REG - Finseta PLC - Final Results
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RNS Number : 9148G Finseta PLC 04 June 2026
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.
4 June 2026
Finseta plc
("Finseta", "the Company" or "the Group")
Final Results
Notice of AGM and Publication of Annual Report
Finseta (AIM: FIN), a foreign exchange and payments solutions company offering
multi-currency accounts to businesses and individuals through its proprietary
technology platform, announces its audited final results for the year ended 31
December 2025. In addition, the Group gives notice of its annual general
meeting ("AGM") and the publication of its annual report.
Financial Summary
· Revenue of £12.4m (2024: £11.4m), growth of 9%
· Gross margin of 62.0% (2024: 65.7%) reflecting a higher proportion of
corporate customer payments activity in the revenue mix
· Adjusted(1) EBITDA of £0.2m (2024: £2.0m) 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 31 December 2025 were £1.5m (31
December 2024: £2.6m) with net debt of £0.3m(2) (31 December 2024: net cash
of £0.6m); post year end, the balance sheet was strengthened through a
fundraise of £0.9m before expenses
Operational Highlights
· Growth in active customers(3) to 1,101 (H1 2024: 1,059) and an
increase in average revenue per customer
· Strong growth among corporate customers reflecting increased focus on
business-to-business offering, offsetting reduced payments activity of high
net worth individual ("HNWI") clients due to the impact of macroeconomic
conditions
· Received regulatory approval to provide payments services in the
United Arab Emirates ("UAE") and launched full-service office in Dubai,
resulting in significant revenue growth in the region
· Implemented agency banking in the UK, which significantly enhances
the Group's offering and will enable it to attract a wider range of customers
· Commenced trading in Canada, including becoming integrated with local
banking
· Implemented multiple platform enhancements, with features targeted at
corporate customers
Current Trading and Outlook
· Continued growth in customer acquisition, including good traction
with corporate customers
· In Dubai, the strong momentum generated in 2025 has been sustained
through 2026 to date. With an expanded sales capability, the Group expects to
continue to deliver healthy growth in this market
· Alongside this, the Group has made further strategic progress,
including towards expanding its regulatory permissions into Europe, and is
confident that its planned investments in 2025 will lead to accelerated sales
growth and increased profitability in the medium term
James Hickman, CEO of Finseta, said: "In 2025, we delivered progress against
our strategic and operational objectives for the year - most notably with the
ramp up of our operation in Dubai and completing the implementation of UK
agency banking. Our increased focus on our business-to-business offering
resulted in strong growth with corporate customers - and this momentum has
been sustained into the current year, including attracting larger corporates
that have more complex requirements. We continue to strengthen our
capabilities that will enable Finseta to become the primary payments provider
for customers in sectors that are typically underserved by traditional banks
and to make progress towards further expanding our international reach and
regulatory permissions. Accordingly, the Board continues to have strong levels
of confidence in Finseta's prospects and in our ability to accelerate sales
growth and increase profitability in the medium term."
Investor Presentation
James Hickman, CEO, and Andrew Richards, CFO, will provide a live presentation
via Investor Meet Company at 10.00am BST on Wednesday 10 June 2026. 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
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Enquiries
Finseta plc +44 (0)203 971 4865
James Hickman, Chief Executive Officer
Andrew Richards, Chief Financial Officer
Shore Capital (Nominated Adviser and Joint Broker) +44 (0)207 408 4090
Daniel Bush, Tom Knibbs
Allenby Capital (Joint Broker) +44 (0)203 328 5656
Nick Naylor, Vivek Bhardwaj (Corporate Finance)
Jos Pinnington (Sales and Corporate Broking)
Gracechurch Group (Financial PR) +44 (0)204 582 3500
Harry Chathli, Claire Norbury
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
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Operational Review
The year to 31 December 2025 was a period of substantial strategic and
operational progress. The Group achieved important milestones in its plans to
expand its geographic footprint and capabilities and to enhance its product
and service offering. Finseta also continued to invest in its people -
increasing the sales teams in the UK and elsewhere and strengthening the
compliance function. While revenue growth was constrained by macroeconomic
factors, the strategic progress and investments made during the year position
Finseta to broaden its offering, accelerate sales growth and increase
profitability in the medium term.
Performance
Revenue grew year-on-year by 9% to £12.4m (2024: £11.4m) driven by an
increase in active customers to 1,101 (2024: 1,059) and average revenue per
customer. By client type, there was a 54% increase in revenue generated by
corporate accounts reflecting the introduction of product features designed to
cater to the requirements of corporates as described below. As previously
noted, revenue generated by HNWI clients was impacted by reduced payments
activity due to the effects on foreign exchange rates and the global economy
of tariff-related developments. The proportion of total revenue accounted for
by corporate accounts was 57% (2024: 41%) with HNWIs contributing 43% (2024:
59%). In the prior year, the Group also received £100k in revenue,
accounting for 1% of total 2024 revenue, as the final income generated under a
licencing agreement with the acquirers of Avila House, a former subsidiary. In
terms of geography, the Group's Dubai operation delivered significant growth,
ahead of management's expectations, which served to mitigate a level of
reduction elsewhere due to the lower HNWI activity.
Strategic execution
Finseta made considerable strategic progress in 2025. This was fundamental to
the Group's growth during the year, but more importantly positions it in a
much stronger position for the years to come.
Expanding geographic footprint and capabilities
A key milestone was achieved with the granting, in March 2025, of a Category
3D licence by the Dubai Financial Services Authority ("DFSA"), which
authorised Finseta to provide payment services within the UAE to corporate and
professional clients. Subsequently, the Group has significantly expanded its
activities in the UAE, establishing a fully operational office that is
integrated with a local banking partner, which enables Finseta to offer
digital multi-currency accounts - the same as in the UK - and to benefit from
local payment rails. The Group's offer in Dubai was strengthened, post year
end, when it was granted a Retail Endorsement by the DFSA, which now allows
Finseta to provide payment services to retail clients. The Group experienced
significant revenue growth in Dubai during the year, and invested further in
its sales team to support accelerated future growth, with the headcount in
Dubai increasing from three prior to the receipt of regulatory approval to 13
today.
Following the receipt in the prior year of a Money Services Business licence
from the Financial Transactions and Reports Analysis Centre of Canada,
Finseta opened for business in Canada in 2025, including establishing local
banking. Progress also continued to be made with the regulatory approval
process in other jurisdictions. In particular, part of the proceeds from the
fundraising that completed in April 2026 will be used to progress the Group's
application for regulatory permissions in Europe, where it already has
infrastructure in place to support such expansion.
Product and service enhancement
During the year, Finseta made significant progress in strengthening and
broadening its offering through implementing UK agency banking and investing
in new platform functionality and increased capability. While these
enhancements have improved its offering to HNWIs, they are particularly
targeted at the business-to-business offering, which, along with investment in
the UK sales team, drove the strong growth in corporate client revenue.
Implementation of UK agency banking
A significant milestone during the year was the implementation of UK agency
banking, which was completed in the third quarter. This enables Finseta to
issue its own account numbers and sort code, which allows the Group to onboard
a wider scope of customers. It also means that Finseta is now indirectly
connected to the Faster Payments System, enabling the facilitation of faster
and more efficient transactions. This positions Finseta to become clients'
primary payments provider, replacing their high street bank.
Investment in new platform functionality and increased capability
The Group continued to make significant advancements with the Finseta
platform. A new client portal was introduced that is more user friendly and
intuitive. Key enhancements have been made to the corporate offering,
particularly to attract larger customers, such as introducing multi-layer
authorisations and bespoke client approvals. In addition, the proceeds from
the Group's fundraising in April 2026 will be used in part to provide
increased transaction capacity to allow Finseta to transact larger volume
business-to-business transactions.
Processing speed has also continued to be improved. Through actions such as
adding new counterparties, connecting with the Faster Payments System and
platform enhancements, the Group has increased its processing speed by over
60%.
Launch of Finseta Corporate Card
During the year, the Group launched the Finseta Corporate Card to offer
businesses a further payment method, enhancing the offering to current
customers as well as enabling the targeting of new corporate customers with
specific card requirements. While a number of customers are using this product
as part of a wider multi-currency account solution, the uptake has been lower
than anticipated and the Group has encountered certain operational challenges
with key suppliers to our card programme. Accordingly, the Group is assessing
how best to provide this service going forward.
Financial Review
Revenue grew year-on-year to £12.4m (2024: £11.4m) due to an increase in
active customers and in average revenue per customer. In particular, it
reflects significant growth in Dubai and strong growth in business with
corporate clients in the UK, which served to largely mitigate the impact of
lower trading by HNWIs.
Gross margin reduced slightly to 62.0% (2024: 65.7%), which reflects corporate
clients accounting for a greater proportion of revenue. While the gross margin
associated with corporate clients is lower than with HNWIs, they typically
transact more regularly and provide greater revenue recurrence. Despite the
lower gross margin, gross profit increased to £7.7m (2024: £7.5m) as a
result of the higher revenue.
Operating expenses were £8.9m in 2025 compared with £6.3m for the previous
year. The increase primarily reflects the Group's planned investment in the
business to support its strategic initiatives to expand its geographical and
market reach, which is expected to lead to accelerated sales growth and
increased profitability in the medium term.
Also included within operating expenses is the impairment of intangible assets
of £0.2m (2024: £nil). This reflects a reassessment of the future cash flows
from the corporate card product due to the challenges experienced with the
scheme as described above.
The Group recognised other operating income of £49k, being interest based on
client cash balances. In 2024, other operating income was £0.3m, comprising
£0.2m in interest based on client cash balances and £0.1m from the reversal
of a provision for a final acquisition-related earn-out payment. The reduction
in interest based on client cash balances is due to transitioning in 2025 to a
new financial institution for the safeguarding of the majority of client
funds.
Adjusted EBITDA was £0.2m (2024: £2.0m), which is stated after the
add-back of other operating income, share-based compensation, profit from the
disposal of a subsidiary and non-cash based accounting adjustments in respect
of the Group's corporate premises (see the statement of comprehensive income
for further detail).
There was an operating loss of £1.2m (2024: £1.5m profit) and loss before
tax of £1.3m (2024: £1.4m profit) after net finance costs of £0.1m (2024:
£0.1m). This primarily reflects the investment in the Group's strategic
initiatives as noted above, which offset the increased revenue. The Group
recorded a tax credit of £0.2m for 2025 compared with a tax expense of £0.4m
for the previous year, resulting in a net loss of £1.1m (2024: £1.0m
profit). Basic and diluted loss per share was 1.92 pence (2024: earnings of
1.74 pence and 1.66 pence respectively).
As at 31 December 2025, cash and cash equivalents were £1.5m (31 December
2024: £2.6m), with net debt of £0.3m (31 December 2024: net cash of
£0.6m). This primarily reflects cash generated from operations reducing to
£0.4m (2024: £2.2m) and cash used in investment activities of £1.1m (2024:
£1.3m) due to investment in the Group's strategic growth initiatives. Cash
used in financing activities was reduced to £0.4m (2024: £0.6m), reflecting
the settlement of loan notes and deferred consideration in 2024. Post period,
the balance sheet was strengthened with the completion of a placing,
subscription and retail offer raising £0.9m before expenses.
Current Trading and Outlook
Customer acquisition has continued to grow in 2026, positioning Finseta to
increase revenue conversion in the coming periods. In particular, the Group is
experiencing good traction with corporate customers, including attracting
larger corporates that have more complex requirements. This reflects the
increased focus on its business-to-business offering and, following the
implementation of UK agency banking, Finseta's ability to become the primary
payments provider for customers in sectors that are typically underserved by
traditional banks.
In Dubai, the strong momentum of 2025 has been sustained through 2026. With
the expansion of the Group's sales capability, and supported by the receipt of
Retail Endorsement in the current year, the Group expects to continue to grow
in this market. In addition, progress is being made towards receiving
regulatory approval in Europe, which would provide a further revenue stream in
due course.
Consequently, the Board continues to look to the future with confidence.
Notice of AGM and Publication of Annual Report
The Company gives notice that its AGM will be held at 2.00pm BST on 30 June
2026 at the office of Gracechurch Group, 48 Gracechurch Street, London, EC3V
OEJ.
The Notice of AGM, along with the Company's annual report and accounts for the
year ended 31 December 2025 (together, the "Documents"), have been published
on the Company's website at: https://investors.finseta.com/document-centre/
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. The Documents, along with a form of proxy, will be posted to those
shareholders who have elected to receive physical copies in the coming days.
( )
( )
Notes
(1) Adjusted to exclude other operating income, share-based compensation,
profit from the disposal of a subsidiary (in H1 2024), transaction costs and
non-cash based accounting adjustments in respect of the Group's corporate
premises (see the Financial Review for further detail)
(2) Defined as cash and cash equivalents less loan notes
(3) Defined as customers who traded through Finseta during the 12-month
periods to 31 December 2025 and 31 December 2024 respectively
Group Statement of Comprehensive Income
For the year ended 31 December 2025
2025 2024
Notes £ £
REVENUE 1 12,426,009 11,354,451
Cost of sales (4,727,025) (3,895,145)
GROSS PROFIT 7,698,984 7,459,306
ADMINISTRATIVE EXPENSES
Share-based compensation 19 (173,940) (263,395)
Further adjustments to adjusted EBITDA (see below) (1,226,152) (554,131)
Other administrative expenses (7,517,606) (5,444,467)
TOTAL ADMINISTRATIVE EXPENSES (8,917,698) (6,261,993)
Other operating income 49,427 315,861
Adjusted EBITDA 181,378 2,014,839
Stated after the add back of:
- other operating income (interest earned on client funds) 3 (49,427) (176,221)
- other operating income (release of deferred consideration liability) - (139,640)
- share-based compensation 19 173,940 263,395
- profit on disposal of subsidiary 2 - (150,000)
- amortisation of intangible assets 941,648 571,090
- impairment of goodwill - 139,640
- impairment of intangible asset 221,580 -
- IAS 17 rent reversal (329,934) (317,244)
- depreciation of property, plant and equipment and right-of-use assets 392,858 310,645
(LOSS)/PROFIT from operations (1,169,287) 1,513,174
Finance and other income 4 63,731 75,316
Finance costs 4 (176,026) (196,460)
(LOSS)/PROFIT BEFORE TAX (1,281,582) 1,392,030
Income tax credit/(charge) 7 169,421 (395,483)
(LOSS)/PROFIT FOR THE YEAR (1,112,161) 996,547
TOTAL COMPREHENSIVE (loss)/PROFIT FOR THE YEAR (1,112,161) 996,547
(Loss)/profit per ordinary share - basic (pence) 8 (1.92) 1.74
(Loss)/profit per ordinary share - diluted (pence) 8 (1.92) 1.66
All amounts are derived from continuing operations.
The notes to the financial statements form an integral part of these financial
statements.
Group and Company Statement of Financial Position
As at ended 31 December 2025
Group Group Company Company
31 December 2025 31 December 2024 31 December 31 December
2025 2024
Notes £ £ £ £
assets
NON-CURRENT ASSETS
Intangible assets 9 2,195,145 2,287,816 1,758,590 1,431,606
Tangible assets 11 106,866 63,916 - -
Investments 13 - - 6,616,876 6,719,646
Right-of-use assets 10 340,811 506,862 - -
Deferred tax 12 471,802 302,381 521,452 393,872
3,114,624 3,160,975 8,896,918 8,545,124
CURRENT ASSETS
Trade and other receivables 14 1,755,876 1,654,424 247,669 133,928
Cash and cash equivalents 1,503,245 2,580,609 50,955 28,128
3,259,121 4,235,033 298,624 162,056
total assets 6,373,745 7,396,008 9,195,542 8,707,180
equity and liabilities
equity
Share capital 19 590,197 574,171 590,197 574,171
Share premium 6,430,722 6,191,748 6,430,722 6,191,748
Share-based payment reserve 568,311 1,043,784 568,311 1,043,784
Merger relief reserve 5,557,645 5,557,645 5,557,645 5,557,645
Reverse acquisition reserve (3,140,631) (3,140,631) - -
Retained earnings (7,773,988) (7,311,240) (9,783,076) (11,869,403)
Foreign currency translation reserve (15,937) - - -
TOTAL EQUITY 2,216,319 2,915,477 3,363,799 1,497,945
LIABILITIES
NON-CURRENT LIABILITIES
Loan notes 15 1,800,000 2,000,000 1,800,000 2,000,000
Obligations under leases 17 26,762 246,117 - -
Provision 18 125,757 - - -
1,952,519 2,246,117 1,800,000 2,000,000
CURRENT LIABILITIES
Trade and other payables 16 1,862,463 1,936,975 4,031,743 5,209,235
Obligations under leases 17 342,444 297,439 - -
2,204,907 2,234,414 4,031,743 5,209,235
TOTAL EQUITY AND LIABILITIES 6,373,745 7,396,008 9,195,542 8,707,180
A separate profit and loss account for the parent Company is omitted from the
Group's financial statements by virtue of section 408 of the Companies Act
2006. The Company profit for the year ended 31 December 2025 was £1,436,914
(year ended 31 December 2024: loss of £2,901,760). The financial statements
were approved by the Board of Directors and authorised for issue on 3 June
2026 and are signed on its behalf by:
James Hickman
Chief Executive Officer
The notes to the financial statements form an integral part of these financial
statements.
Group Statement of Changes in Equity
For the year ended 31 December 2025
Share capital Share premium Share-based payment reserve Merger relief reserve Reverse acquisition reserve Retained earnings Foreign currency translation reserve Total
£ £ £ £ £ £ £ £
Balance 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 (note 19) - - 263,395 - - - - 263,395
Profit and total comprehensive income for the year - - - - - 996,547 - 996,547
Balance 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
Loan note conversion 10,526 189,474 - - - - - 200,000
Share-based payments (note 19) - - 173,940 - - - - 173,940
Options forfeited in the year - - (607,114) - - 607,114 - -
Options exercised in the year - - (42,299) - - 42,299 - -
Foreign exchange adjustments - - - - - - (15,937) (15,937)
Loss and total comprehensive loss for the year - - - - - (1,112,161) - (1,112,161)
Balance at 31 December 2025 590,197 6,430,722 568,311 5,557,645 (3,140,631) (7,773,988) (15,937) 2,216,319
The notes to the financial statements form an integral part of these financial
statements.
Company Statement of Changes in Equity
For the year ended 31 December 2025
Share capital Share premium Share-based payment reserve Merger relief reserve Retained earnings Total
£ £ £ £ £ £
Balance at 1 January 2024 574,171 6,191,748 780,389 5,557,645 (8,967,643) 4,136,310
Share-based payments (note 19) - - 263,395 - - 263,395
Loss and total comprehensive loss for the year - - - - (2,901,760) (2,901,760)
Balance at 31 December 2024 574,171 6,191,748 1,043,784 5,557,645 (11,869,403) 1,497,945
Issue of new equity 5,500 49,500 - - - 55,000
Costs of raising equity 10,526 189,474 - - - 200,000
Share-based payments (note 19) - - 173,940 - - 173,940
Options forfeited in the year - - (607,114) - 607,114 -
Options exercised in the year - - (42,299) - 42,299 -
Profit and total comprehensive income for the year - - - - 1,436,914 1,436,914
Balance at 31 December 2025 590,197 6,430,722 568,311 5,557,645 (9,783,076) 3,363,799
The notes to the financial statements form an integral part of these financial
statements.
Group and Company Cash Flow Statement
For the year ended 31 December 2025
Group Group Company Company
Year ended Year ended Year ended Year ended
31 December 2025 31 December 2024 31 December 2025 31 December 2024
Notes £ £ £ £
(Loss)/profit before tax (1,281,582) 1,392,030 867,481 (3,372,559)
Adjustments to reconcile profit before tax to cash generated from operating
activities:
Other operating income (11,133) (12,478) - -
Finance income 4 (63,731) (75,316) (11,083) -
Finance costs 4 176,026 196,460 124,430 143,475
Share-based compensation 19 173,940 263,395 173,940 263,395
Depreciation and amortisation 2 1,334,504 881,735 715,047 447,939
Profit on disposal of subsidiary - (150,000) - -
Dividend received - - (3,406,863) -
Loss on disposal of property, plant and equipment - 1,180 - -
Impairment of intangible asset 9 221,580 - - -
Impairment of investment in Group entity - - 102,770 729,132
Release of deferred consideration liability - (139,640) - (139,640)
Impairment of goodwill 9 - 139,640 - -
(Increase)/decrease in accrued income, trade and other receivables 14 (109,490) (250,281) (113,007) 768,989
(Decrease)/increase in trade and other payables 16 (12,690) (54,741) 2,607,197 2,540,273
Cash generated from operations 427,424 2,191,984 1,059,912 1,381,004
Cash generated from operating activities 427,424 2,191,984 1,059,912 1,381,004
Investing activities
Purchases of property, plant and equipment 11 (84,037) (55,150) - -
Internally generated intangible expenditure (1,006,533) (1,439,020) (978,005) (1,142,517)
Proceeds from disposal of subsidiary - 150,000 - 150,000
Proceeds from disposal of property, plant and equipment - 1,900 - -
Cash used in investment activities (1,090,570) (1,342,270) (978,005) (992,517)
Financing activities
Shares issued (net of costs) 55,000 - 55,000 -
Interest and similar income 4 66,535 78,732 10,350 -
Interest and similar charges 4 (124,430) (96,903) (124,430) (96,903)
Lease payments 17 (411,323) (316,342) - -
Settlement of loan note - (172,578) - (172,578)
Settlement of deferred consideration - (105,431) - (105,431)
Cash used in financing activities (414,218) (612,522) (59,080) (374,912)
(Decrease)/increase in cash and cash equivalents (1,077,364) 237,192 22,827 13,575
Opening cash and cash equivalents 2,580,609 2,343,417 28,128 14,553
Closing cash and cash equivalents 1,503,245 2,580,609 50,955 28,128
The notes to the financial statements form an integral part of these financial
statements.
Notes to the Financial Statements
For the year ended 31 December 2025
BAsis of preparation
Finseta is a public limited company, incorporated and domiciled in England.
The Company was admitted to AIM, London Stock Exchange's market for small and
medium size growth companies, on 6 April 2021. The registered office of the
Company is 14-18 Copthall Avenue, London, EC2R 7DJ. These consolidated
financial statements comprise the Company and its subsidiaries (together
referred to as the "Group"). The main activities of the Group are set out in
the Strategic Report of the Company's annual report and accounts for the year
ended 31 December 2025 ("Annual Report 2025").
The financial statements contained in this announcement have been prepared in
accordance with International Financial Reporting Standards as adopted by the
United Kingdom ("IFRS") for the years ended 31 December 2024 and 31 December
2025. The financial statements have been prepared in sterling, which is the
Group's presentation currency and the functional currency of each Group
entity. They have been prepared using the historical cost convention except
for the measurement of certain financial instruments.
The financial information set out in this announcement does not comprise
statutory accounts for the year ended 31 December 2025 within the meaning of
Section 434 of the Companies Act 2006 as it does not contain all the
information required to be disclosed in the financial statements prepared in
accordance with UK adopted International Accounting Standards. The financial
information in this announcement has been extracted from the Annual Report
2025. The report of the auditor on the 31 December 2025 statutory financial
statements was unqualified, did not include any references to any matters to
which the auditors drew attention by way of emphasis without qualifying their
report, and did not contain a statement under Section 498(2) or Section 498(3)
of the Companies Act 2006. The statutory accounts for the year ended 31
December 2025 have not yet been delivered to the Registrar of Companies.
The financial information for the year ended 31 December 2024 has been
extracted from the Group's audited statutory financial statements which were
approved by the Board of Directors on 22 April 2025, and which have been
delivered to the Registrar of Companies for England and Wales. The report of
the auditor on these financial statements was unqualified and did not contain
a statement under Section 498(2) or Section 498(3) of the Companies Act 2006.
The parent Company accounts have also been prepared in accordance with IFRS
(as adopted by the United Kingdom) and using the historical cost convention.
The accounting policies set out below have been applied consistently to the
parent Company where applicable.
Monetary amounts in these financial statements are rounded to the nearest
pound.
The preparation of financial statements in conformity with IFRS requires the
use of estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting year. These estimates
and assumptions are based upon management's knowledge and experience of the
amounts, events or actions. Actual results may differ from such estimates.
NEW STANDARDS, INTERPRETATIONS AND AMENDMENTS ADOPTED FROM 1 JANUARY 2025
The following amendments are effective for the period beginning 1 January
2025:
· IFRS 19 Subsidiaries without Public Accountability: Disclosures
· Amendments to IAS 21 - Lack of Exchangeability
· Amendments to IFRS 9 and IFRS 7 - Classification and Measurement
of Financial Instruments
The amendments had no impact on the Company's financial statements.
NEW AND REVISED IFRS STANDARDS IN ISSUE BUT NOT YET EFFECTIVE
At the date of authorisation of these financial statements, the Company has
not applied the following new and revised IFRS Standards that have been issued
but are not yet effective:
· IFRS 18 Presentation and Disclosure in Financial Statements
Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and its subsidiary undertakings. Entities are accounted for as
subsidiary undertakings when the Group is exposed to or has rights to variable
returns through its involvement with the entity and it has the ability to
affect those returns through its power over the entity.
All subsidiary undertakings have an accounting reference date ended 31
December. Subsidiary entities are detailed in note 13.
Items included in the financial statements of each of the Group's subsidiary
undertakings are measured using the currency of the primary economic
environment in which the entity operates ("the functional currency"). The
consolidated financial statements are presented in sterling, which is the
Company's functional and presentation currency.
During the year, Finseta Payments (DIFC) Limited and Finseta Payment Corp
changed their functional currencies from sterling to United States dollars and
Canadian dollars respectively, giving rise to a foreign currency translation
reserve loss of £15,937 (2024: £nil).
Foreign currency transactions in each entity are translated into the
functional currency using the exchange rates prevailing at the dates of the
transactions or valuation where items are re-measured. Foreign exchange gains
and losses resulting from the settlement of such transactions and from the
translation at year end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the income statement.
GOING CONCERN
At 31 December 2025, the Group balance sheet showed a cash balance of
£1,503,245 (31 December 2024: £2,580,609). The Group balance sheet also
showed a liability of £1,800,000 (31 December 2024: £2,000,000) related to a
loan note held by Robert O'Brien, the Company's largest shareholder, that is
due for repayment on 31 December 2028.
The Directors have prepared cash flow forecasts covering a medium-term time
horizon through to 31 December 2028. The Directors have derived forecast
assumptions that are their best estimate of the future development of the
Group's business, taking into account post year end trading, the fund raise in
April 2026, the existing customer and partner base, current and future product
offerings and the planned expansion into Europe. The Directors have also
prepared scenario planning forecasts alongside their best-estimate forecast
assumptions in order to stress test the base case assumptions. The
best-estimate forecast assumptions and scenario planning both indicate
sufficient cash resources to continue to finance the Group's working capital
requirements over the forecast period.
For these reasons, the Directors continue to adopt the going concern basis of
accounting in preparing the Group's financial statements.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
revenue
The Group applies IFRS 15 Revenue from Contracts with Customers for the
recognition of revenue. IFRS 15 established a comprehensive framework for
determining whether, how much and when revenue is recognised. It affects the
timing and recognition of revenue items, but not generally the overall amount
recognised.
The performance obligations of the Group's revenue streams are satisfied on
the transaction date or by the provision of the service for the period
described in the contract. Revenue is not recognised where there is evidence
to suggest that customers do not have the ability or intention to pay. The
Group does not have any contracts with customers where the performance
obligations have not been fully satisfied.
The Group derives revenue from the provision of foreign exchange and payment
services. When a contract with a client is entered into, it immediately enters
into a separate matched contract with its institutional counterparty.
Spot and forward revenue is recognised when a binding contract is entered into
by a client and the rate is fixed and determined. Revenue represents the
difference between the rate offered to clients and the rate received from its
institutional counterparties.
INVESTMENTS
Investments in subsidiary undertakings are accounted for at cost less
impairment.
FINANCIAL INSTRUMENTS
Financial assets and financial liabilities are recognised on the Group
statement of financial position when the Group has become a party to the
contractual provisions of the instrument.
Derivative financial instruments
Derivative financial assets and liabilities are carried as assets when their
fair value is positive and as liabilities when their fair value is negative.
Changes in the fair value of derivatives are included in the income statement.
The Group's derivative financial assets and liabilities at fair value through
profit or loss comprise solely of forward foreign exchange contracts.
Trade, loan and other receivables
Trade and loan receivables are initially measured at their transaction price.
Trade and loan receivables are held to collect the contractual cash flows
which are solely payments of principal and interest. Therefore, these
receivables are subsequently measured at amortised cost using the effective
interest rate method. The Directors have considered the impact of discounting
trade and loan receivables whose settlement may be deferred for lengthy
periods and concluded that the impact would not be material.
An impairment loss is recognised for the expected credit losses on trade and
loan receivables when there is an increased probability that the counterparty
will be unable to settle an instrument's contractual cash flows on the
contractual due dates, a reduction in the amounts expected to be recovered or
both.
Impairment losses and any subsequent reversals of impairment losses are
adjusted against the carrying amount of the receivable and are recognised in
profit or loss.
Trade payables
Trade payables are initially recognised at fair value and subsequently at
amortised cost using the effective interest method.
Equity instruments
Equity instruments issued by the Group are recorded at the proceeds received,
net of direct issue costs.
Financial liabilities
Financial liabilities are classified according to the substance of the
contractual arrangements entered into. An instrument will be classified as a
financial liability when there is a contractual obligation to deliver cash or
another financial asset to another enterprise.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, deposits held at call with
banks and other short-term highly liquid investments with original maturities
of three months or less.
For the purposes of the cash flow statement, cash and cash equivalents consist
of cash and cash equivalents as defined above, net of any outstanding bank
overdraft that is integral to the Group's cash management.
Goodwill
Goodwill arising on consolidation represents the excess of the cost of
acquisition over the Group's interest in the fair value of the identifiable
assets and liabilities of a subsidiary, associate or jointly controlled entity
at the date of acquisition. Goodwill on acquisition of subsidiaries is
separately disclosed in note 9.
Goodwill is not amortised; it is recognised as an asset, allocated to cash
generating units for the purpose of impairment testing and reviewed for
impairment at least annually. Any impairment is recognised immediately in
profit or loss and is not subsequently reversed.
other INTANGIBLE aSSETS
An intangible asset, which is an identifiable non-monetary asset without
physical substance, is recognised to the extent that it is probable that the
expected future economic benefits attributable to the asset will flow to the
Group and that its cost can be measured reliably. The asset is deemed to be
identifiable when it is separable or when it arises from contractual or other
legal rights.
Amortisation is charged on a straight-line basis through the profit or loss
within administrative expenses. The rates applicable, which represent the
Directors' best estimate of the useful economic life, are as follows:
Customer relationships - 5 years
Internally developed software - 3 years
Cards
- 3 years
Software costs
- 3
years
Other intangible assets - 3 years
Trademarks are recognised as intangible assets and are expected to generate
future economic benefits in perpetuity. Trademarks are not amortised. They are
allocated to a cash generating unit and tested for impairment annually.
property, plant and equipment
All property, plant and equipment is initially recorded at cost and is
subsequently measured at cost less accumulated depreciation and any recognised
impairment loss.
Depreciation, which is charged through the profit or loss within
administrative expenses, is provided at rates calculated to write off the cost
less residual value of each asset over its expected useful life, as follows:
Computer equipment
- 25% straight
line
Leasehold improvements - in
line with the term of the underlying leased asset
The gain or loss arising on the disposal or retirement of an asset is
determined as the difference between the sales proceeds and the carrying
amount of the asset and is recognised in profit or loss.
LEASES
The Group as lessee
The Group assesses whether a contract is, or contains, a lease at inception of
the contract. The Group recognises a right-of-use asset and a corresponding
lease liability with respect to all lease arrangements in which it is the
lessee, except for short-term leases (defined as leases with a lease term of
12 months or less) and leases of low value assets (determined to be those with
an initial discounted total obligation of less than £5,000). For these
leases, the Group recognises the lease payments as an operating expense on a
straight-line basis over the term of the lease unless another systematic basis
is more representative of the time pattern in which economic benefits from the
leased assets are consumed.
The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted by using the
rate implicit in the lease. If that rate cannot be readily determined, the
Group uses its incremental borrowing rate.
The incremental borrowing rate depends on the term, currency and start date of
the lease and is determined based on a series of inputs including: the
risk-free rate based on government bond rates; a country-specific risk
adjustment; a credit risk adjustment based on bond yields; and an
entity-specific adjustment when the risk profile of the entity that enters
into the lease is different to that of the Group and the lease does not
benefit from a guarantee from the Group.
Lease payments included in the measurement of the lease liability comprise:
· Fixed lease payments (including in-substance fixed payments),
less any lease incentives receivable
· Variable lease payments that depend on an index or rate,
initially measured using the index or rate at the commencement date
· The amount expected to be payable by the lessee under residual
value guarantees
· The exercise price of purchase options, if the lessee is
reasonably certain to exercise the options
· Payments of penalties for terminating the lease, if the lease
term reflects the exercise of an option to terminate the lease
The lease liability is presented as a separate line in the consolidated
statement of financial position.
The lease liability is subsequently measured by increasing the carrying amount
to reflect interest on the lease liability (using the effective interest
method) and by reducing the carrying amount to reflect the lease payments
made. The Group remeasures the lease liability (and makes a corresponding
adjustment to the related right-of-use asset) whenever:
· The lease term has changed or there is a significant event or
change in circumstances resulting in a change in the assessment of exercise of
a purchase option, in which case the lease liability is remeasured by
discounting the revised lease payments using a revised discount rate
· The lease payments change due to changes in an index or rate or a
change in expected payment under a guaranteed residual value, in which cases
the lease liability is remeasured by discounting the revised lease payments
using an unchanged discount rate (unless the lease payments change is due to a
change in a floating interest rate, in which case a revised discount rate is
used)
· A lease contract is modified and the lease modification is not
accounted for as a separate lease, in which case the lease liability is
remeasured based on the lease term of the modified lease by discounting the
revised lease payments using a revised discount rate at the effective date of
the modification
The right-of-use assets comprise the initial measurement of the corresponding
lease liability, lease payments made at or before the commencement day, less
any lease incentives received and any initial direct costs. They are
subsequently measured at cost less accumulated depreciation and impairment
losses.
Whenever the Group incurs an obligation for costs to dismantle and remove a
leased asset, restore the site on which it is located or restore the
underlying asset to the condition required by the terms and conditions of the
lease, a provision is recognised and measured under IAS 37. To the extent that
the costs relate to a right-of-use asset, the costs are included in the
related right-of-use asset, unless those costs are incurred to produce
inventories.
Right-of-use assets are depreciated over the shorter period of lease term and
useful life of the right-of-use asset. If a lease transfers ownership of the
underlying asset or the cost of the right-of-use asset reflects that the Group
expects to exercise a purchase option, the related right-of-use asset is
depreciated over the useful life of the underlying asset. The depreciation
starts at the commencement date of the lease.
The right-of-use assets are presented as a separate line in the consolidated
balance sheet.
The Group applies IAS 36 to determine whether a right-of-use asset is impaired
and accounts for any identified impairment loss as described in the
"Impairment of property, plant and equipment and intangible assets excluding
goodwill" policy.
Variable rents that do not depend on an index or rate are not included in the
measurement of the lease liability and the right-of-use asset. The related
payments are recognised as an expense in the period in which the event or
condition that triggers those payments occurs and are included within
'Administrative expenses' in the consolidated statement of comprehensive
income.
As a practical expedient, IFRS 16 permits a lessee not to separate non-lease
components, and instead account for any lease and associated non-lease
components as a single arrangement. The Group has not used this practical
expedient. For contracts that contain a lease component and one or more
additional lease or non-lease components, the Group allocates the
consideration in the contract to each lease component on the basis of the
relative standalone price of the lease component and the aggregate standalone
price of the non-lease components.
PROVISIONS
Provisions are recognised when the Group has a present obligation as a result
of a past event which it is probable will result in an outflow of economic
benefits that can be reliably estimated.
SHARE CAPITAL
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new shares are shown in share premium as a
deduction from the proceeds.
SHARE-BASED COMPENSATION
Where share options are awarded to employees, the fair value of the options at
the date of grant is charged to the income statement over the vesting period.
Non-market vesting conditions are taken into account by adjusting the number
of equity instruments expected to vest at each balance sheet date so that,
ultimately, the cumulative amount recognised over the vesting period is based
on the number of options that eventually vest. Market vesting conditions are
factored into the fair value of the options granted.
As long as all other vesting conditions are satisfied, a charge is made
irrespective of whether the market vesting conditions are satisfied. The
cumulative expense is not adjusted for failure to achieve a market vesting
condition.
Where the terms and conditions of options are modified before they vest, the
increase in the fair value of the options, measured immediately before and
after the modification, is also charged to the income statement over the
remaining vesting period. Where equity instruments are granted to persons
other than employees, the income statement is charged with fair value of goods
and services received.
Cancelled or settled options are accounted for as an acceleration of vesting
and the amount that would have been recognised over the remaining vesting
period is recognised immediately.
The proceeds received net of any attributable transaction costs are credited
to share capital (nominal value) and share premium when the options are
exercised.
Fair value is measured by use of the Black-Scholes pricing model, which is
considered by management to be the most appropriate method of valuation.
employee benefits
The Group operates a defined contribution pension scheme. The pension costs
charged in the financial statements represent the contribution payable by the
Group during the year.
The costs of short-term employee benefits are recognised as a liability and an
expense in the period the related service is rendered at the undiscounted
amount of the benefits expected to be paid in exchange for that service.
TAXATION
Current income tax assets and liabilities are measured at the amount expected
to be recovered from or paid to the taxation authorities. The tax rates and
tax laws used to compute the amount are those that are enacted or
substantively enacted at the reporting date. Current income tax relating to
items recognised directly in equity or other comprehensive income is
recognised in equity and not in the consolidated statement of comprehensive
income.
Deferred income tax is provided on all temporary differences at the reporting
date arising between the tax bases of assets and liabilities and their
carrying amounts for financial reporting purposes. Deferred tax assets and
liabilities are offset when the Group has a legally enforceable right to
offset current tax assets and liabilities and the deferred tax assets and
liabilities relate to taxes levied by the same tax authority.
Deferred tax assets have been recognised in respect of the Group's tax losses
carried forward.
Research and Development tax credits are recognised as receivables when they
have been submitted to HMRC. The amount recognised is based on the expected
value of the credit.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting
accounting judgements will, by definition, seldom equal the related actual
results. The estimates and assumptions that have a significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities within
the next financial year are discussed below.
IMPAIRMENT
At each accounting reference date, the Group reviews the carrying amounts of
its intangibles, property, plant and equipment and investments to determine
whether there is any indication that those assets have suffered an impairment
loss. If any such indication exists, the recoverable amount of the asset is
estimated in order to determine the extent of the impairment loss (if any).
Where the asset does not generate cash flows that are independent from other
assets, the Group estimates the recoverable amount of the cash-generating unit
to which the asset belongs. An intangible asset with an indefinite useful life
is tested for impairment annually and whenever there is an indication that the
asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in
use. In assessing value in use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the
asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated
to be less than its carrying amount, the carrying amount of the asset (or
cash-generating unit) is reduced to its recoverable amount. An impairment loss
is recognised immediately in profit or loss, unless the relevant asset is
carried at a revalued amount, in which case the impairment loss is treated as
a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the
asset (or cash-generating unit) is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss
been recognised for the asset (or cash-generating unit) in prior years. A
reversal of an impairment loss is recognised immediately in profit or loss,
unless the relevant asset is carried in at a revalued amount, in which case
the reversal of the impairment loss is treated as a revaluation increase.
During the year, it was assessed that the Cards intangible asset required
writing down, resulting in a charge to the consolidated statement of
comprehensive income of £221,580 (see note 9). The recoverable amount of this
asset was assessed by management to be its value in use.
SEGREGATED FUNDS
As part of its business model, the Group issues e-money on behalf of its
customers. Funds held on behalf of customers are administered in accordance
with the Financial Conduct Authority's safeguarding regime to ensure that
customer funds are appropriately segregated from Group funds. Management have
considered the underlying transaction against the recognition criteria of IFRS
9 and made the decision not to recognise these funds on the balance sheet, on
the basis that they are not permitted to be used for any purpose within the
business. As at 31 December 2025, the balance of funds safeguarded by the
Group on behalf of its customers amounted to £14.9m (31 December 2024:
£12.8m).
SHARE-BASED COMPENSATION
The fair value of share-based awards is measured using the Black-Scholes model
which inherently makes use of significant estimates and assumptions concerning
the future applied by the Directors. Such estimates and judgements include the
expected life of the options and the number of employees that will achieve the
vesting conditions. Further details of the share option scheme are given in
note 19.
ALTERNATIVE PERFORMANCE MEASURES
The Group uses the alternative performance measure of adjusted EBITDA. This
measure is not defined under IFRS, nor is it a measure of financial
performance under IFRS.
This measure is sometimes used by investors to evaluate a company's
operational performance with a long-term view towards adding shareholder
value. This measure should not be considered an alternative, but instead
supplementary, to profit/(loss) from operations and any other measure of
performance derived in accordance with IFRS.
Alternative performance measures do not have generally accepted principles for
governing calculations and may vary from company to company. As such, the
adjusted EBITDA quoted within the Group statement of comprehensive income
should not be used as a basis for comparison of the Group's performance with
other companies.
ADJUSTED EBITDA
The Group uses adjusted EBITDA, defined as profit/(loss) from operations,
adding back share-based compensation, transaction costs associated with the
Group's acquisitions, impairment, depreciation and amortisation charges,
profits/losses on the disposal of subsidiaries, operating income related to
interest on client balances, deferred consideration income and IFRS 16
accounting transactions.
1 revenue and SEGMENTAL REPORTING
All of the Group's revenue arises from its activities within the UK (although
a proportion of revenue is derived from customers incorporated or residing
outside of the UK). Management considers there to be only one operating
segment within the business based on the way the business is organised and the
way results are reported internally.
Revenue is as follows:
Group Group
Year ended 31 December 2025 Year ended 31 December 2024
£ £
United Kingdom 12,413,149 11,354,451
Rest of world 12,860 -
12,426,009 11,354,451
2 (LOSS)/PROFIT FROM OPERATIONS
Group Group
Year ended 31 December 2025 Year ended 31 December 2024
£ £
(Loss)/profit from operations is stated after charging/(crediting):
Share-based compensation 173,940 263,395
Expensed software development costs 106,129 92,594
Release of deferred consideration liability - (139,640)
Depreciation of property, plant and equipment 41,147 21,009
Depreciation of right-of-use assets 351,709 289,636
Amortisation of intangible assets 941,648 571,090
Profit on disposal of subsidiary - (150,000)
Impairment of goodwill (note 9) - 139,640
Impairment of intangible asset (note 9) 221,580 -
Amounts payable to the Group's auditor in respect of both audit and non-audit
services:
Year ended 31 December 2025 Year ended 31 December 2024
£ £
Audit Services
- Statutory audit 57,000 46,250
Other Services
The auditing of accounts of associates of the Company pursuant to legislation:
- Audit of subsidiaries 53,500 52,750
110,500 99,000
3 OTHER OPERATING INCOME
Year ended 31 December 2025 Year ended 31 December 2024
£
Interest receivable from client cash balances 49,427 176,221
Release of deferred consideration liability - 139,640
49,427 315,861
Interest receivable from client cash balances relates to interest earned on
client funds held in approved safeguarding accounts which are interest
bearing. Under the terms of the Group's Electronic Money Licence, the Group is
not able to pass any of the interest earned back to its clients.
Whilst the interest stream is a positive inflow for the Group, the Group is
mindful that aspects of its dynamics are driven by macroeconomics beyond its
control. The Group has therefore chosen to recognise interest income on client
balances as 'Other operating income', and not revenue on the face of the
statement of comprehensive income. For the same reason, interest income has
been excluded from the presentation of adjusted EBITDA.
Interest earned on the Group's own cash is recognised within 'Finance and
other income' in the consolidated statement of comprehensive income.
The Group has recognised other operating income of £nil (2024: £139,640) in
respect of the release of the deferred consideration liability related to the
acquisition of Capital Currencies Limited.
4 INTEREST AND SIMILAR ITEMS
Year ended 31 December 2025 Year ended 31 December 2024
£
Total finance and other income
Bank interest receivable 60,309 75,316
Other interest 3,422 -
63,731 75,316
Total finance costs
(Release)/unwinding of discount - 16,572
Loan note interest 124,430 126,903
Other interest payable and charges - 9
Interest on lease liabilities (note 17) 51,596 52,976
176,026 196,460
5 EMPLOYEES
The average monthly numbers of employees in the Group (including the
Directors) during the year was made up as follows (the Company has no
employees other than the Directors):
Year ended 31 December 2025 Year ended 31 December 2024
Number Number
Directors 6 6
Employees 46 37
52 43
Employment costs Year ended 31 December 2025 Year ended 31 December 2024
£
Wages and salaries 3,801,070 2,796,846
Social security costs 369,222 264,486
Pension costs 115,658 93,813
Share-based compensation 173,940 134,345
4,459,890 3,289,490
REMUNERATION OF KEY MANAGEMENT PERSONNEL
The remuneration of the Directors, who are the key management personnel of the
Group, is set out below in aggregate. Further information about the
remuneration of the individual Directors is provided in the Directors'
Remuneration Report in the Annual Report 2025.
Year ended 31 December 2025 Year ended 31 December 2024
£
Salaries and fees 687,833 648,150
Bonus 69,888 128,480
Share-based compensation charge 7,444 59,236
Social security costs 112,221 101,467
Pension and other benefits 27,577 -
904,963 937,333
Number Number
Number of Directors to whom retirement benefits are accruing under a defined 3 3
contribution scheme
Year ended 31 December 2025 Year ended 31 December 2024
£
The remuneration in respect of the highest paid Director was:
Salaries 230,833 220,338
Bonus 34,188 74,360
Share-based compensation charge - 26,977
Pension and other benefits 13,457 12,550
278,478 334,225
During the year, no (2024: nil) Directors exercised any (2024: nil) share
options.
6 Pension costs
The Group operates a defined contribution pension scheme. The scheme and its
assets are held by independent managers. The pension charge represents
contributions due from the Group and amounted to £135,164 (2024: £93,813).
At 31 December 2025, contributions of £37,384 remained outstanding and are
included within other payables (2024: £32,641).
7 taxation
The tax on the profit on ordinary activities for the period was as follows:
Group Group
Year ended 31 December 2025 Year ended 31 December 2024
£ £
Current Tax:
Current tax (credit)/charge - -
Deferred tax (credit)/charge (169,421) 395,483
Income tax (credit)/charge (169,421) 395,483
Group Group
Year ended 31 December 2025 Year ended 31 December 2024
£ £
(Loss)/profit before taxation (1,281,582) 1,392,030
(Loss)/profit multiplied by main rate of corporation tax in the UK of 25% (320,395) 348,007
(2024: 25%)
Effects of:
Expenses not deductible for tax purposes 162,135 122,391
Income not taxable (11,161) (84,287)
Disposal of subsidiary - 9,372
Income tax (credit)/expense (169,421) 395,483
FACTORS AFFECTING FUTURE CHARGES
As at 31 December 2025, the Group had tax losses carried forward of
£2,084,135 (31 December 2024: £1,588,998) in respect of which it had
recognised a deferred tax asset of £521,034 (31 December 2024: £397,250).
The total net deferred tax asset as at 31 December 2025 was £471,802 (31
December 2024: £302,381) (see note 12).
The tax rate applicable for the year ended 31 December 2025 was 25%.
8 earnings PER SHARE ("EPS")
Year ended 31 December 2025 Year ended 31 December 2024
£
Statutory (loss)/profit (1,112,161) 996,547
Weighted average number of shares used in basic EPS 57,864,021 57,417,101
Effect of dilutive share options - 2,779,343
Weighted average number of shares used in diluted EPS 57,864,021 60,196,444
Earnings per share (pence)
Statutory total earnings per share
Basic (1.92) 1.74
Diluted (1.92) 1.66
9 GROUP INTANGIBLE ASSETS
Goodwill Customer relationships Internally developed software Software costs Total
Trademarks Cards
COST £ £ £ £ £ £ £
At 1 January 2025 420,300 615,756 2,632,144 15,611 116,590 296,503 4,096,904
Additions - - 1,012,758 - 29,273 28,527 1,070,558
At 31 December 2025 420,300 615,756 3,644,902 15,611 145,863 325,030 5,167,462
AMORTISATION
At 1 January 2025 139,640 336,710 1,317,128 15,611 - - 1,809,089
Impairment - - - - - 221,580 221,580
Charge for the year - 123,151 715,047 - - 103,450 941,648
At 31 December 2025 139,640 459,861 2,032,175 15,611 - 325,030 2,972,317
NET BOOK VALUE
At 31 December 2025 280,660 155,895 1,612,727 - 145,863 - 2,195,145
At 31 December 2024 280,660 279,046 1,315,016 - 116,590 296,503 2,287,816
The Cards intangible asset was assessed for impairment at the end of the year.
Through this process it was determined that the fair value less the costs to
sell of this asset was lower than its carrying value and should be written
down, resulting in an impairment charge of £221,580 (2024: £nil).
Individual capitalised components of the internally developed software
intangible asset are amortised over 3 years from the date available for use,
resulting in remaining periods ranging from 0 to 3 years at 31 December 2025
(2024: 0 to 3 years).
Company INTANGIBLE ASSETS
Internally developed software Total
Trademarks
£ £ £
COST
At 1 January 2025 2,632,144 116,590 2,748,734
Additions 1,012,758 29,273 1,042,031
At 31 December 2025 3,644,902 145,863 3,790,765
AMORTISATION
At 1 January 2025 1,317,128 - 1,317,128
Charge for the period 715,047 - 715,047
At 31 December 2025 2,032,175 - 2,032,175
NET BOOK VALUE
At 31 December 2025 1,612,727 145,863 1,758,590
At 31 December 2024 1,315,016 116,590 1,431,606
10 GROUP RIGHT-OF-USE ASSETS
Leasehold
property
£
COST
At 1 January 2025 868,907
Additions 187,395
Foreign exchange translation adjustment (2,018)
At 31 December 2025 1,054,284
AMORTISATION
At 1 January 2025 362,045
Charge for the period 351,709
Foreign exchange translation adjustment (281)
At 31 December 2025 713,473
NET BOOK VALUE
At 31 December 2025 340,811
At 31 December 2024 506,862
11 GROUP property, plant and equipment
Computer equipment Leasehold improvements Equipment Total
£ £ £ £
COST
At 1 January 2025 101,945 14,583 6,994 123,522
Additions 27,590 - 57,302 84,892
Foreign exchange translation adjustment - - (855) (855)
At 31 December 2025 129,535 14,583 63,441 207,559
AMORTISATION
At 1 January 2025 45,616 13,844 146 59,606
Charge for the period 23,477 343 17,327 41,147
Foreign exchange translation adjustment - - (60) (60)
At 31 December 2025 69,093 14,187 17,413 100,693
NET BOOK VALUE
At 31 December 2025 60,442 396 46,028 106,866
At 31 December 2024 56,329 739 6,848 63,916
12 deferred tax
The Group recognised the following movements in deferred tax:
Acquired intangibles Fixed asset and other temporary differences Tax losses
Total
£ £ £ £
At 1 January 2024 (100,549) (19,748) 818,161 697,864
(Charge)/credit in the year 30,789 (5,361) (420,911) (395,483)
(Liability)/asset at 31 December 2024 (69,760) (25,109) 397,250 302,381
(Charge)/credit in the year 30,788 14,849 123,784 169,421
(Liability)/asset at 31 December 2025 (38,972) (10,260) 521,034 471,802
Current -
Non-current 471,802
The Company recognised the following movements in deferred tax:
Fixed asset and other temporary differences Tax losses
Total
£ £ £
At 1 January 2024 (17,516) 625,084 607,568
(Charge)/credit in the year 14,136 (227,832) (213,696)
(Liability)/asset at 31 December 2024 (3,380) 397,252 393,872
Credit in the year 3,796 123,784 127,580
Asset at 31 December 2025 416 521,036 521,452
Current -
Non-current 521,452
13 investments
Investments in
subsidiaries
£
Cost or Valuation
At 1 January 2025 6,835,901
At 31 December 2025 6,835,901
Accumulated Impairment
At 1 January 2025 116,255
Impairment 102,770
At 31 December 2025 219,025
Net Book Value at 31 December 2025 6,616,876
Net Book Value at 31 December 2024 6,719,646
At 31 December 2025, the Company recognised an impairment of £102,770 (2024:
£116,255) reducing the carrying value to £nil (2024: £102,770).
Shares in subsidiary and associate undertakings are stated at cost. As at 31
December 2025, the Company owned the following principal subsidiaries, which
are included in the consolidated accounts:
Subsidiary Principal activity Country of incorporation Registered office Percentage of ownership
Functional currency
Finseta Payment Solutions Limited Foreign Exchange Northern Ireland 14-18 Copthall Avenue, London, England, EC2R 7DJ 100
and Payment Services
GBP
Finseta Payments (DIFC) Limited Foreign Exchange United Arab Emirates Unit S301 Level 3 100
and Payment Services
Emirates Financial Towers,
Dubai International Financial Centre,
United Arab Emirates
USD
Pangea FX Limited Foreign Exchange White Label England and 14-18 Copthall Avenue, London, England, EC2R 7DJ 100
Wales
GBP
Foreign Exchange Canada 5577 153A Street, Suite 207, Surrey BC, V3S 5K7, Canada 100
and Payment Services
Finseta Payment Corp CAD
Pangea FX Limited did not trade during 2025 and was struck off on 25 February
2026.
14 current trade and other receivableS
Group Group Company Company
31 December 2025 31 December 2024 31 December 2025 31 December 2024
£ £ £ £
Trade receivables 361,091 271,481 - -
Prepayments and accrued income 432,855 295,715 115,354 69,017
Derivative financial assets at fair value 688,560 733,887 - -
Other receivables 129,299 288,469 - -
Amounts due from Group undertakings - - - -
Taxes and social security 144,071 64,872 132,315 64,911
1,755,876 1,654,424 247,669 133,928
For the year ended 31 December 2025, £64,643 was recorded as a bad debt
expense (2024: £13,744).
15 loan
notes
Group Group Company Company
31 December 2025 31 December 2024 31 December 2025 31 December 2024
£ £ £ £
CURRENT
Loan notes - - - -
NON-CURRENT
Loan notes 1,800,000 2,000,000 1,800,000 2,000,000
The non-convertible loan note of £1,800,000 issued to Robert O'Brien is
repayable on 31 December 2028 and has an 8.5% coupon rate payable quarterly in
arrears. These represent revised terms following an agreement that was entered
into between the Company and Robert O'Brien on 13 November 2025 to convert
£200,000 of loan note principal into ordinary shares in the Company, at a
subscription price of 19 pence per ordinary share, and to extend the repayment
term from 31 July 2026 to 31 December 2028. As part of this process, the
coupon rate on the outstanding loan principal was changed from 6% to 8.5%.
16 current trade and other payables
Group Group Company Company
31 December 2025 31 December 2024 31 December 2025 31 December 2024
£ £ £ £
Trade payables 537,126 293,680 161,425 88,185
Derivative financial liabilities at fair value 234,986 750,049 - -
Other tax and social security 178,009 205,491 23,087 21,035
Other payables and accruals 912,342 687,755 134,026 198,009
Amount due to Group undertakings - - 3,713,205 4,902,006
1,862,463 1,936,975 4,031,743 5,209,235
17 lEASE LIABILITIES
Group Group
Leasehold Property 31 December 31 December
2025 2024
£ £
At 1 January 543,556 806,912
Additions 185,377 -
Finance costs 51,596 52,976
Payments (411,323) (316,332)
At 31 December 369,206 543,556
Current 342,444 297,439
Non-Current 26,762 246,117
Incremental borrowing rate 7.97% 7.97%
Maturity analysis
Group Group
Contractual undiscounted cash flows 31 December 31 December
2025 2024
£ £
Less than one year 367,843 328,988
One to five years 28,786 254,068
More than five years - -
Total undiscounted lease liabilities at 31 December 396,629 583,056
18 Provision
Group Group
31 December 31 December
2025 2024
£ £
At 1 January - -
Additions 125,757 -
At 31 December 125,757 -
Current - -
Non-current 125,757 -
During the year, the Group received €150,000 from a partner in the Group's
Card product in support of the costs to launch the product. Under the terms of
the arrangement, the Group is required to achieve specified transaction volume
targets in order to retain the funds without recourse. Based on management's
assessment at the reporting date, it is considered unlikely that the required
targets will be achieved and, accordingly, a provision has been recognised for
the potential repayment obligation due in 2029.
19 Share capital AND Reserves
Allotted, called up and fully paid
Ordinary shares Share capital
No. £
Ordinary shares of £0.01 each as at 1 January 2025 57,417,101 574,171
Share option exercise 550,000 5,500
Conversion of loan note 1,052,632 10,526
Ordinary shares of £0.01 each at 31 December 2025 59,019,733 590,197
At 31 December 2025, share subscriptions of £nil remained unpaid (31 December
2024: £nil).
All ordinary shares are equally eligible to receive dividends and the
repayment of capital and represent equal votes at meetings of shareholders.
During the year, 550,000 share options were exercised.
The Company issued and allotted 1,052,632 new ordinary shares to Robert
O'Brien in respect of the conversion of £200,000 of loan note principal
(see note 15).
The following describes the nature and purpose of each reserve within owner's
equity:
Share capital: Amount subscribed for shares at nominal value.
Share premium: Amount subscribed for share capital in excess of nominal value,
less costs of share issue.
Share-based payment reserve: The share-based payment reserve comprises the
cumulative expense representing the extent to which the vesting period of
warrants and share options has passed and management's best estimate of the
achievement or otherwise of non-market conditions and the number of equity
instruments that will ultimately vest.
Deferred consideration reserve: Reflects equity-based contingent consideration
on the acquisition of subsidiaries.
Merger relief reserve: Effect on equity of the consideration shares issued
over their nominal value.
Reverse acquisition reserve: Effect on equity of the reverse acquisition of
Finseta Payment Solutions Limited.
Retained losses: Cumulative realised profits less cumulative realised losses
and distributions made, attributable to the equity shareholders of the
Company.
Options
The Company operates an Enterprise Management Incentive ("EMI") Scheme
equity-settled share-based remuneration scheme for employees.
Under the scheme, vested options are exercisable at any time. The options are
also exercisable in the event of a change of control. If the option holder's
employment within the Group is terminated, other than for gross misconduct,
any options vested may be exercised within 90 days of such termination (12
months in the case of the option holder's death), otherwise the options lapse
five years after the date of grant. The options also lapse, inter alia, if the
option holder is adjudged bankrupt or proposes a voluntary arrangement or
other scheme in relation to his/her debts.
31 December 2025 31 December 2024
Number Weighted average exercise price Number Weighted average exercise price
£ £
Outstanding at the beginning of the year 4,797,736 0.17 4,857,736 0.13
Granted during the year 340,000 0.26 730,000 0.34
Forfeited/waived during the year (147,736) (0.23) (790,000) (0.10)
Exercised during the year (550,000) (0.10) - -
Total outstanding 4,440,000 0.18 4,797,736 0.17
Total exercisable 3,379,797 0.15 3,346,470 0.13
The Black-Scholes model was used for calculating the cost of options. The
model inputs for each of the options issued were:
GRANT DATE 22 February 2024 24 October 2024 20 February 2025 16 October 2025
Exercise price (pence) 31.8 37.0 35.5 13.75
Share price at grant date (pence) 31.0 37.0 35.5 13.75
Risk-free rate 4.20% 4.30% 4.30% 4.50%
Expected volatility 117.50% 124.00% 98.60% 115.20%
Contractual life (years) 5 5 5 5
The expected volatility reflects the assumption that historical volatility of
comparable quoted companies is indicative of future trends, which may not
necessarily be the actual outcome.
The weighted average contractual life of the options is five years (2024: five
years).
During the year, 550,000 share options were exercised (2024: nil).
The Group's share-based compensation charge for the year ended 31 December
2025 of £173,940 (2024: £263,395) consists of £57,265 in relation to
warrants granted in the Company (2024: £129,049) and £116,675 in respect of
options granted in the Company (2024: £134,346).
No warrants were granted in the year (2024: nil).
20 Related party transactions
Details of key management compensation are included in note 5. Key management
are considered to be the Directors of the Group.
Transactions with subsidiaries
During the year, the Company entered into various transactions with its
wholly-owned subsidiary Finseta Payment Solutions Limited, including software
development charges, licences fees and working capital support. The net
balance of transactions between the companies are held on an interest-free
intra-Group loan, which has no terms for repayment. At the year end, the
Company owed £3,713,204 (2024: £4,881,588) to Finseta Payment Solutions
Limited and £nil (2024: £20,418) to Pangea FX Limited.
During the year ended 31 December 2025, Finseta Payment Solutions Limited owed
£142,410 (2024: £142,701) in licensing costs and £441,853 (2024: £684,497)
in tax relief to the Company. The Company owed Finseta Payment Solutions
Limited £739,552 (2024: £728,653) relating to software development charges
and £2,083,190 (2024: £2,688,748) for working capital support provided to
the Company under interest free intra-Group loans. On 9 December 2025, the
Company received a dividend of £3,406,863 from its subsidiary Finseta Payment
Solutions Limited.
During the year ended 31 December 2025, Pangea FX Limited waived intra-Group
debts owed to it in the amount of £20,418 (2024: £nil) due from the Company.
The Company waived intra-Group debts owed to it in the amounts of £nil (2024:
£58,130) due from Cornerstone - Middle East FZCO and £nil (2024: £34,927)
due from Capital Currencies Limited, relating to working capital support
provided by the Company under interest free intra-Group loans.
Other related parties
At the year end, the Company owed Robert O'Brien £1,800,000. This
interest-bearing, non-convertible loan note is repayable on 31 December 2028.
Robert O'Brien is the largest shareholder in the Company and is the Chief
Commercial Officer of the Group.
21 FINANCIAL INSTRUMENTS
FINANCIAL ASSETS
Group Group Company Company
31 December 2025 31 December 2024 31 December 2025 31 December 2024
£ £ £ £
DERIVATIVE FINANCIAL ASSETS
Foreign currency forward contracts with customers 682,862 272,736 - -
Foreign currency forward contracts with institutional counterparty 5,698 461,151 - -
688,560 733,887 - -
Cash and cash equivalents 1,503,245 2,580,609 50,955 28,128
Trade receivables 361,091 271,481 - -
Other receivables 562,154 584,184 - 69,017
3,115,050 4,170,161 50,955 97,145
FINANCIAL LIABILITIES
Group Group Company Company
31 December 2025 31 December 2024 31 December 2025 31 December 2024
£ £ £ £
DERIVATIVE FINANCIAL LIABILITIES
Foreign currency forward contracts with customers 232,137 301,590 - -
Foreign currency forward contracts with institutional counterparty 2,849 448,459 - -
234,986 750,049 - -
Trade payables 537,126 293,680 161,425 88,188
Other payables 912,342 687,755 3,847,231 5,784,512
Loan notes 1,800,000 2,000,000 1,800,000 2,000,000
3,484,454 3,731,484 5,808,656 7,872,700
All financial assets and liabilities have contractual maturity of less than
one year with the exception of loan notes of £1,800,000 (31 December 2024:
£2,000,000).
Derivative financial assets and liabilities
Derivative financial assets not designated as hedging instruments
31 December 2025 31 December 2024
Fair Value Notional Principal Fair Value Notional Principal
£ £ £ £
Foreign currency forward contracts with customers 682,862 33,686,787 272,736 15,256,180
Foreign currency forward contracts with institutional counterparty 5,698 338,481 461,151 18,418,375
688,560 34,025,268 733,887 33,674,555
Derivative financial liabilities not designated as hedging instruments
31 December 2025 31 December 2024
Fair Value Notional Principal Fair Value Notional Principal
£ £ £ £
Foreign currency forward contracts with customers 232,137 21,953,978 301,590 17,603,836
Foreign currency forward contracts with institutional counterparty 2,849 169,240 448,459 15,120,493
234,986 22,123,218 750,049 32,724,329
Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date. Foreign currency forward contracts are measured at fair
value on a recurring basis.
There are three levels of fair value hierarchy:
· Level 1 - the fair value of financial instruments traded in
active markets is based on quoted market prices at the end of the reporting
period.
· Level 2 - valuation techniques for which the lowest level input
that is significant to the fair value measurement is directly or indirectly
observable.
· Level 3 - valuation techniques for which the lowest level input
that is significant to the fair value measurement is unobservable.
Foreign currency forward contracts with customers generally require immediate
settlement on the maturity date of the individual contract and fall into level
2 of the fair value hierarchy above. Level 2 comprises those financial
instruments which can be valued using inputs other than quoted prices that are
observable for the asset or liability either directly (i.e. prices) or
indirectly (i.e. derived from prices). The fair value of forward foreign
exchange contracts is measured using observable forward exchange rates for
contracts with a similar maturity at the reporting date.
The net gain on financial assets at fair value through profit or loss for year
ended 31 December 2025 was £2,220 (2024: £175,379).
Financial instruments - risk management
Financial assets primarily comprise trade and other receivables, cash and cash
equivalents and derivative financial assets. Financial liabilities comprise
trade and other payables, shareholder loans and derivative financial
liabilities. The main risks arising from financial instruments are market risk
(including foreign currency risk and interest rate risk), liquidity risk,
credit risk and counterparty risk.
Market risk
Market risk for the Group comprises foreign exchange risk and interest rate
risk. The Group operates as a riskless matched principal broker for
deliverable non-speculative spot and forward foreign currency transactions,
with each trade with its clients matched with an identical trade with an
institutional counterparty. Therefore, foreign exchange risk is mitigated
through the matching of foreign currency assets and liabilities between
clients and institutional counterparties which move in parity.
The Group's cash balances are primarily held in Pound Sterling and the Group
does not hold significant cash balances in foreign currencies.
Interest rate risk affects the Group to the extent that it implicitly impacts
the price of foreign currency forward contracts. However, this risk is
mitigated in the same way as foreign currency risk.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its
financial obligations as they fall due. The Group has extensive controls to
ensure that it has sufficient cash or working capital to meet its cash
requirements to mitigate this risk.
As per the 'Going Concern' section above, the Directors have prepared cash
flow forecasts covering a medium-term time horizon through to 31 December
2028. The Directors have derived forecast assumptions that are their best
estimate of the future development of the Group's business, taking into
account post year end trading, the fund raise in April 2026, the existing
customer and partner base, current and future product offerings and the
planned expansion into Europe. The Board reviews cash flow projections on a
regular basis and has authority controls in place so as not to commit to
material expenditure without being satisfied that sufficient funding is
available to the Group.
The Group also has systems in place to monitor the margin requirements of its
clients and its margin requirement with the institutional counterparty for the
back-to-back foreign currency forward contract on a real-time basis and
request any necessary top-up payment from the clients. The Group also has the
right to close any position if no margin is given.
Credit risk
Credit risk is the risk that clients do not meet their contractual obligations
in respect of the currency spot and forward contracts, which leads to a
financial loss. All customers are subject to credit verification checks.
Approximately 90% of the Group's trades are spot currency contracts, which are
required to be settled within two working days. For forward currency
contracts, as noted above, clients are required to provide margin that
mitigates credit exposure. Trade limits are applied to all clients. The Group
has systems to monitor trade limits and collateral requirements on a real-time
basis. The Group does not have any significant concentration of exposures
within its client base.
Counterparty risk
Each trade between a client and the Group is matched with an identified trade
with Velocity Trade International ("Velocity"), which is a global foreign
exchange liquidity and trade provider that provides pricing, execution and
settlement services for the Group.
The Group also has brokerage accounts with alternative institutional
counterparties and could transact with them instead if Velocity is unable to
provide liquidity.
Management of settled and open trades are conducted via Currency Cloud, the GV
(formerly Google Ventures) backed global payments and FX platform, and Banking
Circle. Client funds are safeguarded with Banking Circle and Barclays in line
with the Group's requirements under the Electronic Money Regulations 2011 for
additional protection and to reduce counterparty risk.
22 CAPITAL MANAGEMENT
The capital structure of the business consists of cash and cash equivalents,
debt and equity. Equity comprises share capital, share premium and retained
losses and is equal to the amount shown as 'Equity' in the balance sheet. The
Group's current objectives when maintaining capital are to:
· safeguard the Group's ability to operate as a going concern so that
it can continue to pursue its growth plans;
· provide a reasonable expectation of future returns to shareholders;
and
· maintain adequate financial flexibility to preserve its ability to
meet financial obligations, both current and long term.
The Group sets the amount of capital it requires in proportion to risk. The
Group manages its capital structure and adjusts it in the light of changes in
economic conditions and the risk characteristics of underlying assets.
The Company is subject to the following externally imposed capital
requirements:
· as a public limited company, the Company is required to have a
minimum issued share capital of £50,000.
Finseta Payment Solutions Limited, a wholly-owned subsidiary of the Company,
is subject to the following capital requirement under the Electronic Money
Regulations 2011:
· 2% of the average outstanding e-money issued by the Electronic Money
Institution (based on a 6-month rolling average), or the initial capital
requirement of €350,000, whichever is the higher.
During the year, Finseta Payments (DIFC) Limited, a wholly-owned subsidiary of
the Company, was subject to a minimum capital requirement of $242,000. The
requirement increased to $553,000 as at 1 January 2026.
All companies within the Group complied with the above requirements during the
year ended 31 December 2025.
23 EVENTS AFTER THE REPORTING DATE
On 17 April 2026, the Group completed a placing, subscription and retail
offer, raising £0.9m before expenses, with 10,863,185 new shares being issued
at 8.5 pence per ordinary share. The primary purpose of this fund raise is
to support the business's expansion into Europe coupled with providing
additional liquidity to support the Group's wider growth strategy.
On 22 April 2026, the Company granted 1,100,000 share options to employees.
All of the options are intended to qualify as Enterprise Management Incentive
options pursuant to the Income Tax (Earnings and Pensions) Act 2003.
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