TRUFIN PLC

Earnings Release • Mar 26, 2024

National Storage Mechanism | Additional information RNS Number : 2435I TruFin PLC 26 March 2024 26 March 2024 TruFin plc ("TruFin" or the "Company" or together with its subsidiaries "TruFin Group" or the "Group") FINAL RESULTS FOR THE 12 MONTHS ENDED 31 DECEMBER 2023 TruFin is pleased to announce its audited results for the 12 months ended 31 December 2023. TruFin's complete annual report and accounts, which set out these results in full detail with accompanying commentary, are now available on TruFin's website: www.Trufin.com/investors . Financial Highlights �� Gross revenue grew 34% to ��20.51m (2022: ��15.32m) driven by growth across all the subsidiaries �� Gross profit margin grew to 72% (2022: 70%) �� Adjusted EBITDA3 was ��(3.0)m (2022: ��(5.7) 2m), a 48% year-over-year improvement �� Adjusted Loss Before Tax3 ("LBT") was ��(6.1)2m (2022: ��8.2m) �� Cash and cash equivalents at year end totalled ��10.1m (��6.0m unrestricted) Company Highlights �� Oxygen Finance Limited ("Oxygen") EBITDA increased 11% to ��1.3m (2022: ��1.1m) �� Satago Financial Solutions Limited ("Satago") grew revenue by more than 71% to ��3.8m (2022: ��2.2m) after its platform was chosen to support invoice factoring solutions for Lloyds Bank plc ("Lloyds Bank" or the "Bank") customers �� Playstack Limited ("Playstack") grew revenue by more than 27% to ��8.0m (2022: ��6.3m) and secured the rights to the Mortal Shell franchise �� Vertus Capital Limited ("Vertus") was disposed of in October 2023 for ��3.2m Current Trading and Prospects �� Group revenue at 29 February 2024 was not less than ��5.8m (unaudited), growing 271% compared to same period in 2023. Much of this exceptional growth rate is as a result of the successful launch of Playstack's fastest selling game. Whilst it is still early in the year, this excellent start to 2024 provides a strong platform for the Group �� Oxygen revenue to 29 February 2024 grew 35% when compared to the same period in 2023 �� Satago has secured Bank of Ireland as its embedded finance partner in Ireland. This is Satago's first Tier-1 bank outside of the UK and signals significant interest in its platform globally �� Playstack released their fastest selling game on February 20 with more than one million units sold in the first 30 days. Playstack expects to release a further 5 games during 2024 James van den Bergh , TruFin CEO, said: "The overarching goal of 2023 was to solidify the Group's position in preparation for step changes in growth and profitability in the years ahead; we achieved this objective with growth and consolidation for all of the subsidiaries. Given the continued consistent performance of Oxygen, managed by Ben Jackson, it is only appropriate to repeat the same phrase we used last year and the year before: Oxygen, yet again, grew its client base, revenues and EBITDA. Shareholders can expect to hear that mantra repeated for many years to come. With more than 87% of the next four year's revenue already contracted, it is clear to me that the attractiveness of Oxygen will rise with every passing year. In addition, there is an exciting pipeline of opportunities for further growth within the existing client base. Oxygen also completed a planned investment of more than ��1.2m in its platform and people and acquired bidstats.uk, the UK's No 1 portal for public sector tendering. The financial benefits of this investment and acquisition is expected to be seen in 2024 and beyond. Having secured a landmark contract and investment from Lloyds, and signed an embedded finance agreement with Sage, this was a year of growth and consolidation for Satago. Working with such innovative and respected organisations as Lloyds and Sage is a privilege and we look forward to more developments with these partnerships in the coming months. Since the year end, Sinead McHale and her team have secured Bank of Ireland as their first Tier-1 Bank outside the UK. The list of blue-chip organisations that are looking to onboard Satago's platform continues to grow. Playstack optimised its operations over the year to focus on what the business is great at - sourcing and publishing PC and console games. With a growing back book, soon expected to reach more than 50% of revenues, and multiple new game releases secured, Playstack is now a diversified and run-rate profitable business with a repeatable and scalable business model. Securing the Mortal Shell franchise was also a welcome milestone - made possible by our exceptional shareholder base. The successful launch of Balatro this February deserves a mention - to sell one million units in less than 30 days is an incredible achievement. For TruFin, the important thing to note is that Balatro pushes Playstack's PC and console publishing business' "hit ratio" (success: failure ratio) to >95%. This bodes well for the future. 2024 will be an exciting year and I look forward to updating shareholders as to progress in the coming months." Notes 1 Includes revenues for Vertus until its disposal from the Group on 4 October 2023. Revenue per the statutory accounts P&L only reflects revenues for continuing operations at ��18.1m (2022: ��13.9m). 2 Adjusted as if Vertus sold on the corresponding date in 2022 i.e. 4 October 3 Includes performance for Vertus until its disposal from the Group on 4 October 2023, and adjusted to remove share-based payment charges implemented during 2023 Enquiries: TruFin plc James van den Bergh, Chief Executive Officer Kam Bansil, Investor Relations 0203 743 1340 07779 229508 Liberum Capital Limited (Nominated Adviser and Corporate broker) Chris Clarke Edward Thomas 0203 100 2000 About TruFin plc: TruFin plc is the holding company of an operating group comprising four growth-focused technology businesses operating in niche markets: early payment provision, invoice finance, IFA finance and mobile games publishing. The Company was admitted to AIM in February 2018 and trades under the ticker symbol: TRU. More information is available on the Company website: www.TruFin.com . Chair's Statement I am pleased to present TruFin's Annual Report and Accounts for 2023. I am equally pleased to report that the past 12 months have seen all of our businesses continue to deliver strong performances in the face of persisting macroeconomic challenges. Though the inflationary pressures that have marked the post-pandemic era are easing, monetary policy remains tight and central banks' next moves are hard to predict. Geopolitical uncertainty on multiple fronts, from the conflicts in Ukraine and Gaza to the upcoming US and UK elections, continues to build and impact the financial and economic outlook. We are not out of the woods yet. Despite this, TruFin delivered on its objectives during 2023 and is well positioned for the year ahead. During the year the Group realised ��3.2m from the sale of Vertus, whilst all three remaining investments posted double digit revenue growth. As a result, Group revenues were up by almost a third on the previous year. Such achievements are testament to the skill and resilience of our people and the strength of their visions. In a year of considerable progress, two key milestones at the Group level stand out. In June the management completed a heavily oversubscribed fundraising, strengthening the Group balance sheet and allowing further investment into Playstack's growing portfolio of game releases. The disposal of Vertus in October was also a significant moment in TruFin's strategic development, enabling management to focus on maximising-value in its three remaining businesses. In addition, there has been a determined focus on growing recurring revenues - software and licensing fee sales and game royalties - across the board. Looking ahead, this augurs well for predictability of future income, Group profitability, and shareholder value alike. It is especially pleasing to note that Playstack achieved its major goal for the year of achieving EBITDA profitability for the first time. It looks set for more of the same in 2024 thanks to its recent run of critically acclaimed game releases. It is also gratifying that Satago and Oxygen both performed in line with expectations, continuing their operational and financial progress. Such consistent positive momentum speaks to the success of the Group's strategy and marks a maturing of the business. Notably, the Group beat market expectations by significantly reducing EBITDA loss in 2023. We enter 2024 financially strong and on a clear path to future profitability. This continued upward trajectory is remarkable given the challenges of operating amid ongoing global instability and is a clear demonstration that TruFin possesses the resilience to prosper, despite the global headwinds. It remains only for me to thank all our staff for their commitment and hard work, as well as our shareholders for their continued support. Steve Baldwin Chair CEO's Review TruFin made significant progress in 2023. Undeterred by the unfavourable macroeconomic and corporate climate, our market-leading businesses have once again prospered, all recording double digit growth and laying the foundations for meaningful growth in the years ahead. As ever, Group support has been key to ensuring the ongoing success of TruFin's subsidiaries, particularly in such a challenging environment. The ��7.6m fundraising in June 2023 and the ��3.2m sale of Vertus in October 2023 have enabled the Group to continue to invest in its three remaining businesses and solidify their market positions. Moreover, the Vertus deal marks another step in executing the Group's strategy - to focus our assets on recurring and predictable sources of income in order to deliver significant value to our shareholders. 2023 Group performance Mirroring the strong performance of our subsidiaries, Group revenue increased 31% year-on-year to ��18.1m. Of this, 92% was from recurring software sales and licensing fees evidencing the continued success of TruFin's strategic pivot towards predictable and repeatable revenue sources. Key growth drivers during the period included 71% growth in revenues in Satago which more than doubled its paid subscribers (to 967) and deepened its ties with major partner Lloyds Bank as it began successfully migrating the Bank's existing customers onto its platform. Meanwhile Oxygen's core Early Payment business grew by 26% year-on-year, generating 65% of the subsidiary's total revenue. Playstack's revenues grew 27% on the back of an ever increasingly diversified portfolio of games. With three critically acclaimed releases during the year and a significant increase in its revenue-generating back catalogue - anticipated to contribute a meaningful proportion of 2024 revenues - Playstack is in an enviable position. At year end the Group had a cash balance of ��10.1m (including cash of ��4.1m in Satago which is not 100% owned). As such, unrestricted cash is no less than ��6.0m and the Group is fully funded to profitability. Current trading and prospects TruFin has had a strong start to the year with Group revenues for January and February expected to be not less than ��5.8m; a 271% increase over the same period in 2023. Playstack's latest game launch, Balatro, has contributed to much of this growth. It is important to note that this pace of growth is not expected to continue throughout the year. As always, growth, profitability and value crystallisation remain integral to TruFin's purpose and vision. Following the strong start in 2024, the Group's vision is even more tangible. Outlook If 2023 was the year of double-digit growth across the Group, 2024 is set to be the year of both further growth and improving profitability. Whilst mindful of the unsettled global political and economic picture, TruFin's steady yet ambitious stewardship of its subsidiaries in pursuit of shareholder value will continue. Targeted investment in all three businesses during the last 12 months is expected to produce scaled revenues and accelerate profitability. Ultimately this will result in significant shareholder returns. As we enter 2024 our businesses are well positioned for the years ahead, with two of the three now EBITDA profitable and the third poised to follow. Oxygen is set to consolidate its market dominance having invested heavily in its platform and people in 2023 as well as acquiring and successfully integrating bidstats.uk. With significant interest in its digitised proposition from both UK and overseas banks, Satago is ready to replicate the success of its flagship relationship with Lloyds Bank as well as capitalise further on its high-performing Lending-as-a-Service and Embedded Finance subscription services. Meanwhile Playstack, fresh from achieving its 2023 aim of EBITDA profitability, is close to concluding several major platform deals and will continue to focus relentlessly on its core strengths of sourcing and publishing video games. Its first release in 2024, the poker game Balatro, achieved profitability within an hour, earning it the accolade of Playstack's fastest selling game. Each of these achievements is underpinned by our ongoing investment in building lasting relationships with our customers and partners and delivering services tailored to their needs. Each one takes us ever closer to our ultimate goal of rewarding shareholders with significant value-creating transactions. On behalf of the Board, our staff, partners and stakeholders I would like to extend my thanks to our shareholders for continuing to stand behind TruFin, despite the headwinds we collectively face. We are buoyed by the progress made in 2023 and looking forward to compounding these gains by pursuing our objectives with optimism and determination in 2024. James van den Bergh Chief Executive Officer OXYGEN REVIEW 2023 performance Oxygen delivered revenues of ��6.2m, up 16% (2022: ��5.3m), with the increase driven by strong performance across all principal revenue streams. Such is Oxygen's confidence in the future, a ��1.2m investment was made during the year, and staff numbers increased by 15 to 72 to accelerate revenues in 2024 on beyond. In addition Oxygen was able to acquire and integrate bidstats.uk and make a dividend payment to the Group of ��0.5m, twice Oxygen's maiden dividend of ��0.25m in 2022. New business continued to progress well, with Oxygen still dominating the local government market. Combined trade-spending by Oxygen's Early Payment Programme clients increased by ��2.8bn, to a record of ��26.8bn. Oxygen's SaaS product portfolio also expanded, with new products creating incremental revenue. Over 50% of Oxygen's local authority Early Payment Programme clients also committed to at least one Oxygen SaaS subscription, up from 27% in 2022. The average Early Payment Programme client tenure, a measure of customer loyalty and Oxygen's success in renewing contracts, reached 7.1 years at the end of 2023 (2022: 6.6 years), adding additional resilience to Oxygen's recurring revenue streams. Early Payment Programme clients committed ��1.3bn in spending to more than 4,900 suppliers during 2023 (2022: ��1.1bn). New spend added during the year hit a record ��385m (2022: ��330m), 16% higher than the prior year. Oxygen's position as a financial technology company delivering social value strengthened significantly. Throughout 2023 more than 15,000 small businesses within Oxygen clients' local communities received over ��0.6bn in early payments - at no cost to the supplier. Oxygen made its Carbon Reporting tool freely available to the public sector to support the reduction of Scope 3 emissions and the consequential carbon impact. Current trading and prospects Indications from initial trading in 2024 are strong with double digit growth for recurring revenue streams continuing. Encouragingly, during 2023 circa ��1.5bn was issued for tender with early payment (EP) terms included by our clients, an increase of 35% on the previous year which bodes well for supplier participation in 2024. EP revenue in January was up 40% on 2023 YoY. Continued economic volatility and higher interest rates make Oxygen's EP solution increasingly attractive. Similarly, business development opportunities made available through the 60,000 monthly visitors to bidstats.uk will support SaaS growth in 2023. Interest from new early payment clients is strong, with more opportunities in the pipeline than ever before. SATAGO REVIEW 2023 performance During 2023, revenue increased more than 70% to ��3.8m (2022: ��2.2m). 2023 was a year of consolidation and growth for Satago. Importantly, Lloyds Bank began migrating existing factoring clients onto Satago's proprietary platform in H2 2023. Following this successful test phase, a material portion of existing Bank clients are expected to migrate during 2024. The next phase of the Satago platform was also successfully delivered during 2023, allowing the onboarding of the first 'new to Bank' customer. Delivering Lending as a Service ("LaaS") and Embedded Finance solutions for existing clients remains Satago's top priority. Looking ahead, the hard work carried out over the last five years has ensured the platform is ready to be leveraged by other partners - giving 10s of thousands of SMEs access to all the benefits of the Satago platform in the coming years. Satago's partners and pipeline are testament to the exciting future ahead. Satago's subscription packages performed strongly in 2023, with the number of paying subscribers more than doubling to 967 (2022: 430). Significant subscriber growth is expected to continue in 2024 and beyond. The platform's credit control and risk insights tools in particular are proving transformational to customers. Current trading and prospects Early 2024 has focused on product delivery for the Bank and the next phase of client wins. Meanwhile, the deep strategic relationship with Sage, the global leader in accounting software, will allow Satago to extend its core offerings of credit control and risk insights to SMEs globally. Satago has a growing pipeline of LaaS and Embedded Finance customers in the UK and Europe with a number of significant partnerships expected to launch throughout the year. PLAYSTACK REVIEW 2023 performance During the year, Playstack focused on scaling into a profitable and sustainable business, achieving full-year EBITDA profitability aided in part by an increasingly strong portfolio of games that reduced dependencies on the success of a single title. In 2023, over 85% of Playstack revenue was derived from six front-line titles; compared to four games in 2022 and one game in 2021. The future line-up of games continues to be extremely strong, largely due to the effectiveness of 'Magnitude', Playstack's proprietary sourcing toolset which assessed over 11,000 games during the year (up 275% compared to 2023) and continues to discover more than 80% of Playstack's pipeline - with multiple games now secured for 2024 and 2025 as a result of the technology. Playstack's game studio subsidiary, Magic Fuel Games Inc, successfully launched Cityscapes: Sim Builder as an exclusive release on Apple Arcade. The game was subsequently nominated for Best Game on Apple Arcade in 2023, and frequently features in the top-20 games on the service. Playstack launched two further titles during 2023: AK ��� Xolotl and The Last Faith, and two expansion packs for The Case of the Golden Idol, reinforcing Playstack's focus on broadening its portfolio of franchises and increasing long-term performance potential through reinvesting in successful games after release. During the year Playstack secured two new technology partner contracts, each bringing an additional revenue stream to the business over multiple years and providing long-term predictability. Current trading and prospects Playstack's publishing portfolio is the centre of its 2024 strategy, with regular planned updates to existing games and a minimum of five new games for release across the year, including two games to be released in partnership with platforms. The first new release of 2024, Balatro, quickly exceeded all expectations, reaching game profitably in one hour and surpassing one million units sold within a month. With the 2024 line-up already secured, the game discovery focus has turned to 2025 and 2026 to ensure an increasingly strong pipeline of titles for the years ahead. Back-book games remain a key component of future revenue modelling, with a minimum of 40% of 2024 revenues forecast to be derived from games introduced to market in 2022 and 2023. Playstack continues to assert its position as a leader in the games industry, and is navigating well-publicised industry challenges through carefully curated and selected games, a focus on cost management, and sustainable profitability. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Notes 2023 ��'000 2022 ��'000 Interest income 3 1,470 405 Fee income 3 9,348 7,138 Publishing income 3 7,313 6,317 Gross revenue 3 18,131 13,860 Interest, fee and publishing expenses (5,027) (4,207) Net revenue 13,104 9,653 Staff costs 5 (12.558) (11,641) Other operating expenses (5,850) (4,616) Depreciation & amortisation (1,922) (1,529) Net impairment on ���nancial assets 7 (109) (50) Share of (loss)/pro���t from associates (4) 1 Loss before tax (7,339) (8,182) Taxation 2, 9 962 1,267 Loss from continuing operations (6,377) (6,915) (Loss)/pro���t from discontinued operations 10 (963) 109 Loss for the year (7,340) (6,806) Other comprehensive income Items that may be reclassi���ed subsequently to pro���t and loss Exchange differences on translating foreign operations 126 (65) Other comprehensive income for the year, net of tax 126 (65) Total comprehensive loss for the year (7,214) (6,871) Loss for the year attributable to the owners of: TruFin plc TruFin plc (6,472) (6,637) Non-controlling interests (868) (169) (7,340) (6,806) Total comprehensive loss for the year attributable to the owners of: TruFin plc (6,350) (6,704) Non-controlling interests (864) (167) (7,214) (6,871) Total comprehensive (loss)/pro���t for the year attributable to Owners of TruFin plc from Continuing operations (5,190) (6,744) Discontinued operations (1,160) 40 (6,350) (6,704) Earnings per Share Notes 2023 pence 2022 pence Basic and diluted EPS 22 (6.5) (7.3) Basic and diluted EPS from continuing operations (5.3) (7.4) COMPANY STATEMENT OF COMPREHENSIVE INCOME Notes 2023 ��'000 2022 ��'000 Revenue 3 1,765 2,293 Staff costs 5 (2,106) (1,673) Other operating expenses (633) (660) Depreciation & amortisation (2) (2) Loss before tax (976) (42) Taxation 9 - - Loss and total comprehensive income for the year (976) (42) CONSOLIDATED STATEMENT OF FINANCIAL POSITION Notes 2023 ��'000 2022 ��'000 Assets Non-current assets Intangible assets 11 25,417 24,411 Property, plant and equipment 12 275 345 Deferred tax asse 9 250 250 Loans and advances 14 - 15,016 Total non-current assets 25,942 40,022 Current assets Cash and cash equivalents 10,140 10,273 Loans and advances 14 7,234 9,145 Interest in associate - 4 Trade receivables 15 2,385 2,149 Other receivables 15 4,975 3,899 Total current assets 24,734 25,470 Total assets 50,676 65,492 Equity and liabilities Equity Issued share capital 16 96,311 85,706 Retained earnings (31,017) (24,884) Foreign exchange reserve 59 (63) Other reserves (29,798) (26,531) Equity attributable to owners of the company 35,555 34,228 Non-controlling interest 20 2,385 5,876 Total equity 37,940 40,104 Liabilities Non-current liabilities Borrowings 17 1,047 16,764 Total non-current liabilities 1,047 16,764 Current liabilities Borrowings 17 6,157 1,783 Trade and other payables 18 5,532 6.841 Total current liabilities 11,689 8,624 Total liabilities 12,736 25,388 Total equity and liabilities 50,676 65,492 COMPANY STATEMENT OF FINANCIAL POSITION Notes 2023 ��'000 2022 ��'000 Assets Non-current assets Property, plant and equipment 2 4 Investments in subsidiaries 13 30,189 30,189 Amounts owed by group undertakings 59,089 54,835 Total non-current assets 89,280 85,028 Current assets Cash and cash equivalents 4,723 2,260 Trade and other receivables 15 161 138 Total current assets 4,884 2,398 Total assets 94,164 87,426 Equity and liabilities Equity Issued share capital 16 96,311 85,706 Retained earnings (6,679) (6,042) Other reserves 3,798 6,828 Total equity 93,430 86,492 Liabilities Current liabilities Trade and other payables 18 734 934 Total current liabilities 734 934 Total liabilities 734 934 Total equity and liabilities 94,164 87,426 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Share Retained Foreign exchange Other Non- controlling Total capital earnings reserve reserves Total interest equity ��'000 ��'000 ��'000 ��'000 ��'000 ��'000 ��'000 Balance at 1 January 2023 85,706 (24,884) (63) (26,531) 34,228 5,876 40,104 Loss for the year from continuing operations - (5,312) - - (5,312) (1,065) (6,377) Other comprehensive income for the year - - 122 - 122 4 126 Loss from discontinued operations - (1,160) - - (1,160) 197 (963) Total comprehensive loss for the year - (6,472) 122 - (6,350) (864) (7,214) Issuance of shares 10,605 (427) - (3,030) 7,148 - 7,148 Share based payment - 766 - - 766 - 766 Disposal of subsidiary - - - - - (2,620) (2,620) Purchase of subsidiary shares - - - (237) (237) (7) (244) Balance at 31 December 2023 96,311 (31,017) 59 (29,798) 35,555 2,385 37,940 Balance at 1 January 2022 73,548 (17,731) 4 (24,393) 31,428 1,023 32,451 Loss for the year - (6,637) - - (6,637) (169) (6,806) Other comprehensive income for the year - - (67) - (67) 2 (65) Total comprehensive loss for the year - (6,637) (67) - (6,704) (167) (6,871) Issuance of shares 12,158 (496) - (2,138) 9,524 - 9,524 Issuance of shares by subsidiary - (20) - - (20) 5,020 5,000 Balance at 31 December 2022 85,706 (24,884) (63) (26,531) 34,228 5,876 40,104 Share capital Share capital represents the nominal value of equity share capital issued. Retained earnings The retained earnings reserve represents cumulative net gains and losses. Foreign exchange reserve The foreign exchange reserve represents exchange differences which arise on consolidation from the translation of the ���nancial statements of foreign subsidiaries. Other reserves Other reserves consist of the merger reserve, the share revaluation reserve and shares issued at a discount. The merger reserve arose as a result of combining businesses that are under common control. As at 31 December 2023 it was a debit balance of ��33,358,000 (2022: ��33,358,000). The share revaluation reserve arose from the share cancellation that took place in February 2018. As at 31 December 2023 its balance was ��8,966,000 (2022: ��8,966,000). Shares issued at a discount arose from the share issuances that took place in April 2022 and July 2023. As at 31 December 2023 its balance was ��5,168,000 (2021: ��2,138,000). See Note 16 for further information. Non-Controlling Interest The non-controlling interest relates to the minority interest held in Bandana Media Limited, Playstack OY, Vertus Capital Limited, Vertus SPV1 Limited, Satago Financial Solutions Limited, Satago SPV1 Limited, Satago SPV2 Limited and Satago z.o.o. COMPANY STATEMENT OF CHANGES IN EQUITY Share capital Retained earnings Other reserves Total equity ��'000 ��'000 ��'000 ��'000 Balance at 1 January 2023 85,706 (6,042) 6,828 86,492 Total comprehensive loss for the year - (976) - (976) Issuance of shares 10,605 (427) (3,030) 7,148 Share based payment - 766 - 766 Balance at 31 December 2023 96,311 (6,679) 3,798 93,430 Balance at 1 January 2022 73,548 (5,504) 8,966 77,010 Total comprehensive loss for the year - (42) - (42) Issuance of shares 12,158 (496) (2,138) 9,524 Balance at 31 December 2022 85,706 (6,042) 6,828 86,492 The notes on pages 50 to 89 are an integral part of these ���nancial statements. CONSOLIDATED STATEMENT OF CASH FLOWS Notes 2023 ��'000 2022 ��'000 Cash ���ows from operating activities Loss before tax Continuing operations (7,339) (8,182) Discontinued operations (963) 162 Adjustments for Depreciation of property, plant and equipment 107 104 Amortisation of intangible assets 2,893 2,314 Share based payments 766 - Finance costs 569 175 Share of loss/(pro���t) from associate 4 (1) Loss on disposal of subsidiary 1,358 - Underlying trading pro���t from discontinued operations (396) (162) (3,001) (5,590) Working capital adjustments Movement in loans and advances (4,491) (2,181) Increase in trade and other receivables (1,398) (32) Increase/(decrease) in trade and other payables 390 (88) Net payables on acquisition of subsidiary - (67) (5,499) (2,368) Tax credit received 768 668 Interest and ���nance costs (416) (162) Net cash used in operating activities from continuing operations (8,148) (7,452) Cash ���ows from investing activities: Additions to intangible assets (5,452) (3,085) Additions to property, plant and equipment (42) (107) Acquisition of subsidiaries (1,421) (1,217) Disposal of subsidiary 3,147 - Cash on acquisition of subsidiary - 19 Cash in subsidiary on disposal (938) - Net cash used in investing activities from continuing operations (4,706) (4,390) Cash ���ows from ���nancing activities: Issue of ordinary share capital 7,148 9,524 Issue of ordinary share capital of subsidiary - 5,000 Net borrowings 17 5,393 (55) Lease payments (81) (28) Net cash generated from ���nancing activities from continuing operations 12,460 14,441 Net (decrease)/increase in cash and cash equivalents from continuing operations (394) 2,599 Net cash from discontinued operations 199 56 Cash and cash equivalents at beginning of the year 10,273 7,608 Effect of foreign exchange rate changes 62 10 Cash and cash equivalents at end of the year 10,140 10,273 COMPANY STATEMENT OF CASH FLOWS 2023 ��'000 2022 ��'000 Cash ���ows from operating activities Loss before income tax (976) (42) Adjustments for: Depreciation of property, plant and equipment 2 2 Interest income (1,657) (2,166) Share based payments 766 - Working capital adjustments (1,865) (2,206) (Increase)/decrease in trade and other receivables (22) 6 Decrease in trade and other payables (200) (94) (222) (88) Interest received 117 - Net cash used in operating activities (1,970) (2,294) Cash ���ows from investing activities Intragroup loans cash advanced (6,156) (5,750) Intragroup loans cash received 3,442 - Additions to property, plant and equipment - (6) Net cash generated used in investing activities (2,714) (5,756) Cash ���ows from ���nancing activities Issue of ordinary share capital 7,147 9,524 Net cash generated from ���nancing activities 7,147 9,524 Net increase in cash and cash equivalents 2,463 1,474 Cash and cash equivalents at beginning of the year 2,260 786 Cash and cash equivalents at end of the year 4,723 2,260 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Statutory information TruFin plc is a Company registered in Jersey and incorporated under Companies (Jersey) Law 1991. The Company's ordinary shares were listed on the Alternative Investment Market of the London Stock Exchange on 21 February 2018. The address of the registered of���ce is 26 New Street, St Helier, Jersey, JE2 3RA. 1. Accounting policies General information The TruFin Group (the "Group") is the consolidation of TruFin plc and the companies set out in the "Basis of consolidation" on pages 51-52. The principal activities of the Group are the provision of niche lending, early payment services and game publishing. The ���nancial statements are presented in Pounds Sterling, which is the currency of the primary economic environment in which the Group operates. Amounts are rounded to the nearest thousand. Basis of accounting The consolidated ���nancial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS"). Prior to 29 November 2017 and before the incorporation of TruFin plc and TruFin Holdings, the entities named above were under common control and therefore, have been accounted for as a common control transaction -that is a business combination in which all the combining entities or businesses are ultimately controlled by the same company both before and after the combination. IFRS 3 provides no speci���c guidance on accounting for entities under common control and therefore other relevant standards have been considered. These standards refer to pooling of assets and merger accounting and this is the methodology that has been used to consolidate the Group. After 29 December 2017, post the reorganisation, the entities constitute a legal group and accordingly the consolidated ���nancial statements have been prepared by applying relevant principles underlying the consolidation procedures of IFRS. Basis of preparation The results of the Group companies have been included in the consolidated statement of comprehensive income. Where necessary, adjustments have been made to the underlying ���nancial information of the companies to bring the accounting policies used into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation. The consolidated ���nancial statements contained in this document consolidates the statements of total comprehensive income, statements of ���nancial position, cash ���ow statements, statements of changes in equity and related notes for each of the companies listed in the "Basis of consolidation" on pages 51-52, which have been prepared in accordance with IFRS. Non-controlling interests, presented as part of equity, represent the portion of a subsidiary's pro���t or loss and net assets that is not held by the Group. The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests based on their respective ownership interests. Basis of consolidation The consolidated ���nancial statements include all of the companies controlled by the Group, which are as follows: Entities Country of incorporation Registered address Nature of the business % voting rights and shares held 26 New Street, St Helier, TruFin Holdings Limited ("THL") Jersey Jersey JE2 3RA Holding Company 100% of ordinary shares Satago Financial Solutions Limited ("Satago") (together with Satago 120 Regent Street, SPV 1, Satago SPV 2 and Satago London, United Kingdom, Provision of short term Poland) ("Satago Group") UK W1B 5FE ���nance 72% of ordinary shares 120 Regent Street, London, United Kingdom, Provision of short term Satago SPV 1 Limited ("Satago SPV 1") UK W1B 5FE ���nance 72% of ordinary shares 120 Regent Street, London, United Kingdom, Provision of short term Satago SPV 2 Limited ("Satago SPV 2") UK W1B 5FE ���nance 72% of ordinary shares 32-023 Krakow ul. Sw. Provision of short term Satago z.o.o (Satago Poland) Poland Krzyza 19/6 Poland ���nance 72% of ordinary shares 1st Floor Enterprise House, Oxygen Finance Group Limited ("OFGL") 115 Edmund Street, (together with OFL, BPL and OFAI) Birmingham, United ("Oxygen") UK Kingdom, B3 2HJ Holding Company 85% of ordinary shares 1st Floor Enterprise House, 115 Edmund Street, Birmingham, United Provision of early Oxygen Finance Limited ("OFL") UK Kingdom, B3 2HJ payment services 85% of ordinary shares 1st Floor Enterprise House, 115 Edmund Street, Birmingham, United Birmingham Procurement Limited ("BPL") UK Kingdom, B3 2HJ Not trading 85% of ordinary shares Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware Provision of early Oxygen Finance Americas, Inc ("OFAI") USA 19801, USA payment services 85% of ordinary shares 120 Regent Street, London, United Kingdom, Provision of technology TruFin Software Limited ("TSL") UK W1B 5FE services 100% of ordinary shares 120 Regent Street, London, United Kingdom, Provision of short term AltLending UK Limited ("AltLending") UK W1B 5FE ���nance 100% of ordinary shares 56a Poland Street, London, United Kingdom, Publishing of computer Playstack Limited ("Playstack") UK W1F 7NN games 100% of ordinary shares 56a Poland Street, London, United Kingdom, Publishing of computer Bandana Media Limited ("Bandana") UK W1F 7NN games 72% of ordinary shares 56a Poland Street, London, United Kingdom, Business and domestic PlayIgnite Ltd ("PlayIgnite") UK W1F 7NN software developer 100% of ordinary shares Publishing activities in Kamienna 21, 31-403 the ���eld of computer Playstack z.o.o ("PS Poland") Poland Krakow, Poland games 100% of ordinary shares Publishing activities in Mikonkatu 17 B, 00100 the ���eld of computer Playstack OY ("PS Finland") Finland Helsinki, Finland games 75% of ordinary shares Entities Country of incorporation Registered address Nature of the business % voting rights and shares held Developing, publishing Solbergav��gen 17, 17998 and selling electronic Playstack AB ("PS Sweden") Sweden F��rentuna, Sweden games 100% of ordinary shares Gust Delaware, 16192 Coastal Hwy, Lewes, Publishing of computer Playstack Inc ("Playstack USA") USA DE 19958 games 100% of ordinary shares Cogency Global Inc, 850 New Burton Road, Suite Business and domestic PlayIgnite Inc ("PlayIgnite USA") USA 201, Dover DE 19904 software developer 100% of ordinary shares 5424 Sunol Blvd Ste 10 PMB 1021, Pleasanton, CA Magic Fuel Inc ("Magic Fuel") USA 94566- 7705 Game developer 100% of ordinary shares * See Note 20 for the Group's effective economic ownership of the Satago Group. ** Nominal ownership of these companies is 85% due to the Oxygen Management Incentive Plan ("Oxygen MIP"). Effective economic ownership is 100% based on their Statements of Financial Position at the Reporting Date. *** The Playstack Group includes two associate companies incorporated in the UK which have been accounted for using the equity method. These are: �� A 27% interest in Storm Chaser Games Limited ("Storm Chaser Games") �� A 49% interest in Snackbox Games Ltd The Playstack Group included one associate company incorporated in the UK which was dissolved in the year �� A 42% interest in Military Games International Limited (dissolved on 18 April 2023) The Playstack Group disposed of its 49% interest in PlayFinder Games Ltd, an associate company incorporated in the UK On 4 October 2023, the Group disposed of its 54% ownership of Vertus Capital Limited and Vertus SPV Limited (together "Vertus"). The results for Vertus up to its disposal have been included within Discontinued operations, with comparatives restated accordingly. Principal accounting policies The principal accounting policies adopted in the preparation of the ���nancial statements are set out below. These policies have been applied consistently to all the ���nancial periods presented. The consolidated ���nancial statements have been prepared in accordance with European Union Endorsed International Financial Reporting Standards (IFRSs) and the IFRS Interpretations Committee (formerly the International Financial Reporting Interpretations Committee (IFRIC)) interpretations. These statements have been prepared on a going concern basis and under the historical cost convention except for the treatment of certain ���nancial instruments. Going concern The directors have prepared and reviewed detailed ���nancial forecasts of the Group and, in particular, considered the cash ���ow requirements for the period from the date of approval of these ���nancial statements to the end of June 2025. These forecasts sit within the Group's latest estimate and within the longer-term ���nancial plan, both of which have been updated on a regular basis. The directors are also mindful of the impact that the other risks and uncertainties set out on page 31 may have on these estimates and have considered several scenarios based on revenue, cost and funding sensitivities. As a consequence, the Directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Directors have adopted the going concern basis in preparing these ���nancial statements. Revenue recognition Net revenue Interest income and expense Interest income and expense for all ���nancial instruments except for those classi���ed as held for trading or measured or designated as at Fair Value Through Pro���t and Loss ("FVTPL") are recognised in "Net revenue" as "Interest income" and "Interest, fee and publishing expenses" in the pro���t or loss account using the effective interest method. The Effective Interest Rate ("EIR") is the rate that exactly discounts estimated future cash ���ows of the ���nancial instrument through the expected life of the ���nancial instrument or, where appropriate, a shorter period, to the net carrying amount of the ���nancial asset or ���nancial liability. The future cash ���ows are estimated taking into account all the contractual terms of the instrument. The calculation of the EIR includes all fees and points paid or received between parties to the contract that are incremental and directly attributable to the speci���c lending arrangement, transaction costs and all other premiums or discounts. The interest income/expense is calculated by applying the EIR to the gross carrying amount of non-credit impaired ���nancial assets (that is, to the amortised cost of the ���nancial asset before adjusting for any expected credit loss allowance), or to the amortised cost of ���nancial liabilities. For credit-impaired ���nancial assets, as de���ned in the ���nancial instruments accounting policy, the interest income is calculated by applying the EIR to the amortised cost of the credit-impaired ���nancial assets, that is, to the gross carrying amount less the allowance for Expected Credit Losses ("ECLs"). Fee income Fee income for the Group is earned from payments services fees, implementation fees, consultancy fees and subscription fees. Payment services provided by Oxygen comprises the following elements: Early Payment Programme Services ("EPPS") contracts Oxygen's EPPS generate rebates (ie discounts on invoice value) for its clients by facilitating the early payment of supplier invoices. Oxygen's single performance obligation is to make its intellectual property and software platform available to its clients for the duration of their contracts. Oxygen bills its clients monthly for a contractually agreed share of supplier rebates generated by their respective Early Payment Programmes during the previous month. This revenue is recognised in the month the rebates are generated. Implementation fees Oxygen Implementation fees Implementation fees are charged to some clients in establishing a client's technological access to the EPPS and in otherwise readying a client to bene���t from the Services. Establishing access to the company's intellectual property and software platform does not amount to a distinct service as the client cannot bene���t from the initial access except by the company continuing to provide access for the contract period. Where an implementation fee is charged, it is therefore a component of the aggregate transaction price of the EPPS. Accordingly, such revenue is initially deferred and then recognised in the statement of comprehensive income over the life of the related EPPS. Satago Implementation fees Implementation fees are in line with contractual agreements and relate to Lending as a Service projects. Consultancy fees Oxygen provides stand-alone advisory services to clients. Revenue is accrued as the underlying services are provided to the client. Playstack earns revenue where one or more people are billed directly to a client for the provision of services. Subscription fees Insight services subscription fees The Insight Services offered by OFL provide focussed public sector procurement data and analytics on a subscription basis. Clients cover both the private sector, enabling them to improve and develop their engagement with the public sector, and public sector organisations, enabling them to make more informed procurement decisions. Subscriptions are typically received in advance and recognised over the length of the contract as access to the database is provided. Satago subscription fees These are monthly fees for access to Satago's platform. Subscriptions are received in advance and recognised during the month the subscription relates to. Fee expenses Fee expenses are directly attributable costs, associated with the Oxygen's EPPS. The expenses include amortisation arising from capitalised contract costs incurred directly through activities which generate fee income. Amortisation arising from other intangible assets is recognised in depreciation and amortisation. Publishing income Publishing income for the Group is earned by companies in the Playstack Group and comprises the following elements. Publishing income is recognised at the fair value of consideration received or receivable for goods and services provided and is shown net of VAT and any other sales taxes. The fair value takes into account any trade or volume discounts and commission retained. In App Purchases (IAP) revenue IAP revenue is earned on the sale of mobile games and features within those games. It is recognised when the game or feature is sold. Advertising revenue Advertising revenue is earnings from featuring third party advertising within mobile games. It is recognised when these advertisements are featured within the games. Console and Platform revenue Console revenue is earned on the sale of video games for consoles. It is recognised when the game is sold. Platform revenue is earned through partnership directly with hardware platform holders in return for exclusive access to one or more games on their service. Revenue is recognised either on the completion of agreed milestones, across the term of the agreement for live-managed games, or a combination of the two. Brand revenue Brand revenue is when a mobile game player signs up to an advertised brand in a mobile game. Revenue is recognised when the brand has con���rmed acquisition of the customer. Publishing expenses Publishing expenses are directly attributable costs, associated with the Playstack Group's publishing income. These costs are included at their invoiced value and are net of VAT and any other sales tax. Foreign currencies The results and ���nancial position of each Group company are expressed in Pounds Sterling, which is the functional currency of the UK based members of the Group and the presentation currency for the consolidated ���nancial statements. Transactions in foreign currencies are translated to the Group companies' functional currency at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Foreign exchange differences arising on translation are recognised in the consolidated statement of comprehensive income. In preparing the consolidated ���nancial statements, the assets and liabilities of the Group's foreign operations are translated at the exchange rate at the reporting date. Income and expense items are translated at the average exchange rates for the year. Exchange differences arising, are recognised in other comprehensive income and are accumulated in the Foreign exchange reserve equity section. Property, plant and equipment All property, plant and equipment is stated at historical cost (or deemed historical cost) less accumulated depreciation and less any identi���ed impairment. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. Depreciation is provided on all property, plant and equipment at rates calculated to write each asset down to its estimated residual value on a straight line basis at the following annual rates: Leasehold improvements - 5 years Fixtures and ���ttings - 3 years Computer equipment - 3 -5 years Useful economic lives and estimated residual values are reviewed annually and adjusted as appropriate. Intangible assets Identi���able intangible assets are recognised when the Group controls the asset, it is probable that future economic bene���ts attributed to the asset will ���ow to the Group and the cost of the asset can be reliably measured. Intangible assets with ���nite lives are stated at acquisition or development cost less accumulated amortisation and less any identi���ed impairment. The amortisation period and method is reviewed at least annually. Changes in the expected useful life or the expected pattern of consumption of future economic bene���ts embodied in the asset are accounted for by changing the amortisation period or method, as appropriate and are treated as changes in accounting estimates. Computer software Computer software which has been purchased by the Group from third party vendors is measured at initial cost less accumulated amortisation and less accumulated impairments. Computer software also comprises internally developed platforms and the costs directly associated with the production of these identi���able and unique software products controlled by the Group. They are probable of producing future economic bene���ts. They primarily include employee costs and directly attributable overheads. Internally generated intangible assets are only recognised by the Group when the recognition criteria have been met in accordance with IAS 38: Intangible Assets as follows: �� expenditure can be reliably measured �� the product or process is technically and commercially feasible �� future economic bene���ts are likely to be received �� intention and ability to complete the development, and �� view to either use or sell the asset in the future. The Group will only recognise an internally-generated asset should it meet all the above criteria. In the event of a development not meeting the criteria it will be recognised within the statement of pro���t or loss in the period incurred. Capitalised costs include all directly attributable costs to the development of the asset. Internally generated assets are measured at capitalised cost less accumulated amortisation less accumulated impairment losses. The internally generated asset is amortised at the point the asset is available for use or sale. The asset is amortised on a straight-line basis over the useful economic life with the remaining useful economic life and residual value being assessed annually. Any subsequent expenditure on the internally generated asset is only capitalised if the cost increases the future economic bene���ts of the related asset. Otherwise all additional expenditure should be recognised through the statement of pro���t or loss in the period it occurs. Contract assets Contract assets comprise the directly attributable costs incurred at the beginning of an Early Payment Scheme Service contract to revise a client's existing payment systems and provide access to the Group's software and other intellectual property. These implementation (or "set up") costs are comprised primarily of employee costs. Amortisation is charged to the statement of comprehensive income over the estimated useful lives of intangible assets from the date they are available for use, on a straight-line basis. The amortisation basis adopted for each class of intangible asset re���ects the Group's consumption of the economic bene���t from that asset. Estimated useful lives The estimated useful lives of ���nite intangible assets are as follows: Computer software - 3 -5 years Contract assets - Life of underlying contract (typically 5 years) Goodwill Goodwill arising on acquisition represents the excess cost of a business combination over the fair values of the Group's share of the identi���able assets and liabilities at the date of the acquisition. When part of the consideration transferred by the Group is deferred or contingent, this is valued at its acquisition date fair value, and is included in the consideration transferred in a business combination. Changes in the deferred or contingent consideration, which occur in the measurement period, are adjusted retrospectively, with corresponding adjustments to goodwill. Goodwill is not amortised but is reviewed at least annually for impairment. For the purpose of impairment testing, goodwill is allocated to each Cash Generating Unit ("CGU"). Each CGU is consistent with the Group's primary reporting segment. Any impairment is recognised immediately through the income statement and is not subsequently reversed. On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of pro���t or loss on disposal. Financial instruments Initial recognition Financial assets and ���nancial liabilities are recognised in the Group's statement of ���nancial position when the Group becomes a party to the contractual provisions of the instrument. Financial assets and ���nancial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of the ���nancial assets and ���nancial liabilities (other than ���nancial assets and ���nancial liabilities at FVTPL) are respectively added to or deducted from the fair value of the ���nancial assets or ���nancial liabilities, as appropriate, on initial recognition. Transaction costs that are directly attributable to the acquisition of ���nancial assets and ���nancial liabilities at FVTPL are recognised immediately in pro���t or loss. Financial assets Classi���cation and reclassi���cation of ���nancial assets Recognised ���nancial assets within the scope of IFRS 9 are required to be classi���ed as subsequently measured at amortised cost, FVTOCI or FVTPL on the basis of both the Group's business model for managing the ���nancial assets and the contractual cash ���ow characteristics of the ���nancial assets. Financial assets are reclassi���ed if and only if, the business model under which they are held is changed. There has been no such change in the allocation of assets to business models in the periods under review. Loans and advances Loans and advances are held within a business model whose objective is to hold those ���nancial assets in order to collect contractual cash ���ows. The contractual terms of the loan agreements give rise on speci���ed dates to cash ���ows that are solely payments of principal and interest or fees on the principal amount outstanding. After initial measurement, loans and advances to customers are subsequently measured at amortised cost using the Effective Interest Rate method (EIR) less impairment. Amortised cost is calculated by taking into account any fees or costs that are an integral part of the EIR. The EIR amortisation is included in interest and similar income in the statement of comprehensive income. The losses arising from impairment are recognised in the statement of comprehensive income and disclosed with any other similar losses within the line item "Net impairment losses on ���nancial assets". Where cash ���ows are signi���cantly different from the original expectations used to determine EIR, but where this difference does not arise from a modi���cation of the terms of the ���nancial instrument, the Group revises its estimates of receipts and adjusts the gross carrying amount of the ���nancial asset to re���ect actual and revised estimated contractual cash ���ows. The Group recalculates the gross carrying amount of the ���nancial asset as the present value of the estimated future contractual cash ���ows discounted at the ���nancial instrument's original EIR. The adjustment is recognised in statement of comprehensive income as income or expense. Trade and other receivables Trade receivables do not contain any signi���cant ���nancing component and accordingly are recognised initially at transaction price, and subsequently measured at cost less expected credit losses. Investments in subsidiaries Investments in subsidiaries are accounted for at cost less impairment in the Company's ���nancial statements. Cash and cash equivalents Cash and cash equivalents comprise cash balances and demand deposits and short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insigni���cant risk of changes in value. Impairment The Group (and Company) recognises loss allowances for Expected Credit Losses ("ECLs") on the following ���nancial instruments that are not measured at FVTPL: �� Loans and advances; �� Other receivables; �� Trade receivables; and �� Intercompany receivables ECLs are measured through loss allowances calculated on the following bases: ECLs are a probability-weighted estimate of the present value of credit losses. These are measured as the present value of the difference between the cash ���ows due to the Group under the contract and the cash ���ows that the Group expects to receive arising from the weighting of future economic scenarios, discounted at the asset's EIR within the current performing book. The Group measures ECL on an individual basis, or on a collective basis for portfolios of loans that share similar credit risk characteristics. The loss allowance is measured as the present value of the difference between the contractual cash ���ows and cash ���ows that the Group expects to receive using the asset's original EIR, regardless of whether it is measured on an individual basis or a collective basis. A ���nancial asset that gives rise to credit risk, is referred to (and analysed in the notes to this ���nancial information) as being in "Stage 1" provided that since initial recognition (or since the previous reporting date) there has not been a signi���cant increase in credit risk, nor has it has become credit impaired. For a Stage 1 asset, the loss allowance is the "12-month ECL", that is, the ECL that results from those default events on the ���nancial instrument that are possible within 12 months from the reporting date. A ���nancial asset that gives rise to credit risk is referred to (and analysed in the notes to this ���nancial information) as being in "Stage 2" if since initial recognition there has been a signi���cant increase in credit risk but it is not credit impaired. For a Stage 2 asset, the loss allowance is the "lifetime ECL", that is, the ECL that results from all possible default events over the life of the ���nancial instrument. A ���nancial asset that gives rise to credit risk is referred to (and analysed in the notes to this ���nancial information) as being in "Stage 3" if since initial recognition it has become credit impaired. For a Stage 3 asset, the loss allowance is the difference between the asset's gross carrying amount and the present value of estimated future cash ���ows discounted at the ���nancial asset's original EIR. Further, the recognition of interest income is calculated on the carrying amount net of impairment rather than the gross carrying amount as for stage 1 and stage 2 assets. If circumstances change suf���ciently at subsequent reporting dates, an asset is referred to by its newly appropriate Stage and is re-analysed in the notes to the ���nancial information. Where an asset is expected to mature in 12 months or less, the "12 month ECL" and the "lifetime ECL" have the same effective meaning and accordingly for such assets the calculated loss allowance will be the same whether such an asset is at Stage 1 or Stage 2. However, the Group monitors signi���cant increase in credit risk for all assets so that it can accurately disclose Stage 1 and Stage 2 assets at each reporting date. Lifetime ECLs are recognised for all trade receivables using the simpli���ed approach. Signi���cant increase in credit risk -policies and procedures for identifying Stage 2 assets The Group compares the risk of a default occurring on the ���nancial instrument as at the reporting date with the risk of a default occurring on the ���nancial instrument as at the date of initial recognition in order to determine whether credit risk has increased signi���cantly. See Note 19 for further details about how the Group assesses increases in signi���cant credit risk. De���nition of a default Critical to the determination of signi���cant increases in credit risk (and to the determination of ECLs) is the de���nition of default. Default is a component of the Probability of Default ("PD"), changes in which lead to the identi���cation of a signi���cant increase in credit risk and PD is then a factor in the measurement of ECLs. The Group's de���nition of default for this purpose is: �� a counterparty defaults on a payment due under a loan agreement and that payment is more than 90 days overdue, or �� within the core invoice ���nance proposition, where one or more individual ���nance repayments are beyond 90 days overdue, management judgement is applied in considering default status of the client. �� the collateral that secures, all or in part, the loan agreement has been sold or is otherwise not available for sale and the proceeds have not been paid to the lending company; or �� a counterparty commits an event of default under the terms and conditions of the loan agreement which leads the lending company to believe that the borrower's ability to meet its credit obligations to the lending company is in doubt. The de���nition of default is similarly critical in the determination of whether an asset is credit-impaired (as explained below). Credit-impaired ���nancial assets -policies and procedures for identifying Stage 3 assets A ���nancial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash ���ows of the ���nancial asset have occurred. IFRS 9 states that evidence of credit-impairment includes observable data about the following events: �� Signi���cant ���nancial dif���culty of the borrower; �� A breach of contract such as a default (as de���ned above) or past due event, or �� The Group, for economic or contractual reasons relating to the borrower's ���nancial dif���culty, having granted to the borrower a concession that the Group would not otherwise consider. The Group assesses whether debt instruments that are ���nancial assets measured at amortised cost or at FVTOCI are credit-impaired at each reporting date. When assessing whether there is evidence of credit-impairment, the Group takes into account both qualitative and quantitative indicators relating to both the borrower and to the asset. The information assessed depends on the borrower and the type of the asset. It may not be possible to identify a single discrete event - instead, the combined effect of several events may have caused ���nancial assets to become credit-impaired. See Note 19 for further details about how the Group identi���es credit-impaired assets. Presentation of allowance for ECL in the statement of ���nancial position Loss allowances for ECL are presented in the statement of ���nancial position as follows: �� For ���nancial assets measured at amortised cost: as a deduction from the gross carrying amount of the assets; �� For loan commitments: as a provision; and Modi���cation of ���nancial assets A modi���cation of a ���nancial asset occurs when the contractual terms governing a ���nancial asset are renegotiated without the original contract being replaced and derecognised and: �� The gross carrying amount of the asset is recalculated and a modi���cation gain or loss is recognised in pro���t or loss; �� Any fees charged are added to the asset and amortised over the new expected life of the asset; and �� The asset is individually assessed to determine whether there has been a signi���cant increase in credit risk. Derecognition of ���nancial assets A ���nancial asset (or, where applicable, a part of a ���nancial asset or part of a group of similar ���nancial assets) is derecognised when the rights to receive cash ���ows from the asset have expired. The Group also derecognises the assets if it has both transferred the asset and the transfer quali���es for derecognition. A transfer only quali���es for derecognition if either The Group has transferred substantially all the risks and rewards of the asset; or The Group has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of the asset. Write offs Loans and advances are written off when the Group has no reasonable expectation of recovering the ���nancial asset (either in its entirety or a portion of it). This is the case when the Group determines that the borrower does not have assets or sources of income that could generate suf���cient cash ���ows to repay the amounts subject to the write-off. A write-off constitutes a derecognition event. The Group may apply enforcement activities to ���nancial assets written off. Recoveries resulting from the Group's enforcement activities will result in impairment gains. Financial liabilities Financial liabilities and equity Debt and equity instruments that are issued are classi���ed as either ���nancial liabilities or as equity in accordance with the substance of the contractual arrangement. A ���nancial liability is a contractual obligation to deliver cash or another ���nancial asset or to exchange ���nancial assets or ���nancial liabilities with another entity under conditions that are potentially unfavourable to the Group or a non-derivative contract that will or may be settled in a variable number of the Group's own equity instruments, or a derivative contract over own equity that will or may be settled other than by the exchange of a ���xed amount of cash (or another ���nancial asset) for a ���xed number of the Group's own equity instruments. Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recognised as at the proceeds received, net of direct issue costs. Distributions on equity instruments are recognised directly in equity. Financial liabilities Interest bearing borrowings are measured at amortised cost using the effective interest rate method. Gains and losses are recognised in the income statement when the liabilities are derecognised as well as through the effective interest rate method (EIR). Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in "Interest and fee expenses" in the pro���t and loss account. Derecognition of ���nancial liabilities The Group derecognises ���nancial liabilities when and only when, the Group's obligations are discharged, cancelled or they expire. Impairment of non-���nancial assets The carrying amounts of the entity's non-���nancial assets, other than goodwill and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash ���ows are discounted to their present value using a pre-tax discount rate that re���ects current market assessments of the time value of money and the risks speci���c to the asset. For the purposes of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash in���ows from continuing use that are largely independent of the cash in���ows of other assets or groups of assets (the CGU). Contract assets are reviewed for impairment based on the performance of the underlying contract. Goodwill is tested annually for impairment in accordance with IFRS. The goodwill acquired in a business combination, for the purpose of impairment testing is allocated to CGU that are expected to bene���t from the synergies of the combination. For the purpose of goodwill impairment testing, if goodwill cannot be allocated to individual CGUs or groups of CGUs on a non-arbitrary basis, the impairment of goodwill is determined using the recoverable amount of the acquired entity in its entirety, or if the acquired entity has been integrated then the entire group of entities into which it has been integrated. An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognised in the statement of comprehensive income. Impairment losses recognised in respect of CGUs are allocated ���rst to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amounts of other assets in the unit (or group of units) on a pro rata basis. An impairment loss is reversed if and only if the reasons for the impairment have ceased to apply. An impairment loss recognised for goodwill is not reversed. Impairment losses recognised in prior periods are assessed at each reporting date for any indication that the loss has decreased or no longer exists. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Current and deferred income tax Income tax on the result for the period comprises current and deferred income tax. Income tax is recognised in the consolidated statement of comprehensive income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Where there are uncertain tax positions, the Group assesses whether it is probable that the position adopted in tax ���lings will be accepted by the relevant tax authority, with the results of this assessment determining the accounting that follows. Current tax is the expected tax payable or receivable on the taxable income for the period, using tax rates enacted or substantively enacted at the reporting date and any adjustment to tax payable in respect of previous periods. Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for ���nancial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that suf���cient taxable pro���ts will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. Employee bene���ts - pension costs A de���ned contribution plan is a post-employment bene���t plan under which the Group pays ���xed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Contributions to de���ned contribution schemes are charged to the statement of comprehensive income as they become payable in accordance with the rules of the scheme. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the statement of ���nancial position. Merger reserve Prior to 29 December 2017, the entities within the Group were held by Arrowgrass Master Fund Limited. On 29 December 2017, these entities were acquired by TruFin plc via TruFin Holdings Limited. The consideration provided to Arrowgrass for the companies acquired was in exchange for shares of TruFin plc based on the fair value of the underlying companies. Upon consolidation of the Group, the difference between the book value of the entities and the amount of the consideration paid was accounted through a merger reserve, in accordance with relevant accounting standards relating to businesses under common control. Investments in associates Associates are entities in which the Group has between 20% and 50% of the voting rights, or is otherwise able to exercise signi���cant in���uence, but which it does not control or jointly control. Investments in associates are accounted for under the equity method and are initially recognised at costs, including goodwill. Subsequent changes in the carrying value re���ect the post-acquisition changes in the Group's share of net assets of the associate. The Group's share of its associates pro���ts or losses is recognised in the consolidated income statement. However, when the Group's share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further losses, unless the Group is obliged to make further payments to, or on behalf of the associate. Segmental reporting An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity) and whose operating results are regularly reviewed by the Board of Directors in order to make decisions about resources to be allocated to that component and assess its performance and for which discrete ���nancial information is available. For the purposes of the ���nancial statements, the Directors consider the Group's operations to be made up of four operating segments: the provision of short term ���nance, payment services, publishing and other operations. The accounting policies of the reportable segments are consistent with the accounting policies of the Group as a whole. Further details are provided in Note 4. Share based payments Where the Group engages in share-based payment transactions in respect of services received from certain of its employees, these are accounted for as equity-settled share-based payments in accordance with IFRS 2 'Share-based payments'. The equity is in the form of ordinary shares. The grant date fair value of a share-based payment transaction is recognised as an employee expense, with a corresponding increase in equity over the period that the employees become unconditionally entitled to the awards. In the absence of market prices, the fair value of the equity at the date of the grant is estimated using an appropriate valuation technique. The amount recognised as an expense is adjusted to re���ect the actual number of awards for which the related services and non-market vesting conditions are expected to be met such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with market performance conditions the grant date fair value of the award is measured to re���ect such conditions and there is no true-up for differences between expected and actual outcomes. Refer to Note 6 for the amounts disclosed. Leases At the inception of a contract, the Group assesses if the contract contains a lease. A contract contains a lease if the contract conveys the right to control the use of an identi���ed asset for a period of time in exchange for consideration. Reassessment is only required when the terms and conditions of the contract are changed. Right-of-use assets The Group recognises a right-of-use asset and lease liability at the date which the underlying asset is available for use. Right-of-use assets are measured at cost which comprises the initial measurement of lease liabilities adjusted for any lease payments made at or before the commencement date and lease incentives received. Any initial direct costs that would not have been incurred if the lease had not been obtained are added to the carrying amount of the right-of-use assets. These right-of-use assets are subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. Right-of-use assets (except for those which meet the de���nition of an investment property) are presented within "Property, plant and equipment". Right of use assets which meet the de���nition of property, plant and equipment are presented and accounted for in accordance with this policy. Lease liabilities The initial measurement of a lease liability is measured at the present value of the lease payments discounted using the interest rate implicit in the lease, if the rate can be readily determined. If that rate cannot be readily determined, the borrower shall use its incremental borrowing rate. Lease liabilities are measured at amortised cost using the effective interest method. Lease liabilities are remeasured with a corresponding adjustment to the right-of-use asset, or is recorded in pro���t or loss if the carrying amount of the right-of-use asset has been reduced to zero. Short term and low value leases The Group has elected to not recognise right-of-use assets and lease liabilities for short-term leases that have lease terms of 12 months or less and leases of low value leases. Lease payments relating to these leases are expensed to pro���t or loss on a straight-line basis over the lease term. Government grants Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received. Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate ���nancial support to the Group with no future related costs are recognised in pro���t or loss in the period in which they become receivable. These grants are deducted from the expense that the grant is related to. 2. Critical accounting judgements and key sources of estimation uncertainty The preparation of ���nancial information in accordance with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apart from other sources. The estimates and underlying assumptions are reviewed on an ongoing basis. Actual results may differ from these estimates. The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the Group's accounting policies and that have the most signi���cant effect on the amounts recognised in ���nancial statements. Critical accounting judgements �� Early Payment Programme Services set up costs: the Group capitalises the direct costs of implementing Early Payment Programme Services contracts for clients. These costs are essential to the satisfaction of the Group's performance obligation under that contract and accordingly the Group considers that these costs meet the applicable criteria for recognition as contract assets. The amount capitalised is disclosed in Note 11. �� Deferred tax asset: There is inherent uncertainty in forecasting beyond the immediate future and signi���cant judgement is required to estimate whether future taxable pro���ts are probable in order to utilise the carried forward tax losses. Companies in the Group have carried forward losses which will be utilised against future taxable pro���ts. However, a deferred tax asset has not been recognised for these companies, except for Oxygen Finance Limited as there is uncertainty surrounding the timing of when these losses will be used. Refer to Note 9 for more information on the deferred tax asset. �� The accounts of the trustee (the "EBT Trustee") of the Company's Employee Bene���t Trust ("EBT") have not been consolidated as it is the Directors' opinion that the Company does not have control over the EBT. The EBT is a discretionary trust, which means that the EBT Trustee has discretion how to act, provided that the action taken by the EBT Trustee is considered by the EBT Trustee to be in the interest of one of more EBT bene���ciaries (being employees and former employees (and certain of their relatives) of the Company and its subsidiaries. Key sources of estimation uncertainty The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting period that may have a signi���cant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next ���nancial year are discussed below: Expected credit losses �� Where an asset has a maturity of 12 months or less, the "12 month ECL" and the "lifetime ECL" have the same effective meaning and accordingly for such assets the calculated loss allowance will be the same whether such an asset is at stage 1 or stage 2. �� The Probability of Default ("PD") is an estimate of the likelihood of default over a given time horizon and is a key input to the ECL calculation. The Group primarily uses credit scores from credit reference agencies to calculate the PD for loans and advances. The score is a 12-month predictor of credit failure and, in the absence of internally generated loss history, the Group believes that it provides the best proxy for the credit quality of the loan portfolio. �� Exposure At Default ("EAD") is an estimate of the exposure at a future default date, taking into account expected changes in the exposure after the reporting date, including repayments of principal and interest, whether scheduled by contract or otherwise, expected drawdowns on committed facilities and accrued interest from missed payments. �� Loss Given Default ("LGD") is an estimate of the loss arising on default. It is based on the difference between the contractual cash ���ows due and those that the lender would expect to receive, in particular taking into account wholesale collateral values and certain buy back options. Note 19 presents the carrying amounts of the Expected Credit Losses in further detail. Impairment of Intangibles The Group is required to test, whether intangible and tangible assets have suffered any impairment based on the recoverable amount of its CGUs, when there are indicators for impairment. Determining whether an impairment has occurred requires an estimation of the value in use of the CGU to which these assets are allocated. Key sources of estimation uncertainty in the value in use calculation include the estimation of future cash ���ows of the CGU affected by expected changes in underlying revenues and direct costs, and administration costs through the forecast period, the long-term growth rates and a suitable discount rate to apply to the aforementioned cash ���ows in order to calculate the net present value. Further information regarding the assumptions used in the calculations have been provided in Note 11. Impairment of investment in subsidiary The Company's investment in its subsidiary is assessed annually to determine if there is any indication of impairment. This requires an estimation of the value in use of this subsidiary. Key sources of estimation uncertainty in the value in use calculation include the estimation of future cash ���ows of the CGU affected by expected changes in underlying revenues and direct costs, and administration costs through the forecast period, the long-term growth rates and a suitable discount rate to apply to the aforementioned cash ���ows in order to calculate the net present value. Further information regarding the assumptions used in the calculations have been provided in Note 11. 3. Gross revenue Group 2023 ��'000 2022 ��'000 Revenue Interest income 1,470 405 Total interest income 1,470 405 EPPS contracts 4,346 3,335 Consultancy fees 1,135 552 Implementation fees 2,131 1,644 Subscription fees 1,736 1,607 Total fee income 9,348 7,138 IAP revenue 117 342 Advertising revenue 109 453 Console revenue 7,087 5,521 Brand revenue - 1 Total publishing income 7,313 6,317 Gross revenue 18,131 13,860 The above ���gures are from continuing activities with comparatives restated accordingly based on information drawn from prior ���nancial statements. Company 2023 ��'000 2022 ��'000 Intercompany interest income 1,540 2,166 Intercompany fee income 108 118 Other interest income 117 9 Gross revenue 1,765 2,293 4. Segmental reporting The results of the Group are broken down into segments based on the products and services from which it derives its revenue: Short term ���nance Provision of distribution ���nance products and invoice discounting. For results during the reporting period, this corresponds to the results of Satago, Vertus and AltLending. Payment services Provision of Early Payment Programme Services. For results during the reporting period, this corresponds to the results of Oxygen. Publishing Publishing of video games. For results during the reporting period, this corresponds to the results of the Playstack Group. Other Revenue and costs arising from investment activities. For results during the reporting period, this corresponds to the results of TSL, THL and TruFin plc. The results of each segment, prepared using accounting policies consistent with those of the Group as a whole, are as follows: Year ended 31 December 2023 Short term ���nance ��'000 Payment services ��'000 Publishing ��'000 Other ��'000 Total ��'000 Gross revenue 3,788 6,188 8,038 117 18,131 Cost of sales (718) (1,078) (3,231) - (5,027) Net revenue 3,070 5,110 4,807 117 13,104 Adjusted loss before tax (4,134) (348) (188) (1,903) (6,573) Loss before tax (4,134) (348) (188) (2,669) (7,339) Taxation 433 554 (25) - 962 Loss for the year from continuing operations (3,701) 206 (213) (2,669) (6,377) Loss for the year from discontinued operations (963) - - - (963) (Loss)/pro���t for the year (4,664) 206 (213) (2,669) (7,340) Total assets 13,797 8,121 23,463 5,295 50,676 Total liabilities (8,228) (1,988) (1,786) (734) (12,736) Net assets 5,569 6,133 21,677 4,561 37,940 * adjusted loss before tax excludes share-based payment expense Short term ���nance Payment services Publishing Other Total Year ended 31 December 2022 ��'000 ��'000 ��'000 ��'000 ��'000 Gross revenue 2,210 5,311 6,330 9 13,860 Cost of sales (285) (889) (3,033) - (4,207) Net revenue 1,925 4,422 3,297 9 9,653 Adjusted loss before tax (4,041) (220) (1,569) (2,352) (8,182) Loss before tax (4,041) (220) (1,569) (2,352) (8,182) Taxation 271 395 601 - 1,267 Loss for the year from continuing operations (3,770) 175 (968) (2,352) (6,915) Pro���t for the year from discontinued operations 109 - - - 109 (Loss)/pro���t for the year (3,661) 175 (968) (2,352) (6,806) Total assets 34,200 8,258 20,407 2,627 65,492 Total liabilities (19,747) (1,792) (2,911) (938) (25,388) Net assets 14,453 6,466 17,496 1,689 40,104 * adjusted loss before tax excludes share-based payment expense The above ���gures are from continuing activities with comparatives restated accordingly based on information drawn from prior ���nancial statements. The majority of the Group's activities (98% of revenues) are within the UK, with 2% earned in USA and 0% in Europe. 5. Staff costs Analysis of staff costs: Group Company 2023 ��'000 2022 ��'000 2023 ��'000 2022 ��'000 Wages and salaries 9,188 9,506 1, 223 1,384 Consulting costs 1,059 379 - - Social security costs 1,104 1,338 82 251 Pension costs arising on de���ned contribution schemes 441 418 35 38 Share based payment 766 - 766 - 12,558 11,641 2,106 1,673 Consulting costs are recognised within staff costs where the work performed would otherwise have been performed by employees. Consulting costs arising from the performance of other services are included within other operating expenses. Average monthly number of persons (including Executive Directors) employed: 2023 Number 2022 Number Management 16 16 Finance 11 9 Sales & marketing 42 28 Operations 57 76 Technology 65 43 191 172 The ���gures in this note are from continuing activities with comparatives restated accordingly based on information drawn from prior period ���nancial statements. Directors' emoluments The number of directors who received share options during the year was as follows: 2023 Number 2022 Number Long-term incentive schemes 1 - There were no directors who exercised share options during the year. The directors' aggregate emoluments in respect of qualifying services were: Salary ��'000 Bonus ��'000 Pension and Bene���ts ��'000 2023 Total ��'000 2022 Total ��'000 Executive Directors: J van den Bergh 256 220 9 485 485 256 220 9 485 485 Non-executive Directors: S Baldwin 100 - - 100 100 P Judd 70 - - 70 70 P Dentskevich 60 - - 60 60 A Wilhelmsen - - - - - 230 - - 230 230 Key management The Directors consider that key management personnel include the Executive Director of TruFin plc. This individual has the authority and responsibility for planning, directing and controlling the activities of the Group. 6. Employee share-based payment transactions The employment share-based payment charge comprises: 2023 ��'000 2022 ��'000 Service Criteria Award 552 - TruFin Share Price Award 151 - Subsidiary Performance Award 63 - Total 766 - Awards granted in 2023 Service Criteria Award On 27 July 2023, options to acquire 1,350,000 shares were granted to the senior management team and employees of the Group. The award is structured as a nil cost option. The vesting of this award is subject to the holder being in continued employment until the vesting dates of this award. The award has been granted in 3 tranches; the ���rst tranche vested on 31 December 2023, the second and third will vest on 31 December 2024 and 31 December 2025 respectively. Awards granted to the Group CEO are subject to an additional 1 year holding period. A Black-Scholes model was used to determine the fair value of these options. The model used an expected volatility of 50% and risk free rate of 5%. TruFin Share Price Award On 27 July 2023, options to acquire 1,229,167 shares were granted to the senior management team and employees of the Group. The award is structured as a nil cost option. The vesting of this award is subject to the holder being in continued employment until the vesting dates of this award, and the Company's share price satisfying share price targets in relation to the other companies listed on AIM . The award has been granted in 2 tranches; the ���rst tranche will vest on 31 December 2024 and the second on 31 December 2025. Awards granted to the Group CEO are subject to an additional 1 year holding period. A Monte Carlo simulation was used to determine the fair value of these options. The model used an expected volatility of 50% and a risk free rate of 5%. Subsidiary Performance Award On 27 July 2023, options to acquire 537,500 shares were granted to employees of the Group. The award is structured as a nil cost option. The vesting of this award is subject to the holder being in continued employment until the vesting dates of this award, and subsidiary companies achieving certain ���nancial metrics over the vesting periods. The award has been granted in 2 tranches; the ���rst tranche will vest on 31 December 2024 and the second will vest on 31 December 2025. At 31 December 2023, 75% of the award is expected to vest based on the latest performance metrics. Awards granted before 2023 Performance Share Plan and Joint Share Ownership Plan Founder Award ("Founder Award") All the Founder Awards held by the Group CEO have vested. 1,566,255 shares subject to the Joint Share Ownership Plan are fully owned by the EBT. The Group CEO's nil cost options in respect of the same number of shares under the Performance Share Plan have also fully vested. Performance Share Plan Market Value Award ("PSP Market Value Award") On 21 February 2018, options to acquire 4,868,420 shares were granted to the senior management team. The vesting of this award is based on market-based performance conditions. The vesting of these awards is subject to the holder remaining an employee of the Company and the Company's share price achieving ���ve distinct milestones -vesting at 20% each milestone. The exercise price of the awards at the time of grant was ��1.90 per share. In order to re���ect the impact of the demerger, the PSP Market Value Award was split into two: �� Part of the award remained as an option in respect of TruFin shares ("TruFin Market Value Award") �� Part of the award became an award in respect of DFC shares ("DFC market Value Award") The TruFin Market Value Award is on the same terms as the original PSP Market Value Award except that the exercise price has since been adjusted to ��0.71, and the share price milestones were adjusted to re���ect the demerger, and returns of value in 2019. The modi���cation did not result in a change in the valuation of the award and was recognised over the remainder of the original vesting period. Details of share based awards during the year: Type of instrument granted JSOP Founder Award Shares (#) PSP Founder Award Options (#) PSP Market Value Options (#) Outstanding at 1 January 2023 - - 4,868,420 Granted during the year - - - Exercised during the year - - - Outstanding at 31 December 2023 - - 4,868,420 Exercisable at 31 December 2023 1,566,255 - * The JSOP Founder Awards and PSP Founder Awards will together deliver, in aggregate, a maximum of 3,407,895 TruFin shares. Service TruFin Share Subsidiary Performance Type of instrument granted Criteria Award (#) Price Award (#) Award (#) Outstanding at 1 January 2023 - - - Granted during the year 1,350,000 1,229,167 537,500 Exercised during the year - - - Cancelled during the year - - - Outstanding at 31 December 2023 700,000 1,229,167 537,500 Exercisable at 31 December 2023 650,000 - - No options expired during the year. The weighted average remaining contractual life for the share options outstanding as at 31 December 2023 was 5.61 years (2022: 5.21 years). 7. Net impairment loss on ���nancial assets 2023 ��'000 2022 ��'000 At 1 January 54 4 Charge for impairment loss 109 50 Amounts written off in the year (11) - Amounts recovered in the year 21 - At 31 December 173 54 At 31 December 2023, the Group had an impairment balance of ��173,000 which was allocated against loans and advances. At 31 December 2022, all of the impairment balance was allocated against loans and advances. The net impairment charge on ���nancial assets during the year ended 31 December 2023 all related to loans and advances. The net impairment charge on ���nancial assets during the year ended 31 December 2022 all related to loans and advances. 8. Loss before income tax Loss before income tax is stated after charging: 2023 ��'000 2022 ��'000 Depreciation of property, plant and equipment 107 104 Amortisation of intangible assets 2,893 2,314 Staff costs including share based payments charge 12,558 11,641 The ���gures in this note are from continuing activities with comparatives restated accordingly based on information drawn from prior period ���nancial statements. Fees payable to the Group's auditor (Crowe UK LLP) 2023 ��'000 2022 ��'000 Fees payable for the audit of the company's annual accounts 82 82 Fees payable for the audit of the company's subsidiaries 95 98 Total audit fees 177 180 Non audit services Other assurance services 14 14 Total non-audit fees 14 14 9. Taxation Analysis of tax charge recognised in the period 2023 ��'000 2022 ��'000 Current tax credit (712) (1,267) Deferred tax credit (250) - Total tax credit (962) (1,267) The ���gures in this note are from continuing activities with comparatives restated accordingly based on information drawn from prior period ���nancial statements. Reconciliation of loss before tax to total tax credit recognised Group 2023 ��'000 2022 ��'000 Loss before tax from continuing operations (7,339) (8,182) Loss before tax multiplied by the standard rate of corporation tax in the UK of 23.52% (2022: 19%) (1,726) (1,553) Tax effect of: Expenses not deductible 176 4 Depreciation in excess of capital allowances 395 253 Capital allowances (373) (318) Other short term timing differences 1 1 R&D tax credit (743) (1.274) Impact of different foreign tax rates (7) - Deferred tax not recognised 1,315 1,619 Total tax charge (962) (1,267) Company 2023 ��'000 2022 ��'000 Loss before tax (984) (42) Loss before tax multiplied by the standard rate of corporation tax in the UK of 23.52% (2022: 19%) (231) (8) Tax effect of: Expenses not deductible 198 24 Other short term timing differences 1 (1) Brought forward losses utilised - (15) Deferred tax not recognised 32 - Total tax charge - - The deferred tax assets and liabilities at 31 December 2023 have been based on the rates substantively enacted at the reporting date. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions. Research and Development (R&D) The Group uses external professional advisers to support with R&D tax submissions. The impact of such transactions can be uncertain until agreed with the relevant tax authorities. Deferred tax asset Group 2023 ��'000 2022 ��'000 Balance at start of the year 250 250 Credit to the statement of comprehensive income 250 - On disposal of subsidiary (250) - Credit from discontinued operations - (53) Balance at end of the year 250 250 Comprised of: Losses 250 250 Total deferred tax asset 250 250 A deferred tax asset from losses in Oxygen Finance Limited has been recognised. Unutilised tax losses in the remainder of the Group as at the reporting date were ��88,928,000 (2022: ��83,102,000). 10. Discontinued operations On 4 October 2023, the Group disposed of its 54% holding in Vertus and is reported in the current period as a discontinued operation. Financial information relating to the disposal of the subsidiary and discontinued operations for the period to the date of disposal is set out below. Details of the sale of the subsidiary ��'000 Cash consideration 3,167 Group's share of net assets sold (3,055) Related goodwill and separately identi���able assets at date of disposal (1,451) Costs of disposal (20) Loss on disposal (1,359) Results from discontinued operations 2023 ��'000 2022 ��'000 Revenue 2,385 2,259 Expenses (1,935) (2,056) Pro���t before tax 450 203 Taxation (23) (53) Pro���t after tax 427 150 Other items included within discontinued operations Loss on disposal of Vertus (net of tax) (1,359) - Amortisation of separately identi���able intangible asset (38) (51) Intragroup charges 7 10 (Loss)/pro���t from discontinued operations (963) 109 Cash ���ows from discontinued operations 2023 ��'000 2022 ��'000 Pro���t before tax from discontinued operations 450 203 Working capital adjustments (1,901) (5,492) Cash ���ows from operating activities (1,451) (5,289) Cash ���ows used in investing activities - (80) Cash ���ows from ���nancing activities 1,650 5,425 Net increase in cash from discontinued operations 199 56 The carrying amount of assets and liabilities as at the date of sale were: ��'000 Non-current assets 23,612 Current assets 996 Non-current liabilities (18,651) Current liabilities (283) Net Assets 5,674 Client contracts Software licences and similar assets Separately identi���able intangible assets Goodwill Total Group ��'000 ��'000 ��'000 ��'000 ��'000 Cost At 1 January 2023 6,399 4,773 3,237 16,569 30,978 Additions 852 4,148 333 119 5,452 On disposal of subsidiary - (74) (255) (1,408) (1,737) Disposals (182) - - - (182) Exchange differences (3) 5 - - 2 At 31 December 2023 7,066 8,852 3,315 15,280 34,513 Amortisation At 1 January 2023 (2,496) (2,082) (1,581) - (6,159) Charge (1,078) (1,334) (519) - (2,931) On disposal of subsidiary - 12 213 - 225 Disposals 182 - - - 182 Exchange differences - (5) - - (5) At 31 December 2023 (3,392) (3,409) (1,887) - (8,688) Accumulated impairment losses At 1 January 2023 (408) - - - (408) At 31 December 2023 (408) - - - (408) Net book value At 31 December 2023 3,266 5,443 1,428 15,280 25,417 At 31 December 2022 3,495 2,691 1,656 16,569 24,411 11. Intangible assets Client contracts Software licences and similar assets Separately identi���able intangible assets Goodwill Total Group ��'000 ��'000 ��'000 ��'000 ��'000 Cost At 1 January 2022 5,490 2,579 1,642 15,746 25,457 Additions 905 2,254 - - 3,159 On Acquisition - 3 1,595 823 2,421 Disposals - (75) - - (75) Exchange differences 4 12 - - 16 At 31 December 2022 6,399 4,773 3,237 16,569 30,978 Amortisation At 1 January 2022 (1,607) (1,181) (1,070) - (3,858) Charge (889) (977) (511) - (2,377) Disposals - 75 - - 75 Exchange differences - 1 - - 1 At 31 December 2022 (2,496) (2,082) (1,581) - (6,159) Accumulated impairment losses At 1 January 2022 (408) - - - (408) At 31 December 2022 (408) - - - (408) Net book value At 31 December 2022 3,495 2,691 1,656 16,569 24,411 At 31 December 2021 3,475 1,398 572 15,746 21,191 The Company had no intangibles assets at the year end. Client contracts comprise the directly attributable costs incurred at the beginning of an Early Payment Scheme Service contract to revise a client's existing payment systems and provide access to the Group's software and other intellectual property. These implementation costs are comprised primarily of employee costs. The useful economic life for each individual asset is deemed to be the term of the underlying Client Contract (generally ���ve years) which has been deemed appropriate and for impairment review purposes, projected cash ���ows have been discounted over this period. The amortisation charge is recognised in fee expenses within the statement of comprehensive income, as these costs are incurred directly through activities which generate fee income. The Group performed an impairment review at 31 December 2023 and there was no impairment in relation to underperforming contracts. Software, licences and similar assets comprises separately acquired software, as well as costs directly attributable to internally developed platforms across the Group. These directly attributable costs are associated with the production of identi���able and unique software products controlled by the Group and are probable of producing future economic bene���ts. They primarily include employee costs and directly attributable overheads. A useful economic life of three to ���ve years has been deemed appropriate and for impairment review purposes projected cash ���ows have been discounted over this period. The amortisation charge is recognised in depreciation and amortisation on non-���nancial assets within the statement of comprehensive income. The Group performed an impairment review at 31 December 2023 and concluded no impairment was required. The 'Software, licences and similar assets' net book value balance related to internally generated intangible assets at 31 December 2023 was ��5,443,000 (2022: ��2,691,000 ). This consists of cost of ��8,852,000 (2022: ��4,773,000) and accumulated amortisation of ��3,409,000 (2022: ��2,082,000 ). During the year there were additions of ��4,148,000 (2022: ��2,254,000) and amortisation of ��1,334,000 (2022: ��977,000). Goodwill and "Separately identi���able intangible assets" arise from acquisitions made by the Group. Porge (now Insight Services within OFL) Porge was acquired by OFGL in August 2018 and goodwill of ��2,759,000 that arose from this acquisition was included within the payments services segment of the Group. Following the acquisition, separately identi���able intangible assets of ��1,387,000 primarily relating to the value of the contracts in the business at acquisition were recognised. These were amortised over ���ve years resulting in an amortisation charge of ��162,000 (2022: ��277,000) during the year. Net Book value of these assets at 31 December 2023 was ��nil (2022: ��162,000). Goodwill related to this transaction excluding these assets at 31 December 2023 was ��1,372,000 (2022: ��1,372,000). On 31 August 2020, OFL purchased the Trade and Assets of Porge. The purchase price was set at the net book value of the assets acquired at the time of the transaction. Vertus In July 2019, the Group converted into ordinary shares its existing convertible loan with Vertus Capital in full satisfaction and discharge of the loan. This, together with a further cash payment, gave the Group 51% ownership of Vertus Capital and Vertus SPV 1. In 2021, the Group increased its ownership of Vertus Capital to 54%. Goodwill of ��1,664,000 arose from these transactions and has been included within the short term ���nance segment of the business. Following the acquisition separately identi���able intangible assets of ��255,000 primarily related to the value of existing third party relationships on acquisition were identi���ed. These were being amortised over ���ve years and the amortisation charge for the year prior to the disposal of Vertus was ��38,000 (2022: ��51,000). Details of the disposal of Vertus are included in Note 10. Playstack In September 2019, the Group converted into ordinary shares its existing convertible loans with Playstack Ltd in full satisfaction and discharge of the loans. This gave the Group ownership of Playstack Ltd and the other companies within the Playstack Group. Goodwill of ��12,965,000 arose from this transaction and has been included within the publishing segment of the business. Magic Fuel On 6 June 2022, the Group acquired a 100% equity interest in Magic Fuel Inc ("Magic Fuel"). Goodwill of ��2,417,000 arose from this transaction and was included within the publishing segment of the business. Following the acquisition, separately identi���able intangible assets of ��1,595,000 relating to the Intellectual Property of the Games in development by Magic Fuel were recognised. These are being amortised over ���ve years resulting in an amortisation charge for the year of ��319,000 (2022: ��181,000) during the year. Goodwill related to this transaction excluding these assets at 31 December 2023 was ��823,000 (2022: ��823,000). bidstats.uk In November 2023, Oxygen Finance Limited acquired the business of bidstats.uk at a cost of ��451,000. Separately identi���able assets of ��332,000 have been identi���ed relating to the value of the customer relationships and the technology. These are to be amortised over ���ve years commencing 1 January 2024. Goodwill of ��119,000 has arisen on the acquisition and this will be reviewed annually for impairment. As at 31 December 2023, the net book value of the bidstats.uk assets was ��451,000. Impairment testing of intangibles An impairment review of goodwill was carried out at the year end. The insight services segment of OFL was valued using the discounted cash ���ow methodology. Its net earnings were forecasted to 2028, a discount rate of 10% was used and terminal growth rate of 2%. This valuation was greater than the amount of CGU and therefore the goodwill is not deemed to be impaired. Playstack was valued using the discounted cash ���ow methodology. The net earnings of Playstack were forecasted to 2026, a discount rate of 10% was used and terminal growth rate of 3%. Revenue growth was a key assumption and was based on Playstack's pipeline of games over the forecast period. This factors in a number of key projects with platforms and streaming partners. In some instances, revenue projections have been based on amounts outlined in agreed contracts in place with customers, whilst others have been based on progressive discussions with customers and historic sales for games of a similar nature. The valuation of Playstack was greater than the amount of CGU and therefore the goodwill is not deemed to be impaired. Magic Fuel was valued using the discounted cash ���ow methodology. It's net earnings along with revenues earned in the rest of the group related to this acquisition were forecasted to 2026, a discount rate of 10% was used and a terminal growth rate of 3%. The valuation of this CGU was greater than the value of goodwill and so was deemed not be impaired. The impairment review of Playstack is most sensitive to a change in the planned revenue growth and discount rate. A 70% reduction in this growth rate or an increase in the discount rate to 25% could give rise to an impairment charge. No other reasonable change in the other assumptions set out in this note would result currently in an impairment charge. 12. Property, plant and equipment Group Fixtures & ���ttings ��'000 Computer equipment ��'000 Right-of- Use Asset ��'000 Total ��'000 Cost At 1 January 2023 139 96 276 511 Additions 21 21 - 42 On disposal of subsidiary - (13) - (13) Exchange differences 2 (1) - 1 At 31 December 2023 162 103 276 541 Depreciation At 1 January 2023 (60) (61) (44) (165) Charge (32) (20) (55) (107) On disposal of subsidiary - 6 - 6 Exchange differences (1) 1 - - At 31 December 2023 (93) (74) (99) (266) Net book value At 31 December 2023 69 29 177 275 At 31 December 2022 79 34 232 345 Fixtures & ���ttings Computer equipment Right-of- Use Asset Total Group ��'000 ��'000 ��'000 ��'000 Cost At 1 January 2022 53 78 429 560 Additions 86 27 276 389 Disposals - (9) (429) (438) At 31 December 2022 139 96 276 511 Depreciation At 1 January 2022 (44) (44) (407) (495) Charge (16) (26) (66) (108) Disposals - 9 429 438 At 31 December 2022 (60) (62) (44) (166) Net book value At 31 December 2022 79 34 232 345 At 31 December 2021 9 34 22 65 13. Investment in subsidiaries Company ��'000 Balance at 1 January 2023 and 31 December 2023 30,189 Balance at 1 January 2022 and 31 December 2022 30,189 14. Loans and advances Group 2023 ��'000 2022 ��'000 Total loans and advances 7,407 24,215 Less: loss allowance (173) (54) 7,234 24,161 The aging of loans and advances are analysed as follows: 2023 ��'000 2022 ��'000 Neither past due nor impaired 7,082 23,875 Past due: 0-30 days 6 129 Past due: 31-60 days 22 77 Past due: 61-90 days 14 41 Past due: more than 91 days 105 39 Impaired 5 - 7,234 24,161 15. Trade and other receivables Group Company 2023 ��'000 2022 ��'000 2023 ��'000 2022 ��'000 Trade and other receivables 2,385 2,149 - - Prepayments 606 455 35 44 Accrued Income 685 890 - - VAT - - 15 11 Other debtors 3,684 2,554 - - Amounts due from Group Undertakings - - 111 83 7,360 6,048 161 138 Trade receivables above are stated net of a loss allowance of ��nil (2022: ��nil). All receivables are due within one year. The aging of trade receivables is analysed as follows: Group Company 2023 ��'000 2022 ��'000 2023 ��'000 2022 ��'000 Not yet due 1,621 1,960 - - Past due: 0-30 days 220 117 - - Past due: 31-60 days 146 6 - - Past due: 61-90 days 193 9 - - Past due: more than 91 days 205 57 - - 2,385 2,149 - - 16. Share capital Share Capital Total Group and Company ��'000 ��'000 105,836,687 shares at ��0.91 per share 96,311 96,311 On 10 July 2023, the Company issued 11,653,744 ordinary shares through a Placing and an Open Offer. These were issued at ��0.65 per share, raising gross proceeds of ��7,575,000. This was a discount to par value of ��3,030,000, which has been included in Other Reserves in the Statement of Changes of Equity. All ordinary shares carry equal entitlements to any distributions by the Company. No dividends were proposed by the Directors for the year ended 31 December 2023. 17. Borrowings Group 2023 ��'000 2022 ��'000 Loans due within one year 6,157 1,783 Loans due in over one year 1,047 16,764 7,204 18,547 Movements in borrowings during the year The below table identifies the movements in borrowings during the year. Group ��'000 Balance at 1 January 2023 18,547 Funding drawdown 7,619 Interest expense 557 Origination fees paid (56) Repayments (2,170) Interest paid (416) Disposal of subsidiary (16,874) Exchange differences (3) Balance at 31 December 2023 7,204 Group ��'000 Balance at 1 January 2022 12,985 Funding drawdown 8,707 Interest expense 852 Fee amortisation 110 Repayments (3,337) Interest paid (777) Exchange differences 7 Balance at 31 December 2022 18,547 The primary borrowings of the Group are comprised of the following: �� A revolving credit facility under which one month notice is given by either the lender or borrower. The facility is secured by a ���xed and ���oating charge over Satago SPV1 and interest is payable monthly. The Company had no borrowings during the period or at year end. 18. Trade and other payables Group Company 2023 ��'000 2022 ��'000 2023 ��'000 2022 ��'000 Trade payables 877 529 19 28 Accruals and deferred income 3,626 3,867 520 622 Other payables 416 1,636 7 - Corporation tax 8 - - - Other taxation and social security 506 603 188 284 VAT 99 206 - - 5,532 6,841 734 934 19. Financial instruments The Directors have performed an assessment of the risks affecting the Group through its use of ���nancial instruments and believe the principal risks to be: capital risk; credit risk, and market risk including interest rate risk. This note describes the Group's objectives, policies and processes for managing the material risks and the methods used to measure them. The signi���cant accounting policies regarding ���nancial instruments are disclosed in Note 1. Capital risk management The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while providing an adequate return to shareholders. The capital structure of the Group consists of borrowings disclosed in Note 17 and equity of the Group (comprising issued capital, reserves, retained earnings and non-controlling interests as disclosed in Note 16 and Note 20). The Group is not subject to any externally imposed capital requirements. Principal ���nancial instruments The principal ���nancial instruments to which the Group is party and from which ���nancial instrument risk arises, are as follows: �� Loans and advances, primarily credit risk and liquidity risk �� Trade receivables, primarily credit risk and liquidity risk �� Investments, primarily fair value or market price risk �� Cash and cash equivalents, which can be a source of credit risk but are primarily liquid assets available to further business objectives or to settle liabilities as necessary �� Trade and other payables, and �� Borrowings which are used as sources of funds and to manage liquidity risk. Analysis of ���nancial instruments by valuation model There are no ���nancial assets or liabilities included in the statement of ���nancial position at fair value. 31 December 2023 Financial assets and ���nancial liabilities included in the statement of ���nancial position that are not measured at fair value: Group Carrying amount ��'000 Fair value ��'000 Level 1 ��'000 Level 2 ��'000 Level 3 ��'000 Financial assets not measured at fair value Loans and advances 7,234 7,234 - - 7,234 Trade receivables 2,385 2,385 - - 2,385 Other receivables 4,369 4,369 - - 4,369 Cash and cash equivalents 10,140 10,140 10,140 - - 24,128 24,128 10,140 - 13,988 Financial liabilities not measured at fair value Borrowings 7,204 7,204 - - 7,204 Trade, other payables and accruals 4,889 4,889 - - 4,889 12,093 12,093 - - 12,093 31 December 2022 Group Carrying amount ��'000 Fair value ��'000 Level 1 ��'000 Level 2 ��'000 Level 3 ��'000 Financial assets not measured at fair value Loans and advances 24,161 24,161 - - 24,161 Trade receivables 2,149 2,149 - - 2,149 Other receivables 3,444 3,444 - - 3,444 Cash and cash equivalents 10,273 10,273 10,273 - - 40,027 40,027 10,273 - 29,574 Financial liabilities not measured at fair value Borrowings 18,547 18,547 - - 18,547 Trade, other payables and accruals 6,392 6,392 - - 6,392 24,939 24,939 - - 24,939 31 December 2023 Company Carrying amount ��'000 Fair value ��'000 Level 1 ��'000 Level 2 ��'000 Level 3 ��'000 Financial assets not measured at fair value Amounts owed by group undertakings 59,089 59,089 - - 59,089 Other receivables 126 126 - - 126 Cash and cash equivalents 4,723 4,723 4,723 - - 63,938 63,938 4,723 - 59,215 Financial liabilities not measured at fair value Trade, other payables and accruals 734 734 - - 734 734 734 - - 734 31 December 2022 Company Carrying amount ��'000 Fair value ��'000 Level 1 ��'000 Level 2 ��'000 Level 3 ��'000 Financial assets not measured at fair value Amounts owed by group undertakings 54,835 54,835 - - 54,835 Other receivables 94 94 - - 94 Cash and cash equivalents 2,260 2,260 2,260 - - 57,189 57,189 2,260 - 54,929 Financial liabilities not measured at fair value Trade, other payables and accruals 934 934 - - 934 934 934 - - 934 Fair values for Level 3 assets and liabilities were calculated using a discounted cash ���ow model and the Directors consider that the carrying amounts of ���nancial assets and liabilities recorded at amortised cost in the ���nancial statements approximate to their fair values. Loans and advances Due to the short-term nature of loans and advances and/or expected credit losses recognised, their carrying value is considered to be approximately equal to their fair value. Trade and other receivables, borrowings, trade and other payables, and accruals These represent short term receivables and payables and as such their carrying value is considered to be equal to their fair value. Financial risk management The Group's activities and the existence of the above ���nancial instruments expose it to a variety of ���nancial risks. The Board of Directors has overall responsibility for the determination of the Group's risk management objectives and policies. The overall objective of the Board of Directors is to set policies that seek to reduce ongoing risk as far as possible without unduly affecting the Group's competitiveness and ���exibility. The Group is exposed to the following ���nancial risks: �� Credit risk �� Liquidity risk �� Market risk �� Interest rate risk Further details regarding these policies are set out below. Credit risk Credit risk is the risk that a customer or counterparty will default on its contractual obligations resulting in ���nancial loss to the Group. One of the Group's main income generating activities is lending to customers and therefore credit risk is a principal risk. Credit risk mainly arises from loans and advances. The Group considers all elements of credit risk exposure such as counterparty default risk, geographical risk and sector risk for risk management purposes. Credit risk management The credit committees within the wider Group are responsible for managing the credit risk by: �� Ensuring that it has appropriate credit risk practices, including an effective system of internal control �� Identifying, assessing and measuring credit risks across the Group from an individual instrument to a portfolio level �� Creating credit policies to protect the Group against the identi���ed risks including the requirements to obtain collateral from borrowers, to perform robust ongoing credit assessment of borrowers and to continually monitor exposures against internal risk limits �� Limiting concentrations of exposure by type of asset, counterparty, industry, credit rating, geographical location �� Establishing a robust control framework regarding the authorisation structure for the approval and renewal of credit facilities �� Developing and maintaining the risk grading to categorise exposures according to the degree of risk of default. Risk grades are subject to regular reviews, and �� Developing and maintaining the processes for measuring Expected Credit Loss ("ECL") including monitoring of credit-risk, incorporation of forward-looking information and the method used to measure ECL. Signi���cant increase in credit risk The Group continuously monitors all assets subject to ECL as to whether there has been a signi���cant increase in credit risk since initial recognition, either through a signi���cant increase in Probability of Default ("PD") or in Loss Given Default ("LGD"). The following is based on the procedures adopted by the Group: Granting of credit The business development team prepare a risk summary which sets out the rationale and the pricing for the proposed loan facility and con���rms that it meets the Group's product risk and pricing policies. The application will include the proposed counterparty's latest ���nancial information and any other relevant information but as a minimum: �� Details of the limit requirement e.g. product, amount, tenor, repayment plan etc. �� Facility purpose or reason for increase �� Counterparty details, background, management, ���nancials and ratios (actuals and forecast) �� Key risks and mitigants for the application �� Conditions, covenants & information (and monitoring proposals) and security (including comments on valuation) �� Pricing �� Con���rmation that the proposed exposure falls within risk appetite, and �� Clear indication where the application falls outside of risk appetite. The credit risk department will analyse the ���nancial information, obtain reports from credit reference agencies, allocate a risk rating and make a decision on the application. The process may require further dialogue with the business development team to ascertain additional information or clari���cation. Each mandate holder and committee is authorised to approve loans up to agreed ���nancial limits provided that the risk rating of the counterparty is within agreed parameters. If the ���nancial limit requested is higher than the credit authority of the ���rst reviewer of the loan facility request, the application is sent to the next credit authority level with a recommendation. The Executive Risk Committee reviews all applications that are outside the credit approval mandate of the mandate holder due to the ���nancial limit requested or if the risk rating is outside of policy but there is a rationale and/or mitigation for considering the loan on an exceptional basis. Applications where the counterparty has a high risk rating are sent to the Executive Risk Committee for a decision based on a positive recommendation from the credit risk department. Where a limited company has such a risk rating, the Executive Risk Committee will consider the following mitigants: �� Existing counterparty which has met all obligations in time and in accordance with loan agreements �� Counterparty known to Group personnel who can con���rm positive experience �� Additional security, either tangible or personal guarantees where there is veri���able evidence of personal net worth �� A commercial rationale for approving the application, although this mitigant will generally be in addition to at least one of the other mitigants. Identifying signi���cant increases in credit risk The Group measures a change in a counterparty's credit risk mainly on payment, on updated from credit reference agencies and adverse changes with a counterparty's debtors. The Group views a signi���cant increase in credit risk as: �� A two-notch reduction in the Group's counterparty's risk rating since origination, as noti���ed through the credit rating agency �� A counterparty defaults on a payment due under a loan agreement �� Late contractual payments which although cured, reoccur on a regular basis �� Evidence of a reduction in a counterparty's working capital facilities which has had an adverse effect on its liquidity, or �� Evidence of actual or attempted sales out of trust or of double ���nancing of assets funded by the Group �� Deterioration in the underlying business (held as part of the security package) indicated through signi���cant loss of revenue and higher than average client attrition. An increase in signi���cant credit risk is identi���ed when any of the above events happen after the date of initial recognition. Default Identifying loans and advances in default and credit impaired The Group's de���nition of default for this purpose is: �� A counterparty defaults on a payment due under a loan agreement and that payment is overdue on its terms, or �� The collateral that secures, all or in part, the loan agreement has been sold or is otherwise not available for sale and the proceeds have not been paid to the lending company, or �� A counterparty commits an event of default under the terms and conditions of the loan agreement which leads the lending company to believe that the borrower's ability to meet its credit obligations to the lending company is in doubt. Exposure at default Exposure at default ("EAD") is the expected loan balance at the point of default and, for the purpose of calculating the Expected Credit Losses ("ECL"), management have assumed this to be the balance at the reporting date. Expected credit losses The ECL on an individual loan is based on the credit losses expected to arise over the life of the loan, being de���ned as the difference between all the contractual cash ���ows that are due to the Group and the cash ���ows that it actually expects to receive. This difference is then discounted at the original effective interest rate on the loan to re���ect the disposal period of underlying collateral. Regardless of the loan status stage, the aggregated ECL is the value that the Group expects to lose on its current loan book having assessed each loan individually. To calculate the ECL on a loan, the Group considers: 1. Counterparty PD; and 2. LGD on the asset whereby: ECL = EAD x PD x LGD Maximum exposure to credit risk Group Company 2023 ��'000 2022 ��'000 2023 ��'000 2022 ��'000 Cash and cash equivalents 10,140 10,273 4,723 2,260 Loans and advances 7,234 24,161 - - Amounts owed by group undertakings - - 59,089 54,835 Trade and other receivables 6,754 5,593 126 138 Maximum exposure to credit risk 24,128 40,027 63,938 57,233 Loans and advances: Collateral held as security Group Company 2023 ��'000 2022 ��'000 2023 ��'000 2022 ��'000 Fully collateralised Loan-to-value ratio Less than 50% 654 800 - - 50% to 70% 1,174 271 - - 71% to 80% 554 500 - - 81% to 90% 3,434 701 - - 91% to 100% 651 - - - 6,467 2,272 - - Partially collateralised Collateral value relating to loans over 100% loan-to- value - - - - Unsecured lending 940 21,943 - - * Calculated using wholesale collateral values Concentration of credit risk The Group maintains policies and procedures to manage concentrations of credit at the counterparty level and industry level to achieve a diversi���ed loan portfolio. Credit quality An analysis of the Group's credit risk exposure for loan and advances per class of ���nancial asset, internal rating and "stage" is provided in the following tables. A description of the meanings of stages 1, 2 and 3 is given in the accounting policies set out in Note 1. Risk rating Stage 1 ��'000 Stage 2 ��'000 Stage 3 ��'000 2023 Total ��'000 2022 Total ��'000 Above average (risk rating 1-2) 940 - - 940 11,035 Average (risk rating 3-5) 6,333 - 134 6,467 10,615 Below average (risk rating 6+) - - - - 2,565 Gross carrying amount 7,273 - 134 7,407 24,215 Loss allowance (173) - - (173) (54) Carrying amount 7,100 - 134 7,234 24,161 Gross Carrying Amount Stage 1 ��'000 Stage 2 ��'000 Stage 3 ��'000 Total ��'000 As at 1 January 2023 22,692 1,481 43 24,216 Transfer to stage 1 - - - - Transfer to stage 2 - - - - Transfer to stage 3 (30) - 30 - Disposal of subsidiary (19,937) (1,481) - (21,418) Net Loans originated 4,548 - 61 4,609 As at 31 December 2023 7,273 - 134 7,407 Trade receivables Status at reporting date The Group has assessed the trade and other receivables in accordance with IFRS 9 and determined that, at the balance sheet date, the lifetime ECL is ��nil (2022: ��nil). The contractual amount outstanding on ���nancial assets that were written off during the reporting period and are still subject to enforcement activity is ��nil at 31 December 2023 (2022: ��nil). Liquidity risk Liquidity risk is the risk that the Group does not have suf���cient ���nancial resources to meet its obligations as they fall due or will have to do so at an excessive cost. This risk arises from mismatches in the timing of cash ���ows which is inherent in all banking operations and can be affected by a range of Group speci���c and market-wide events. Liquidity risk management Group Finance performs treasury management for the Group, with responsibility for the treasury for each business entity being delegated to the individual subsidiaries. However, in line with the wider Group governance structure, Group Finance performs an important oversight role in the wider treasury considerations of the Group. The primary mechanism for maintaining this oversight is a formal requirement that subsidiaries' Finance teams notify all material Treasury matters to Group Finance. The main Group responsibilities are to maintain banking relationships, manage and maximise the ef���ciency of the Group's working capital and long-term funding and ensure ongoing compliance with banking arrangements. The Group currently does not have any offsetting arrangements. Liquidity stress testing The Group regularly conducts liquidity stress tests, based on a range of different scenarios to ensure it can meet all of its liabilities as they fall due. Maturity analysis for ���nancial assets and ���nancial liabilities The following maturity analysis is based on expected gross cash ���ows. Carrying Amount Less than 1 month 1-3 months 3 months to 1 year 1-5 years >5 years As at 31 December 2023 ��'000 ��'000 ��'000 ��'000 ��'000 ��'000 Financial Assets Cash and cash equivalents 10,140 10,140 - - - - Trade and other receivables 6,754 2,490 585 2,006 1,673 - Loans and advances 7,234 6,321 36 (63) 940 - 24,128 18,951 621 1,943 2,613 - Financial Liabilities Trade payables, other payables and accruals 4,889 1,574 2,260 819 236 - Borrowings 7,204 64 38 1,077 6,025 - 12,093 1,638 2,298 1,896 6,261 - Market risk Market risk is the risk that movements in market factors, such as foreign exchange rates, interest rates, credit spreads, equity prices and commodity prices will reduce the TruFin Group's income or the value of its portfolios. Market risk management TruFin Group's management objective is to manage and control market risk exposures in order to optimise return on risk while ensuring solvency. The core market risk management activities are: �� The identi���cation of all key market risk and their drivers �� The independent measurement and evaluation of key market risks and their drivers �� The use of results and estimates as the basis for the TruFin Group's risk/return-oriented management, and �� Monitoring risks and reporting on them. Interest rate risk management TruFin Group is exposed to the risk of loss from ���uctuations in the future cash ���ows or fair values of ���nancial instruments because of the change in market interest rates. Interest rate risk Interest rates on loans and advances are charged at competitive rates given current market condition. Should rates ���uctuate, this will be reviewed and pricing will be adjusted accordingly. 20. Non-controlling interests The summarised ���nancial information below represents ���nancial information for each subsidiary that has non-controlling interest that are material to the Group. The amounts disclosed for each subsidiary are before intragroup eliminations. The Group had a 72% (2022: 72%) ownership share of Bandana during the year. Statement of Financial Position Bandana 2023 ��'000 2022 ��'000 Current assets - 1 Current liabilities (5,464) (5,465) Equity attributable to owners of the Company (3,955) (3,955) Non-controlling interests (1,509) (1,509) Income Statement Bandana 2023 ��'000 2022 ��'000 Revenue - - Expenses - (251) Loss after tax - (251) Loss after tax attributable to owners of the Company - (182) Loss after tax attributable to the non-controlling interests - (69) Cash Flow Statement Bandana 2023 ��'000 2022 ��'000 Net cash from operating activities - - Net increase in cash and cash equivalents - - Non-controlling interest Bandana 2023 ��'000 2022 ��'000 Balance at 1 January (1,509) (1,440) Share of loss for the year - (69) Balance at 31 December (1,509) (1,509) The Group's effective ownership share of Satago Financial Solutions Limited ("Satago") at the reporting date is based on the net assets of the Satago Group at the reporting date, and the ownership waterfall following Lloyds Banking Group's ��5m investment in Satago in April 2022. Statement of Financial Position Satago 2023 ��'000 2022 ��'000 Current assets 9,705 10,397 Non-current assets 587 617 Current liabilities (3,606) (927) Equity attributable to owners of the Company 2,631 5,061 Non-controlling interests 4,055 5,026 Income Statement Satago 2023 ��'000 2022 ��'000 Revenue 2,523 1,860 Expenses (5,923) (3,926) Loss after tax (3,400) (2,001) Loss after tax attributable to owners of the Company (2,429) 1,910 Loss after tax attributable to the non-controlling interests (971) (91) Cash Flow Statement Satago 2023 ��'000 2022 ��'000 Net cash used in operating activities (4,507) (3,035) Net cash used in investing activities (275) (2,498) Net cash generated from ���nancing activities 2,558 7,360 Net (decrease)/increase in cash and cash equivalents (2,224) 1,827 Non-controlling interest Satago 2023 ��'000 2022 ��'000 Balance at 1 January 5,026 103 Share of loss for the year (971) (91) Arising from change in non-controlling interest - 14 Equity Raise - 5,000 Balance at 31 December 4,055 5,026 21. Leases The carrying amounts of the right-of-use assets recognised and the movements during the period are shown in Note 12. The lease liability and movement during the period were: Group ��'000 Lease liability recognised at 1 January 2023 285 Interest 13 Payments (82) Balance at 31 December 2023 216 Group ��'000 Lease liability recognised at 1 January 2022 25 Lease recognised in year 276 Interest 12 Payments (28) Balance at 31 December 2022 285 22. Earnings per share Earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the year. The calculation of the basis and adjusted earnings per share is based on the following data: 2023 2022 Number of shares (#) At year end 105,836,687 94,182,943 Weighted average 99,770,355 90,485,862 Earnings attributable to ordinary shareholders ��'000 ��'000 Loss after tax attributable to the owners of TruFin plc (6,472) (6,637) Adjusted earnings attributable to ordinary shareholders Loss after tax attributable to the owners of TruFin plc (6,472) (6,637) Loss after tax from continued operations (5,312) (6,677) (Loss)/pro���t from discontinued operations (1,160) 40 Share-based payments 766 - Adjusted 1 loss after tax attributable to the owners of TruFin plc (4,546) (6,677) Earnings per share Pence Pence Basic and diluted (6.5) (7.3) Basic and diluted from continuing operations (5.3) (7.4) Adjusted 1 (4.6) (7.4) * All Earnings per share ���gures are undiluted and diluted. Adjusted1 EPS excludes share-based payment expense and loss from discontinued operations from loss after tax Comparative ���gures have been restated to adjust for discontinued operations Management has been granted 9,551,342 share options in TruFin plc (see Note 6 for details). These could potentially dilute basic EPS in the future, but were not included in the calculation of diluted EPS as they are antidilutive for the years presented as the Group is loss making. 23. Related party disclosures Key management personnel disclosures are provided in Notes 5 and 6. During the year, Playstack made loans to Storm Chaser UG, a company based in Germany. Storm Chaser UG is 100% owned by Storm Chaser Games -an associate company of Playstack (See Note 1). The balance of the loans (including interest) at the reporting date was ��940,000 (2022: ��525,000). 24. Events after the Reporting Date In March 2024, Playstack disposed of its augmented reality and gami���cation AdTech platform "Interact" to VCI Global Limited for $2,000,000 (��1,574,000). This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com. RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy. END FR EADDSASNLEAA