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REG - Finseta PLC - Interim Results

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RNS Number : 6908Y  Finseta PLC  10 September 2025

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

 

10 September 2025

 

Finseta plc

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

 

Interim Results

 

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

 

Financial Summary

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

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

·    Adjusted(1) EBITDA of £0.3m (H1 2024: £0.8m) as planned investments
were made in the Group's new strategic initiatives to broaden capabilities and
accelerate growth in the medium term

·    Cash and cash equivalents at 30 June 2025 were £2.4m (31 December
2024: £2.6m); net cash(3) was £0.4m (31 December 2024: £0.6m)

 

Operational Summary

·    Growth in active customers(2) to 1,101 (H1 2024: 952); as well as a
significant increase in new customers onboarded to the platform but yet to
transact

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

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

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

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

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

 

Current Trading and Outlook

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

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

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

 

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

 

Enquiries

 

 Finseta                                                                  +44 (0)203 971 4865

 James Hickman, Chief Executive Officer

 Judy Happe, Chief Financial Officer

 Shore Capital (Nominated Adviser and Broker)                             +44 (0)207 408 4090

 Daniel Bush / Tom Knibbs (Corporate Advisory)

 Guy Wiehahn (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 (http://www.finseta.com)

 

 

Investor Presentation

 

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

 

Operational Review

 

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

 

Performance

 

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

 

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

 

Strategic execution

 

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

 

Product

 

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

 

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

 

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

 

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

 

Geography

 

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

 

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

 

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

 

People

 

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

 

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

 

 

 

Financial Review

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

At 30 June 2025, cash and cash equivalents were £2.4m (31 December
2024: £2.6m), with net cash of £0.4m(3) (31 December 2024: £0.6m).

 

Outlook

 

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

 

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

( )

( )

Notes

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

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

(3) Defined as cash and cash equivalents less loan notes

Consolidated Statement of Comprehensive Income

 

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

                                                                                                                                             12 months to

                                                                                                                                                           31 Dec            2024
                                                      Notes  £                                       £                                       £
 Revenue                                                     5,861,704                               5,059,757                               11,354,451
 Cost of sales                                               (2,184,569)                             (1,733,605)                             (3,895,145)
 Gross profit                                                3,677,135                               3,326,152                               7,459,306

 Share-based compensation                             6      (96,862)                                (169,007)                               (263,395)
 Further adjustments to adjusted EBITDA (see below)          (432,360)                               (126,564)                               (554,131)
 Other administrative expenses                               (3,390,965)                             (2,495,486)                             (5,444,467)
 Total administrative expenses                               (3,920,187)                             (2,791,057)                             (6,261,993)

 Other operating income                               3      43,020                                  92,683                                  315,861

 Adjusted EBITDA                                             286,171                                 830,666                                 2,014,839
 Stated after the add-back of:
 - other operating income                                    (43,020)                                (92,683)                                (315,861)
 - share-based compensation                           6      96,862                                  169,007                                 263,395
 - profit on disposal of subsidiary                   8      -                                       (150,000)                               (150,000)
 - amortisation of intangible assets                  7      436,513                                 279,153                                 571,090
 - Impairment of goodwill                                    -                                       -                                       139,640
 - IAS 17 rent reversal                                      (175,838)                               (156,600)                               (317,244)
 - depreciation of property, plant and equipment             171,686                                 154,011                                 310,645

 (Loss)/profit from operations                        2      (200,032)                               627,778                                 1,513,174

 Finance and other income                             4      23,791                                  45,000                                  75,316
 Finance costs                                        4      (82,398)                                (103,507)                               (196,460)
 (Loss)/profit before tax                                    (258,639)                               569,271                                 1,392,030

 Income tax                                                  47,637                                  (117,983)                               (395,483)
 (Loss)/profit for the financial period                      (211,002)                               451,288                                 996,547

 Total comprehensive (loss)/profit for the period            (211,002)                               451,288                                 996,547

 (Loss)/profit per share from continuing operations:
 Profit per ordinary share - basic (pence)            5      (0.37)                                  0.79                                    1.74
 Profit per ordinary share - diluted (pence)          5      (0.37)                                  0.74                                    1.66

 

 

 

 

Consolidated Statement of Financial Position

 

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

                                                                                                          as at 31 Dec 2024
                                 Notes  £                                 £                               £
 ASSETS
 Non-current assets
 Intangible assets and goodwill  7      2,188,253                         1,642,763                       2,287,816
 Tangible assets                        110,506                           36,314                          63,916
 Right-of-use assets             12     541,573                           651,680                         506,862
 Deferred tax                    13     350,018                           579,921                         302,381
                                        3,190,350                         2,910,678                       3,160,975
 Current assets
 Trade and other receivables     9      2,147,725                         1,057,289                       1,654,424
 Cash and cash equivalents              2,433,238                         2,768,005                       2,580,609
                                        4,580,963                         3,825,294                       4,235,033

 TOTAL ASSETS                           7,771,313                         6,735,972                       7,396,008

 Equity
 Share capital                   6      579,671                           574,171                         574,171
 Share premium                          6,241,248                         6,191,748                       6,191,748
 Share-based payment reserve            827,272                           949,396                         1,043,784
 Merger relief reserve                  5,557,645                         5,557,645                       5,557,645
 Reverse acquisition reserve            (3,140,631)                       (3,140,631)                     (3,140,631)
 Retained earnings                      (7,208,868)                       (7,856,499)                     (7,311,240)
 TOTAL EQUITY                           2,856,337                         2,275,830                       2,915,477

 Non-current liabilities
 Loan notes                      11     2,000,000                         2,000,000                       2,000,000
 Obligations under leases        14     162,485                           399,293                         246,117
                                        2,162,485                         2,399,293                       2,246,117
 Current liabilities
 Trade and other payables        10     2,350,364                         1,475,854                       1,936,975
 Loan notes                      11     -                                 172,578                         -
 Obligations under leases        14     402,127                           280,009                         297,439
 Deferred consideration                 -                                 132,408                         -
                                        2,752,491                         2,060,849                       2,234,414

 TOTAL EQUITY AND LIABILITIES           7,771,313                         6,735,972                       7,396,008

 

 

 

 

 

 

 

 

Consolidated Statement of Changes in Equity

 

                             Share capital  Share premium  Share-based payment reserve  Merger relief reserve  Reverse acquisition reserve  Retained earnings  Total
                             £              £              £                            £                      £                            £                  £

 At 1 January 2024           574,171        6,191,748      780,389                      5,557,645              (3,140,631)                  (8,307,787)        1,655,535
 Share-based payments        -              -              169,007                      -                      -                            -                  169,007
 Other comprehensive income  -              -              -                            -                      -                            451,288            451,288
                             574,171        6,191,748      949,396                      5,557,645              (3,140,631)                  (7,856,499)        2,275,830

 At 30 June 2024

 Share-based payments        -              -              94,388                       -                      -                            -                  94,388
 Other comprehensive income  -              -              -                            -                      -                            545,259            545,259
 At 31 December 2024         574,171        6,191,748      1,043,784                    5,557,645              (3,140,631)                  (7,311,240)        2,915,477

 Issue of new equity         5,500          49,500         -                            -                      -                            -                  55,000
 Share-based payments        -              -              96,862                       -                      -                            -                  96,862
 Share options forfeited     -              -              (271,075)                    -                      -                            271,075            -
 Share options exercised     -              -              (42,299)                     -                      -                            42,299             -
 Other comprehensive loss    -              -              -                            -                      -                            (211,002)          (211,002)
                             579,671        6,241,248      827,272                      5,557,645              (3,140,631)                  (7,208,868)        2,856,337

 At 30 June 2025

 

 

 

Consolidated Cash Flow Statement

 

                                                                                                         Unaudited             Unaudited             Audited

                                                                                                          six months            six months           12 months

                                                                                                         to 30 June 2025       to 30 June 2024        to 31 Dec 2024
                                                                                                         £                     £                     £
 (Loss)/profit before tax                                                                                (258,639)             569,271               1,392,030
 Adjustments to reconcile profit before tax to cash generated from operating
 activities:
 Other operating income                                                                                  (10,326)              8,274                 (12,478)
 Finance income                                                                                          (23,791)              (45,000)              (75,316)
 Finance costs                                                                                           82,398                103,507               196,460
 Share-based compensation                                                                                96,862                169,007               263,395
 Profit on disposal of subsidiary                                                                        -                     (150,000)             (150,000)
 Depreciation and amortisation                                                                           608,198               433,164               881,735
 Loss on disposal of property, plant and equipment                                                       -                     656                   1,180
 (Increase)/decrease in trade and other receivables                                                      (494,002)             303,152               (250,281)
 Increase/(decrease) in trade and other payables                                                         360,021               (609,691)             (54,741)
 Cash generated from operating activities                                                                360,721               782,340                2,191,984

 Investing activities
 Purchases of property, plant and equipment                                                              (62,781)              (13,304)              (55,150)
 Internally generated software development                                                               (313,746)             (235,711)             (1,439,020)
 Proceeds from disposal of subsidiary                                                                    -                     150,000               150,000
 Proceeds from disposal of property, plant and equipment                                                 -                     -                     1,900
 Settlement of deferred consideration                                                                    -                     (105,431)             -
 Cash used in investing activities                                                                       (376,527)             (204,446)             (1,342,270)

 Financing activities
 Shares issued (net of costs)                                                                            55,000                -                     -
 Interest and similar income                                                                             34,361                35,883                78,732
 Interest and similar charges                                                                            (30,000)              (32,589)              (96,903)
 Settlement of loan note                                                                                 -                     -                     (172,578)
 Settlement of deferred consideration                                                                    -                     -                     (105,431)
 Lease payments                                                                                          (190,926)             (156,600)             (316,342)
 Cash used in financing activities                                                                       (131,565)             (153,306)             (612,522)

 (Decrease)/Increase in cash and cash equivalents                                                        (147,371)             424,588               237,192
                                                                                                         2,580,609             2,343,417             2,343,417

 Cash and cash equivalents at beginning of period

 Cash and cash equivalents at end of period                                                              2,433,238             2,768,005             2,580,609

 

 

Notes to the financial statements

 

1.         General information and basis of preparation

 

Finseta plc is a public limited company, incorporated and domiciled in
England. The Company was admitted to trading on AIM, London Stock Exchange's
market for small and medium size growth companies, on 6 April 2021. The
registered office of the Company is 14-18 Copthall Avenue, London, EC2R 7DJ.
Finseta plc is a foreign exchange and payments company offering multi-currency
accounts to businesses and individuals using a proprietary cloud-based
multi-currency payments platform.

 

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

 

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

 

                 Details of subsidiary undertakings and %
shareholding:

                 Finseta Payment Solutions Ltd
                     -              100% owned by the
Company

                 Cornerstone Middle East FZCO
                  -              100% owned by the Company

Pangea FX Limited
                -              100% owned by the Company

Finseta Payments Corp
          -              100% owned by the Company

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

 

Going concern

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

 

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

 

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

 

 

 

 

2.         Profit from operations

 

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

                                                                                                                                                      12 months to 31 Dec

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

 

3.         Other operating income

 

                                                      Unaudited six months to 30 June 2025    Unaudited           Audited

                                                                                              six months          12 months

                                                                                              to 30 June 2024     to 31 Dec 2024
                                                      £                                       £                   £
 Interest receivable from client cash balances        43,020                                  92,683              315,861

 

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

 

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

 

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

 

4.         Interest and similar items

 

                                        Unaudited six months to 30 June 2025    Unaudited           Audited

                                                                                six months          12 months

                                                                                to 30 June 2024     to 31 Dec 2024
                                        £                                       £                   £
 Total finance and other income
 Bank interest receivable               23,791                                  45,000              75,316

 

 Total finance costs
 Unwinding of discount                 -          9,340       16,572
 Loan note interest                    60,000     65,177      126,903
 Other interest payable and charges    -          -           9
 Interest on lease liabilities         22,398     28,990      52,976
                                                              196,460

                                       82,398     103,507

 

5.         Earnings per share

 

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

                                                                                                                                              12 months

                                                                                                                                              to 31 Dec 2024
                                                              £                                       £                                       £
 Statutory (loss)/profit                                      (211,002)                               451,288                                 996,547

 Weighted average number of shares used in basic EPS          57,472,101                              57,417,101                              57,417,101
 Effect of dilutive share options                             -                                       3,444,861                               2,779,343

 Weighted average number of shares used in diluted EPS        57,472,101                              60,861,962                              60,196,444

 Earnings per share (pence)

 Statutory total (loss)/earnings per share
 Basic                                                        (0.37)                                  0.79                                    1.74
 Diluted                                                      (0.37)                                  0.74                                    1.66

 

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

6.         Share capital

 

 Allotted, called up and fully paid

                                                      Ordinary                                                   Share capital

                      shares
                      No.                                                                                 £

 Ordinary shares of £0.01 each at 30 June 2025, 31 December 2024 (57,417,101
 shares) and 30 June 2024 (57,417,101 shares)

                                          57,967,101                                 579,671

 

 

 

Options and Warrants

 

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

 

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

 

Share price at grant date               - £0.35

Risk-free
rate                                     -
4.3%

Expected Volatility                            -
48.9%

Contractual
life                                  - 5
years

 

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

 

Share-based compensation charge

 

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

 

 

7.         Intangible assets

 

                        Internally developed software                                                        Goodwill      Trademarks      Cards        Total

                        £                                  Software costs       Customer relationships       £             £               £            £

                                                           £                    £
 COST
 At 1 January 2025      2,632,144                          15,611               615,756                      420,300       116,590         296,503      4,096,904
 Additions              300,005                            -                    -                            -             13,426          23,520       336,951
 At 30 June 2025        2,932,149                          15,611               615,756                      420,300       130,016         320,023      4,433,855

 AMORTISATION
 At 1 January 2025      1,317,128                          15,611               336,710                      139,640       -               -            1,809,089
 Charge for the period  325,521                            -                    61,576                       -             -               49,416       436,513
 At 30 June 2025        1,642,649                          15,611               398,286                      139,640       -               49,416       2,245,602

 NET BOOK VALUE
 At 30 June 2025        1,289,500                          -                    217,470                      280,660       130,016         270,607      2,188,253

 At 30 June 2024        824,753                            -                    340,622                      420,300       57,088          -            1,642,763

 At 31 December 2024    1,315,016                          -                    279,046                      280,660       116,590         296,503      2,287,815

 

8.         Disposal of Capital Currencies Limited

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9.         Trade and other receivables

 

                                              Unaudited              Unaudited              Audited

                                              as at 30 June 2025     as at 30 June 2024      as at 31 Dec 2024
                                              £                      £                      £

 Trade receivables                            531,757                308,410                271,481
 Prepayments and accrued income               405,485                344,389                295,715
 Derivative financial assets at fair value    1,010,392              184,660                733,887
 Other receivables                            151,376                145,359                288,469
 Taxes and social security                    48,715                 74,471                 64,872

 Total trade and other receivables            2,147,725

                                                                     1,057,289              1,654,424

 

10.      Trade and other payables

 

                                                   Unaudited              Unaudited              Audited

                                                   as at 30 June 2025     as at 30 June 2024     as at 31 Dec 2024
                                                   £                      £                      £

 Trade payables                                    463,992                412,134                293,680
 Derivative financial liabilities at fair value    736,875                468,653                750,049
 Other taxes and social security                   165,908                165,986                205,491
 Other payables and accruals                       983,589                429,081                687,755

 Total trade and other payables                    2,350,364

                                                                          1,475,854              1,936,975

 

11.      Loan Notes

 

                Unaudited              Unaudited              Audited

                as at 30 June 2025     as at 30 June 2024     as at 31 Dec 2024
                £                      £                      £
 CURRENT        -                      172,578                -

 Loan notes

 

 NON-CURRENT    2,000,000    2,000,000    2,000,000

 Loan notes

 

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

 

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

 

12.      Right-of-use assets

 

                          Leasehold property

                          £
 COST
 At 1 January 2025        868,907
 Additions                189,748
                          1,058,655

 AMORTISATION
 At 1 January 2025        362,045
 Charge for the period    155,494
 FX                       (457)
 At 30 June 2025          517,082

 NET BOOK VALUE
 At 30 June 2025          541,573

 At 30 June 2024          651,680

 At 31 December 2024      506,862

 

13.      Deferred tax

 

                             Acquired intangibles      Fixed asset and other temporary differences      Tax losses       Total

                             £                         £                                                                 £

                                                                                                        £
                             -
 As at 1 January 2025        (69,760)                  (25,109)                                         397,250          302,381
 Utilised during the period                            -                                                -                -
 Credit during the period    11,700                    -                                                35,937           47,637
 At 30 June 2025             (58,060)                  (25,109)                                         433,187          350,018

                                                                                                        Current          350,018
                                                                                                        Non-current      -

 At 30 June 2024             (85,155)                  688                                              664,388          579,921

                                                                                                        Current          525,888
                                                                                                        Non-current      54,033

 

 

14.      Obligations under leases

 

                           Leasehold property

                           £

 At 1 January 2025         543,556
 Additions                 189,748
 Finance costs             £22,398
 Payments                  (190,926)
      Lease accrual        (164)
 At 30 June 2025           564,612

 Current                   402,127
 Non-current               162,485

 At 30 June 2024           697,302

 

15.      Related party transactions

 

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

 

16.      Events after the reporting date

 

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

 

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