REG - Tap Global Group PLC - Final Results, Notice of AGM & Board Change
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RNS Number : 4430N Tap Global Group PLC 02 January 2026
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2 January 2026
Tap Global Group plc
Final Results for the Year Ended 30 June 2025
Notice of Annual General Meeting
&
Board Change
Revenues Up, Gross Profit Up, Operating Costs Down
Tap Global Group plc (AIM: TAP), an innovative digital finance hub that brings
money payments and crypto settlement services together in a single
user-friendly app, announces its financial results for the year ended 30 June
2025 ("FY25").
FY25 Highlights
· Revenues of £3.48 million, an increase of 31% on the prior year
(FY24: £2.65 million)
· Other income of £0.42 million from the recovery of historical
referrable bonuses paid in Bitcoin
· Registered users at year-end up to over 391,000 (FY24: 368,844)
· Expanded cryptocurrency offering with 70+ tokens in 40 countries
· Introduced new trading features and improved user experience across
the Tap platform
· Enhanced utility of XTP token with introduction of XTP Cashback on
card spending
· Secured VASP registration in Bulgaria in anticipation of upcoming
MiCA regulations
· Raised gross proceeds of £1 million to support growth with
participation from high-profile institutional investors
· Successful uplisting on AIM, providing enhanced liquidity and access
to a wider pool of institutional investors
· Post year-end - appointed FinTech and blockchain executive Manuel De
Luque Muntaner as Non‑Executive Chairman
· Post-year end - Steven Borg has resigned from the Board in his role
as Chief Financial Officer with effect from 9 January 2026
Arsen Torosian, CEO of Tap Group, commented:
"The financial year ended 30 June 2025 was a defining period of graduation for
Tap Group. We have successfully evolved from a challenger fintech acquiring
its first wave of users into a fully regulated digital finance platform
capable of serving the complex needs of both retail and institutional clients.
Looking ahead, the Group is positioned to monetise the infrastructure we have
built. With the technical hurdle of payment integration behind us and our AIM
listing providing a platform for growth, our focus shifts to scaling the B2B
vertical and driving "Primary Account" status for our 390,000+ registered
users. Having laid the foundations, we are now poised to convert capability
into sustained commercial momentum."
Publication of Annual Report and Notice of Annual General Meeting
The annual report and Notice of AGM are available on the Company's website at:
https://investor.tap.global/investors/financial-reports-documents
(https://investor.tap.global/investors/financial-reports-documents) . Copies
of the Annual Report and Notice of AGM and Form of Proxy are being posted to
shareholders. The Company's Annual General Meeting ("AGM") of shareholders
will be held at 10:00 a.m. (London Time) on Wednesday, 28 January 2026, at the
offices of Arch Law Huckletree Bishopsgate, 8 Bishopsgate, London, EC2N 4BQ.
Enquiries:
Tap Global Group plc
Arsen Torosian, Chief Executive Officer via Vigo Consulting
SPARK Advisory Partners Limited (AIM Nominated Adviser) +44 (0)20 3368 3555
Andrew Emmott
Angus Campbell
Tennyson Securities (Joint Broker) +44 (0)20 7186 9030
Peter Krens
Alan Howard
AlbR Capital (Joint Broker) +44 (0)20 7469 0930
Gavin Burnell
Jon Belliss
Colin Rowbury
Vigo Consulting (Investor Relations) +44 (0)20 7390 0230
Ben Simons tapglobal@vigoconsulting.com (mailto:tapglobal@vigoconsulting.com)
Peter Jacob
Amelia Thorn
Investor website: investor.tap.global (https://investor.tap.global/)
About Tap Global Group plc
Tap Global Group plc bridges the gap between traditional finance and
blockchain technology. It offers over 390,000 individual and business
customers an innovative and fully integrated fiat payments and cryptocurrency
settlement service including access to several major cryptocurrency exchanges.
Through the Tap app, customers can trade over 70 cryptocurrencies and store
them directly in their customer wallet, while benefiting from proprietary AI
middleware for real-time best-execution and pricing.
Tap Group's European business, Tap Global Limited, was the first
cryptocurrency FinTech company to be approved by Mastercard in Europe.
Through the Tap card, European users can convert their cryptocurrencies to
fiat and spend at more than 37 million merchant locations worldwide.
Tap Group's operating subsidiaries
Tap Global Limited serves the European customer base and is registered in
Gibraltar and licensed and regulated by the Gibraltar Financial Services
Commission under the DLT with licence No. 25532.
Tap's Bulgarian subsidiary has been granted a VASP registration by the
National Revenue Agency of Bulgaria in order to qualify for the EU MiCA
regulations grandfathering provisions.
Tap Americas LLC serves the US customer base and is a limited liability
company organised under the laws of the state of Florida. Cryptocurrency
services are provided by Zero Hash, a Chicago-based B2B2C crypto
infrastructure platform.
Follow us on social media:
LinkedIn: https://www.linkedin.com/company/tapglobal/
(https://www.linkedin.com/company/tapglobal/) |
X: https://x.com/TapGlobalPlc (https://x.com/TapGlobalPlc)
References herein to "Tap Group", the "Group" or the "Company" refer to Tap
Global Group Plc.
References to "Tap" or "Tap Global" refer to Tap Global Limited and/or Tap
Technologies Limited, which are wholly owned operating subsidiaries of Tap
Global Group Plc.
Tap Global Group Plc
Chairman's Statement
For the year ended 30 June 2025
It is my privilege to address you as Chairman of Tap Group, having recently
assumed the role. Although I joined the Board in October 2025, I have followed
Tap Group's development since its early stages, recognising its potential to
solve the challenges of the many individuals and corporations seeking crypto
and money solutions in one place. I am excited to support the Board and
management in this ambition. They have worked hard to develop the product,
establish the regulatory framework, prove a customer need, and take the
business into positive cash flow with limited investment to date. I believe
Tap is well positioned to scale.
I would like to acknowledge the role of Peter Wall, my predecessor as Chairman
who stepped down in October 2025 to pursue a Canadian government role. His
guidance over the last year was instrumental in strengthening Tap Group and
setting the foundations for its successful admission to trading on AIM. His
pragmatic approach and clear vision have helped position the Group on a
stronger, more sustainable footing as we embark on this next phase of growth.
The past financial year was characterised by significant business and
corporate developments. The most notable corporate milestone was Tap Group's
admission to AIM in June 2025, which represented an important evolution in the
Company's journey, providing broader visibility, enhanced liquidity and a more
suitable platform from which to pursue long‑term strategic ambitions.
The registered user base continued to expand, reflecting demand for our
products, while trading volumes also increased significantly. Tap also made
progress in enhancing the range of cryptocurrencies available for trading,
improving customer experience, and maintaining best execution across
exchanges. Our customers can now trade more than 70 cryptocurrencies in over
40 countries and store them directly in their customer wallet.
Operational developments included strategic partnerships and product
enhancements, which strengthened Tap Group's competitive position, and these
are further summarised in the CEO's Review of Operations below.
Financial Review
The Group has continued to maintain a strong financial position, with cash
balances supporting operational flexibility and future expansion. Management
has also kept costs under disciplined control, ensuring that growth is built
on a sustainable foundation.
For the year ended 30 June 2025, the Group generated revenue of £3.48
million, representing an increase of 31% compared with the prior year. Revenue
growth was primarily driven by higher trading volumes and increased commission
income, supported by continued expansion of the user base and enhanced product
functionality. In addition, the Group recognised £0.42 million of other
income relating to the one-off recovery of historical Bitcoin referral
bonuses.
The gross profit margin improved from 59% to 75% enabling Tap Group to deliver
a gross profit (after deducting cost of sales) for the year of £2.62 million,
an increase of 68%. Cost of sales (predominantly exchange fees and card fees)
reduced by 20% to £0.863 million. Operating expenses were reduced by 6.6% to
£3.8 million, mainly as a result of optimised compliance and staff costs, as
well as restructuring the marketing referral programme. A one-off
administrative expense of £0.15 million was recorded in connection with the
regulatory settlement agreement with the Gibraltar Financial Services
Commission announced on 6 October 2025.
With the benefit of the one-off Bitcoin referral bonus recovery income, and
after adjusting for one-off expenses associated with the AIM listing in June
2025 (£0.48 million) and the above-mentioned one-off administrative expense
(£0.15 million), and non-cash share option expenses (£0.12 million), Tap
Group's adjusted EBITDA for the year was positive at £0.41 million. Adjusted
EBITDA is an alternative performance measure and is not defined under FRS.
After all statutory charges, including a £4.7 million impairment of goodwill,
the Group recorded a loss before tax of £5.7 million (2024: £18.2 million),
representing a reduction of approximately 69% year-on-year. This reflects the
underlying improvement in the Group's operating performance, notwithstanding
the impact of non-recurring and non-cash items. The Group's cash position at
30 June 2025 was £0.81 million, up 43% from the financial year ending 30 June
2024, bolstered by the successful equity raise of £1.0 million in gross
proceeds from the February 2025 placing which brought profile institutional
investors onto the register for the first time.
Board and Management Update
Steven Borg has resigned from the Board in his role as Chief Financial Officer
with effect from 9 January 2026. The Board would like to thank Steven for
his contribution to the Company, particularly during the period surrounding
the Group's admission to AIM and wishes him well in his next endeavours.
Following this transition, Andrew Milmine has been appointed Head of Finance.
He will be working closely with the Board and senior management team to
support the Group's financial reporting, internal controls, and ongoing
compliance with AIM Rules and applicable regulatory requirements. Andrew is
a highly qualified finance professional with experience of senior leadership
in BV Group and 15 years of wider experience within the gaming and fintech.
As the Director of Reporting, SaaS and Procurement he oversaw external
financial reporting, tax strategy and the implementation of robust financial
controls across multiple jurisdictions. His career also includes senior
roles at major operators including Ladbrokes, Coral and BetClic Everest, as
well as head of finance roles in high growth start-up companies.
The Board is satisfied that, following this change, the Group continues to
have appropriate financial oversight, governance structures and internal
controls in place.
Conclusion
Since the end of the financial year, Tap Group has made further strategic and
commercial progress, with a particular focus on accelerating its corporate and
institutional customer proposition.
Looking ahead, my focus as Chairman is to ensure that the Group continues to
scale sustainably while maintaining high standards of governance and
regulatory compliance. Tap Group is well-placed to seize opportunities in the
evolving digital asset space, and the foundations laid over the past year
provide confidence in our ability to deliver long‑term value for
shareholders.
Tap Group is entering an exciting new phase, and I am confident that together
we can create a fully regulated Super App that links fiat financial systems,
traditional assets, and cryptocurrency markets, providing a single,
user-friendly solution to the millions of crypto users globally. I would like
to thank the senior management team, our employees, and my fellow Board
members for their commitment and hard work throughout the year.
Manuel De Luque Muntaner
Non‑Executive Chairman
Tap Global Group Plc
CEO's Statement
For the year ended 30 June 2025
Strategic Overview: A Year of Graduation
The financial year ended 30 June 2025 was a defining period for Tap Group. We
have successfully transitioned from a challenger fintech acquiring its first
wave of users to a mature, regulated digital finance platform capable of
serving the complex needs of both retail and institutional clients. This
maturity was formalised in June 2025 when we completed our admission to the
AIM Market of the London Stock Exchange. Moving from the AQSE Growth Market to
AIM was a strategic necessity; it has elevated our profile within the
institutional investors, broadened our shareholder base, and provided the
liquidity platform required for our next phase of growth.
We are building a primary financial account that bridges the gap between
traditional finance and the digital asset economy. Our vision is to eliminate
the friction that exists between these two worlds, creating a single,
borderless ecosystem where money - whether fiat or digital - moves instantly
and freely.
Operational Performance: Delivering Scalable Growth
With the benefit of the one-off Bitcoin referral bonus recovery income, and
after adjusting for one-off expenses associated with the AIM listing in June
2025 (£0.48 million) and the above-mentioned one-off administrative expense
(£0.15 mil), and non-cash share option expenses (£0.12 million), Tap Group's
adjusted EBITDA for the year was positive at £0.41mil. Adjusted EBITDA is an
alternative performance measure and is not defined under FRS.
Our momentum has only accelerated post-year end. In our Q1 trading update for
the new financial year, we reported record quarterly revenues of almost £1
million, a 40% increase over Q1 2025. This demonstrates that our historical
heavy investment in infrastructure is now converting directly into scalable
cash flow.
To support this next phase of secondary market growth and broaden our investor
reach, we were pleased to appoint AlbR Capital as our Joint Broker in December
2025.
Retail Innovation: Building the Super App
In the retail market, our focus has been on driving both velocity and utility.
We expanded the Tap ecosystem to support more than 70 cryptocurrency assets
across 40 countries, ensuring users can access the most relevant assets
globally. Our agility in listing high-demand tokens ahead of larger
competitors enabled us to capture meaningful trading volume and market alpha
during periods of heightened interest. To underpin this growth, we completed
the rollout of our trading optimisation engine, enhancing execution
efficiency and strengthening margins.
Trading, however, represents only one pillar of our broader strategy. To
increase ecosystem engagement and user stickiness, we expanded the utility of
the XTP token in July 2024, introducing XTP Cashback on card spending and
launching six new dynamic subscription tiers. This was complemented by the
successful reintroduction of XTP locking for UK Premium accounts in December
2024. Collectively, these initiatives are designed to convert passive users
into active, long-term participants in the Tap economy, driving higher ARPU
and reducing churn.
We have also broadened our fiat capabilities to include major global
currencies, such as CAD, JPY, AUD and CHF, reinforcing our position as a
global multi-currency wallet. In parallel, we strengthened our security
posture with the deployment of enterprise-grade shielding across our mobile
architecture and secured VASP registration in Bulgaria. This regulatory
milestone provides a critical strategic foothold, positioning Tap Group to
transition seamlessly into the forthcoming Markets in Crypto-Assets (MiCA)
regime and enabling future passporting rights across the EU.
Post-Year-End: The Payment Infrastructure Pivot
The period following the financial year end has arguably been the most
transformative in the Group's history. We have executed two landmark
infrastructure partnerships that fundamentally resolve the historic friction
between crypto platforms and traditional payment apps, effectively pivoting
Tap toward "Super App" status.
In September 2025, we integrated open banking capabilities through a strategic
partnership with tell.money. This PSD2-compliant infrastructure allows
third-party providers to interface with Tap accounts, finally integrating us
into the wider fintech ecosystem. We followed this in October 2025 by going
live with our FCA-regulated partner, Moorwand. This integration is a
game-changer: it enables Tap to issue dedicated, unique GBP and EUR IBANs to
our customers. This means users can now treat Tap as their primary payment
account, receiving salaries, paying bills via Direct Debit, and managing
day-to-day finances, significantly increasing customer lifetime value.
Corporate & Institutional Expansion
Building on these upgraded payment rails, we successfully relaunched our
corporate customer programme in October 2025. There is a severe shortage of
regulated, crypto-friendly payment solutions for SMEs, and we are stepping in
to fill this void. We have already secured initial traction with over 25
business customers, generating an annualised recurring revenue (ARR) run rate
of over £75,000 in account fees alone from day one.
In parallel, we launched our institutional Bitcoin Treasury as a Service
(BTaaS) platform, designed specifically for publicly listed companies seeking
regulated exposure to digital assets. Following successful live testing with a
major UK treasury holder, we onboarded the London BTC Company, a London Stock
Exchange Main Market-listed company, as a client. This is a powerful
validation of our compliance and custody infrastructure.
Environment
Although Tap Group is not required to formally report against the Streamlined
Energy and Carbon Reporting (SECR) requirements due to the size of the
Company, the Board takes its responsibility to the environments in which we
operate seriously. The impact on CO2 emissions and energy consumption
created indirectly through our operations are taken into account in Board
level decisions. Such impact is primarily the result of employee and Board
member travel which the Company tries to keep to the minimum level possible.
Outlook
Looking ahead, Tap Group enters FY26 with a clear pathway to monetising the
infrastructure now firmly in place. With payment integration complete and our
AIM listing providing enhanced visibility and access to capital, we will
prioritise the commercial scaling of our B2B vertical and accelerate
initiatives aimed at increasing 'Primary Account' adoption across our 390,000+
registered users. These programmes are expected to support sustained revenue
growth, improved operating leverage and deeper engagement across both retail
and institutional segments.
The Board is confident in the Company's strategic positioning and believes
that the operational progress achieved to date provides a strong foundation
for continued growth through FY26 and beyond. Having built the core
infrastructure, the Group is now focused on executing at scale and converting
its platform capabilities into long-term, recurring value creation.
Arsen Torosian
Group CEO
Tap Global Group Plc
Consolidated Statement of Comprehensive Income
For the year ended 30 June 2025
Notes 2025 2024
£ £
REVENUE
Revenue 3,479,286 2,646,574
Cost of sales (862,850) (1,083,965)
GROSS PROFIT 2,616,436 1,562,609
Other income 419,755 -
Operating expenses (3,800,110) (4,070,783)
Administrative expenses (150,000) -
Impairment loss on goodwill (4,702,649) (15,862,070)
Exchange difference 97,562 (19,390)
Gain on disposal of investment 5 - 3,885
(Loss)/Gain on sale of cryptoassets 5 (180,820) 211,824
Loss before income tax (5,699,826) (18,173,925)
Tax on loss 9 (14,576) (15,629)
Total comprehensive loss for the year (5,714,402) (18,189,554)
Loss per shares
Basic and diluted (Pence) 19 0.0077 0.0262
Group operations are classed as continuing.
The exemption under section 408 of the Companies Act 2006 from presenting the
Parent Company's income statement has been taken. The Company's loss for the
year was £1,710,962 (2024: £18,310,593)
The notes form part of these consolidated financial statements.
Tap Global Group
Plc
Notes 2025 2024
ASSETS £ £
Non-current assets
Tangible assets, including right-of-use assets 10 34,176 70,789
Investments 12 1,987 1,987
Intangible assets - cryptoassets held for investment 13 732,322 747,893
Intangible assets - software development 14 1,394,324 1,309,844
Goodwill 14 1,286,228 5,988,877
3,449,037 8,119,390
Current assets
Cash and cash equivalents 16 810,729 565,281
Trade and other receivables 15 597,525 378,585
1,408,254 943,866
Total assets 4,857,291 9,063,256
LIABILITIES AND EQUITY
Non-current liabilities
Lease liability 11 - 26,328
Director's loan 18 1,042,320 900,109
1,042,320 926,437
Current liabilities
Trade payables 17 547,246 383,008
Corporate tax liability 7,022 -
Accruals 385,670 226,339
Lease liability 11 26,330 34,184
966,268 643,531
Equity
Capital and reserves
Called up share capital 22 2,273,466 2,223,466
Share premium 28,587,458 27,685,458
Option & warrant reserve 492,715 374,898
Profit and loss account (28,504,936) (22,790,534)
Equity shareholders' funds 2,848,703 7,493,288
Total liabilities and equity 4,857,291 9,063,256
Consolidated Statement of Financial Position
For the year ended 30 June 2025
The consolidated financial statements were approved and authorised for issue
by the Board and were signed on its behalf by:
Arsen Torosian
Group CEO
Date: 31 December 2025
The notes form part of these consolidated financial statements.
Tap Global Group Plc
Consolidated Statement of Changes in Equity
For the year ended 30 June 2025
Called up Share Capital Share Premium Option Profit and Loss Account Total
& Warrant Reserve
£ £ £ £ £
As at 1 July 2024 2,223,466 27,685,458 374,898 (22,790,534) 7,493,288
Issue of shares 50,000 902,000 - - 952,000
Total comprehensive loss for the year - - - (5,714,402) (5,714,402)
Share options issued - - 117,817 - 117,817
As at 30 June 2025 2,273,466 28,587,458 492,715 (28,504,936) 2,848,703
Called up Share Capital Share Premium Option & Warrant Reserve Profit and Loss Account Total
£ £ £ £ £
As at 1 July 2023 2,223,466 27,685,458 374,898 (4,600,980) 25,682,842
Total comprehensive loss for the year (18,189,554) (18,189,554)
As at 30 June 2024 2,223,466 27,685,458 374,898 (22,790,534) 7,493,288
The following describes the nature and purpose of each reserve within owners'
equity:
Reserve Description and purpose
Called Up Share Capital This represents the nominal value of shares issued.
Share Premium Amount subscribed for share capital in excess of nominal value.
Profit & Loss Account Cumulative net gains and losses recognised in the statement of comprehensive
income.
Other Reserve Cumulative fair value of options granted
The notes form part of these consolidated financial statements.
Tap Global Group Plc
Consolidated Statement of Cash Flows
For the year ended 30 June 2025
2025 2024
£ £
Cash flow from operating activities
Loss after taxation for the year (5,714,402) (18,189,554)
Adjustment for:
Depreciation 37,191 37,564
Amortisation 654,361 654,230
Financing costs 1,818 2,811
Share option charge 117,817 -
Fair value change of investment - -
Cryptoassets clawed back (419,755)
Gain on disposal of investment - (3,885)
(Loss)/Gain on sale of cryptoassets 182,622 (211,824)
Impairment of goodwill 4,702,649 15,862,070
Loss on derecognition of deferred tax assets - 12,517
Change in:
Trade and other receivables (218,939) (263,062)
Trade and other payables 472,802 395,413
Cash generated from operations (183,836) (1,703,720)
Tax paid - -
Net cash used in operating activities (183,836) (1,703,720)
Cash flow from investing activities
Proceeds from cryptoassets 2,345,279 3,506,694
Additions of cryptoassets (2,092,574) (2,821,312)
Purchase of intangible assets (738,842) (729,685)
Purchase of tangible assets (579) (4,481)
Disposals of tangible assets - investment - 18,410
Net cash used in investing activities (486,716) (30,374)
Cash flow from financing activities
Repayment of lease liabilities (36,000) (36,000)
Issued capital 952,000 -
Net cash used in financing activities 916,000 (36,000)
Increase/(decrease) in cash and cash equivalents 245,448 (1,770,094)
Cash and cash equivalents at the beginning of the year 565,281 2,335,375
Cash and cash equivalents at the end of the year 810,729 565,281
The notes form part of these consolidated financial statements.
Tap Global Group Plc
Notes to Consolidated Financial Statements
For the year ended 30 June 2025
1. General Information
Tap Global Group PLC (the "parent company") is a public company limited by
shares and incorporated in England and Wales. The parent company is domiciled
in the UK and its shares are admitted to trading on AIM, a market operated by
The London Stock Exchange. These consolidated financial statements comprise
the parent company and its subsidiaries (together referred to as the "group").
The group's consolidated financial statements for the year ended 30 June 2025
were authorised for issue by the Board of Directors on 31 December 2025.
2. Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of these
consolidated financial statements are set out below. These policies have been
consistently applied to all the years presented unless otherwise stated.
Statement of Compliance
The Consolidated group's Financial Statements have been prepared in accordance
with UK-adopted international accounting standards (the "IFRSs") in accordance
with the requirements of the Companies Act 2006.
The group has adopted IFRSs that are relevant to its operations and effective
for its accounting year beginning on 1 July 2023. IFRSs comprise
International Financial Reporting Standards ("IFRS"); International Accounting
Standards ("IAS"); and Interpretations.
The parent company financial statements of Tap Global Group Plc have been
prepared in compliance with United Kingdom Accounting Standards, including
Financial Reporting Standard 102, "The Financial Reporting Standard applicable
in the United Kingdom and the Republic of Ireland" ("FRS 102") and the
Companies Act 2006.
Basis of Preparation
The consolidated financial statements have been prepared on the historical
cost basis, as modified by the revaluation of certain financial assets and
liabilities and investment properties measured at fair value through profit or
loss.
The consolidated financial statements are prepared in sterling, which is the
functional currency of the parent company. All amounts have been rounded to
the nearest GBP.
Going concern
Details of the group's business activities, results, cash flows and resources,
together with the risks it faces and other factors likely to affect its future
development, performance and position are set out in the strategic report.
The group incurred an operating cash outflow of £183,836. These conditions
indicate the existence of material uncertainty which may cast significant
doubt on the Group's ability to continue as a going concern. Therefore, the
Group may be unable to realise its assets and discharge its liabilities in the
normal course of business.
The directors of the Company are of the opinion that the group will have
sufficient working capital to meet its financial liabilities as and when they
fall due given that (i) the group will be able to raise funds to meet a level
sufficient to finance the working capital requirements of the group; and (ii)
the group is actively implementing cost-control measures to improve operating
cash flows and its financial position and the directors of the Company believe
that the performance of the Group will be significantly improved in the
forthcoming year.
Accordingly, the directors of the Company are of the opinion that it is
appropriate to prepare the consolidated financial statements on the going
concern basis. Should the group be unable to continue as a going concern,
adjustments would have to be made to the consolidated financial statements, to
write down the value of assets to their recoverable amounts, to provide for
further liabilities which might arise and to reclassify non-current assets and
non-current liabilities as current assets and current liabilities,
respectively. The effect of these adjustments has not been reflected in the
consolidated financial statements.
3.1 Basis of consolidation and significant accounting policies
The consolidated financial statements comprise the financial statements of all
group subsidiaries as at 30 June each year using consistent accounting
policies. Acquisition-related costs are expensed as incurred unless they
result from the issuance of shares, in which case they are offset against the
premium on those shares within equity.
Where considered appropriate, adjustments are made to the financial
information of subsidiaries to bring the accounting policies used into line
with those used by other members of the group. All intercompany transactions
and balances between group enterprises are eliminated on consolidation.
Business combinations
The consolidated financial statements for business combinations using the
acquisition method when control is transferred to the group. The consideration
transferred in the acquisition is measured at fair value, as are the
identifiable net assets acquired. Any goodwill that arises is tested annually
for impairment. Any gain on a bargain purchase is recognised in profit or loss
immediately. Transaction costs are expensed as incurred, except if related to
the issue of debt or equity securities. The consideration transferred does not
include amounts related to the settlement of pre-existing relationships. Such
amounts are generally recognised in profit or loss.
Any contingent consideration is measured at fair value at the date of
acquisition. If an obligation to pay contingent consideration that meets the
definition of a financial instrument is classified as equity, then it is not
re-measured, and settlement is accounted for within equity. Otherwise, other
contingent consideration is re-measured at fair value at each reporting date
and subsequent changes in the fair value of the contingent consideration are
recognised in profit or loss.
Subsidiaries
Subsidiaries are entities controlled by the group. The group controls an
entity when it is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns
through its power over the entity. In assessing control, the group takes into
consideration potential voting rights. The acquisition date is the date on
which control is transferred to the acquirer. The financial statements of
subsidiaries are included in the consolidated financial statements from the
date that control commences until the date that control ceases. A
non-controlling interest is recognised, representing the interests of minority
shareholders in subsidiaries not wholly owned by the group.
Transactions eliminated on consolidation
Intra-group balances and transactions and any unrealised income and expenses
arising from intra-group transactions are eliminated. On publishing the parent
company financial statements here, together with the consolidated financial
statements, the parent company is taking advantage of exemption in section 408
of the Companies Act 2006 not to present the individual income statement and
related notes of the parent company which form part of these approved
financial statements.
3.2 Foreign currency
In preparing these financial statements, transactions in currencies other than
the parent company and group's presentational currency ("foreign currencies")
are recorded at the rates of exchange prevailing on the dates of the
transaction. At each statement of financial position date, monetary items in
foreign currencies are translated into the presentational currency at the
exchange rate prevailing at statement of financial position date. Exchange
differences arising on the settlements of monetary items and on the
retranslation of monetary items are included in the consolidated statement of
comprehensive income for the year.
3.3 Revenue Recognition
Revenue from contracts with customers
Revenue is measured based on the consideration specified in a contract with a
customer with reference to the customary business practices and excludes
amounts collected on behalf of third parties. For a contract where the
period between the payment by the customer and the transfer of the promised
product or service exceeds one year, the consideration is adjusted for the
effect of a significant financing component.
The group recognises revenue when it satisfies a performance obligation by
transferring control over a product or service to a customer. Depending on
the terms of a contract and the laws that apply to that contract, a
performance obligation can be satisfied over time or at a point in time. A
performance obligation is satisfied over time if:
- the customer simultaneously receives and consumes the
benefits provided by the group's performance;
- the group's performance creates or enhances an asset
that the customer controls as the asset is created or enhanced; or
- the group's performance does not create an asset with an
alternative use to the group and the group has an enforceable right to payment
for performance completed to date.
If a performance obligation is satisfied over time, revenue is recognised by
reference to the progress towards complete satisfaction of that performance
obligation. Otherwise, revenue is recognised at a point in time when the
customer obtains control of the product or service.
How the group recognises revenue for its significant revenue streams is
described below:
Trading fees
This service relates to the facility to buy and sell currency, including
digital currency (crypto currency). A contract is identified when a payment is
approved by the group and the customer. Performance obligations and
transaction prices are set out in the contract. Revenue is recognised on the
transaction date.
Account fees
This service relates to the provision of account services. A contract is
identified when a customer enters an agreement with the group for an account.
Performance obligations and transaction prices are set out in the contract.
Revenue related to monthly account fees are recognised during the month the
account is provided.
Card fees
A contract is identified when it is approved by relevant parties and when the
card is issued to the customer. Performance obligations and transaction prices
are set out in the contract. Revenue from provision of card services is
recognised over period in which they are provided. ATM transaction and
out-of-currency variable fees are constrained to the amount not expected to be
reversed. Variable revenue is recognised at the point at which it is unlikely
to be reversed, typically the transaction date.
3.4 Investments
(a) Classification
Fair value through profit and loss equity investments are classified in this
category if acquired principally for the purpose of trading or selling in the
short term. Investments in this category are classified as current assets if
expected to be settled within 12 months; otherwise, they are classified as
non-current.
(b) Recognition and Measurement
Regular purchases and sales of fair value through profit and loss equity
investments are recognised on the trade date - the date on which the group
commits to purchasing or selling the asset. They carried at fair value
through profit or loss is initially recognised at fair value, and transaction
costs are expensed in the Income Statement. They are measured at fair value
using the fair value hierarchy, as disclosed at note 23.
Fair value through profit and loss equity investments are derecognised when
the rights to receive cash flows from the assets have expired or have been
transferred, and the group has transferred substantially all of the risks and
rewards of ownership.
Gains or losses arising from changes in the fair value of fair value through
profit and loss equity investments at fair value through profit or loss are
presented in the Income Statement.
3.5 Financial Assets
(a) Classification
The group classifies its financial assets in the following categories: at
amortised cost including trade receivables and other financial assets at
amortised cost, at fair value through other comprehensive income and at fair
value through profit or loss, loans and receivables, and available-for-sale.
The classification depends on the purpose for which the financial assets were
acquired. Management determines the classification of its financial assets
at initial recognition.
(b) Recognition and measurement
Amortised cost
Trade and other receivables are recognised initially at the amount of
consideration that is unconditional, unless they contain significant financing
components, in which case they are recognised at fair value. The group holds
the trade and other receivables with the objective of collecting the
contractual cash flows, and so it measures them subsequently at amortised cost
using the effective interest method.
The group classifies its financial assets as at amortised cost only if both of
the following criteria are met:
• the asset is held within a business model whose
objective is to collect the contractual cash flows; and
• the contractual terms give rise to cash flows that are
solely payments of principal and interest.
Fair value through profit or loss
The group classifies the following financial assets at fair value through
profit or loss (FVPL):
• debt instruments that do not qualify for measurement
at either amortised cost (see above) or FVOCI;
• equity investments that are held for trading; and
• equity investments for which the entity has not
elected to recognise fair value gains and losses through OCI.
For information about the methods and assumptions used in determining fair
value refer to note 23. The group does not hold any financial assets that meet
conditions for subsequent recognition at fair value through other
comprehensive income ("FVTOCI").
(c) Impairment of financial assets
The group recognises an allowance for expected credit losses ("ECL"s) for all
debt instruments not held at fair value through profit or loss. ECLs are based
on the difference between the contractual cash flows due in accordance with
the contract and all the cash flows that the group expects to receive,
discounted at an approximation of the original Effective Interest Rate
("EIR"). The expected cash flows will include cash flows from the sale of
collateral held or other credit enhancements that are integral to the
contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has
not been a significant increase in credit risk since initial recognition, ECLs
are provided for credit losses that result from default events that are
possible within the next 12-months (a 12-month ECL). For those credit
exposures for which there has been a significant increase in credit risk since
initial recognition, a loss allowance is required for credit losses expected
over the remaining life of the exposure, irrespective of the timing of the
default (a lifetime ECL).
For trade receivables and other receivables due in less than 12 months, the
group applies the simplified approach in calculating ECLs, as permitted by
IFRS 9. Therefore, the group does not track changes in credit risk, but
instead, recognises a loss allowance based on the financial asset's lifetime
ECL at each reporting date.
The group considers a financial asset to be in default when internal or
external information indicates that the group is unlikely to receive the
outstanding contractual amounts in full before taking into account any credit
enhancements held by the group. A financial asset is written off when there is
no reasonable expectation of recovering the contractual cash flows and usually
occurs when past due for more than one year and not subject to enforcement
activity.
At each reporting date, the group assesses whether financial assets carried at
amortised cost are credit impaired. A financial asset is credit-impaired when
one or more events that have a detrimental impact on the estimated future cash
flows of the financial asset have occurred.
(d) Derecognition
The group derecognises a financial asset only when the contractual rights to
the cash flows from the asset expire, or when it transfers the financial asset
and substantially all the risks and rewards of ownership of the asset to
another entity.
On derecognition of a financial asset measured at amortised cost, the
difference between the asset's carrying amount and the sum of the
consideration received and receivable is recognised in profit or loss.
3.6 Financial Liabilities
Financial liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into and the definitions of
a financial liability and an equity instrument under IFRSs. An equity
instrument is any contract that evidences a residual interest in the assets of
the group after deducting all of its liabilities. The accounting policies
adopted for specific financial liabilities and equity instruments are set out
below.
All financial liabilities are recognised initially at fair value, net of
directly attributable transaction costs. The group's financial liabilities
include trade and other payables.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as
described below:
Trade and other payables
Trade and other payables are classified as current liabilities if payment is
due within one year or less. If not, they are presented as non-current
liabilities.
Trade and other payables are initially recognised at fair value and
subsequently measured at amortised cost using the effective interest method
unless the effect of discounting would be immaterial, in which case they are
stated at cost.
Equity instruments
Equity instruments issued by the parent company are recorded at the proceeds
received, net of direct issue costs.
Derecognition
A financial liability is derecognised when the associated obligation is
discharged or cancelled or expires.
3.7 Expenditure
Expenses are recognised on the accrual basis.
3.8 Tangible assets
Tangible assets are stated at cost less accumulated depreciation and
accumulated impairment losses. Such costs include costs directly attributable
to making the asset capable of operating as intended. Depreciation is
calculated at the following annual rates so as to write off the cost of fixed
assets over their estimated useful lives using the reducing balance method:
Computer equipment 25%
Furniture and fittings 15%
On disposal, the difference between the net disposal proceeds and the carrying
amount of the item sold is recognised in statement of comprehensive income and
included in other operating income. The carrying values of the tangible assets
are reviewed for impairment when events or changes in circumstances indicate
the carrying value may not be recoverable. All subsequent repairs, renewals
and maintenance costs are charged to the statement of comprehensive income
when incurred.
3.9 Leases
At inception of a contract, the group assesses whether a contract is, or
contains, a lease. A contract is, or contains, a lease if the contract conveys
the right to control the use of an identified asset for a period of time in
exchange for consideration. To assess whether a contract conveys the right to
control the use of an identified asset, the group uses the definition of a
lease in IFRS 16.
As a lessee
At commencement or on modification of a contract that contains a lease
component, the group allocates the consideration in the contract to each lease
component on the basis of its relative stand-alone prices. However, for the
leases of property the group has elected not to separate non-lease components
and account for the lease and non-lease components as a single lease
component.
The right-of-use asset is subsequently depreciated using the straight-line
method from the commencement date to the end of the lease term, unless the
lease transfers ownership of the underlying asset to the group by the end of
the lease term or the cost of the right-of-use asset reflects that the group
will exercise a purchase option. In that case the right-of-use asset will be
depreciated over the useful life of the underlying asset, which is determined
on the same basis as those of property and equipment. In addition, the
right-of-use asset is periodically reduced by impairment losses, if any, and
adjusted for certain remeasurements of the lease liability. During the year,
the right-of-use asset was depreciated over 6 years, which represented the
unexpired portion of the lease.
The lease liability is initially measured at the present value of the expected
future lease payments as at the commencement date of the lease, discounted
using the interest rate implicit in the lease or, if that rate cannot be
readily determined, the group's incremental borrowing rate. Generally, the
group uses its incremental borrowing rate as the discount rate. The group
determines its incremental borrowing rate by obtaining interest rates from
various external financing sources and makes certain adjustments to reflect
the terms of the lease and type of the asset leased.
Lease payments included in the measurement of the lease liability comprise the
following: - fixed payments, including in-substance fixed payments; - variable
lease payments that depend on an index or a rate, initially measured using the
index or rate as at the commencement date; - amounts expected to be payable
under a residual value guarantee; and - the exercise price under a purchase
option that the group is reasonably certain to exercise, lease payments in an
optional renewal period if the group is reasonably certain to exercise an
extension option, and penalties for early termination of a lease unless the
group is reasonably certain not to terminate early.
When the lease liability is remeasured in this way, a corresponding adjustment
is made to the carrying amount of the right-of-use asset or is recorded in
profit or loss if the carrying amount of the right-of-use asset has been
reduced to zero. The group presents right-of-use assets that do not meet the
definition of investment property in 'property, plant and equipment, including
right of use assets' and lease liabilities as disclosed on the face of the
statement of financial position.
Short-term leases and leases of low-value assets
The group has elected not to recognise right-of-use assets and lease
liabilities for leases of low-value assets and short-term leases. The group
recognises the lease payments associated with these leases as an expense on a
straight-line basis over the lease term.
3.10 Intangible assets - Cryptoassets
Intangible assets include cryptoassets held by the company. The directors
believes that the cryptoassets meet the definition of an intangible asset
under IAS 38, 'Intangible Assets', as they meet the definition of an
identifiable non-monetary asset without physical substance.
Under IAS 38 there is an accounting policy choice as to whether the
cryptoassets should be recognised at fair value or cost less impairment. The
director is of the opinion that there is an active market for the cryptoassets
held by the company and therefore decided to measure the cryptoassets at fair
value.
The directors intend to review this recognition policy on a regular basis and
whenever new standards, or guidance are issued.
A single, generally accepted framework for the classification of different
cryptoassets does not currently exist. There is consequently no general
applied definition of a cryptoasset. This reflects the broad variety of
features and bespoke nature of the transactions in practice. Cryptoassets are
initially measured at cost if purchased in an ordinary transaction.
Under IAS 38 there is an accounting policy choice for the subsequent
measurement of these assets. The choice is whether to recognise the assets at
fair value or cost less impairment. The director deems there to be an active
market for the crypto assets held by the company and has therefore made the
decision to subsequently measure these assets at fair value less accumulated
amortisation and impairment.
The intangible assets held by the company have an indefinite useful life as
they have no expiration date, which means they can be used by the company for
an unlimited period of time and could have the same use in the future as
today.
3.11 Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and time, call and current
balances with banks and similar institutions, which are readily convertible to
known amounts of cash and which are subject to insignificant risk of changes
in value.
3.12 Provisions
Provisions are recognised for liabilities of uncertain timing or amount when
the group has a present legal or constructive obligation arising as a result
of a past event, it is probable that an outflow of economic benefits will be
required to settle the obligation and a reliable estimate can be made. Where
the time value of money is material, provisions are stated at the present
value of the expenditures expected to settle the obligation.
Where it is not probable that an outflow of economic benefits will be
required, or the amount cannot be estimated reliably, the obligation is
disclosed as a contingent liability, unless the probability of outflow is
remote. Possible obligations, whose existence will only be confirmed by the
occurrence or non-occurrence of one or more future events are also disclosed
as contingent liabilities unless the probability of outflow is remote.
3.13 Intangible assets - computer software and website development
Computer software development expenditure is capitalised only if the
expenditure can be measured reliably, the product or process is technically
and commercially feasible, future economic benefits are probable, and the
group intends to and has sufficient resources to complete development and to
use or sell the asset. Otherwise, it is recognised in the statement of
comprehensive income as incurred. Subsequent to initial recognition,
development expenditure is measured at cost less accumulated amortisation and
any accumulated impairment losses.
Subsequent expenditure is capitalised only when it increases the future
economic benefits embodied in the specific asset to which it relates. All
other expenditure is recognised in statement of comprehensive income as
incurred. Amortisation is calculated to write off the cost of computer
software less their estimated residual values using the straight-line method
over their estimated useful lives and is generally recognised in the statement
of comprehensive income.
The estimated useful lives for current and comparative periods are as follows:
Computer software - 4 years
Website development - 4 years
Amortisation methods, useful lives and residual values are reviewed at each
reporting date and adjusted if appropriate.
3.14 Impairment of assets
At the end of each reporting period, the group reviews the carrying amounts of
its tangible and intangible assets except goodwill, investment properties
(fair value model only), deferred tax assets, investments and receivables 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 any impairment
loss. Where it is not possible to estimate the recoverable amount of an
individual asset, the group estimates the recoverable amount of the cash
generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs of disposal 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.
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 (net of amortisation or
depreciation) 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
at a revalued amount, in which case the reversal of the impairment loss is
treated as a revaluation increase.
Goodwill acquired in a business combination is allocated, at acquisition, to
the cash generating units (CGUs) that are expected to benefit from that
business combination. Where goodwill has been allocated to a cash-generating
unit ("CGU") that CGU is tested for impairment annually to determine whether
the carrying amount of the CGU may not be recoverable. An impairment loss in
respect of goodwill is not reversed.
The group has recognised one CGU, called Crypto Asset Brokerage. This
represents the lowest level at which goodwill is monitored for internal
management purposes.
3.15 Share Capital
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.
3.16 Income Tax
Tax is recognised in the profit and loss, except to the extent that it relates
to items recognised in other comprehensive income or directly in equity. In
this case, the tax is also recognised in other comprehensive income or
directly in equity, respectively.
Deferred income tax is recognised, using the liability method, on temporary
differences arising between the tax bases of assets and liabilities and their
carrying amounts in the financial statements. Deferred income tax is
determined using tax rates (and laws) that have been enacted, or substantially
enacted, by the end of the reporting period and are expected to apply when the
related deferred income tax asset is realised, or the deferred income tax
liability is settled.
Deferred income tax assets are recognised only to the extent that it is
probable that future taxable profit will be available against which the
temporary differences can be utilised.
Deferred income tax assets are recognised on deductible temporary differences
only to the extent that it is probable the temporary difference will reverse
in the future and there is sufficient taxable profit available against which
the temporary difference can be utilised.
Deferred income tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax
liabilities, and when the deferred income tax assets and liabilities relate to
income taxes levied by the same taxation authority on either the taxable
entity or different taxable entities where there is an intention to settle the
balances on a net basis.
3.17 Share Based Payments
The group operates an equity-settled share-based scheme, under which the
entity receives services from employees or third-party suppliers as
consideration for equity instruments (shares, options and warrants) of the
group. The group may also issue warrants to share subscribers as part of a
share placing. The fair value of the equity-settled share based payments is
recognised as an expense in the income statement or charged to equity
depending on the nature of the service provided or instrument issued. The
total amount to be expensed or charged in the case of options is determined by
reference to the fair value of the options or warrants granted:
• including any market performance conditions;
• excluding the impact of any service and non-market
performance vesting conditions (for example, profitability or sales growth
targets, or remaining an employee of the entity over a specified time period);
and
• including the impact of any non-vesting conditions
(for example, the requirement for employees to save).
In the case of shares and warrants the amount charged to the share premium
account is determined by reference to the fair value of the services received
if available. If the fair value of the services received is not determinable
the shares are valued by reference to the market price and the warrants are
valued by reference to the fair value of the warrants granted as described
previously.
Non-market vesting conditions are included in assumptions about the number of
options or warrants that are expected to vest. The total expense or charge is
recognised over the vesting period, which is the period over which all of the
specified vesting conditions are to be satisfied. At the end of each
reporting period, the entity revises its estimates of the number of options
that are expected to vest based on the non-market vesting conditions. It
recognises the impact of the revision to original estimates, if any, in the
income statement or equity as appropriate, with a corresponding adjustment to
another reserve in equity.
When the warrants or options are exercised, the group issues new shares. The
proceeds received, net of any directly attributable transaction costs, are
credited to share capital (nominal value) and share premium when the warrants
or options are exercised.
3.18 Related parties
(A) A person or a close member of that person's family is related
to the group if that person:
(i) has control or joint control over the group;
(ii) has significant influence over the group; or
(iii) is a member of the key management personnel of the group or of a
parent of the group.
(B) An entity is related to the group if any of the following
conditions applies:
(i) The entity and the group are members of the same group (which means
that each parent, subsidiary and fellow subsidiary is related to the others).
(ii) One entity is an associate or joint venture of the other entity (or
an associate or joint venture of a member of a group of which the other entity
is a member).
(iii) Both entities are joint ventures of the same third party.
(iv) One entity is a joint venture of a third entity and the other entity is
an associate of the third entity.
(v) The entity is a post-employment benefit plan for the benefit of
employees of either the group or an entity related to the group. If the
group is itself such a plan, the sponsoring employers are also related to the
group.
(vi) The entity is controlled or jointly controlled by a person identified
in (A).
(vii) A person identified in (A)(i) has significant influence over the entity
or is a member of the key management personnel of the entity (or of a parent
of the entity).
The entity, or any member of a group of which it is a part, provides key
management personnel services to the group or to a parent of the Company.
3.19 Employee benefits
(i) Employee leave entitlements
Employee entitlements to annual leave and long service leave are recognised
when they accrue to employees. A provision is made for the estimated
liability for annual leave and long service leave as a result of services
rendered by employees up to the end of the reporting period.
Employee entitlements to sick leave and maternity leave are not recognised
until the time of leave.
(ii) Termination benefits
Termination benefits are recognised at the earlier of the dates when the group
can no longer withdraw the offer of those benefits and when the group
recognises restructuring costs and involves the payment of termination
benefits.
3.20 Events after the reporting period
Events after the reporting period that provide additional information about
the group's position at the end of the reporting period or those that indicate
the going concern assumption is not appropriate are adjusting events and are
reflected in the financial statements. Events after the reporting period
that are not adjusting events are disclosed in the note
s to the financial statements when material.
4. Judgements And Key Sources of Estimation And Uncertainty
In the process of applying the accounting policies, the directors have made
the following judgements that have the most significant effect on the amounts
recognised in the consolidated financial statements.
4.1 Going concern basis
These consolidated financial statements have been prepared on a going concern
basis, the validity of which depends upon the financial support of the
controlling shareholder at a level sufficient to finance the working capital
requirements of the group. Details are explained in note 2 to consolidated
financial statements.
The preparation of the financial statements requires management to make
estimates and assumptions that affect the reported amounts of revenues,
expenses, assets and liabilities, and the disclosure of contingent liabilities
at the date of the financial statements.
If in the future such estimates and assumptions which are based on
management's best judgement at the date of the financial statements, deviate
from the actual circumstances, the original estimates and assumptions will be
modified as appropriate in the year in which the circumstances change. Where
necessary, the comparatives have been reclassified or extended from the
previously reported results to take into account presentational changes.
4.2 Impairment of goodwill
Determining whether goodwill is impaired requires an estimation of the value
in use of the CGU to which goodwill has been allocated. The value in use
calculation requires the group to estimate the future cash flows expected to
arise from the CGU and a suitable discount rate in order to calculate the
present value. The carrying amount of goodwill at the end of the reporting
period was £1,286,228 after an impairment loss of £4,702,649 was recognised
during 2025.
Management estimates discount rates using pre-tax rate that reflects the
current market assessment of the time value of money and the specific risks
associated with the asset for which the future cash flow estimates have not
been adjusted. The rate used to discount the forecast cash flows are based
upon the CGU's weighted average cost of capital (WACC). The WACC for the
Crypto Asset Brokerage CGU was 16.0% (2024:14%), based on a WACC used by a
listed business for a similar business model.
The group prepared cash flow forecasts derived from the most recent financial
budgets approved by management for the next five years. For the purpose of the
value in use calculation the management forecasts were extrapolated into
perpetuity using a growth rate of 2.0%, representing the expected long-run
rate of inflation in the UK. The forecasts assume growth rates in acquisitions
which in turn drive the forecast collections and cost figures.
4.2 Share options
The Group issues equity-settled share-based payment awards to employees and
directors. Determining the appropriate fair value of these awards at the grant
date requires management to make critical judgements about the selection of
valuation methodology, particularly when awards contain market-based
performance conditions.
For awards with market-based vesting conditions, management determined that a
Monte Carlo simulation model was the most appropriate valuation technique due
to the need to model share price volatility and the probability of meeting
market-based performance hurdles. For awards without market-based conditions,
management applied the Black-Scholes option pricing model, which is considered
to reflect the fair value of standard share option arrangements.
The identification of these models represents a critical judgement because
alternative models could produce materially different valuations and therefore
different expense recognition profiles.
The valuation of equity-settled share-based payments requires management to
estimate several inputs that involve inherent uncertainty. The following key
assumptions were applied in the current year:
· Expected employee churn rate - 30%
Estimated based on historical employee turnover and expectations of the
proportion of awards that will lapse before vesting.
· Risk-free interest rate - 4%
Determined using yields on government bonds with maturities aligned to the
expected life of the options.
· Dividend yield - 0%
The Group does not currently pay dividends, therefore a dividend yield of 0%
was assumed.
· Expected volatility - derived from the Group's own share price
trading history
Volatility was estimated using daily share price returns over a period
consistent with the expected life of the awards. This assumption is
particularly sensitive because volatility directly affects the calculated fair
value under both the Monte Carlo and Black-Scholes models.
· Expected life of options
Estimated using historic exercise patterns (if available), vesting profiles
and expected employee behaviour.
These assumptions represent significant estimation uncertainty because they
rely on forecasts of future employee behaviour and market conditions, and
small changes in these inputs can materially affect the fair value of the
options.
5. Operating Profit
Operating profit or loss is stated after charging/crediting:
Group
2025 2024
£ £
Gain on disposal of listed shares - 3,885
(Loss)/Gain on cryptocurrency assets (180,820) 211,824
Total (180,820) 215,709
6. Auditors Remuneration
Group
2025 2024
£ £
Fees payable for the audit of the financial statements 161,285 111,156
161,285 111,156
7. Interest Payable And Similar Expenses
Group
2025 2024
£ £
Interest on lease liability 1,818 2,811
1,818 2,811
8. Employees And Directors
The average monthly number of persons employed by the group during the year
was as follows:
Group
2025 2024
Directors 5 8
Employees 11 8
The aggregate payroll costs
incurred during the year, relating Group
to the above, were: 2025 2024
£ £
Directors 122,918 276,447
Employees 585,032 786,255
9. Taxation
The group's taxation charge or credit is the composite of:
1. Corporation tax credit arising on losses in the financial
year; and
2. Deferred taxation arising on temporary and permanent timing
differences and losses carried forward, to the extent that the group believes
these to be recoverable from future taxable profits.
Major components of tax expense Group
2025 2024
Current tax £ £
Tax expense 14,576 -
Deferred tax - 15,629
10. Tangible Assets - Right-Of-Use Assets
Right-of-use Computer Fixtures & Total
asset equipment Fittings
Cost £ £ £ £
As at 1 July 2024 190,650 27,335 5,489 223,474
Additions / (Disposals) - 579 - 579
Balance as at 30 June 2025 190,650 27,914 5,489 224,053
Depreciation
As at 1 July 2024 135,044 15,024 2,617 152,685
Charge for the period 31,775 4,594 823 37,192
At 30 June 2025 166,819 19,618 3,440 189,877
Net book value
At 30 June 2024 55,606 12,311 2,872 70,789
At 30 June 2025 23,831 8,296 2,049 34,176
11. Lease liability
Group
2025 2024
£ £
Brought forward 60,512 93,701
Interest expense 1,818 2,811
Payments (36,000) (36,000)
At the end of the year 26,330 60,512
Current 26,330 34,184
Non-current - 26,328
12. Tangible Assets - Investments
Group
2025 2024
£ £
Brought forward 1,987 16,512
Disposals - (14,525)
Transfer from financial assets - -
Revaluations - -
As at the end of the year 1,987 1,987
13. Intangible Assets - Cryptoassets Held for Investment
Group
2025 2024
£ £
Cryptoassets
Brought forward 747,893 1,221,451
Additions 2,092,575 2,821,312
Cryptoassets clawed back 419,755
Disposals (2,345,279) (3,506,694)
(Loss)/Gain on sale of cryptoassets (182,622) 211,824
As at the end of the year 732,322 747,893
14. Intangibles - Other Intangibles
Group
2025 2024
£ £
Brought forward 1,309,844 1,234,389
Additions 738,841 729,685
Amortisation (654,361) (654,230)
As at the end of the year 1,394,324 1,309,844
Group
2025 2024
Goodwill £ £
Brought forward 5,988,877 21,850,947
Impairment (4,702,649) (15,862,070)
Net book value 1,286,228 5,988,877
15. Trade And Other Receivables
Group
2025 2024
£ £
Prepayments 333,955 219,002
Other debtors 263,570 159,583
As at the end of the year 597,525 378,585
16. Cash And Cash Equivalents
Group
2025 2024
£ £
Cash at bank 810,729 565,281
17. Trade Payables
Group
2025 2024
Trade payables £ £
Trade creditors 547,246 383,008
As at the end of the year 547,246 383,008
18. Related Party Transactions
All related party transactions have been conducted at arm's length.
Key management personnel remuneration Remuneration paid to Directors is shown
in Note 8 "Employees and Directors".
Share capital and options In February 2025, Arsen Torosian, CEO, and Peter
Wall, then Chair, each subscribed for 2,500,000 shares at 2p per share as part
of a placing to raise £1 million.
During the year, share options were issued to Directors and employees as
disclosed in Note 21 "Share Options and Share Warrants".
Director's loan account The Group maintains a loan account with Arsen
Torosian. The movements on this account during the year are detailed below:
Director's loan account Group
2025 2024
£ £
Brought forward 900,109 679,451
Transactions during the year 142,211 220,658
As at the end of the year 1,042,320 900,109
During the year, Director's loan account has been reclassified from current to
non-current liabilities.
19. Loss Per Share
The calculation of basic loss per share attributable to owners of the parent
company is based on the loss for the year of £1,710,962 (2024: £18,310,593)
and the weighted average number of ordinary shares of 743,409,624 (2024:
693,409,624) in issue during the year.
The effect of all potential ordinary shares are anti-dilutive for the year
ended 30 June 2025 and 2024.
20. Subsidiary Undertakings
The parent company holds the share capital of the following companies:
Subsidiary Country of registration / incorporation Class Shares Held %
Tap Global Ltd Gibraltar Ordinary 100
Tap Technologies Limited Gibraltar Ordinary 100
Tap Americas LLC United States of America Ordinary 100
Tap Greece Single Member P.C. Greece Ordinary 100
21. Share Options and Share Warrants
Share Options
The Parent company grants share options to employees as part of the
remuneration of key management personnel and directors to enable them to
purchase ordinary shares in the Parent company. On 15 November 2024 60,000,000
options were awarded to the management team with an additional 28,950,000
options issued on 18 February 2025 to various employees of the Company.
Name of grantee Expiry date Exercise price Outstanding as at 30 June 2024 Granted / (lapsed) during the year Outstanding as at 30 June 2025
£
Peter Wall 14 November 2034 0.025 - 30,000,000 30,000,000
Arsen Torosian 17 November 2034 0.025 - 20,000,000 20,000,000
John Taylor 17 November 2034 0.025 - 10,000,000 10,000,000
Various Employees 17 February 2035 0.03 - 28,950,000 28,950,000
- 88,950,000 88,950,000
Share Warrants
The group has 39,444,445 share warrants with each warrant giving the holder
the right to subscribe for one ordinary share in the group at a price of
£0.08 per share and will expire on 10 January 2026.
Furthermore, the group has an additional 1,000,000 share warrants with each
warrant giving the holder the right to subscribe for one ordinary share in the
group at a price of £0.045 per share and will expire on 10 January 2028.
Name of grantee Expiry date Exercise price Outstanding as at 30 June 2024 Granted / (lapsed) during the year Outstanding as at 30 June 2025
Oliver Wu 9 January 2026 GBP0.08 34,444,445 - 34,444,445
& Eric Xu
John Taylor 9 January 2028 GBP0.045 1,000,000 - 1,000,000
Riverfort Global Capital Ltd 9 January 2026 GBP0.08 5,000,000 - 5,000,000
40,444,445 - 40,444,445
22. Called Up Share Capital
2025 2024
COMPANY AND GROUP No. £ No. £
Ordinary shares of £0.001 each 743,409,624 743,410 693,409,624 693,410
Deferred shares of £0.099 each 15,455,115 1,530,056 15,455,115 1,530,056
758,864,739 2,273,466 708,864,739 2,223,466
23. Fair value measurements
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. The following disclosures of fair value measurements
use a fair value hierarchy that categorises into three levels the inputs to
valuation techniques used to measure fair value:
Level 1 inputs: quoted prices (unadjusted) in active markets for identical
assets or liabilities that the Group can access at the measurement date.
Level 2 inputs: inputs other than quoted prices included within level 1 that
are observable for the asset or liability, either directly or indirectly.
Level 3 inputs: unobservable inputs for the asset or liability.
The group's policy is to recognise transfers into and transfers out of any of
the three levels as of the date of the event or change in circumstances that
caused the transfer.
Disclosures of level in fair value hierarchy:
Fair value measurements using: Total
Description Level 1 Level 2 Level 3 2025
£ £ £ £
Recurring fair value measurements:
Investments at fair value through profit or loss - - 1,987 1,987
Listed securities - - - -
Fair value measurements using: Total
Description Level 1 Level 2 Level 3 2024
£ £ £ £
Recurring fair value measurements:
Investments at fair value through profit or loss - - 1,987 1,987
Listed securities - - - -
24. Events After the End Of The Reporting Period
(i) Regulatory Settlement
On 6 October 2025, Tap Global Limited entered into a settlement agreement with
the Gibraltar Financial Services Commission ("GFSC") relating to historical
compliance deficiencies identified within the Group's Gibraltar-regulated
subsidiary. The GFSC determined that certain internal procedures relating to
the handling of Suspicious Activity Reports had not been followed during the
period April 2023 to June 2024.
As the compliance issues giving rise to the settlement existed prior to 30
June 2025, the settlement represents an adjusting event after the reporting
period in accordance with IAS 10 Events After the Reporting Period.
A financial penalty of £150,000 was agreed under the settlement. The
financial statements for the year ended 30 June 2025 have been adjusted to
recognise a provision for this amount within provisions in accordance with IAS
37 Provisions, Contingent Liabilities and Contingent Assets.
(ii) Settlement of Contract Dispute
At 30 June 2025 the Group was involved in a contractual dispute relating to
the early termination of a services agreement. In December 2025, the parties
reached a settlement under which the Group received £250,000, of which
£30,000 has been recognised as income in 2025.
Tap Global Group Plc
Parent Company Statement of Financial Position
For the year ended 30 June 2025
2025 2024
Notes £ £
Fixed assets
Investments 6 1,987 1,987
Investments in subsidiaries 6 2,494,657 2,511,403
2,496,644 2,513,390
Current assets
Debtors 7 124,789 259,711
Cash and cash equivalents 268,389 53,647
393,178 313,358
Creditors: amounts falling due within one year 8 807,561 103,342
Net current (liabilities)/ assets (414,383) 210,016
Total assets less current liabilities 2,082,261 2,723,406
Director's loan 270,659 270,659
Net assets 1,811,602 2,452,747
Capital and reserves
Called up share capital 10 2,273,466 2,223,466
Share premium 28,587,459 27,685,458
Option & warrant reserve 492,715 374,898
Capital reserves (4,500,000) (4,500,000)
Profit & loss accounts (25,042,038) (23,331,075)
Shareholders' funds 1,811,602 2,452,747
The Parent Company financial statements were approved and authorised for issue
by the Board and were signed on its behalf by:
Arsen Torosian
Group CEO
Date: 31 December 2025
The notes form part of these Parent Company financial statements
Tap Global Group Plc
Parent Company Statement of Changes in Equity
For the year ended 30 June 2025
Called up Share Capital Share Premium Option & Warrant Reserve Capital Reserves Profit and Loss Account Total
£ £ £ £ £ £
As at 1 July 2024 2,223,466 27,685,458 374,898 (4,500,000) (23,331,075) 2,452,747
Total comprehensive loss for the year - - - - (1,710,962) (1,710,962)
Share issue 50,000 902,000 - - - 952,000
Option & warrant expense - - 117,817 - - 117,817
As at 30 June 2025 2,273,466 28,587,458 492,715 (4,500,000) (25,042,037) 1,811,602
Called up Share Capital Share Premium Option & Warrant Reserve Capital Reserves Profit and Loss Account Total
£ £ £ £ £ £
As at 1 July 2023 2,223,466 27,685,458 374,898 (4,500,000) (5,020,482) 20,763,340
Total comprehensive loss for the year - - - - (18,310,593) (18,310,593)
As at 30 June 2024 2,223,466 27,685,458 374,898 (4,500,000) (23,331,075) 2,452,747
The following describes the nature and purpose of each reserve within owners'
equity:
Reserve Description and purpose
Called Up Share Capital This represents the nominal value of shares issued.
Share Premium Amount subscribed for share capital in excess of nominal value.
Profit & Loss Account Cumulative net gains and losses recognised in the statement of comprehensive
income.
Other Reserve Cumulative fair value of options granted
The notes form part of these Parent Company financial statements
Tap Global Group Plc
Parent Company Statement of Cash Flows
For the year ended 30 June 2025
2025 2024
£ £
Cash flows from operating activities
Loss after taxation for the financial year (1,710,962) (18,310,593)
Adjustments for:
Impairment of subsidiary 359,692 17,760,371
Intercompany debt write-off 724,236 -
Share option charge 82,173 -
Fair value adjustment of listed shares - (3,885)
Loss on derecognition of deferred tax assets - 12,517
Loss / (profit) on disposal of investments - -
Changes in:
Trade and other debtors (589,313) (246,715)
Trade and other creditors 704,218 7,243
Net cash used in operating activities (429,956) (781,062)
Cash flows from investing activities
Proceeds from sale of investments - 18,410
Investments in subsidiaries (307,302) (21,774)
Net cash used in investing activities (307,302) (3,364)
Cash flows from financing activities
Director's loan - 270,659
Share issue 952,000 -
Net cash used in financing activities 952,000 270,659
Increase / (Decrease) in cash and cash equivalents 214,742 (513,767)
Cash and cash equivalents at beginning of the year 53,647 567,414
Cash and cash equivalents at the end of the year 268,389 53,647
The notes form part of these Parent Company financial statements.
Tap Global Group Plc
Notes to the Parent Company Financial Statements
For the year ended 30 June 2025
1. General information
The Parent Company is a public company limited by shares, registered in
England and Wales. The address of the registered office is Huckletree, Level
2, 8 Bishopsgate, London, EC2N 4BQ, United Kingdom
2. Statement of compliance
The Parent Company financial statements of Tap Global Group Plc have been
prepared in compliance with United Kingdom Accounting Standards, including
Financial Reporting Standard 102, "The Financial Reporting Standard applicable
in the United Kingdom and the Republic of Ireland" ("FRS 102") and the
Companies Act 2006.
3. Summary of significant accounting policies
The significant accounting policies applied in the preparation of these Parent
Company financial statements are set out below. These policies have been
consistently applied to all years presented unless otherwise stated.
Basis of preparation
The Parent Company financial statements have been prepared on the historical
cost basis, as modified by the revaluation of certain financial assets and
liabilities and investment properties measured at fair value through profit or
loss.
The Parent Company financial statements are prepared in sterling, which is the
functional currency of the entity.
Going Concern
The Parent Company made a loss for the year of £1,710,962 (2024:
£18,310,593) and has net asset position of £1,811,602 (2024: £2,452,747).
The directors continue to adopt the going concern basis of accounting in
preparing the Parent Company financial statements.
The directors believe it is appropriate to prepare the Parent Company
financial statements on a going concern basis as the Parent Company will have
sufficient funds to finance its operations for the next 15 months from the
approval of these Parent Company financial statements.
Judgements and key sources of estimation uncertainty
The preparation of the Parent Company financial statements requires management
to make judgements, estimates and assumptions that affect the amounts
reported. These estimates and judgements are continually reviewed and are
based on experience and other factors, including expectations of future events
that are believed to be reasonable under the circumstances.
Significant judgements
The are no judgements (apart from those involving estimations) that management
has made in the process of applying the entity's accounting policies and that
have a significant effect on the amounts recognised in the Parent Company
financial statements.
Key sources of estimation uncertainty
Accounting estimates and assumptions are made concerning the future and, by
their nature, will rarely equal the related actual outcome. There are no key
assumptions and other sources of estimation uncertainty that have a
significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year.
Investments
Fixed asset investments are initially recorded at cost, and subsequently
stated at cost less any accumulated impairment losses.
Listed investments are measured at fair value with changes in fair value being
recognised in profit or loss.
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date,
with the recoverable amount being estimated where such indicators exist. Where
the carrying value exceeds the recoverable amount, the asset is impaired
accordingly. Prior impairments are also reviewed for possible reversal at each
reporting date.
For the purposes of impairment testing, when it is not possible to estimate
the recoverable amount of an individual asset, an estimate is made of the
recoverable amount of the cash-generating unit to which the asset belongs. The
cash-generating unit is the smallest identifiable group of assets that
includes the asset and generates cash inflows that largely independent of the
cash inflows from other assets or groups of assets.
For impairment testing of goodwill, the goodwill acquired in a business
combination is, from the acquisition date, allocated to each of the
cash-generating units that are expected to benefit from the synergies of the
combination, irrespective of whether other assets or liabilities of the Parent
Company are assigned to those units.
Financial instruments
A financial asset or a financial liability is recognised only when the Parent
Company becomes a party to the contractual provisions of the instrument.
Basic financial instruments are initially recognised at the transaction price,
unless the arrangement constitutes a financing transaction, where it is
recognised at the present value of the future payments discounted at a market
rate of interest for a similar debt instrument.
Debt instruments are subsequently measured at amortised cost.
Where investments in non-convertible preference shares and non-puttable
ordinary shares or preference shares are publicly traded or their fair value
can otherwise be measured reliably, the investment is subsequently measured at
fair value with changes in fair value recognised in profit or loss. All other
such investments are subsequently measured at cost less impairment.
Other financial instruments, including derivatives, are initially recognised
at fair value, unless payment for an asset is deferred beyond normal business
terms or financed at a rate of interest that is not a market rate, in which
case the asset is measured at the present value of the future payments
discounted at a market rate of interest for a similar debt instrument.
Other financial instruments are subsequently measured at fair value, with any
changes recognised in profit or loss, with the exception of hedging
instruments in a designated hedging relationship.
Financial assets that are measured at cost or amortised cost are reviewed for
objective evidence of impairment at the end of each reporting date. If there
is objective evidence of impairment, an impairment loss is recognised in
profit or loss immediately.
For all equity instruments regardless of significance, and other financial
assets that are individually significant, these are assessed individually for
impairment. Other financial assets are either assessed individually or grouped
on the basis of similar credit risk characteristics.
Any reversals of impairment are recognised in profit or loss immediately, to
the extent that the reversal does not result in a carrying amount of the
financial asset that exceeds what the carrying amount would have been had the
impairment not previously been recognised.
4. Auditors' remuneration
2025 2024
£ £
Fees payable for the audit of the Parent Company financial statements 26,000 30,000
5. Employees and directors
The average monthly number of persons employed by the Parent Company during
the year was as follows:
2025 2024
Directors 3 4
Employees 1 1
The aggregate payroll costs incurred during the year, relating to the above,
were:
2025 2024
£ £
Directors 89,130 250,910
Employees 49,333 50,000
Additional social security costs amounted to an additional £9,948 (2024:
£29,770). Currently all employees and directors are opted-out of a
workplace pension and no pension contributions are made by the Parent Company
on their behalf.
6. Investments
Shares in group undertakings Other investments other than loans Total
£ £ £
Cost
As at 1 July 2024 20,271,774 1,987 20,273,761
Additions / (Disposals) 307,302 - 307,302
Balance at 30 June 2025 20,579,076 1,987 20,581,063
Accumulated impairment
As at 1 July 2024 17,760,371 - 17,760,371
Impairment charge in the period (324,049) - (324,049)
Balance at 30 June 2025 18,084,420 - 18,084,420
Carrying amount
As at 30 June 2024 2,511,403 1,987 2,513,390
As at 30 June 2025 2,494,656 1,987 2,496,643
The Parent Company holds the share capital of the following companies:
Subsidiary Country of registration / incorporation Class Shares Held %
Tap Global Ltd Gibraltar Ordinary 100
Tap Technologies Limited Gibraltar Ordinary 100
Tap Americas LLC United States of America Ordinary 100
Tap Greece Single Member P.C. Greece Ordinary 100
7. Debtors
2025 2024
£ £
Prepayments and accrued income 43,630 50,575
VAT / PAYE liability 81,159 18,664
Amounts owed from group undertakings 190,472
124,789 259,711
£nil (2024: £4) of other debtors represent funds held as a cash balance in a
brokerage account.
8. Creditors falling due within one year
2025 2024
£ £
Trade and other creditors 627,559 58,768
Accruals 125,285 44,574
Amounts owed to group undertakings 54,717
807,561 103,342
9. Called up share capital
2025 2024
COMPANY AND GROUP No. £ No. £
Ordinary shares of £0.001 each 743,409,624 743,410 693,409,624 693,410
Deferred shares of £0.099 each 15,455,115 1,530,056 15,455,115 1,530,056
758,864,739 2,273,466 708,864,739 2,223,466
10. Share options and share warrants
Share Options
The Parent company grants share options to employees as part of the
remuneration of key management personnel and directors to enable them to
purchase ordinary shares in the Parent company. On 15 November 2024 60,000,000
options were awarded to the management team with an additional 28,950,000
options issued on 18 February 2025 to various employees of the Company.
Name of grantee Expiry date Exercise price Outstanding as at 30 June 2024 Granted / (lapsed) during the year Outstanding as at 30 June 2025
£
Peter Wall 14 November 2034 0.025 - 30,000,000 30,000,000
Arsen Torosian 17 November 2034 0.025 - 20,000,000 20,000,000
John Taylor 17 November 2034 0.025 - 10,000,000 10,000,000
Various Employees 17 February 2035 0.03 - 28,950,000 28,950,000
- 88,950,000 88,950,000
Share Warrants
The group has 39,444,445 share warrants with each warrant giving the holder
the right to subscribe for one ordinary share in the group at a price of
£0.08 per share and will expire on 10 January 2026.
Furthermore, the group has an additional 1,000,000 share warrants with each
warrant giving the holder the right to subscribe for one ordinary share in the
group at a price of £0.045 per share and will expire on 10 January 2028.
Name of grantee Expiry date Exercise price Outstanding as at 30 June 2024 Granted / (lapsed) during the year Outstanding as at 30 June 2025
Oliver Wu & Eric Xu 9 January 2026 GBP0.08 34,444,445 - 34,444,445
John Taylor 9 January 2028 GBP0.045 1,000,000 - 1,000,000
Riverfort Global Capital Ltd 9 January 2026 GBP0.08 5,000,000 - 5,000,000
40,444,445 - 40,444,445
Share warrants Share warrants
Share price as at grant date GBP 0.0375 GBP 0.0375
Exercise price GBP 0.045 GBP 0.08
Expected volatility 62.1% 62.1%
Expected life of warrants 5 years 3 years
Risk free rate 4.764% 4.875%
Expected dividend yield 0% 0%
Total estimated fair value of the share options and warrants granted during
the year was £159,413.
11. Events after the end of the reporting period
(i) Regulatory Settlement
On 6 October 2025, Tap Global Limited entered into a settlement agreement with
the Gibraltar Financial Services Commission ("GFSC") relating to historical
compliance deficiencies identified within the Group's Gibraltar-regulated
subsidiary. The GFSC determined that certain internal procedures relating to
the handling of Suspicious Activity Reports had not been followed during the
period April 2023 to June 2024.
As the compliance issues giving rise to the settlement existed prior to 30
June 2025, the settlement represents an adjusting event after the reporting
period in accordance with IAS 10 Events After the Reporting Period.
A financial penalty of £150,000 was agreed under the settlement. The
financial statements for the year ended 30 June 2025 have been adjusted to
recognise a provision for this amount within provisions in accordance with IAS
37 Provisions, Contingent Liabilities and Contingent Assets.
(ii) Settlement of Contract Dispute
At 30 June 2025 the Group was involved in a contractual dispute relating to
the early termination of a services agreement. In December 2025 the parties
reached a settlement under which the Group received £250,000. £30,000 which
is the amount relating to income that would be been earned in 2025 has been
recognised.
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