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FINSETA PLC

Earnings Release Sep 10, 2025

7641_ir_2025-09-10_3a885c86-6936-460e-ba23-36d8c03ecccd.html

Earnings Release

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National Storage Mechanism | Additional information

RNS Number : 6908Y

Finseta PLC

10 September 2025

Certain information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR") as applied in the United Kingdom. Upon publication of this Announcement, this information is now considered to be in the public domain .

10 September 2025

Finseta plc

("Finseta" or the "Company" or the "Group")

Interim Results

Finseta (AIM: FIN), a foreign exchange and payments solutions company offering multi-currency accounts to businesses and individuals through its proprietary technology platform , is pleased to announce its interim results for the six months ended 30 June 2025 ("H1 2025").

Financial Summary

·    Revenue of £5.9m (H1 2024: £5.1m), growth of 16%

·    Gross margin of 62.7% (H1 2024: 65.7%) reflecting a change in revenue mix

·    Adjusted1 EBITDA of £0.3m (H1 2024: £0.8m) as planned investments were made in the Group's new strategic initiatives to broaden capabilities and accelerate growth in the medium term

·    Cash and cash equivalents at 30 June 2025 were £2.4m (31 December 2024: £2.6m); net cash3 was £0.4m (31 December 2024: £0.6m)

Operational Summary

·    Growth in active customers2 to 1,101 (H1 2024: 952); as well as a significant increase in new customers onboarded to the platform but yet to transact

·    Received regulatory approval to provide payments services in the United Arab Emirates ("UAE"), resulting in significant revenue growth in the region

·    Full-service office established in Canada and commenced generating revenue

·    USD-related business was impacted by the effect on foreign exchange ("FX") rates of tariff-related developments, but now experiencing improvement

·    Launched the Finseta Corporate Card scheme to provide customers with an alternative payment method  

·    Significant milestone achieved post period with successful implementation of agency banking, which will enhance the Group's offering and enable it to attract a wider range of customers

Current Trading and Outlook

·   Following the previously announced delays to some payment transactions in H1 2025, the Group has experienced an improvement in its USD-related business as FX rates normalise, albeit, to date, to a lesser extent than previously anticipated. As a result, the Board is taking a more cautious view of the full year and now expects to report year-on-year revenue growth for FY 2025 of c. 11%

·   Cost discipline is being maintained and total operating costs are anticipated to be slightly lower than initially expected for FY 2025

·   In the medium term, the strategic actions that the Group has taken position Finseta to substantially accelerate sales growth and increase profitability

James Hickman, CEO of Finseta, said: "This has been another period of significant strategic delivery for Finseta. We have invested in several initiatives that are diversifying our revenue streams and position us for sustainable growth. We are already experiencing the benefits of this strategy, which is set to accelerate our sales and increase our profit in the medium term. While our revenue growth has been constrained by global macroeconomic factors, particularly the impact on foreign exchange rates of US trade policy, it is pleasing to see more positive momentum as we progress through H2, albeit to a lesser extent than initially expected. In addition, we are particularly excited about the prospects for our Dubai operation, which is performing ahead of our expectations and will make an important contribution to our expected revenue growth for the full year. Accordingly,  with the foundations of our business having been further enhanced, we remain confident in our ability to deliver sustained value for our shareholders."

Enquiries  

Finseta                                

James Hickman, Chief Executive Officer

Judy Happe, Chief Financial Officer
+44 (0)203 971 4865
Shore Capital (Nominated Adviser and Broker)

Daniel Bush / Tom Knibbs (Corporate Advisory)

Guy Wiehahn (Corporate Broking)
+44 (0)207 408 4090
Gracechurch Group (Financial PR)

Harry Chathli / Claire Norbury
+44 (0)204 582 3500

About Finseta plc

Finseta plc (AIM: FIN) is a foreign exchange and payments company offering multi-currency accounts and payment solutions to businesses and individuals. Headquartered in the City of London, Finseta combines a proprietary technology platform with a high level of personalised service to support clients with payments in over 165 countries in 150 currencies. With a track record of over 15 years, Finseta has the expertise, experience and expanding global partner network to be able to execute complex cross-border payments. It is fully regulated, through its wholly-owned subsidiaries, by the Financial Conduct Authority as an Electronic Money Institution; by the Financial Transactions and Reports Analysis Centre of Canada as a Money Services Business; and by the Dubai Financial Services Authority under a Category 3D licence. www.finseta.com

Investor Presentation

James Hickman, CEO, and Judy Happe, CFO, will provide a live presentation via Investor Meet Company at 9.30am BST today. The presentation is open to all existing and potential shareholders. Investors can sign up to Investor Meet Company for free and add to meet Finseta via: https://www.investormeetcompany.com/finseta-plc/register-investor

Operational Review

Finseta made significant strategic and operational progress during the first six months of 2025 with the Group achieving a number of milestones across its three strategic pillars of product, geography and people. Most notably, the investment that the Group has made to broaden its geographic footprint - with full-service, fully regulated offices being established in Dubai and Canada and additional UK salespeople - as well as expand the payment methods on offer with launch of the Finseta Corporate Card, has already begun to diversify the Group's revenue streams. This served to offset the previously announced weakness in the Group's USD-related business due to th e effects on FX rates and the global economy of tariff-related developments. In addition, the Group made important progress in its implementation of agency banking, which was completed post period and which further enhances Finseta's offer.

Performance

Revenue increased by 16% to £5.9m (H1 2024: £5.1m). This growth was driven by an increase in active customers to 1,101 (H1 2024: 952)2, reflecting the expansion of the sales team and introducer network. This also resulted in new customers who were onboarded to the Finseta platform in H1 2025 but yet to transact (and therefore not included in the active customer figure) being significantly higher than H1 2024, and ahead of management's expectations, positioning the Group for further growth. As previously announced, the conversion of newly onboarded customers to active customers during the period was constrained by the effects on FX rates and the global economy of tariff-related developments during H1 2025. The Group's USD-related business was particularly impacted. The Group is pleased to note that it is experiencing an improvement in its USD-related business in the second half of the year, albeit to a lesser extent than initially anticipated.  

By client type, the proportion of total revenue accounted for by private clients (primarily high net worth individuals ("HNWIs")) in H1 2025 was 42% (H1 2024: 60%) with corporate accounts contributing 58% (H1 2024: 38%). This reflects the impact on trading by HNWIs of the macroeconomic conditions described above.

Strategic execution

Finseta achieved a number of strategic milestones during the first half of 2025 across its three pillars of product, geography and people. While these actions require investment in the short term, they position the Group for accelerated sales growth and increased profitability in the medium term.

Product

A core element of the Group's strategy is to establish a global payments network that will enable clients to be able to pay in from, and pay out to, any jurisdiction (subject to regulatory restrictions) in any currency and via any payment method. 

A key development during the first half of the year was the work undertaken to implement UK agency banking, which was completed post period end. As a result, Finseta is now able to issue its own account numbers, which allows it to onboard a wider scope of customers. It also means that the Group is now indirectly connected to the Faster Payments System, enabling it to facilitate faster and more efficient transactions. This positions Finseta to become the primary payments provider for its clients, replacing their high street bank. It is also the first stage towards the Group integrating with such payments networks beyond the UK.

The Group made important progress during the period in expanding its payment method offering with the launch of the Finseta Corporate Card. The Finseta card, which is powered by Mastercard, is available to businesses as virtual or physical cards, has multi-currency capability and can be used in over 210 countries. While the Group has commenced generating initial revenues from the corporate card scheme, it is continuing to implement improvements which will enable it to accelerate the roll-out in due course. This new offering will provide the Group with an additional, high-margin, repeatable revenue stream from business customers and will expand its addressable target market, further diversifying the Group's revenue base.

The Group has continued to expand its global payments network by establishing new counterparty partnerships. This enabled the Group to broaden the number of currencies and countries where it can transact, as well as expanding the business sectors it can serve. The Group can now pay out to over 165 countries in 150 currencies compared with 140 currencies this time last year. The addition of further counterparty capability is also supporting the Group's Finseta Solutions offering, which is specifically focused on providing solutions to clients with more complex needs and which require a higher level of service. The Group expects to invest to accelerate this activity over the next 12 months to establish additional counterparty relationships.

Geography

A core pillar of the Group's strategy is geography - that is, expanding the Group's capabilities to enable clients to transact to and from anywhere in the world (subject to regulatory restrictions). This includes through establishing further counterparty relationships, as noted above, as well as expanding Finseta's own geographical footprint and regulatory capabilities.

A significant milestone was achieved with the Dubai Financial Services Authority ("DFSA") granting the Group a Category 3D licence that authorises Finseta to provide payment services within the UAE. This enables the Group to significantly expand its activities in the UAE by being able to service corporate and professional clients as well as to transact locally to benefit from faster, more efficient transaction processing and at a lower cost . The Group has experienced strong growth, ahead of management's expectations, in Dubai since the DFSA licence was granted. As a result, the Group intends to invest further in the sales team to support this growth, which it expects will accelerate further once its integration with the local payments systems completes in the coming months.

During the period, the Group launched a full-service office in Canada. This followed the receipt in the prior year of a Money Services Business licence from the Financial Transactions and Reports Analysis Centre of Canada, which enables the Group to operate a payments company in Canada and provide payments services to Canadian businesses and individuals. With the Group having previously received enquiries in Canada for its services through its existing network, the establishment of a regulated business allows Finseta to fully pursue such opportunities while benefitting from being able to transact locally with integration with local payment systems being complete. The Group has commenced generating revenue in Canada and has established a pipeline of new business opportunities.

People

As a high-touch, service-led business, the strength of Finseta's people is crucial. The Group continued to invest in its workforce with new hires primarily in sales functions in Dubai and the UK, which contributed to growth from customers in those geographies.

With client acquisition being predominantly introducer-led, relationships are key to Finseta's ongoing growth. Accordingly, the Group continued to expand and deepen its network of introducers in order to continue to increase its client base and diversify payment flows across a broader range of currencies.

Financial Review

Revenue for the six months to 30 June 2025 grew by 16% to £5.9m (H1 2024: £5.1m). This growth was primarily a result of an increase in active customers.

Gross margin was 62.7% (H1 2024: 65.7%), with the change compared with the first half of the prior year being due to revenue mix. This lower gross margin was offset by the increase in revenue, with gross profit increasing to £3.7m (H1 2024: £3.3m).

Operating expenses were £3.9m for the first half of 2025 compared with £2.8m for H1 2024. This primarily reflects the planned investment in the Group's new strategic initiatives, which have substantially broadened the Group's capabilities and are expected to significantly accelerate sales growth and increase profitability in the medium term. 

Adjusted EBITDA was £0.3m (H1 2024: £0.3m) and loss from operations was £0.2m (H1 2024: £0.6m profit), which reflects the increased expenses. Adjusted EBITDA is stated after the add-back of other operating income, share-based compensation, profit from the disposal of a subsidiary in H1 2024 and non-cash based accounting adjustments in respect of the Group's corporate premises (see the statement of comprehensive income for further detail).

Loss before tax was £0.3m in H1 2025 compared with £0.6m profit for H1 2024. The Group recognised a tax credit of £48k compared with a tax expense of £118k for the first half of the prior year. As a result, net loss was £0.2m (H1 2024: £0.5m profit).

Basic and diluted loss per share was 0.37 pence (H1 2024: 0.79 pence earnings and 0.74 pence earnings, respectively) due to the net loss as described above.

Cash generated from operations was £0.4m (H1 2024: £0.8m), with the reduction primarily due to the operating loss. Cash used in investing activities was £0.4m (H1 2024: £0.2m), which primarily reflects the Group's investment in its implementation of agency banking. Cash used in financing activities was £0.1m compared with £0.2m in H1 2024, reflecting lease payments for the Group's corporate premises in London and now also Dubai.

At 30 June 2025, cash and cash equivalents were £2.4m (31 December 2024: £2.6m), with net cash of £0.4m3 (31 December 2024: £0.6m).

Outlook

The Group has continued to experience positive momentum through the second half of the year to date, including new customer acquisition remaining strong. In particular, the Group's operation in Dubai is performing ahead of management's expectations and the Canadian operation continues to grow. In the Group's USD-related business, the Group is experiencing an improvement in the second half of the year, albeit to a lesser extent than initially expected. As a result, the Board is taking a more cautious view of the full year and now expects to report year-on-year revenue growth for full year 2025 of approximately 11%. While the Group continues to invest in its strategy, it is maintaining its cost discipline with fixed costs anticipated to be in line with management expectations and total operating costs slightly lower than initially expected for FY 2025.

Looking further ahead, the strategic actions that the Group has taken, along with continued investment in its strategy, position Finseta to substantially accelerate sales growth and increase profitability in the medium term. With the strong foundations that have already been established, the Board is confident that these actions will deliver sustainable growth and generate value for shareholders.

Notes

1 Adjusted to exclude other operating income, share-based compensation, profit from the disposal of a subsidiary (in H1 2024), and the rental cost of the Group's corporate premises (see the Financial Review for further detail)

2 Defined as customers who traded through Finseta during the six-month periods to 30 June 2025 and 30 June 2024 respectively

3 Defined as cash and cash equivalents less loan notes

Consolidated Statement of Comprehensive Income

Unaudited 6 months to 30 June 2025 Unaudited 6 months to 30 June 2024 Audited

12 months to

              31 Dec            2024
Notes £ £ £
Revenue 5,861,704 5,059,757 11,354,451
Cost of sales (2,184,569) (1,733,605) (3,895,145)
Gross profit 3,677,135 3,326,152 7,459,306
Share-based compensation 6 (96,862) (169,007) (263,395)
Further adjustments to adjusted EBITDA (see below) (432,360) (126,564) (554,131)
Other administrative expenses (3,390,965) (2,495,486) (5,444,467)
Total administrative expenses (3,920,187) (2,791,057) (6,261,993)
Other operating income 3 43,020 92,683 315,861
Adjusted EBITDA 286,171 830,666 2,014,839
Stated after the add-back of:
- other operating income (43,020) (92,683) (315,861)
- share-based compensation 6 96,862 169,007 263,395
- profit on disposal of subsidiary 8 - (150,000) (150,000)
- amortisation of intangible assets 7 436,513 279,153 571,090
- Impairment of goodwill - - 139,640
- IAS 17 rent reversal (175,838) (156,600) (317,244)
- depreciation of property, plant and equipment 171,686 154,011 310,645
(Loss)/profit from operations 2 (200,032) 627,778 1,513,174
Finance and other income 4 23,791 45,000 75,316
Finance costs 4 (82,398) (103,507) (196,460)
(Loss)/profit before tax (258,639) 569,271 1,392,030
Income tax 47,637 (117,983) (395,483)
(Loss)/profit for the financial period (211,002) 451,288 996,547
Total comprehensive (loss)/profit for the period (211,002) 451,288 996,547
(Loss)/profit per share from continuing operations:
Profit per ordinary share - basic (pence) 5 (0.37) 0.79 1.74
Profit per ordinary share - diluted (pence) 5 (0.37) 0.74 1.66

Consolidated Statement of Financial Position

Unaudited as at 30 June 2025 Unaudited as at 30 June 2024 Audited

as at 31 Dec 2024
Notes £ £ £
ASSETS
Non-current assets
Intangible assets and goodwill 7 2,188,253 1,642,763 2,287,816
Tangible assets 110,506 36,314 63,916
Right-of-use assets 12 541,573 651,680 506,862
Deferred tax 13 350,018 579,921 302,381
3,190,350 2,910,678 3,160,975
Current assets
Trade and other receivables 9 2,147,725 1,057,289 1,654,424
Cash and cash equivalents 2,433,238 2,768,005 2,580,609
4,580,963 3,825,294 4,235,033
TOTAL ASSETS 7,771,313 6,735,972 7,396,008
Equity
Share capital 6 579,671 574,171 574,171
Share premium 6,241,248 6,191,748 6,191,748
Share-based payment reserve 827,272 949,396 1,043,784
Merger relief reserve 5,557,645 5,557,645 5,557,645
Reverse acquisition reserve (3,140,631) (3,140,631) (3,140,631)
Retained earnings (7,208,868) (7,856,499) (7,311,240)
TOTAL EQUITY 2,856,337 2,275,830 2,915,477
Non-current liabilities
Loan notes 11 2,000,000 2,000,000 2,000,000
Obligations under leases 14 162,485 399,293 246,117
2,162,485 2,399,293 2,246,117
Current liabilities
Trade and other payables 10 2,350,364 1,475,854 1,936,975
Loan notes 11 - 172,578 -
Obligations under leases 14 402,127 280,009 297,439
Deferred consideration - 132,408 -
2,752,491 2,060,849 2,234,414
TOTAL EQUITY AND LIABILITIES 7,771,313 6,735,972 7,396,008

Consolidated Statement of Changes in Equity

Share capital Share premium Share-based payment reserve Merger relief reserve Reverse acquisition reserve Retained earnings Total
£ £ £ £ £ £ £
At 1 January 2024 574,171 6,191,748 780,389 5,557,645 (3,140,631) (8,307,787) 1,655,535
Share-based payments - - 169,007 - - - 169,007
Other comprehensive income - - - - - 451,288 451,288
At 30 June 2024 574,171 6,191,748 949,396 5,557,645 (3,140,631) (7,856,499) 2,275,830
Share-based payments - - 94,388 - - - 94,388
Other comprehensive income - - - - - 545,259 545,259
At 31 December 2024 574,171 6,191,748 1,043,784 5,557,645 (3,140,631) (7,311,240) 2,915,477
Issue of new equity 5,500 49,500 - - - - 55,000
Share-based payments - - 96,862 - - - 96,862
Share options forfeited - - (271,075) - - 271,075 -
Share options exercised - - (42,299) - - 42,299 -
Other comprehensive loss - - - - - (211,002) (211,002)
At 30 June 2025 579,671 6,241,248 827,272 5,557,645 (3,140,631) (7,208,868) 2,856,337

Consolidated Cash Flow Statement

Unaudited

 six months

to 30 June 2025
Unaudited

 six months

to 30 June 2024
Audited

12 months

 to 31 Dec 2024
£ £ £
(Loss)/profit before tax (258,639) 569,271 1,392,030
Adjustments to reconcile profit before tax to cash generated from operating activities:
Other operating income (10,326) 8,274 (12,478)
Finance income (23,791) (45,000) (75,316)
Finance costs 82,398 103,507 196,460
Share-based compensation 96,862 169,007 263,395
Profit on disposal of subsidiary - (150,000) (150,000)
Depreciation and amortisation 608,198 433,164 881,735
Loss on disposal of property, plant and equipment - 656 1,180
(Increase)/decrease in trade and other receivables (494,002) 303,152 (250,281)
Increase/(decrease) in trade and other payables 360,021 (609,691) (54,741)
Cash generated from operating activities 360,721 782,340 2,191,984
Investing activities
Purchases of property, plant and equipment (62,781) (13,304) (55,150)
Internally generated software development (313,746) (235,711) (1,439,020)
Proceeds from disposal of subsidiary - 150,000 150,000
Proceeds from disposal of property, plant and equipment - - 1,900
Settlement of deferred consideration - (105,431) -
Cash used in investing activities (376,527) (204,446) (1,342,270)
Financing activities
Shares issued (net of costs) 55,000 - -
Interest and similar income 34,361 35,883 78,732
Interest and similar charges (30,000) (32,589) (96,903)
Settlement of loan note - - (172,578)
Settlement of deferred consideration - - (105,431)
Lease payments (190,926) (156,600) (316,342)
Cash used in financing activities (131,565) (153,306) (612,522)
(Decrease)/Increase in cash and cash equivalents (147,371) 424,588 237,192
Cash and cash equivalents at beginning of period 2,580,609 2,343,417 2,343,417
Cash and cash equivalents at end of period 2,433,238 2,768,005 2,580,609

Notes to the financial statements

1.         General information and basis of preparation

Finseta plc is a public limited company, incorporated and domiciled in England. T he Company was admitted to trading on AIM, London Stock Exchange's market for small and medium size growth companies, on 6 April 2021 . The registered office of the Company is 14-18 Copthall Avenue, London, EC2R 7DJ. Finseta plc is a foreign exchange and payments company offering multi-currency accounts to businesses and individuals using a proprietary cloud-based multi-currency payments platform.

The consolidated financial information contained within these financial statements is unaudited and does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. While the financial figures included in this interim report have been prepared in accordance with IFRS applicable to interim periods, this interim report does not contain sufficient information to constitute an interim financial report as defined in IAS 34. Financial information for the year ended 31 December 2024 has been extracted from the audited financial statements for that year. The accounting policies applied by the Group in this consolidated interim financial report are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2024.

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

Details of subsidiary undertakings and % shareholding:

Finseta Payment Solutions Ltd                                    -              100% owned by the Company

Cornerstone Middle East FZCO                                   -              100% owned by the Company

Pangea FX Limited                                                        -              100% owned by the Company

Finseta Payments Corp                                                -              100% owned by the Company

Finseta Payments (DIFC) Ltd                                       -              100% owned by the Company

Going concern

As at 30 June 2025, the Group's Statement of Financial Position showed cash and cash equivalents of £2,433,238 . The Group's balance sheet also showed a liability of £2,000,000 related to a loan note held by Robert O'Brien, the Company's largest shareholder and Chief Commercial Officer, that is due for repayment on 31 July 2026.

The Group recorded a loss of £211,002 during the period ended 30 June 2025, and profits for 2025 are expected to be lower than 2024, reflecting the investments in various strategic initiatives. However, the Board is confident the Group is well positioned for profit and cash generation in future periods.

The Board continues to closely monitor the Group's performance and considers a range of risks that could affect the future performance and position of the Group. The Board considers the Group has a reasonable expectation that it has adequate resources to continue to operate for the foreseeable future and therefore the financial statements are prepared on a going concern basis.

2.         Profit from operations

Unaudited six months to 30 June 2025 Unaudited six months to 30 June 2024 Audited

12 months to 31 Dec

2024
£ £ £
Profit from operations is stated after charging/(crediting):
Share-based compensation 96,862 169,007 263,395
Expensed software development costs 51,065 36,117 92,594
Release of deferred consideration liability - - (139,640)
Depreciation of property, plant and equipment 16,191 9,193 21,009
Depreciation of right-of-use assets 155,495 144,818 289,636
Amortisation of intangible assets 436,513 279,153 571,090
Profit on disposal of subsidiary - (150,000) (150,000)
Impairment of goodwill (note 7) - - 139,640

3.         Other operating income

Unaudited six months to 30 June 2025 Unaudited

six months

to 30 June 2024
Audited

12 months

to 31 Dec 2024
£ £ £
Interest receivable from client cash balances 43,020 92,683 315,861

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

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

Interest earned on Finseta's own cash is recognised within finance and other income in the Consolidated Statement of Comprehensive Income.

4.         Interest and similar items

Unaudited six months to 30 June 2025 Unaudited

six months

to 30 June 2024
Audited

12 months

to 31 Dec 2024
£ £ £
Total finance and other income
Bank interest receivable 23,791 45,000 75,316
Total finance costs
Unwinding of discount - 9,340 16,572
Loan note interest 60,000 65,177 126,903
Other interest payable and charges - - 9
Interest on lease liabilities 22,398 28,990 52,976
82,398 103,507 196,460

5.         Earnings per share

Unaudited six months to 30 June 2025 Unaudited six months to 30 June 2024 Audited

12 months

to 31 Dec 2024
£ £ £
Statutory (loss)/profit (211,002) 451,288 996,547
Weighted average number of shares used in basic EPS 57,472,101 57,417,101 57,417,101
Effect of dilutive share options - 3,444,861 2,779,343
Weighted average number of shares used in diluted EPS 57,472,101 60,861,962 60,196,444
Earnings per share (pence)
Statutory total (loss)/earnings per share
Basic (0.37) 0.79 1.74
Diluted (0.37) 0.74 1.66

The loss incurred by the Group means that the effect of any outstanding warrants and options would be considered anti-dilutive. Therefore the diluted loss per share is equal to the basic loss per share.

6.         Share capital

Allotted, called up and fully paid

Ordinary shares Share capital
No. £
Ordinary shares of £0.01 each at 30 June 2025, 31 December 2024 (57,417,101 shares) and 30 June 2024 (57,417,101 shares) 57,967,101 579,671

Options and Warrants

On 20 February 2025, the Company granted 190,000 options under its equity-settled share-based remuneration schemes for employees with a weighted average exercise price of £0.36 and a vesting period between 2 and 3 years. 

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

Share price at grant date               - £0.35

Risk-free rate                                     - 4.3%

Expected Volatility                            - 48.9%

Contractual life                                  - 5 years

During the period, 20,000 options were forfeited (H1 2024: 20,000) at a weighted average exercise price of £0.32 per share. 754,134 warrants expired during the period (H1 2024: nil).

Share-based compensation charge

The Group's share-based compensation charge for the period ended 30 June 2025 of £96,862 (H1 2024: £169,007) consists of £36,301 (H1 2024: £64,172) in respect of warrants (including the impact of warrant expirations) and £60,561 (H1 2024: £104,835) in respect of share options granted under the Company's share option scheme (including the impact of option forfeitures).

7.         Intangible assets

Internally developed software

£
Software costs

£
Customer relationships

£
Goodwill

£
Trademarks

£
Cards

£
Total

£
COST
At 1 January 2025 2,632,144 15,611 615,756 420,300 116,590 296,503 4,096,904
Additions 300,005 - - - 13,426 23,520 336,951
At 30 June 2025 2,932,149 15,611 615,756 420,300 130,016 320,023 4,433,855
AMORTISATION
At 1 January 2025 1,317,128 15,611 336,710 139,640 - - 1,809,089
Charge for the period 325,521 - 61,576 - - 49,416 436,513
At 30 June 2025 1,642,649 15,611 398,286 139,640 - 49,416 2,245,602
NET BOOK VALUE
At 30 June 2025 1,289,500 - 217,470 280,660 130,016 270,607 2,188,253
At 30 June 2024 824,753 - 340,622 420,300 57,088 - 1,642,763
At 31 December 2024 1,315,016 - 279,046 280,660 116,590 296,503 2,287,815

8.         Disposal of Capital Currencies Limited

On 4 June 2024, the Group completed the sale of Capital Currencies Limited to Universe Payments Ltd and received £150,000 in cash consideration following the receipt of regulatory approval for the transaction from the FCA . The profit on disposal recognised by the Group in 2024 upon the sale of Capital Currencies Limited was therefore £150,000.

9.         Trade and other receivables

Unaudited

as at 30 June 2025
Unaudited

as at 30 June 2024
Audited

 as at 31 Dec 2024
£ £ £
Trade receivables 531,757 308,410 271,481
Prepayments and accrued income 405,485 344,389 295,715
Derivative financial assets at fair value 1,010,392 184,660 733,887
Other receivables 151,376 145,359 288,469
Taxes and social security 48,715 74,471 64,872
Total trade and other receivables 2,147,725 1,057,289 1,654,424

10.      Trade and other payables

Unaudited

as at 30 June 2025
Unaudited

as at 30 June 2024
Audited

as at 31 Dec 2024
£ £ £
Trade payables 463,992 412,134 293,680
Derivative financial liabilities at fair value 736,875 468,653 750,049
Other taxes and social security 165,908 165,986 205,491
Other payables and accruals 983,589 429,081 687,755
Total trade and other payables 2,350,364 1,475,854 1,936,975

11.      Loan Notes

Unaudited

as at 30 June 2025
Unaudited

as at 30 June 2024
Audited

as at 31 Dec 2024
£ £ £
CURRENT

Loan notes
- 172,578 -
NON-CURRENT

Loan notes
2,000,000 2,000,000 2,000,000

The non-current non-convertible loan note of £2,000,000 is issued to Robert O'Brien, a major shareholder in the Company and employee of the Group. The loan note is repayable on 31 July 2026 and carries a coupon rate of 6%.

On 31 August 2024, the Company made a payment of £172,578 as the full and final settlement of the deferred consideration in relation to the acquisition of Pangea FX Limited.

12.      Right-of-use assets

Leasehold property
£
COST
At 1 January 2025 868,907
Additions 189,748
1,058,655
AMORTISATION
At 1 January 2025 362,045
Charge for the period 155,494
FX (457)
At 30 June 2025 517,082
NET BOOK VALUE
At 30 June 2025 541,573
At 30 June 2024 651,680
At 31 December 2024 506,862

13.      Deferred tax

Acquired intangibles

£
Fixed asset and other temporary differences

£
Tax losses

£
Total

£
-
As at 1 January 2025 (69,760) (25,109) 397,250 302,381
Utilised during the period - - -
Credit during the period 11,700 - 35,937 47,637
At 30 June 2025 (58,060) (25,109) 433,187 350,018
Current 350,018
Non-current -
At 30 June 2024 (85,155) 688 664,388 579,921
Current 525,888
Non-current 54,033

14.      Obligations under leases

Leasehold property
£
At 1 January 2025 543,556
Additions 189,748
Finance costs £22,398
Payments (190,926)
Lease accrual (164)
At 30 June 2025 564,612
Current 402,127
Non-current 162,485
At 30 June 2024 697,302

15.      Related party transactions

At 30 June 2025, the Group had a £2,000,000 outstanding loan note to Robert O'Brien repayable on 31 July 2026 (see note 11).

16.      Events after the reporting date

There have been no events subsequent to the period end that require disclosure in these financial statements.

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