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REG - Fiinu PLC - Final Results

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RNS Number : 1078C  Fiinu PLC  08 June 2023

Certain information contained in this announcement would have been deemed
inside information for the purposes of Article 7 of the Market Abuse
Regulation (EU) No 596/2014 ('MAR'), which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, until the release of this announcement

8 June 2023

Fiinu Plc

("Fiinu", the "Company" or the "Group")

Final Results

 

Fiinu, a fintech group, creator of the Plugin Overdraft®, announces its
results for the period ended 31 December 2022 ("2022 Annual Report").

 

Commenting, Chris Sweeney, Chief Executive Officer said:

 

"Fiinu has had a very encouraging year with significant progress made despite
the extremely difficult capital markets, the increasingly challenging cost
environment and the extremely tight timetable in which to launch our business.
Whilst the business has focused on delivery against key milestones targets, we
have also built an exceptional team of motivated colleagues who want to build
something that will challenge the status quo in UK Retail Banking by utilising
technology to make a difference for hard-pressed consumers.  I am proud of
what we have achieved together in such a short space of time"

 

 

ENDS

 Enquiries:
 Fiinu plc                                                via Brazil London (press office for Fiinu)

 Chris Sweeney, Chief Executive Officer

 Philip Tansey, Chief Financial Officer

 www.fiinu.com (http://www.fiinu.com/)
 SPARK Advisory Partners Limited (Nomad)                  Tel:  +44 (0) 203 368 3550

 Mark Brady / Adam Dawes
 SP Angel Corporate Finance LLP (Joint Broker)            Tel:  +44 (0) 207 470 0470

 Matthew Johnson / Charlie Bouverat (Corporate Finance)

 Abigail Wayne / Rob Rees (Corporate Broking)

 Panmure Gordon (UK) Limited (Joint Broker)               Tel:  +44 (0)207 886 2500

 Stephen Jones / Atholl Tweedie (Corporate Finance)

 Hugh Rich (Corporate Broking)
 Brazil London (press office for Fiinu)                   Tel:  +44 (0) 207 785 7383

 Joshua Van Raalte / Christine Webb / Jamie Lester        Email: fiinu@agencybrazil.com (mailto:fiinu@agencybrazil.com)

 About Fiinu

Fiinu, founded in 2017, is a fintech group, that developed the Plugin
Overdraft® which is an unbundled overdraft solution allowing customers to
have an overdraft without changing their existing bank. The underlying bank
Independent Overdraft® technology platform is bank agnostic, that therefore
enables it to serve all other banks' customers. Open Banking allows Fiinu's
Plugin Overdraft® to attach ("plugin") to the customer's existing primary
bank account, no matter which bank they may use. Fiinu's vision is built
around Open Banking, and it believes that it increases competition and
innovation in UK banking.

For more information, please visit
www.fiinu.com (http://www.fiinu.com/) .

FOUNDER'S STATEMENT

We have come a long way and our mission is to revolutionise how people manage
their finances, creating better financial inclusion and increasing financial
flexibility for consumers.

 

We are currently focused on building a Bank Independent Overdraft® platform,
to promote our flagship product in the UK - Plugin Overdraft®, which will
give consumers access to an overdraft facility without the need to switch
banks and current accounts..

 

Evidence suggests that the current macroeconomic environment, rising
inflation, and cost-of-living crisis is resulting in more demand for an
overdraft, and that the gap between supply and demand of overdraft credit is
widening. In 2017, we presented a thematic analysis and details on how to
technically unbundle overdrafts from current accounts without the need for
customers to switch banks and thereby extending access to a broader population
and improving financial inclusion. The Fiinu business model is based on this.
It is technology- led using Open Banking to improve consumer outcomes in the
lending sector.

 

Customers will be able to link multiple bank accounts to their dedicated
overdraft account through Open Banking application programming interfaces
(APIs). The underwriting process is also led by Open Banking, as opposed to
conventional underlying risk-based underwriting methods.

 

Financial Inclusion

The presence of an arranged overdraft in a credit file can improve the credit
rating if consumers use it sensibly. The Open Banking-led underwriting model
is based on the principle that overdraft limits will be provided to those who
can demonstrate an ability to make repayments within a reasonable time without
adversely impacting their overall financial well-being or needing to borrow
more elsewhere to make repayment.

 

Over the past 12 months, only circa 10% of newly opened personal current
accounts in the UK include an agreed overdraft. Our model is adopting a
sophisticated approach to assess affordability and to set credit limits,
thereby potentially enabling it to extend its overdraft credit to a
substantially wider population than traditional banks.

 

Outlook and the Year Ahead

We have achieved a sequence of critical milestones, including the admission to
the AIM public market coupled with raising £14m of initial funding which has
allowed us to move at pace in developing our systems and control structures
and now, most recently, the conditional raising of up to £6.5m before costs
to support ongoing operations. The company is now focused on securing £34-42m
of capital and as is anticipated, a full unrestricted banking licence in the
second half of 2023.

 

MARKO SJOBLOM

Founder and Executive Director

 

CHAIR'S STATEMENT

 

Review and Outlook

I am delighted to present my first statement as Chairman at a most exciting
time in the UK banking market which Fiinu aims to revolutionise with the
provision of services to so many, to this point in time, under-served people.

 

I am particularly pleased with the work effort, commitment and achievements of
the entire team ranging from the Board through the management team and to all
our employees who have worked with diligence and speed and with a very clear
focus on the goal of obtaining an unrestricted banking licence and commencing
the provision of services to the UK public in, we anticipate, the second half
of 2023.

 

The building of a thorough governance framework across the group has been
particularly impressive and puts us in good shape in advance of the
anticipated commencement of business by providing a robust platform upon which
to build and develop.

 

I thank the Board for the huge progress we have made and in such a challenging
environment and want to also thank the previous Immediate Acquisition PLC
Board, for their stewardship up and until the reverse takeover by Fiinu
Holdings Limited in July 2022. This takeover provided the ability for the
group to access the capital markets through its AIM listing to obtain capital
to enable the growth of the business.

 

I also thank our shareholders for their support. We would not have been able
to achieve what we have without their loyalty and support.

 

We very much look forward to building upon these achievements and a very
exciting future.

 

DAVID HOPTON

Chair

 

 

CHIEF EXECUTIVE'S STATEMENT

 
Chief Executive's Statement Overview

Fiinu has had a significant year of progress despite the serious challenges
posed by the difficult capital markets, the ever increasing cost environment
and the extremely tight mobilisation year timetable.

 

It has been a year of milestones achieved against targets set and I thank all
our employees and business partners for their support. These targets included
especially the retention of our people, our control framework and the support
of our shareholders as we look to build on this first year.

 

The Year 2022

Through the reverse takeover (RTO) of Immediate Acquisition Plc, which was
subsequently re-named Fiinu Plc, the group concluded by the re-admission in
July of its shares to trading on the AIM market. This provided the group with
access to the capital markets to seek the required investment required to
support unrestricted launch of banking services. Over the following 6 months
the achievements were exceptional;

 

September 2022 saw the contract signed and configuration commenced on the core
banking platform with Tuum along with completion of the hiring of key
management positions;

 

October 2022: Contract signed with TransUnion to provide open banking and
credit reference services along with the key decision engine services
provider;

 

November 2022: The critical Payment Initiation Service Provider ("PISP") was
selected following a detailed process to provide inbound and outbound secure
payment services and Initial microservices covering customer identification
& validation and messaging were delivered into internal test environments;

 

December 2022: Regulatory Senior Management Function ("SMF") approval received
for Chief Financial Officer, Chief Risk Officer and Chair of Board Risk and
Compliance Committee and the development of the mobile application 'front end'
was completed.

 

Staff

We are blessed to have excellent people within the Group and we continue to
attract new individuals though I continue to monitor the head count required
by the our business plan. I thank all our members of staff for their
commitment and hard work in the past year as they managed the uncertainty and
challenges of the new working model.

 

Shareholders

I am delighted with the support, both in terms of capital investment and
guidance, received from our major shareholders and thank them and the new
investors who have joined and supported Fiinu in not only our reverse takeover
of Immediate Acquisition Plc to obtain access to the capital markets through
its AIM listing and £14million gross fund raise but also, following the end
of this financial year, the further conditional raise of up to £6.5m before
costs to support ongoing operations. The company is now focused on securing
£34-42m of capital to support its full unrestricted banking licence in the
second half of 2023.

 

Fiinu Technology

I am truly excited by the ground-breaking work being undertaken by our team
members in collaboration with our key external partners as they build out the
technology stack with some revolutionary applications and processes that will
lead to the provision of the Plugin Overdraft. Whilst we focus on securing the
future of banking it is becoming clear how large an opportunity for future
revenue streams our proprietary technology will become.

 

Consumers, Fairness & Opportunity

We at Fiinu believe that we are on a mission which is to provide on a far
fairer and more open basis a good quality banking overdraft facility to so
many people who have been denied this opportunity to help them in their well-
managed day-to-day affairs but also help them build up good credit histories
that other consumer lending products can not and do not.

 

Looking forward

The progress since the July 2022 RTO has been nothing short of spectacular and
has involved a deep level of commitment and dedication from our Board and
staff and our key suppliers and shareholders all of whom can see the vision
become reality in what is a very short period of time.

 

I look forward to the rest of this calendar year when we aim to move from
development and into the serious business of serving the UK consumer fair and
accessible lending in a market that currently underserves them.

 

CHRIS SWEENEY

Chief Executive Officer

 
CONSOLIDATED STATEMENT OF TOTAL COMPREHENSIVE INCOME

 

                                                          Period ended  Year ended

                                                          31 December   31 March
                                                          2022          2022

                                                          £             £

 Administrative expenses                                  (8,218,903)   (973,965)
 Operating loss

                                                          (8,218,903)   (973,965)
 Investment revenues                                      11,596        -
 Finance costs                                            (9,970)       (1,222)
 Loss before taxation

                                                          (8,217,277)   (975,187)
 Income tax income                                        377,879       -
 Loss and total comprehensive income for the period

                                                          (7,839,398)   (975,187)

 

Profit for the financial period is all attributable to the owners of the
parent company.

 

Total comprehensive income for the period is all attributable to the owners of
the parent company.

 

 Earnings per share
 Basic                   (3.31)  (0.52)
 Diluted                 (3.31)  (0.52)

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

                                    31 December   31 March

                                    2022          2022

                                    £             £

 ASSETS
 Non-current assets

 Intangible assets                  878,639       29,563
 Property, plant and equipment      276,524       5,412

                                    1,155,163     34,975
 Current assets

 Trade and other receivables

                                    660,078       45,964
 Current tax recoverable            352,879       95,150
 Cash and cash equivalents          7,045,161     275,370

                                    8,058,118     416,484
 Total assets

                                    9,213,281     451,459
 EQUITY

 Called up share capital            26,513,186    3,758,184
 Share premium account              9,194,313     5,189,313
 Merger reserve                     (21,120,782)  (5,090,626)
 Retained earnings                  (7,293,795)   (4,134,550)
 Total equity

                                    7,292,922     (277,679)
 LIABILITIES

 Non-current liabilities

 Lease liabilities

                                    93,425        -
 Current liabilities

 Trade and other payables

                                    1,693,603     729,138
 Lease liabilities                  133,331       -
                                    1,826,934     729,138
 Total liabilities

                                    1,920,359     729,138
 Total equity and liabilities

                                    9,213,281     451,459

 

 COMPANY STATEMENT OF FINANCIAL  POSITION

                                           2022         2021
                                           £            £
 ASSETS
 Non-current assets
 Property, plant and equipment             224,546      -
 Investments                               46,482,583   1,977,267
 Other receivables                         -            56,482

                                           46,707,129   2,033,749
 Current assets
 Trade and other receivables               1,801,269    1,050,267
 Cash and cash equivalents                 99,078       26,685

                                           1,900,347    1,076,952
 Total assets

                                           48,607,476   3,110,701

 EQUITY
 Called up share capital                   26,513,186   3,758,184
 Share premium account                     27,944,314   5,189,313
 Revaluation reserve                       -            836,265
 Shared based reserve                      40,218       40,218
 Retained earnings                         (7,093,177)  (7,176,955)
 Total equity

                                           47,404,541   2,647,025
 LIABILITIES
 Non-current liabilities
 Lease liabilities                         93,425       -
 Current liabilities
 Trade and other payables                  976,179      463,676
 Lease liabilities                         133,331      -

                                           1,109,510    463,676
 Total liabilities

                                           1,202,935    463,676
 Total equity and liabilities

                                           48,607,476   3,110,701

 

As permitted by s408 Companies Act 2006, the company has not presented its own
income statement and related notes. The company's loss for the year was
£752,487 (2021 - £649,784 loss).

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

 Share                                                       Share    Merger   Retained  Total
 capital                                                     premium  reserve  earnings
                                                             account

                             £                               £        £        £         £

As restated for the period ended 31 March 2022:

 

 Balance at 1 April 2021                                 2,558,184     3,586,541  (2,687,835)     (3,159,363)   297,527
                                                         2,558,184     3,586,541

                                                                                  (2,687,835)     (3,159,363)   297,527
 Period ended 31 March 2022:
 Loss and total comprehensive income for the period                                               (975,187)     (975,187)
 Issue of share capital                                  1,200,000     1,602,772  (2,402,791)     -             399,981
 Balance at 31 March 2022                                3,758,184     5,189,313

                                                                                  (5,090,626)     (4,134,550)   (277,679)
 Period ended 31 December 2022:
 Loss and total comprehensive income for the period

                                                         -             -          -               (7,839,398)   (7,839,398)
 Issue of share capital                                  4,005,000     4,005,000  -               -             8,010,000
 Share-based payment credit                              -             -          -               4,680,153     4,680,153
 Effect of reverse take-over                             18,750,002    -          (16,030,156)                  2,719,846

 Balance at 31 December 2022                             26,513,186    9,194,313   (21,120,782)   (7,293,795)   7,292,922

 

 

COMPANY STATEMENT OF CHANGES IN EQUITY
 
 
                                                             Share capital    Share premium account    Merger reserve  Share-based payment reserve    Retained earnings  Total

                                                                              £                                        £

                                                             £                                         £                                              £

                                                                                                                                                                         £
 Balance at 1 January 2021                                   2,558,184        3,586,541                67,500          40,218                         (6,527,171)        (274,728)
 Year ended 31 December 2021

 Loss and total comprehensive income for the year            -                -                        -               -                              (649,784)          (649,784)
 Transactions with owners in their capacity as owners:

 Issue of share capital                                      1,200,000        1,602,772                -               -                              -                  2,802,772
 Other movements                                             -                -                        768,765         -                              -                  768,765
 Balance at 31 December 2021                                 3,758,184        5,189,313                                40,218                         (7,176,955)        2,647,025

                                                                                                       836,265
 Period ended 31 December 2022:

 Loss and total comprehensive income for the year            -                -                                        -

                                                                                                       -                                              (752,487)          (752,487)
 Transactions with owners in their capacity as owners:

 Issue of share capital                                      22,755,002       22,755,001               -               -                              -                  45,510,003
 Transfer from revaluation reserve                           -                -                        (836,265)       -                              836,265            -
 Balance at 31 December 2022                                 26,513,186       27,944,314                               40,218

                                                                                                       -                                              (7,093,177)        47,404,541

 

CONSOLIDATED STATEMENT OF CASH FLOWS

 

31 December                        31 March

2022
2022

 
£
£
£                     £

 

 Cash flows from operating activities
 Cash absorbed by operations                                          (4,497,027)             (692,240)
 Interest paid                                                        -                       (1,222)
 Income taxes refunded                                                120,150                 -
 Net cash outflow from operating activities

                                                                      (4,376,877)             (693,462)
 Investing activities
 Purchase of intangible assets                             (849,076)                (26,063)
 Purchase of property, plant and equipment                 (50,457)                 -
 Interest received                                         11,596                   -
 Net cash used in investing activities                                (887,937)               (26,063)
 Financing activities
 Proceeds from issue of shares                             8,010,000                399,981
 Net of cash acquired on reverse takeover                  3,577,275                -
 Proceeds from borrowings                                  500,000                  -
 Payment of lease liabilities                              (47,533)                 -
 Interest paid                                             (5,137)                  -
 Net cash generated from financing activities                         12,034,605              399,981
 Net increase/(decrease) in cash and cash equivalents

                                                                      6,769,791               (319,544)
 Cash and cash equivalents at beginning of year                       275,370                 594,914
 Cash and cash equivalents at end of year

                                                                      7,045,161               275,370

 

COMPANY STATEMENT OF CASH FLOWS

 

31 December                        31 March

2022
2022

Notes
£
£
£                     £

 

 Cash flows from operating activities
 Cash absorbed by operations                         34               (3,365,399)                (1,549,239)
 Interest paid                                                        -                          47
 Net cash outflow from operating activities

                                                                      (3,365,399)                (1,549,192)
 Investing activities
 Purchase of additional capital in subsidiaries          (8,982,580)                -
 Proceeds from disposal of subsidiaries                  1,882,500                  -
 Loans made                                              -                          (1,050,000)
 Repayment of loans                                      1,050,000                  -
 Purchase of investments                                 -                          (249,083)
 Proceeds from disposal of investments                   951,460                    -
 Interest received                                       69,111                     72,188
 Net cash used in investing activities                                (5,029,509)                (1,226,895)
 Financing activities
 Proceeds from issue of shares                           8,010,000                  3,000,000
 Share issue costs                                       -                          (197,228)
 Proceeds from borrowings                                500,000                    -
 Non-operating income treated as financing activity

                                                         (42,699)                   -
 Net cash generated from financing activities                         8,467,301                  2,802,772
 Net increase in cash and cash equivalents

                                                                      72,393                     26,685
 Cash and cash equivalents at beginning of year                       26,685                     -
 Cash and cash equivalents at end of year

                                                                      99,078                     26,685

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

1      Accounting policies

 

Company information

Fiinu plc is a public company limited by shares incorporated in England and
Wales. The registered office is Meadows Business Park, Station Approach,
Blackwater, Camberley, GU17 9AB. The group's principal activity is of banking
services to provide overdrafts through Open Banking to retail customers. The
group is currently in the mobilisation phase.

 

The group consists of Fiinu plc and all of its subsidiaries.

 

1.1    Accounting convention

The Group's consolidated and the Company's financial statements are prepared
in accordance with UK- adopted international accounting standards and the
Companies Act 2006 requirements, except as otherwise stated. On publishing the
parent company financial statements here together with the consolidated
financial statements, the company is taking advantage of the exemption in s408
of the Companies Act 2006 not to present its individual statement of profit
and loss. Profit and loss and other comprehensive income and related notes
that form a part of these approved financial statements.

 

The AIM Rules require that the consolidated financial statements of the group
be prepared in accordance with International Financial Reporting Standards.

 

During the period ended December 2022, Fiinu Holdings Ltd and Fiinu Bank Ltd
adopted International Financial Reporting Standards (IFRS) having previously
prepared financial statements in accordance with United Kingdom Generally
Accepted Accounting Practice (UKGAAP). As such the group has applied the
provisions of IFRS1, First-time adoption of International Financial Reporting
Standards' (IFRS1) in the preparation of this annual report.

 

The reported financial position and financial performance for the previous
period are reconciled in note 25.

 

For the year ended 31 December 2022 the parent company has continued to apply
International Financial Reporting Standards (IFRS) in line with previous
accounting periods.

 

The financial statements are prepared in sterling, which is the functional
currency of the group. Monetary amounts in these financial statements are
rounded to the nearest £.

 

The financial statements have been prepared under the historical cost
convention. The principal accounting policies adopted are set out below.

 

There are no new standards or amendments to standards which are material to
the financial statements and mandatory for the first time for the financial
year ended 31 December 2022.

 

1.2    Reverse takeover transactions

On 15 June 2022 The Directors of Immediate Acquisition Plc announced that it
had entered into a Sale and Purchase Agreement to acquire Fiinu Holdings Ltd
which, on account of the relative sizes of the two entities, constituted a
reverse takeover under the London Stock Exchange AIM Rules. As a prelude to
the acquisition, which completed on 7 July 2023, Immediate Acquisition Plc
raised £8.01million in new equity capital. The shares in the enlarged company
were then readmitted to trading on the AIM market on 8 July 2023 under its new
name of Fiinu plc.

 

Where there has been a reverse takeover, the coming together of the entities
does not constitute a business combination and as such the transaction is
accounted for as, in substance, a capital reorganisation. The accounting
acquirer is different from the legal acquirer. As such, from an accounting
perspective, the previous comparatives and any results prior to the reverse
takeover have not been presented and the assets and liabilities of the
accounting acquirer are recorded in the consolidated financial statements at
their pre- combination amounts. The share capital in the consolidated
financial statements however, reflects that of the legal acquirer.

 

Fiinu Holdings Ltd has been identified as the accounting acquirer and Fiinu
plc, the legal acquirer. The share capital in the consolidated accounts
reflects that of the legal acquirer, being Fiinu plc. The comparatives, and
any results prior to 8 July 2022 of Fiinu plc have not been presented and the
assets and liabilities of the Fiinu Holdings Limited group have been recorded
in the consolidated financial statements at their pre-combination amounts.

 

1.3    Basis of consolidation

All financial statements are made up to 31 December 2022. Where necessary,
adjustments are made to the financial statements of subsidiaries to bring the
accounting policies used into line with those used by other members of the
group.

 

All intra-group transactions, balances and unrealised gains on transactions
between group companies are eliminated on consolidation. Unrealised losses are
also eliminated unless the transaction provides evidence of an impairment of
the asset transferred.

 

Subsidiaries are consolidated in the group's financial statements from the
date that control commences until the date that control ceases.

 

Acquisitions are accounted for using the acquisition method. the cost of an
acquisition is measured at fair value at the date of exchange of the
consideration. Identifiable assets and liabilities of the acquired business
are recognised at their fair value at the date of acquisition. To the extent
that the cost of an acquisition exceeds the fair value of the net assets
acquired the difference is recorded as goodwill. Where the fair value of the
net assets acquired exceeds the cost of an acquisition the difference is
recorded in profit and loss.

 

1.4    Going concern

The financial statements have been prepared on a going concern basis. In
assessing going concern, the Directors have considered the current statement
of financial position, the financial projections, longer-term strategy of the
business and the capital and liquidity plans, including stress tests and plans
for future capital injections.

 

The circumstances in relation to the requirement to raise capital to support
year one of operations post approval from the PRA and FCA to operate as a bank
without restrictions, following the re-submission of Fiinu Bank's banking
application. This represents a material uncertainty that may cast significant
doubt on the ability of the bank and therefore potentially the Group to
continue as a going concern.

1.5    Intangible assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost
and are subsequently measured at cost less accumulated amortisation and
accumulated impairment losses.

 

Research and development expenditure

 

Expenditure on research is recognised as an expense in the period in which it
is incurred.

 

Cost that are directly attributable to the development phase of new customised
technologies are recognised as intangible assets provided they meet the
following recognition criteria:

·    completion of the intangible asset is technically feasible so that it
will be available for use or sale;

·    the group intends to complete the intangible asset and use or sell
it;

·    the group has the ability to use or sell the tangible asset;

·    the intangible asset will generate probable future economic benefits.
Among other things, this requires that there is a market for the output from
the intangible asset or the intangible asset itself, or, if it is to be used
internally, the asset will be used in generating such benefits;

·    there are adequate technical, financial and other resources to
complete the development and to use or sell the intangible asset; and

·    the expenditure attributable to the intangible asset during its
development can be measured reliably. Development costs not meeting the
criteria for capitalisation are recognised as expenses as incurred.

 

Amortisation is recognised as an administrative expense in profit or loss on a
straight line basis over the estimated useful lives of intangible assets,
other than goodwill, from the date that they are available for use. The
estimated useful lives for intangible assets are as follows:

 

Research and development
not yet in use

 

1.6    Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently
measured at cost or valuation, net of depreciation and any impairment losses.

 

Cost includes expenditures that are directly attributable to the acquisition
of the asset. Purchased software that is integral to the functionality of the
related equipment is capitalised as part of that equipment.

 

Depreciation is recognised so as to write off the cost or valuation of assets
less their residual values over their useful lives, leased assets are
depreciated over the shorter of the lease term and their useful lives.
Depreciation is recognised on the following bases:

 

Leasehold
property
Over the period of the lease

Office and IT
equipment                               3-10
years

Plant and
equipment
3-7 years

Computers and network equipment               3-5 years or
contract term if shorter

 

The gain or loss arising on the disposal of an asset is determined as the
difference between the sale proceeds and the carrying value of the asset, and
is recognised in the income statement.

 

1.7    Non-current investments

Interests in subsidiaries, associates and jointly controlled entities are
initially measured at cost and subsequently measured at cost less any
accumulated impairment losses. The investments are assessed for impairment at
each reporting date and any impairment losses or reversals of impairment
losses are recognised immediately in profit or loss.

 

A subsidiary is an entity controlled by the parent company. Control is the
power to govern the financial and operating policies of the entity so as to
obtain benefits from its activities.

 

1.8    Borrowing costs

Finance costs comprise interest expense on borrowings including leases which
are recognised in profit or loss in the period in which they are incurred.

 

1.9    Impairment of tangible and intangible assets

At each reporting end date, the group reviews the carrying amounts of its
tangible and intangible assets to determine whether there is any indication
that those assets have suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset is estimated in order to determine
the extent of the impairment loss (if any). Where it is not possible to
estimate the recoverable amount of an individual asset, the group estimates
the recoverable amount of the cash-generating unit to which the asset belongs.

 

Intangible assets with indefinite useful lives and intangible assets not yet
available for use are tested for impairment annually, and whenever there is an
indication that the asset may be impaired.

 

1.10  Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with
banks, other short-term liquid investments with original maturities of three
months or less, and bank overdrafts. Bank overdrafts are shown within
borrowings in current liabilities.

 

1.11  Financial assets

Financial assets are recognised in the group's statement of financial position
when the group becomes party to the contractual provisions of the instrument.
Financial assets are classified into specified categories, depending on the
nature and purpose of the financial assets.

 

At initial recognition, financial assets classified as fair value through
profit and loss are measured at fair value and any transaction costs are
recognised in profit or loss. Financial assets not classified as fair value
through profit and loss are initially measured at fair value plus transaction
costs.

 

Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial
assets is not met, a financial asset is classified as measured at fair value
through profit or loss. Financial assets measured at fair value through profit
or loss are recognised initially at fair value and any transaction costs are
recognised in profit or loss when incurred. A gain or loss on a financial
asset measured at fair value through profit or loss is recognised in profit or
loss, and is included within finance income or finance costs in the statement
of income for the reporting period in which it arises.

 

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised
cost where the objective is to hold these assets in order to collect
contractual cash flows, and the contractual cash flows are solely payments of
principal and interest. They arise principally from the provision of goods and
services to customers (eg trade receivables). They are initially recognised at
fair value plus transaction costs directly attributable to their acquisition
or issue, and are subsequently carried at amortised cost using the effective
interest rate method, less provision for impairment where necessary.

 

Financial assets at fair value through other comprehensive income

Debt instruments are classified as financial assets measured at fair value
through other comprehensive income where the financial assets are held within
the group's business model whose objective is achieved by both collecting
contractual cash flows and selling financial assets, and the contractual terms
of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding.

 

A debt instrument measured at fair value through other comprehensive income is
recognised initially at fair value plus transaction costs directly
attributable to the asset. After initial recognition, each asset is measured
at fair value, with changes in fair value included in other comprehensive
income. Accumulated gains or losses recognised through other comprehensive
income are directly transferred to profit or loss when the debt instrument is
derecognised.

 

The parent company has made an irrevocable election to recognize changes in
fair value of investments in equity instruments through other comprehensive
income, not through profit or loss. A gain or loss from fair value changes
will be shown in other comprehensive income and will not be reclassified
subsequently to profit or loss. Equity instruments measured at fair value
through other comprehensive income are recognized initially at fair value plus
transaction cost directly attributable to the asset. After initial
recognition, each asset is measured at fair value, with changes in fair value
included in other comprehensive income. Accumulated gains or losses recognised
through other comprehensive income are directly transferred to retained
earnings when the equity instrument is derecognised or its fair value
substantially decreased. Dividends are recognized as finance income in profit
or loss.

 

Impairment of financial assets

Financial assets carried at amortised cost and FVOCI are assessed for
indicators of impairment at each reporting end date.

 

The expected credit losses associated with these assets are estimated on a
forward-looking basis. A broad range of information is considered when
assessing credit risk and measuring expected credit losses, including past
events, current conditions, and reasonable and supportable forecasts that
affect the expected collectability of the future cash flows of the instrument.

 

For trade receivables, the simplified approach permitted by IFRS 9 is applied,
which requires expected lifetime losses to be recognised from initial
recognition of the receivables.

 

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash
flows from the asset expire, or when it transfers the financial asset and
substantially all the risks and rewards of ownership to another entity.

 

1.12  Financial liabilities

The group recognises financial debt when the group becomes a party to the
contractual provisions of the instruments. Financial liabilities are
classified as either 'financial liabilities at fair value through profit or
loss' or 'other financial liabilities'.

 

Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other
short-term monetary liabilities, are initially measured at fair value net of
transaction costs directly attributable to the issuance of the financial
liability. They are subsequently measured at amortised cost using the
effective interest method. For the purposes of each financial liability,
interest expense includes initial transaction costs and any premium payable on
redemption, as well as any interest or coupon payable while the liability is
outstanding.

 

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the group's
obligations are discharged, cancelled, or they expire.

 

1.13  Equity instruments

Equity instruments issued by the parent company are recorded at the proceeds
received, net of direct issue costs. Dividends payable on equity instruments
are recognised as liabilities once they are no longer payable at the
discretion of the company.

 

Share capital represents the nominal value of shares that have been issued.
Share premium includes any premium received on issue of share capital.

The company also has warrants in issue following an equity fund raising
process. The warrants had a life of 1 year from grant date, which was extended
to 30 June 2022 and have since expired. The grant date fair value of warrants
granted to investors is recognised as an expense against share premium, with a
corresponding increase in equity. The amount recognised as an expense is
adjusted to reflect the expected number of share warrants that vest unless
this adjustment is due to the share price not achieving the exercise price
threshold.

 

The investment revaluation reserve includes accumulated gains and losses on
financial assets.

 

Retained losses include retained profits and losses relating to current and
prior years and purchases and sales of own shares by the Employee Benefit
Trust.

 

All transactions with owners of the parent are recorded separately within
equity.

 

1.14  Taxation

The tax expense represents the sum of the tax currently payable and deferred
tax.

 

Current tax

The tax currently payable is based on taxable profit for the year. Taxable
profit differs from net profit as reported in the income statement because it
excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The
group's liability for current tax is calculated using tax rates that have been
enacted or substantively enacted by the reporting end date.

 

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible
temporary differences can be utilised. Such assets and liabilities are not
recognised if the temporary difference arises from goodwill or from the
initial recognition of other assets and liabilities in a transaction that
affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered. Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled or the asset is realised.
Deferred tax is charged or credited in the income statement, except when it
relates to items charged or credited directly to equity, in which case the
deferred tax is also dealt with in equity. Deferred tax assets and liabilities
are offset when the group has a legally enforceable right to offset current
tax assets and liabilities and the deferred tax assets and liabilities relate
to taxes levied by the same tax authority.

 

1.15  Employee benefits

The costs of short-term employee benefits are recognised as a liability and an
expense, unless those costs are required to be recognised as part of the cost
of inventories or non-current assets.

 

The cost of any unused holiday entitlement is recognised in the period in
which the employee's services are received.

 

Termination benefits are recognised immediately as an expense when the group
is demonstrably committed to terminate the employment of an employee or to
provide termination benefits.

 

For cash-settled share-based payments, a liability is recognised for the goods
and services acquired, measured initially at the fair value of the liability.
At the balance sheet date until the liability is settled, and at the date of
settlement, the fair value of the liability is remeasured, with any changes in
fair value recognised in profit or loss for the year.

 

1.16  Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an
expense as they fall due.

 

1.17  Leases

At inception, the group assesses whether a contract is, or contains, a lease
within the scope of IFRS 16. A contract is, or contains, a lease if the
contract conveys the right to control the use of an identified asset for a
period of time in exchange for consideration. Where a tangible asset is
acquired through a lease, the group recognises a right-of-use asset and a
lease liability at the lease commencement date. Right-of-use assets are
included within property, plant and equipment, apart from those that meet the
definition of investment property and are recognised for all leases except
those which are considered to have a fair value below £4,500 and those with a
duration of 12 months or less.

 

The right-of-use asset is initially measured at cost, which comprises the
initial amount of the lease liability adjusted for any lease payments made at
or before the commencement date plus any initial direct costs and an estimate
of the cost of obligations to dismantle, remove, refurbish or restore the
underlying asset and the site on which it is located, less any lease
incentives received.

 

The right-of-use asset is 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. The estimated useful
lives of right-of-use assets are determined on the same basis as those of
other property, plant and equipment. The right-of-use asset is periodically
reduced by impairment losses, if any, and adjusted for certain remeasurements
of the lease liability.

 

The lease liability is initially measured at the present value of the lease
payments that are unpaid at the commencement date, discounted using the
interest rate implicit in the lease or, if that rate cannot be readily
determined, the group's incremental borrowing rate. Lease payments included in
the measurement of the lease liability comprise fixed payments, variable lease
payments that depend on an index or a rate, amounts expected to be payable
under a residual value guarantee, and the cost of any options that the group
is reasonably certain to exercise, such as the exercise price under a purchase
option, lease payments in an optional renewal period, or penalties for early
termination of a lease.

 

1.18  Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the
rates of exchange prevailing at the dates of the transactions. At each
reporting end date, monetary assets and liabilities that are denominated in
foreign currencies are retranslated at the rates prevailing on the reporting
end date. Gains and losses arising on translation in the period are included
in profit or loss.

1.19  Earnings per share

The group presents basic and diluted earnings per share ("EPS") data for its
ordinary shares. Basic EPS is calculated by dividing the profit or loss
attributable to ordinary shareholders of the company by the weighted average
number of ordinary shares outstanding during the period. Diluted EPS is
determined by adjusting the profit or loss attributable to ordinary
shareholders and the weighted average number of ordinary shares outstanding
for the effects of all dilutive potential ordinary shares, which comprise
share options granted to employees.

 

 2. Earnings per share
                                                                            31 December   31 March
                                                                            2022          2022
                                                                            Number        Number
 Number of shares
 Weighted average number of ordinary shares in issue                        237,184,397   187,500,017
 Less weighted average number of own shares

 Weighted average number of ordinary shares for basic earnings per share    237,184,397   187,500,017
 Weighted average number of ordinary shares for diluted earnings per share  237,184,397   187,500,017

                                                                            31 December   31 March
                                                                            2022          2022
 Earnings                                                                   £             £
 Continuing operations
 Loss for the period from continued operations                              (7,839,398)   (975,187)

                                                                            2022          2022
                                                                            Pence per     Pence per

                                                                            share         share
 Basic and diluted earnings per share
 From continuing operations                                                 (3.31)        (0.52)

 

Basic earnings per share is calculated by dividing the earnings attributable
to ordinary shareholders by the weighted average number of shares outstanding
during the year.

 

In accordance with IAS 33 the diluted earnings/(loss) per share is stated at
the same amount in both December 2022 and March 2022 as basic as there is no
dilutive effect.

 

3. Events after the reporting date

 

On 15 March 2023, the Company announced that it had conditionally raised up to
£6.49 million before costs in new equity funding.

 

The first quarter 2023 saw a series of banks, including but not limited to
Silicon Valley Bank ('SVB') and Credit Suisse, which operate in the UK and
globally enter into either bankruptcy or merger leading to a widespread unrest
in the financial markets. The Group had no direct exposures to any of these
failed entities. At this stage, the Directors do not believe this would have a
material adverse effect on the Group and consider this to be a non-adjusting
post balance sheet event.

 

On 28 April 2023 Fiinu Plc announce through the London Stock Exchange
Regulatory News Service that continuing challenging capital market conditions
have impeded its fundraising process. Whilst good progress has been made with
regard to our operational readiness for Fiinu's full banking activity, the
lack of full funding commitment at this stage has slowed the necessary
regulatory application processes such that Fiinu has determined a preferential
course of action is to make an application to withdraw its licence aiming to
re-apply after a short period of 2 - 3 months. This application was submitted
to the PRA and FCA and is awaiting completion of the process. This action will
allow the Company to focus on securing its exit funding requirement which is
estimated to be in the range of £34 - £42 million. Once this funding has
been secured it is intended for the application process to be resumed and
completed promptly, again subject to the necessary PRA and FCA approval.

 

 

 

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