

Items included in the financial statements of each of the Group's subsidiary undertakings are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The consolidated financial statements are presented in sterling, which is the Company's functional and presentation currency.

 

During the year, Finseta Payments (DIFC) Limited and Finseta Payment Corp changed their functional currencies from sterling to United States dollars and Canadian dollars respectively, giving rise to a foreign currency translation reserve loss of £15,937 (2024: £nil).

 

Foreign currency transactions in each entity are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

 

GOING CONCERN

 

At 31 December 2025, the Group balance sheet showed a cash balance of £1,503,245 (31 December 2024: £2,580,609). The Group balance sheet also showed a liability of £1,800,000 (31 December 2024: £2,000,000) related to a loan note held by Robert O'Brien, the Company's largest shareholder, that is due for repayment on 31 December 2028.

 

The Directors have prepared cash flow forecasts covering a medium-term time horizon through to 31 December 2028. The Directors have derived forecast assumptions that are their best estimate of the future development of the Group's business, taking into account post year end trading, the fund raise in April 2026, the existing customer and partner base, current and future product offerings and the planned expansion into Europe. The Directors have also prepared scenario planning forecasts alongside their best-estimate forecast assumptions in order to stress test the base case assumptions. The best-estimate forecast assumptions and scenario planning both indicate sufficient cash resources to continue to finance the Group's working capital requirements over the forecast period.

 

For these reasons, the Directors continue to adopt the going concern basis of accounting in preparing the Group's financial statements.

 

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

revenue

The Group applies IFRS 15 Revenue from Contracts with Customers for the recognition of revenue. IFRS 15 established a comprehensive framework for determining whether, how much and when revenue is recognised. It affects the timing and recognition of revenue items, but not generally the overall amount recognised.

 

The performance obligations of the Group's revenue streams are satisfied on the transaction date or by the provision of the service for the period described in the contract. Revenue is not recognised where there is evidence to suggest that customers do not have the ability or intention to pay. The Group does not have any contracts with customers where the performance obligations have not been fully satisfied.

 

The Group derives revenue from the provision of foreign exchange and payment services. When a contract with a client is entered into, it immediately enters into a separate matched contract with its institutional counterparty.

 

Spot and forward revenue is recognised when a binding contract is entered into by a client and the rate is fixed and determined. Revenue represents the difference between the rate offered to clients and the rate received from its institutional counterparties.

 

INVESTMENTS

Investments in subsidiary undertakings are accounted for at cost less impairment.

 

FINANCIAL INSTRUMENTS

Financial assets and financial liabilities are recognised on the Group statement of financial position when the Group has become a party to the contractual provisions of the instrument.

 

Derivative financial instruments

Derivative financial assets and liabilities are carried as assets when their fair value is positive and as liabilities when their fair value is negative. Changes in the fair value of derivatives are included in the income statement. The Group's derivative financial assets and liabilities at fair value through profit or loss comprise solely of forward foreign exchange contracts.

 

Trade, loan and other receivables

Trade and loan receivables are initially measured at their transaction price. Trade and loan receivables are held to collect the contractual cash flows which are solely payments of principal and interest. Therefore, these receivables are subsequently measured at amortised cost using the effective interest rate method. The Directors have considered the impact of discounting trade and loan receivables whose settlement may be deferred for lengthy periods and concluded that the impact would not be material.

 

An impairment loss is recognised for the expected credit losses on trade and loan receivables when there is an increased probability that the counterparty will be unable to settle an instrument's contractual cash flows on the contractual due dates, a reduction in the amounts expected to be recovered or both.

 

Impairment losses and any subsequent reversals of impairment losses are adjusted against the carrying amount of the receivable and are recognised in profit or loss.

 

Trade payables

Trade payables are initially recognised at fair value and subsequently at amortised cost using the effective interest method.

 

Equity instruments

Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.

 

Financial liabilities

Financial liabilities are classified according to the substance of the contractual arrangements entered into. An instrument will be classified as a financial liability when there is a contractual obligation to deliver cash or another financial asset to another enterprise.

 

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less.

 

For the purposes of the cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of any outstanding bank overdraft that is integral to the Group's cash management.

 

Goodwill

Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group's interest in the fair value of the identifiable assets and liabilities of a subsidiary, associate or jointly controlled entity at the date of acquisition. Goodwill on acquisition of subsidiaries is separately disclosed in note 9.

 

Goodwill is not amortised; it is recognised as an asset, allocated to cash generating units for the purpose of impairment testing and reviewed for impairment at least annually. Any impairment is recognised immediately in profit or loss and is not subsequently reversed.

 

other INTANGIBLE aSSETS

An intangible asset, which is an identifiable non-monetary asset without physical substance, is recognised to the extent that it is probable that the expected future economic benefits attributable to the asset will flow to the Group and that its cost can be measured reliably. The asset is deemed to be identifiable when it is separable or when it arises from contractual or other legal rights.

 

Amortisation is charged on a straight-line basis through the profit or loss within administrative expenses. The rates applicable, which represent the Directors' best estimate of the useful economic life, are as follows:

 

Customer relationships                       - 5 years

Internally developed software          - 3 years

Cards                                                      - 3 years 

Software costs                                      - 3 years

Other intangible assets                       - 3 years

 

Trademarks are recognised as intangible assets and are expected to generate future economic benefits in perpetuity. Trademarks are not amortised. They are allocated to a cash generating unit and tested for impairment annually.

 

property, plant and equipment

All property, plant and equipment is initially recorded at cost and is subsequently measured at cost less accumulated depreciation and any recognised impairment loss.

 

Depreciation, which is charged through the profit or loss within administrative expenses, is provided at rates calculated to write off the cost less residual value of each asset over its expected useful life, as follows:

 

Computer equipment                                - 25% straight line

Leasehold improvements                          - in line with the term of the underlying leased asset

 

The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

 

LEASES

The Group as lessee

The Group assesses whether a contract is, or contains, a lease at inception of the contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (determined to be those with an initial discounted total obligation of less than £5,000). For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

 

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If that rate cannot be readily determined, the Group uses its incremental borrowing rate.

 

The incremental borrowing rate depends on the term, currency and start date of the lease and is determined based on a series of inputs including: the risk-free rate based on government bond rates; a country-specific risk adjustment; a credit risk adjustment based on bond yields; and an entity-specific adjustment when the risk profile of the entity that enters into the lease is different to that of the Group and the lease does not benefit from a guarantee from the Group.

 

Lease payments included in the measurement of the lease liability comprise:

 

·      Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable

·      Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date

·      The amount expected to be payable by the lessee under residual value guarantees

·      The exercise price of purchase options, if the lessee is reasonably certain to exercise the options

·      Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease

 

The lease liability is presented as a separate line in the consolidated statement of financial position.

 

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

 

·      The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate

·      The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used)

·      A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification

 

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

 

Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under IAS 37. To the extent that the costs relate to a right-of-use asset, the costs are included in the related right-of-use asset, unless those costs are incurred to produce inventories.

 

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the right-of-use asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

 

The right-of-use assets are presented as a separate line in the consolidated balance sheet.

 

The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the "Impairment of property, plant and equipment and intangible assets excluding goodwill" policy.

 

Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and the right-of-use asset. The related payments are recognised as an expense in the period in which the event or condition that triggers those payments occurs and are included within 'Administrative expenses' in the consolidated statement of comprehensive income.

 

As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Group has not used this practical expedient. For contracts that contain a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative standalone price of the lease component and the aggregate standalone price of the non-lease components.

 

PROVISIONS

Provisions are recognised when the Group has a present obligation as a result of a past event which it is probable will result in an outflow of economic benefits that can be reliably estimated.

 

SHARE CAPITAL

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in share premium as a deduction from the proceeds.

 

SHARE-BASED COMPENSATION

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the income statement over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted.

 

As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

 

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the income statement over the remaining vesting period. Where equity instruments are granted to persons other than employees, the income statement is charged with fair value of goods and services received.

 

Cancelled or settled options are accounted for as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

 

The proceeds received net of any attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

 

Fair value is measured by use of the Black-Scholes pricing model, which is considered by management to be the most appropriate method of valuation.

 

employee benefits

The Group operates a defined contribution pension scheme. The pension costs charged in the financial statements represent the contribution payable by the Group during the year.

 

The costs of short-term employee benefits are recognised as a liability and an expense in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

 

TAXATION

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date. Current income tax relating to items recognised directly in equity or other comprehensive income is recognised in equity and not in the consolidated statement of comprehensive income.

 

Deferred income tax is provided on all temporary differences at the reporting date arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax assets and liabilities are offset when the Group 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.

 

Deferred tax assets have been recognised in respect of the Group's tax losses carried forward.

 

Research and Development tax credits are recognised as receivables when they have been submitted to HMRC. The amount recognised is based on the expected value of the credit.

 

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

 

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

 

The Group makes estimates and assumptions concerning the future. The resulting accounting judgements will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

 

IMPAIRMENT

At each accounting reference date, the Group reviews the carrying amounts of its intangibles, property, plant and equipment and investments to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

 

Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. An intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired.

 

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

 

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried in at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

 

During the year, it was assessed that the Cards intangible asset required writing down, resulting in a charge to the consolidated statement of comprehensive income of £221,580 (see note 9). The recoverable amount of this asset was assessed by management to be its value in use.

 

SEGREGATED FUNDS

As part of its business model, the Group issues e-money on behalf of its customers. Funds held on behalf of customers are administered in accordance with the Financial Conduct Authority's safeguarding regime to ensure that customer funds are appropriately segregated from Group funds. Management have considered the underlying transaction against the recognition criteria of IFRS 9 and made the decision not to recognise these funds on the balance sheet, on the basis that they are not permitted to be used for any purpose within the business. As at 31 December 2025, the balance of funds safeguarded by the Group on behalf of its customers amounted to £14.9m (31 December 2024: £12.8m).

 

SHARE-BASED COMPENSATION

The fair value of share-based awards is measured using the Black-Scholes model which inherently makes use of significant estimates and assumptions concerning the future applied by the Directors. Such estimates and judgements include the expected life of the options and the number of employees that will achieve the vesting conditions. Further details of the share option scheme are given in note 19.

 

ALTERNATIVE PERFORMANCE MEASURES

The Group uses the alternative performance measure of adjusted EBITDA. This measure is not defined under IFRS, nor is it a measure of financial performance under IFRS.

 

This measure is sometimes used by investors to evaluate a company's operational performance with a long-term view towards adding shareholder value. This measure should not be considered an alternative, but instead supplementary, to profit/(loss) from operations and any other measure of performance derived in accordance with IFRS.

 

Alternative performance measures do not have generally accepted principles for governing calculations and may vary from company to company. As such, the adjusted EBITDA quoted within the Group statement of comprehensive income should not be used as a basis for comparison of the Group's performance with other companies.

 

ADJUSTED EBITDA

The Group uses adjusted EBITDA, defined as profit/(loss) from operations, adding back share-based compensation, transaction costs associated with the Group's acquisitions, impairment, depreciation and amortisation charges, profits/losses on the disposal of subsidiaries, operating income related to interest on client balances, deferred consideration income and IFRS 16 accounting transactions.

 

1    revenue and SEGMENTAL REPORTING

 

All of the Group's revenue arises from its activities within the UK (although a proportion of revenue is derived from customers incorporated or residing outside of the UK). Management considers there to be only one operating segment within the business based on the way the business is organised and the way results are reported internally.

                

Revenue is as follows:

 

	Group	Group
	Year ended 31 December 2025	Year ended 31 December 2024
	£	£
United Kingdom	12,413,149	11,354,451
Rest of world	12,860	-
	12,426,009	11,354,451

              

2    (LOSS)/PROFIT FROM OPERATIONS

 

	Group	Group
	Year ended 31 December 2025	Year ended 31 December 2024
	£	£
(Loss)/profit from operations is stated after charging/(crediting):
Share-based compensation	173,940	263,395
Expensed software development costs	106,129	92,594
Release of deferred consideration liability	-	(139,640)
Depreciation of property, plant and equipment	41,147	21,009
Depreciation of right-of-use assets	351,709	289,636
Amortisation of intangible assets	941,648	571,090
Profit on disposal of subsidiary	-	(150,000)
Impairment of goodwill (note 9)	-	139,640
Impairment of intangible asset (note 9)	221,580	-

 

Amounts payable to the Group's auditor in respect of both audit and non-audit services:

	Year ended 31 December 2025	Year ended 31 December 2024
	£	£
Audit Services
- Statutory audit	57,000	46,250
Other Services
The auditing of accounts of associates of the Company pursuant to legislation:
-  Audit of subsidiaries	53,500	52,750
	110,500	99,000

 

3    OTHER OPERATING INCOME

 

	Year ended 31 December 2025	Year ended 31 December 2024
		£
Interest receivable from client cash balances	49,427	176,221
Release of deferred consideration liability	-	139,640
	49,427	315,861

 

Interest receivable from client cash balances relates to interest earned on client funds held in approved safeguarding accounts which are interest bearing. Under the terms of the Group's Electronic Money Licence, the Group is not able to pass any of the interest earned back to its clients.

 

Whilst the interest stream is a positive inflow for the Group, the Group is mindful that aspects of its dynamics are driven by macroeconomics beyond its control. The Group has therefore chosen to recognise interest income on client balances as 'Other operating income', and not revenue on the face of the statement of comprehensive income. For the same reason, interest income has been excluded from the presentation of adjusted EBITDA.

 

Interest earned on the Group's own cash is recognised within 'Finance and other income' in the consolidated statement of comprehensive income.

 

The Group has recognised other operating income of £nil (2024: £139,640) in respect of the release of the deferred consideration liability related to the acquisition of Capital Currencies Limited.

 

4    INTEREST AND SIMILAR ITEMS

 

	Year ended 31 December 2025	Year ended 31 December 2024
		£
Total finance and other income
Bank interest receivable	60,309	75,316
Other interest	3,422	-
	63,731	75,316
Total finance costs
(Release)/unwinding of discount	-	16,572
Loan note interest	124,430	126,903
Other interest payable and charges	-	9
Interest on lease liabilities (note 17)	51,596	52,976
	176,026	196,460

 

5    EMPLOYEES

 

The average monthly numbers of employees in the Group (including the Directors) during the year was made up as follows (the Company has no employees other than the Directors):

 

	Year ended 31 December 2025	Year ended 31 December 2024
	Number	Number
Directors	6	6
Employees	46	37
	52	43
Employment costs	Year ended 31 December 2025	Year ended 31 December 2024
		£
Wages and salaries	3,801,070	2,796,846
Social security costs	369,222	264,486
Pension costs	115,658	93,813
Share-based compensation	173,940	134,345
	4,459,890	3,289,490

 

REMUNERATION OF KEY MANAGEMENT PERSONNEL

 

The remuneration of the Directors, who are the key management personnel of the Group, is set out below in aggregate. Further information about the remuneration of the individual Directors is provided in the Directors' Remuneration Report in the Annual Report 2025.

 

	Year ended 31 December 2025	Year ended 31 December 2024
		£
Salaries and fees	687,833	648,150
Bonus	69,888	128,480
Share-based compensation charge	7,444	59,236
Social security costs	112,221	101,467
Pension and other benefits	27,577	-
	904,963	937,333
	Number	Number
Number of Directors to whom retirement benefits are accruing under a defined contribution scheme	3	3

 

	Year ended 31 December 2025	Year ended 31 December 2024
		£
The remuneration in respect of the highest paid Director was:
Salaries	230,833	220,338
Bonus	34,188	74,360
Share-based compensation charge	-	26,977
Pension and other benefits	13,457	12,550
	278,478	334,225

 

During the year, no (2024: nil) Directors exercised any (2024: nil) share options.

 

6    Pension costs

 

The Group operates a defined contribution pension scheme. The scheme and its assets are held by independent managers. The pension charge represents contributions due from the Group and amounted to £135,164 (2024: £93,813). At 31 December 2025, contributions of £37,384 remained outstanding and are included within other payables (2024: £32,641).

 

7    taxation

 

The tax on the profit on ordinary activities for the period was as follows:

 

	Group	Group
	Year ended 31 December 2025	Year ended 31 December 2024
	£	£
Current Tax:
Current tax (credit)/charge	-	-
Deferred tax (credit)/charge	(169,421)	395,483
Income tax (credit)/charge	(169,421)	395,483
	Group	Group
	Year ended 31 December 2025	Year ended 31 December 2024
	£	£
(Loss)/profit before taxation	(1,281,582)	1,392,030
(Loss)/profit multiplied by main rate of corporation tax in the UK of 25% (2024: 25%)	(320,395)	348,007
Effects of:
Expenses not deductible for tax purposes	162,135	122,391
Income not taxable	(11,161)	(84,287)
Disposal of subsidiary	-	9,372
Income tax (credit)/expense	(169,421)	395,483

 

FACTORS AFFECTING FUTURE CHARGES

 

As at 31 December 2025, the Group had tax losses carried forward of £2,084,135 (31 December 2024: £1,588,998) in respect of which it had recognised a deferred tax asset of £521,034 (31 December 2024: £397,250). The total net deferred tax asset as at 31 December 2025 was £471,802 (31 December 2024: £302,381) (see note 12).

 

The tax rate applicable for the year ended 31 December 2025 was 25%.

 

8    earnings PER SHARE ("EPS")

 

	Year ended 31 December 2025	Year ended 31 December 2024
		£
Statutory (loss)/profit	(1,112,161)	996,547
Weighted average number of shares used in basic EPS	57,864,021	57,417,101
Effect of dilutive share options	-	2,779,343
Weighted average number of shares used in diluted EPS	57,864,021	60,196,444
Earnings per share (pence)
Statutory total earnings per share
Basic	(1.92)	1.74
Diluted	(1.92)	1.66

 

 

9    GROUP INTANGIBLE ASSETS

 

	Goodwill	Customer relationships	Internally developed software	Software costs	Trademarks	Cards	Total
COST	£	£	£	£	£	£	£
At 1 January 2025	420,300	615,756	2,632,144	15,611	116,590	296,503	4,096,904
Additions	-	-	1,012,758	-	29,273	28,527	1,070,558
At 31 December 2025	420,300	615,756	3,644,902	15,611	145,863	325,030	5,167,462
AMORTISATION
At 1 January 2025	139,640	336,710	1,317,128	15,611	-	-	1,809,089
Impairment	-	-	-	-	-	221,580	221,580
Charge for the year	-	123,151	715,047	-	-	103,450	941,648
At 31 December 2025	139,640	459,861	2,032,175	15,611	-	325,030	2,972,317
NET BOOK VALUE
At 31 December 2025	280,660	155,895	1,612,727	-	145,863	-	2,195,145
At 31 December 2024	280,660	279,046	1,315,016	-	116,590	296,503	2,287,816

 

The Cards intangible asset was assessed for impairment at the end of the year. Through this process it was determined that the fair value less the costs to sell of this asset was lower than its carrying value and should be written down, resulting in an impairment charge of £221,580 (2024: £nil).

 

Individual capitalised components of the internally developed software intangible asset are amortised over 3 years from the date available for use, resulting in remaining periods ranging from 0 to 3 years at 31 December 2025 (2024: 0 to 3 years). 

 

Company INTANGIBLE ASSETS

	Internally developed software	Trademarks	Total
	£	£	£
COST
At 1 January 2025	2,632,144	116,590	2,748,734
Additions	1,012,758	29,273	1,042,031
At 31 December 2025	3,644,902	145,863	3,790,765
AMORTISATION
At 1 January 2025	1,317,128	-	1,317,128
Charge for the period	715,047	-	715,047
At 31 December 2025	2,032,175	-	2,032,175
NET BOOK VALUE
At 31 December 2025	1,612,727	145,863	1,758,590
At 31 December 2024	1,315,016	116,590	1,431,606

 

10  GROUP RIGHT-OF-USE ASSETS

 

	Leasehold property
	£
COST
At 1 January 2025	868,907
Additions	187,395
Foreign exchange translation adjustment	(2,018)
At 31 December 2025	1,054,284
AMORTISATION
At 1 January 2025	362,045
Charge for the period	351,709
Foreign exchange translation adjustment	(281)
At 31 December 2025	713,473
NET BOOK VALUE
At 31 December 2025	340,811
At 31 December 2024	506,862

 

11  GROUP property, plant and equipment

 

	Computer equipment	Leasehold improvements	Equipment	Total
	£	£	£	£
COST
At 1 January 2025	101,945	14,583	6,994	123,522
Additions	27,590	-	57,302	84,892
Foreign exchange translation adjustment	-	-	(855)	(855)
At 31 December 2025	129,535	14,583	63,441	207,559
AMORTISATION
At 1 January 2025	45,616	13,844	146	59,606
Charge for the period	23,477	343	17,327	41,147
Foreign exchange translation adjustment	-	-	(60)	(60)
At 31 December 2025	69,093	14,187	17,413	100,693
NET BOOK VALUE
At 31 December 2025	60,442	396	46,028	106,866
At 31 December 2024	56,329	739	6,848	63,916

 

 

12  deferred tax

 

The Group recognised the following movements in deferred tax:

 

	Acquired intangibles	Fixed asset and other temporary differences	Tax losses	Total
	£	£	£	£
At 1 January 2024	(100,549)	(19,748)	818,161	697,864
(Charge)/credit in the year	30,789	(5,361)	(420,911)	(395,483)
(Liability)/asset at 31 December 2024	(69,760)	(25,109)	397,250	302,381
(Charge)/credit in the year	30,788	14,849	123,784	169,421
(Liability)/asset at 31 December 2025	(38,972)	(10,260)	521,034	471,802
			Current	-
			Non-current	471,802

 

The Company recognised the following movements in deferred tax:

 

	Fixed asset and other temporary differences	Tax losses	Total
	£	£	£
At 1 January 2024	(17,516)	625,084	607,568
(Charge)/credit in the year	14,136	(227,832)	(213,696)
(Liability)/asset at 31 December 2024	(3,380)	397,252	393,872
Credit in the year	3,796	123,784	127,580
Asset at 31 December 2025	416	521,036	521,452
		Current	-
		Non-current	521,452

 

13  investments

 

	Investments in subsidiaries £
Cost or Valuation
At 1 January 2025	6,835,901
At 31 December 2025	6,835,901
Accumulated Impairment
At 1 January 2025	116,255
Impairment	102,770
At 31 December 2025	219,025
Net Book Value at 31 December 2025	6,616,876
Net Book Value at 31 December 2024	6,719,646

 

At 31 December 2025, the Company recognised an impairment of £102,770 (2024: £116,255) reducing the carrying value to £nil (2024: £102,770).

 

Shares in subsidiary and associate undertakings are stated at cost. As at 31 December 2025, the Company owned the following principal subsidiaries, which are included in the consolidated accounts:

Subsidiary	Principal activity	Country of incorporation	Registered office	Percentage of ownership	Functional currency
Finseta Payment Solutions Limited	Foreign Exchange and Payment Services	Northern Ireland	14-18 Copthall Avenue, London, England, EC2R 7DJ	100	GBP
Finseta Payments (DIFC) Limited	Foreign Exchange and Payment Services	United Arab Emirates	Unit S301 Level 3 Emirates Financial Towers, Dubai International Financial Centre, United Arab Emirates	100	USD
Pangea FX Limited	Foreign Exchange White Label	England and Wales	14-18 Copthall Avenue, London, England, EC2R 7DJ	100	GBP
Finseta Payment Corp	Foreign Exchange and Payment Services	Canada	5577 153A Street, Suite 207, Surrey BC, V3S 5K7, Canada	100	CAD

 

Pangea FX Limited did not trade during 2025 and was struck off on 25 February 2026.

 

14  current trade and other receivableS

 

	Group 31 December 2025	Group 31 December 2024	Company 31 December 2025	Company 31 December 2024
	£	£	£	£
Trade receivables	361,091	271,481	-	-
Prepayments and accrued income	432,855	295,715	115,354	69,017
Derivative financial assets at fair value	688,560	733,887	-	-
Other receivables	129,299	288,469	-	-
Amounts due from Group undertakings	-	-	-	-
Taxes and social security	144,071	64,872	132,315	64,911
	1,755,876	1,654,424	247,669	133,928

 

For the year ended 31 December 2025, £64,643 was recorded as a bad debt expense (2024: £13,744).

 

 

15  loan notes                                                                                                                                             

 

	Group	Group	Company	Company
	31 December 2025	31 December 2024	31 December 2025	31 December 2024
	£	£	£	£
CURRENT
Loan notes	-	-	-	-
NON-CURRENT
Loan notes	1,800,000	2,000,000	1,800,000	2,000,000

 

The non-convertible loan note of £1,800,000 issued to Robert O'Brien is repayable on 31 December 2028 and has an 8.5% coupon rate payable quarterly in arrears. These represent revised terms following an agreement that was entered into between the Company and Robert O'Brien on 13 November 2025 to convert £200,000 of loan note principal into ordinary shares in the Company, at a subscription price of 19 pence per ordinary share, and to extend the repayment term from 31 July 2026 to 31 December 2028. As part of this process, the coupon rate on the outstanding loan principal was changed from 6% to 8.5%.

 

16  current trade and other payables

 

	Group	Group	Company	Company
	31 December 2025	31 December 2024	31 December 2025	31 December 2024
	£	£	£	£
Trade payables	537,126	293,680	161,425	88,185
Derivative financial liabilities at fair value	234,986	750,049	-	-
Other tax and social security	178,009	205,491	23,087	21,035
Other payables and accruals	912,342	687,755	134,026	198,009
Amount due to Group undertakings	-	-	3,713,205	4,902,006
	1,862,463	1,936,975	4,031,743	5,209,235

 

17  lEASE LIABILITIES

 

	Group	Group
Leasehold Property	31 December 2025	31 December 2024
	£	£
At 1 January	543,556	806,912
Additions	185,377	-
Finance costs	51,596	52,976
Payments	(411,323)	(316,332)
At 31 December	369,206	543,556
Current	342,444	297,439
Non-Current	26,762	246,117
Incremental borrowing rate	7.97%	7.97%

 

 

Maturity analysis

 

	Group	Group
Contractual undiscounted cash flows	31 December 2025	31 December  2024
	£	£
Less than one year	367,843	328,988
One to five years	28,786	254,068
More than five years	-	-
Total undiscounted lease liabilities at 31 December	396,629	583,056

 

18  Provision

 

	Group	Group
	31 December 2025	31 December 2024
	£	£
At 1 January	-	-
Additions	125,757	-
At 31 December	125,757	-
Current	-	-
Non-current	125,757	-

 

During the year, the Group received €150,000 from a partner in the Group's Card product in support of the costs to launch the product. Under the terms of the arrangement, the Group is required to achieve specified transaction volume targets in order to retain the funds without recourse. Based on management's assessment at the reporting date, it is considered unlikely that the required targets will be achieved and, accordingly, a provision has been recognised for the potential repayment obligation due in 2029.

 

19  Share capital AND Reserves

 

Allotted, called up and fully paid
	Ordinary shares	Share capital
	No.	£
Ordinary shares of £0.01 each as at 1 January 2025	57,417,101	574,171
Share option exercise	550,000	5,500
Conversion of loan note	1,052,632	10,526
Ordinary shares of £0.01 each at 31 December 2025	59,019,733	590,197

 

At 31 December 2025, share subscriptions of £nil remained unpaid (31 December 2024: £nil).

 

All ordinary shares are equally eligible to receive dividends and the repayment of capital and represent equal votes at meetings of shareholders.

 

During the year, 550,000 share options were exercised.

 

The Company issued and allotted 1,052,632 new ordinary shares to Robert O'Brien in respect of the conversion of £200,000 of loan note principal (see note 15).

 

The following describes the nature and purpose of each reserve within owner's equity:

Share capital: Amount subscribed for shares at nominal value.

Share premium: Amount subscribed for share capital in excess of nominal value, less costs of share issue.

Share-based payment reserve: The share-based payment reserve comprises the cumulative expense representing the extent to which the vesting period of warrants and share options has passed and management's best estimate of the achievement or otherwise of non-market conditions and the number of equity instruments that will ultimately vest.

Deferred consideration reserve: Reflects equity-based contingent consideration on the acquisition of subsidiaries.

Merger relief reserve: Effect on equity of the consideration shares issued over their nominal value.

Reverse acquisition reserve: Effect on equity of the reverse acquisition of Finseta Payment Solutions Limited.

Retained losses: Cumulative realised profits less cumulative realised losses and distributions made, attributable to the equity shareholders of the Company.

 

Options

 

The Company operates an Enterprise Management Incentive ("EMI") Scheme equity-settled share-based remuneration scheme for employees. 

 

Under the scheme, vested options are exercisable at any time. The options are also exercisable in the event of a change of control. If the option holder's employment within the Group is terminated, other than for gross misconduct, any options vested may be exercised within 90 days of such termination (12 months in the case of the option holder's death), otherwise the options lapse five years after the date of grant. The options also lapse, inter alia, if the option holder is adjudged bankrupt or proposes a voluntary arrangement or other scheme in relation to his/her debts.

 

	31 December 2025		31 December 2024
	Number	Weighted average exercise price	Number	Weighted average exercise price
		£		£
Outstanding at the beginning of the year	4,797,736	0.17	4,857,736	0.13
Granted during the year	340,000	0.26	730,000	0.34
Forfeited/waived during the year	(147,736)	(0.23)	(790,000)	(0.10)
Exercised during the year	(550,000)	(0.10)	-	-
Total outstanding	4,440,000	0.18	4,797,736	0.17
Total exercisable	3,379,797	0.15	3,346,470	0.13

 

The Black-Scholes model was used for calculating the cost of options. The model inputs for each of the options issued were:

 

GRANT DATE	22 February 2024	24 October 2024	20 February 2025	16 October 2025
Exercise price (pence)	31.8	37.0	35.5	13.75
Share price at grant date (pence)	31.0	37.0	35.5	13.75
Risk-free rate	4.20%	4.30%	4.30%	4.50%
Expected volatility	117.50%	124.00%	98.60%	115.20%
Contractual life (years)	5	5	5	5

 

The expected volatility reflects the assumption that historical volatility of comparable quoted companies is indicative of future trends, which may not necessarily be the actual outcome.

 

The weighted average contractual life of the options is five years (2024: five years).

 

During the year, 550,000 share options were exercised (2024: nil).

 

The Group's share-based compensation charge for the year ended 31 December 2025 of £173,940 (2024: £263,395) consists of £57,265 in relation to warrants granted in the Company (2024: £129,049) and £116,675 in respect of options granted in the Company (2024: £134,346).

 

No warrants were granted in the year (2024: nil).

 

20  Related party transactions

 

Details of key management compensation are included in note 5. Key management are considered to be the Directors of the Group. 

 

Transactions with subsidiaries

During the year, the Company entered into various transactions with its wholly-owned subsidiary Finseta Payment Solutions Limited, including software development charges, licences fees and working capital support. The net balance of transactions between the companies are held on an interest-free intra-Group loan, which has no terms for repayment. At the year end, the Company owed £3,713,204 (2024: £4,881,588) to Finseta Payment Solutions Limited and £nil (2024: £20,418) to Pangea FX Limited.

 

During the year ended 31 December 2025, Finseta Payment Solutions Limited owed £142,410 (2024: £142,701) in licensing costs and £441,853 (2024: £684,497) in tax relief to the Company. The Company owed Finseta Payment Solutions Limited £739,552 (2024: £728,653) relating to software development charges and £2,083,190 (2024: £2,688,748) for working capital support provided to the Company under interest free intra-Group loans. On 9 December 2025, the Company received a dividend of £3,406,863 from its subsidiary Finseta Payment Solutions Limited.

 

During the year ended 31 December 2025, Pangea FX Limited waived intra-Group debts owed to it in the amount of £20,418 (2024: £nil) due from the Company. The Company waived intra-Group debts owed to it in the amounts of £nil (2024: £58,130) due from Cornerstone - Middle East FZCO and £nil (2024: £34,927) due from Capital Currencies Limited, relating to working capital support provided by the Company under interest free intra-Group loans.

 

Other related parties

 

At the year end, the Company owed Robert O'Brien £1,800,000. This interest-bearing, non-convertible loan note is repayable on 31 December 2028. Robert O'Brien is the largest shareholder in the Company and is the Chief Commercial Officer of the Group. 

 

21  FINANCIAL INSTRUMENTS

 

FINANCIAL ASSETS

 

	Group	Group	Company	Company
	31 December 2025	31 December 2024	31 December 2025	31 December 2024
	£	£	£	£
DERIVATIVE FINANCIAL ASSETS
Foreign currency forward contracts with customers	682,862	272,736	-	-
Foreign currency forward contracts with institutional counterparty	5,698	461,151	-	-
	688,560	733,887	-	-
Cash and cash equivalents	1,503,245	2,580,609	50,955	28,128
Trade receivables	361,091	271,481	-	-
Other receivables	562,154	584,184	-	69,017
	3,115,050	4,170,161	50,955	97,145

 

FINANCIAL LIABILITIES

 

	Group	Group	Company	Company
	31 December 2025	31 December 2024	31 December 2025	31 December 2024
	£	£	£	£
DERIVATIVE FINANCIAL LIABILITIES
Foreign currency forward contracts with customers	232,137	301,590	-	-
Foreign currency forward contracts with institutional counterparty	2,849	448,459	-	-
	234,986	750,049	-	-
Trade payables	537,126	293,680	161,425	88,188
Other payables	912,342	687,755	3,847,231	5,784,512
Loan notes	1,800,000	2,000,000	1,800,000	2,000,000
	3,484,454	3,731,484	5,808,656	7,872,700

 

All financial assets and liabilities have contractual maturity of less than one year with the exception of loan notes of £1,800,000 (31 December 2024: £2,000,000).

 

Derivative financial assets and liabilities

Derivative financial assets not designated as hedging instruments

 

	31 December 2025		31 December 2024
	Fair Value	Notional Principal	Fair Value	Notional Principal
	£	£	£	£
Foreign currency forward contracts with customers	682,862	33,686,787	272,736	15,256,180
Foreign currency forward contracts with institutional counterparty	5,698	338,481	461,151	18,418,375
	688,560	34,025,268	733,887	33,674,555

 

Derivative financial liabilities not designated as hedging instruments

 

	31 December 2025		31 December 2024
	Fair Value	Notional Principal	Fair Value	Notional Principal
	£	£	£	£
Foreign currency forward contracts with customers	232,137	21,953,978	301,590	17,603,836
Foreign currency forward contracts with institutional counterparty	2,849	169,240	448,459	15,120,493
	234,986	22,123,218	750,049	32,724,329

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Foreign currency forward contracts are measured at fair value on a recurring basis.

 

There are three levels of fair value hierarchy:

·      Level 1 - the fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period.

·      Level 2 - valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

·      Level 3 - valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

 

Foreign currency forward contracts with customers generally require immediate settlement on the maturity date of the individual contract and fall into level 2 of the fair value hierarchy above. Level 2 comprises those financial instruments which can be valued using inputs other than quoted prices that are observable for the asset or liability either directly (i.e. prices) or indirectly (i.e. derived from prices). The fair value of forward foreign exchange contracts is measured using observable forward exchange rates for contracts with a similar maturity at the reporting date.

 

The net gain on financial assets at fair value through profit or loss for year ended 31 December 2025 was £2,220 (2024:  £175,379).

 

Financial instruments - risk management

 

Financial assets primarily comprise trade and other receivables, cash and cash equivalents and derivative financial assets. Financial liabilities comprise trade and other payables, shareholder loans and derivative financial liabilities. The main risks arising from financial instruments are market risk (including foreign currency risk and interest rate risk), liquidity risk, credit risk and counterparty risk.

 

Market risk

 

Market risk for the Group comprises foreign exchange risk and interest rate risk. The Group operates as a riskless matched principal broker for deliverable non-speculative spot and forward foreign currency transactions, with each trade with its clients matched with an identical trade with an institutional counterparty. Therefore, foreign exchange risk is mitigated through the matching of foreign currency assets and liabilities between clients and institutional counterparties which move in parity.

 

The Group's cash balances are primarily held in Pound Sterling and the Group does not hold significant cash balances in foreign currencies.

 

Interest rate risk affects the Group to the extent that it implicitly impacts the price of foreign currency forward contracts. However, this risk is mitigated in the same way as foreign currency risk.

 

Liquidity risk

 

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group has extensive controls to ensure that it has sufficient cash or working capital to meet its cash requirements to mitigate this risk.

 

As per the 'Going Concern' section above, the Directors have prepared cash flow forecasts covering a medium-term time horizon through to 31 December 2028. The Directors have derived forecast assumptions that are their best estimate of the future development of the Group's business, taking into account post year end trading, the fund raise in April 2026, the existing customer and partner base, current and future product offerings and the planned expansion into Europe. The Board reviews cash flow projections on a regular basis and has authority controls in place so as not to commit to material expenditure without being satisfied that sufficient funding is available to the Group.

 

The Group also has systems in place to monitor the margin requirements of its clients and its margin requirement with the institutional counterparty for the back-to-back foreign currency forward contract on a real-time basis and request any necessary top-up payment from the clients. The Group also has the right to close any position if no margin is given.

 

Credit risk

 

Credit risk is the risk that clients do not meet their contractual obligations in respect of the currency spot and forward contracts, which leads to a financial loss. All customers are subject to credit verification checks. Approximately 90% of the Group's trades are spot currency contracts, which are required to be settled within two working days. For forward currency contracts, as noted above, clients are required to provide margin that mitigates credit exposure. Trade limits are applied to all clients. The Group has systems to monitor trade limits and collateral requirements on a real-time basis. The Group does not have any significant concentration of exposures within its client base.

 

Counterparty risk

 

Each trade between a client and the Group is matched with an identified trade with Velocity Trade International ("Velocity"), which is a global foreign exchange liquidity and trade provider that provides pricing, execution and settlement services for the Group.

 

The Group also has brokerage accounts with alternative institutional counterparties and could transact with them instead if Velocity is unable to provide liquidity.

 

Management of settled and open trades are conducted via Currency Cloud, the GV (formerly Google Ventures) backed global payments and FX platform, and Banking Circle. Client funds are safeguarded with Banking Circle and Barclays in line with the Group's requirements under the Electronic Money Regulations 2011 for additional protection and to reduce counterparty risk.

 

22  CAPITAL MANAGEMENT

 

The capital structure of the business consists of cash and cash equivalents, debt and equity. Equity comprises share capital, share premium and retained losses and is equal to the amount shown as 'Equity' in the balance sheet. The Group's current objectives when maintaining capital are to:

 

·    safeguard the Group's ability to operate as a going concern so that it can continue to pursue its growth plans;

·    provide a reasonable expectation of future returns to shareholders; and

·    maintain adequate financial flexibility to preserve its ability to meet financial obligations, both current and long term.

 

The Group sets the amount of capital it requires in proportion to risk. The Group manages its capital structure and adjusts it in the light of changes in economic conditions and the risk characteristics of underlying assets.

 

The Company is subject to the following externally imposed capital requirements:

·    as a public limited company, the Company is required to have a minimum issued share capital of £50,000.

 

Finseta Payment Solutions Limited, a wholly-owned subsidiary of the Company, is subject to the following capital requirement under the Electronic Money Regulations 2011:

·    2% of the average outstanding e-money issued by the Electronic Money Institution (based on a 6-month rolling average), or the initial capital requirement of €350,000, whichever is the higher.

 

During the year, Finseta Payments (DIFC) Limited, a wholly-owned subsidiary of the Company, was subject to a minimum capital requirement of $242,000. The requirement increased to $553,000 as at 1 January 2026.

 

All companies within the Group complied with the above requirements during the year ended 31 December 2025.

 

23  EVENTS AFTER THE REPORTING DATE

 

On 17 April 2026, the Group completed a placing, subscription and retail offer, raising £0.9m before expenses, with 10,863,185 new shares being issued at 8.5 pence per ordinary share.  The primary purpose of this fund raise is to support the business's expansion into Europe coupled with providing additional liquidity to support the Group's wider growth strategy.

 

On 22 April 2026, the Company granted 1,100,000 share options to employees. All of the options are intended to qualify as Enterprise Management Incentive options pursuant to the Income Tax (Earnings and Pensions) Act 2003.