RNS Number : 1691C
TruFin PLC
26 March 2025
26 March 2025
TruFin plc
("TruFin" or the "Company" or together with its subsidiaries "TruFin Group" or the "Group")
FINAL RESULTS FOR THE 12 MONTHS ENDED 31 DECEMBER 2024
TruFin is pleased to announce its audited results for the 12 months ended 31 December 2024. TruFin's complete annual report and accounts, which set out these results in full detail with accompanying commentary, are now available on TruFin's website: www.Trufin.com/investors.
Financial Highlights
· Gross revenue grew 203% to £55.0m (2023: £18.1m)
· Gross profit margin reduced to 45% (2023: 72%)
· Adjusted EBITDA increased £11.1m to £7.6m, versus a £3.5m loss in 2023
· Adjusted Profit Before Tax ("PBT") increased £7.5m to £0.9m, versus a £6.6m Loss Before Tax ("LBT") in 2023
· Cash and cash equivalents at year end totalled £14.9m (£13.6m unrestricted)
Company Highlights
· Oxygen Finance Limited ("Oxygen") EBITDA increased 81% to £2.3m (2023: £1.3m)
· Satago Financial Solutions Limited ("Satago") saw revenues decline by 35% to £2.5m (2023: £3.8m) after the loss of its contract with a Tier-1 Bank
· Playstack Limited ("Playstack") grew revenue by more than 455% to £44.6m (2023: £8.0m) after releasing two hit games - Balatro and Abiotic Factor. EBITDA increased 2,146% to £11.3m (2023: £0.5m)
Current Trading and Prospects
· Group revenue for the two months ended 28 February 2025 was not less than £14.8m (unaudited), up over 145% on the same period in 2024. Although it is still early in the year, this is an excellent start to 2025
· Oxygen revenue for the two months ended 28 February 2025 was not less than £1.2m (unaudited), up over 21% on the same period in 2024
· Satago has gone live with a new embedded finance solution with a Tier-1 Portuguese Bank
· Playstack, which won Ukie's "Best UK Publisher" award in March 2025, plans to release seven additional titles during 2025
James van den Bergh, TruFin CEO, said:
"A year ago, we highlighted our expectation for a step change in growth and profitability.
Having significantly outperformed market expectations in 2024, including several upgrades to our numbers throughout the year, it is with great pleasure that I can present these exceptional annual results in full. The headline figures speak for themselves. The Group is scaling profitably and will be highly cash generative in years to come due to the high return on invested capital inherent in the subsidiaries.
With Vicki Sloane at the helm, it is very pleasing to be able to report that, yet again, Oxygen grew its client base, revenues and EBITDA during 2024. Oxygen's EBITDA increased 81% in 2024 as we began to feel the benefits from investments made in previous years. Vicki has a clear set of objectives and with more than 85% of the next four years' revenue already contracted, Oxygen's future remains exceptionally bright. The Board expects Oxygen to deliver for shareholders yet again in 2025, with exciting targets for the future.
Despite an outstanding year for the Group as a whole, it was particularly disappointing to report in July that Lloyds Bank had given notice on its contract with Satago. Having signed the initial commercial agreement in 2022, the termination came out of the blue. However, this idiosyncratic issue has not impacted interest in Satago's platform; industry participants are well aware of shifting strategic interests within large organisations. Since the termination, Satago has won a contract with a specialist lender and signed a three-year distribution contract with its longest-standing partner. This contract sets out fees that Satago will receive, with minimum quantities agreed, for delivering software to SMEs in the UK. With a growing pipeline of contracts and a resized cost base, Satago is ready for the future.
TruFin purchased Playstack in 2019, when annual revenues totalled £1.1m. The data on game releases was compelling. The potential to scale was obvious. But as with many investments, shareholder patience was required. That patience was rewarded in 2024. Revenue grew 455% to £44.6m and Playstack delivered its first year of profit (PBT £7.7m) with a growing cash balance.
Having delivered in 2024 the obvious question is: where can Playstack go from here? Playstack is a diversified and profitable business, with a repeatable and scalable business model. Sourcing and publishing PC and console games is partly an art and partly a science. Playstack's artistry combined with the Board's laser-like focus on data and consistent discipline will ensure we build on its 2024 success. We have every reason to believe that the last five years are a signpost for the future.
Specifically, Playstack's games "hit ratio" (games resulting in a positive return on external development costs) remains above 90%, with initial pre-launch data for the next seven games due for release giving us confidence that we will maintain this ratio during 2025 and beyond.
As our revenue and profitability continue to grow, there has been considerable board discussion regarding current and future excess capital. TruFin will continue to allocate capital in the best interests of our shareholders - investing in its subsidiaries, making targeted acquisitions, and exploring other ways to maximise shareholder returns as we work towards scaling our profits. I would like to thank our shareholders for their ongoing support and look forward to providing further updates during the year."
Enquiries:
TruFin plcJames van den Bergh, Chief Executive Officer Kam Bansil, Investor Relations
0203 743 1340 07779 229508
Panmure Liberum Limited(Nominated Adviser and Corporate broker)Chris Clarke Edward Thomas
0203 100 2000
About TruFin plc:
TruFin plc is the holding company of an operating group comprising three growth-focused technology businesses operating in niche markets: early payment provision, invoice finance and games publishing. The Company was admitted to AIM in February 2018 and trades under the ticker symbol: TRU. More information is available on the Company website: www.TruFin.com.
Chair's Statement
It was not an easy year in which to thrive. Following the change of UK government in July 2024, the modest GDP growth in the first half of the year proved short-lived, with the economy contracting for most of the second half. Other indicators also highlighted sluggish economic activity. Meanwhile, fears over the impact of an increased national living wage, greater taxation in the form of higher employers' National Insurance Contributions (NICs) and uncertainty over future tax rises stymied investment decisions across the UK. Despite initial US stock market euphoria, it was increasingly clear that President Trump's reign would increase uncertainty.
Despite this difficult background, TruFin delivered a phenomenal financial performance during 2024 and is exceptionally well-positioned for the year ahead.
Thanks to a banner year at Playstack, the Group grew revenues by 203%. Playstack itself increased revenues by 455% after a number of highly successful game launches. Meanwhile, Oxygen once again contributed to the top and bottom lines, highlighting the incredible visibility of the business. I was particularly pleased that the transition to new leadership for Oxygen was seamless, with Vicki Sloane taking over as CEO. Crucially, Satago took the difficult decision to significantly realign its cost base after losing its Tier-1 Bank contract, giving it a platform from which to rebuild during 2025.
As a result of these great performances from our three subsidiaries, the Group significantly outperformed internal and market expectations (as set out at the start of 2024) which led to us recording our first full year of profit - a year earlier than anticipated. PBT and EBITDA also significantly exceeded expectations, and the cash balance at year end also beat predictions. These achievements are a testament to the skill and rapid decision- making of our people and their exceptional vision.
Underpinning these superb results are the investments the Group has made over recent years. Playstack's standout game launches this year - Balatro and Abiotic Factor - were part of a pipeline developing over 24 months. The oversubscribed fundraise in June 2023 and subsequent investment by the Group were crucial to their development and success. It is particularly pleasing to reward shareholders' faith in the Group by showcasing the value that their investment has generated.
Over the past three years, the Group has strategically focused on diversifying its revenue streams, shifting away from lending revenue towards recurring revenue and other licence-based income. This strategy has proven highly successful. As a result, more than 98% of the Group's revenue now comes from recurring revenue sources and game royalties - nearly double the proportion recorded three years ago.
2024 marked TruFin's maturation: moving from loss to profit and generating cash for the first time. We have therefore entered 2025 with great optimism and clear goals. While recent global events warrant some caution, our diversified revenue base - with over 80% of our income derived from international sources - has reduced our exposure to potential fiscal challenges in the UK.
With Playstack firing on all cylinders, Oxygen delivering with metronomic consistency, and Satago reset for future growth, we have never been more confident in the Group's ability to deliver significant shareholder value.
As always, I would like to thank all our staff for their commitment and hard work, and our shareholders for their faith in us and continued support.
Steve Baldwin
Chair
CEO's Review
Pinpointing the precise moment when a business transitions from loss-making to profit-generating can be challenging, as numerous dynamic factors are at play. Navigating this shift requires careful consideration of working capital assumptions and investment decisions. Crucially, this must be approached with a balanced focus-not only on short-term optimisation but also on the strategic investments essential for securing long-term success.
As such, I am delighted that in 2024 we achieved our first full year of profitability whilst investing significantly in the future. No compromises were made. This was made possible by the successful £7.6m fundraising in June 2023, which was strongly supported by our shareholders. The proceeds enabled us to invest in our three businesses, exceed expectations, and expand our pipeline of opportunities.
I am delighted to have fulfilled our two core commitments: first, achieving full-year profitability, and second, reaching this milestone without requiring additional shareholder capital. With a £14.9m cash balance at year-end, we face the future on a very secure footing.
2024 Group performance
Group revenue increased 203% year-on-year to £55.0m. Of this, 98% came from recurring software sales, game revenues and licensing fees, evidencing the continued success of TruFin's strategic pivot away from lending and also to more international revenue streams.
Key growth drivers during the period included an impressive 455% revenue increase at Playstack. This incredible achievement was driven by two standout game launches: Balatro and Abiotic Factor. With seven games due out in 2025, Playstack is in a very enviable position.
In March 2024, TruFin first announced that it was due to complete a sale of IP and assets relating to Playstack's augmented reality and gamification AdTech platform "Interact" to VCI Global Ltd ("VCI"). I am disappointed to say that despite numerous efforts to engage with VCI, there has been no response, such that we have terminated the transaction and retain our right to seek reimbursement for costs incurred.
Meanwhile Oxygen's core Early Payment business grew by 28% year-on-year, generating 72% of the subsidiary's total revenue. It is a proud moment to see the team deliver yet again, despite a mid-year management change. It is years like this where the resilience of the business model shines through.
It may be surprising to hear that I am also proud of Satago's performance. During 2024 the team faced the totally unexpected loss of their five-year contract with a Tier-1 Bank. Consequently, they had the very difficult task of realigning the cost base, more than halving the workforce. At the same time they kept the business running and the pipeline expanding.
Anyone can look like a hero when a business is growing; however, it is the hard decisions taken and executed when a business faces difficulty that count. Having tackled adversity, Satago is now positioned to deliver on its potential over the coming years.
At year-end the Group had a cash balance of £14.9m (including cash of £1.3m in Satago, which is not 100% owned). As such, unrestricted cash was £13.6m.
Current trading and prospects
TruFin has made an excellent start to 2025, with Group revenues for January and February expected to be not less than £14.8m - a 145% increase over the same period in 2024. It is important to note that Playstack's Balatro release contributed significantly to 2024 revenues, making this year's continued growth particularly gratifying.
As we have repeatedly said, profitable growth and value crystallisation are integral to TruFin's purpose and vision. Following the outstanding 2024 and strong performance in early 2025, the Group's vision is becoming realised.
Outlook
With 2024 marking the first year of profitability, 2025 is set to be the year of improving profitability and ensuring our subsidiaries are match fit for the next period of value crystallisation.
At Group level we are full of confidence. All our businesses are fully funded and we have a clear track record of assisting our subsidiaries move from loss to profit.
Market-leader Oxygen is focused on continually delivering exceptional service to its large and growing customer base. It is particularly pleasing to see 2023's significant investments in technology and people bear fruit. Given the significant investment required to scale an Early Payment business, it is not surprising that Oxygen does not currently have any significant competitors. However, the team stands ready and, should another horse enter the race, we are confident that Oxygen will, yet again, outpace it.
Satago is looking forward to working with more innovative and forward-thinking partners as it capitalises on platform upgrades made during the Tier-1 Bank's integration. Its Embedded Finance subscription services are proving popular, and we look forward to updating shareholders with news on new partners in the coming months.
Finally, following Playstack's first full year of profitability in 2024, a second consecutive year of profitability in 2025 will prove that it was far from a one-off. Rather, it heralds a period of exceptional yet disciplined growth for Playstack.
The key will be remaining focused on the data, hit ratios, returns on invested capital and internal rates of return. Unglamorous it may be, but it is data - alongside exceptional talent - that makes Playstack stand out from the pack. We are only just beginning to see where Playstack can go.
TruFin has earned a reputation for doing what it says it will do, even when that is difficult. We have built lasting relationships with our customers and partners and deliver services tailored to their needs. If we continue to do so we will inevitably deliver further shareholder value - our ultimate goal.
There has been much Board discussion about excess capital - a luxury not previously enjoyed. TruFin will continue to allocate capital efficiently and invest in its subsidiaries, including potentially making targeted acquisitions focused on meeting our core goals of scaling profitability and maximising long-term value for shareholders.
Once again, on behalf of the Board, our staff, partners and stakeholders I would like to extend my thanks to our shareholders for their continued support.
2024 was the start of a new chapter of profitability for TruFin. I am looking forward to building on the strong foundations now in place.
James van den Bergh
Chief Executive Officer
OXYGEN REVIEW
2024 performance
Following a significant investment in talent and technology in 2023 to hasten acceleration, Oxygen delivered revenues of £7.7m in 2024, up 25% (2023: £6.2m). Driven by record growth in both Early Payment and SaaS divisions, this growth has allowed Oxygen to deliver our first-ever Profit Before Tax and more than double the dividend payment to the Group to £1.3m (2023: £0.5m).
Oxygen has continued to strengthen its dominant position in the local government market, securing new clients and increasing revenue from its existing client base. The combined trade-spend of Oxygen's Early Payment Programme clients increased by £1.9bn, reaching a new high of £28.7bn.
At the end of 2024, the average Early Payment Programme client tenure - a key indicator of customer loyalty and Oxygen's contract renewal success - had reached 7.6 years (2023: 7.1 years), further strengthening Oxygen's recurring revenue streams.
In 2024, Early Payment Programme clients committed over £1.6bn in spending to more than 5,600 suppliers (2023: £1.3bn). New spend added during 2024 hit a high of £529m (2023: £385m), with the growth rate more than doubling to 37%.
Oxygen's Insights business has also continued to thrive in a competitive market, with revenues up 27% in 2024. Nearly 1,000 organisations now subscribe to our SaaS products, spanning both the private and public sectors.
The business continues to generate substantial social value through our FreePay programmes. In 2024, 19,000 small businesses within Oxygen clients' local communities received £750m in early payments (2023: £600m) - entirely free of charge to the supplier. Similarly, our Carbon Reporting tool continues to support local authorities in reducing supply chain emissions, helping them meet their Net Zero commitments.
Current trading and prospects
The strong fundamentals and operational gearing of our business give us confidence that double-digit growth in our recurring revenue streams and profit will continue. With more than 82% of the next five years' EP revenues already contracted, we are well placed to achieve this.
Ongoing fiscal constraints make Oxygen's Early Payment programmes an appealing option for local authorities to make savings, and a popular alternative to traditional funding for suppliers. As a result, interest in our Early Payment programmes remains strong.
The publication of 18-month procurement pipelines mandated by The Procurement Act 2023 is likely to increase competition for public contracts, making our SaaS Insights' Pre-Procurement intelligence product indispensable as traditional advantages from close procurement team relationships diminish. We have also started to realise synergies from our acquisition of BidStats in November 2023 and expect these cross-selling opportunities to continue in 2025.
By focusing on our core business and leveraging strategic partnerships to unlock new revenue streams, we expect to continue to achieve excellent returns in 2025 and beyond.
SATAGO REVIEW
2024 performance
After a turbulent year, Satago has stabilised and is now focused on commercialising its award-winning platform.
In the second half of 2024, the company underwent significant cost-cutting and rebalancing efforts following the unexpected termination of its primary contract for its scalable Lending as a Service ("LaaS") platform.
As previously announced, revenue for 2024 decreased 35% to £2.5m (2023: £3.8m) due to the termination of its primary LaaS partner contract.
With a renewed focus on its core proposition, Satago has already signed its first UK banking partner of 2025 and successfully launched its embedded invoice finance solution in Portugal with a Tier-1 Bank. With a highly focused cost base, 2025 is set to be a year of stability.
A key strategic focus is to commercialise its existing award-winning platform through its two main solutions: cashflow management and core LaaS. The cashflow management proposition is distributed via strategic partners. Satago has recently agreed a new three-year agreement with their key distribution partner. This is a multi-million- pound agreement and reinforces the excellent relationship Satago has with its core partners.
Additionally, SMEs in the UK can access the platform directly or through their accountants. Revenue from the subscription channel has grown 25% year-over-year, number of active users has also increased by 63% in the 12 months to the year ending 2024. SMEs continue to utilise the
platform's core credit control tool, with over £1.5bn of invoices chased in 2024. Use of Satago's credit control tools typically results in invoices being paid up to 72% faster.
Satago's streamlined strategy allows it to achieve break-even by June 2026.
Current trading and prospects
The LaaS model continues to gain traction. Following the successful launch of a partnership with Distribution Finance Capital plc ("DF Capital") earlier this year, Satago has launched its embedded invoice finance solution in Portugal with a leading Tier-1 Bank.
Satago's platform allows banks and specialist lenders to offer their customers a fully digitised, cost-efficient working capital solution. Whilst also providing the lender with a unique distribution model to new customers, through Satago's embedded offering. Satago integrates directly with platforms that create or process invoices. This reduces barriers to entry for banks, specialist lenders, and credit funds historically deterred by significant operational costs.
TruFin is fully supportive of Satago's refined strategy and is very pleased to welcome industry veteran John Wilde as a Board Adviser.
PLAYSTACK REVIEW
2024 performance
2024 was an outstanding year for Playstack, culminating in winning UK Publisher of the Year at the UKIE Awards following three critically and commercially successful releases that cement its industry-leading position.
Having begun 2024 on a foundation of sustainable growth and execution, Playstack focused the year on implementing go-to-market strategies for each of its new titles, maximising the performance of its existing catalogue, establishing new commercial partnerships, and extending the pipeline for 2025 and beyond.
Underpinned by three well-executed releases, Playstack grew its full-year Profit Before Tax to £7.7m with each new title achieving "Very Positive" or "Overwhelmingly Positive" ratings on the Steam storefront, whilst earning accolades and awards from across the industry. These included two significant wins for Balatro at the Golden Joystick Awards and three at The Game Awards. Balatro was also nominated in four categories at the BAFTA Games Awards, to be held in April 2025.
Playstack's publishing team launched Balatro as a single-purchase game across PC, Xbox, PlayStation, Nintendo Switch, iPhone and Android platforms to incredible success - accumulating over five-million unit sales in the year. Additionally it introduced the game as part of the Apple Arcade subscription service. The game was awarded Best Game on Apple Arcade in 2024, and frequently features as the service's number one game in the UK, US and across the world.
Playstack also launched The Rise of the Golden Idol on PC and console, and in partnership with Netflix for mobile platforms.
Additionally Playstack released Abiotic Factor as part of Steam Early Access. Once launched the game was updated regularly to introduce new content and gameplay requested from the burgeoning player community. Abiotic Factor exceeded every one of its target performance metrics, achieving its full-year revenue forecast within two weeks of launch, and securing platform partnerships with Sony PlayStation Plus and Microsoft Game Pass to align with its console release later in 2025.
Current trading and prospects
Playstack's game acquisition strategy of selecting innovative games from inspired developers, building support around each project and studio, and delivering their games using comprehensive and engaging marketing campaigns that drive audience growth has continued to bear fruit. The full 2025 line-up and well over half the games set for release in 2026 are already fully contracted.
Playstack's publishing portfolio remains central to its strategy. Regular planned updates to existing games include four downloadable content updates for The Rise of the Golden Idol, three content updates for Abiotic Factor, a major gameplay update for Balatro, and at least seven new games for release during the year.
Back-book games remain a key component of future revenue modelling, with a minimum of 70% of 2025 revenues expected to be derived from games introduced to market in prior years.
Playstack has established itself as a leader in the games industry, having successfully navigated well-publicised industry challenges. The company is positioned for stability and growth as the next generation of technology comes to the fore.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Notes
2024 £'000
2023 £'000
Interestincome
3
1,246
1,470
Fee income
3
9,163
9,348
Publishing income
3
44,544
7,313
Gross revenue
3
54,953
18,131
Interest, fee and publishing expenses
(30,320)
(5,027)
Net revenue
24,633
13,104
Staffcosts
5
(12,898)
(12,558)
Other operating expenses
(5,723)
(5,850)
Depreciation & amortisation
7
(5,221)
(1,922)
Net impairment on financial assets
(776)
(109)
Share of loss from associates
-
(4)
Profit/(loss)beforetax
15
(7,339)
Taxation
2, 9
3,632
962
Profit/(loss) from continuing operations
3,647
(6,377)
Loss from discontinued operations
10
-
(963)
Profit/(loss) for the year
3,647
(7,340)
Othercomprehensiveincome
Items that may be reclassified subsequently to profit and loss
Exchangedifferencesontranslatingforeignoperations
(89)
126
Other comprehensive income for the year, net of tax
(89)
126
Totalcomprehensiveprofit/(loss)fortheyear
3,558
(7,214)
Profit/(loss) for the year attributable to the owners of:
TruFin plc
4,840
(6,472)
Non-controllinginterests
(1,193)
(868)
3,647
(7,340)
Total comprehensive profit/(loss) for the year attributable to the owners of:
TruFin plc
4,767
(6,350)
Non-controllinginterests
(1,209)
(864)
3,558
(7,214)
Total comprehensive profit/(loss) for the year attributable to Owners of TruFin plc from
Continuing operations
4,767
(5,190)
Discontinued operations
-
(1,160)
4,767
(6,350)
Earnings per Share
Notes
2024 pence
2023 pence
Basic EPS
22
4.6
(6.5)
Diluted EPS
4.2
(6.5)
Basic EPS from continuing operations
4.6
(5.3)
Diluted EPS from continuing operations
4.2
(5.3)
COMPANY STATEMENT OF COMPREHENSIVE INCOME
Notes
2024 £'000
2023 £'000
Revenue
3
270
1,765
Staffcosts
5
(2,757)
(2,106)
Other operating expenses
(748)
(633)
Depreciation & amortisation
(2)
(2)
Loss before tax
(3,237)
(976)
Taxation
9
-
-
Loss and total comprehensive income for the year
(3,237)
(976)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Notes
Notes
2024 £'000
2023 £'000
Assets
Non-currentassets
Intangibleassets
11
25,865
25,417
Property, plant and equipment
12
309
275
Deferred tax asset
9
3,175
250
Totalnon-currentassets
29,349
25,942
Currentassets
Cash and cash equivalents
14,874
10,140
Loans and advances
14
4,857
7,234
Trade receivables
15
11,147
2,385
Other receivables
15
10,187
4,975
Totalcurrentassets
41,065
24,734
Totalassets
70,414
50,676
Equity and liabilities
Equity
Issued share capital
16
96,425
96,311
Retained earnings
(24,447)
(31,017)
Foreignexchangereserve
(14)
59
Other reserves
(29,830)
(29,798)
Equity attributable to owners of the company
42,134
35,555
Non-controllinginterest
20
1,410
2,385
Totalequity
43,544
37,940
Liabilities
Non-currentliabilities
Borrowings
17
11
1,047
Totalnon-currentliabilities
11
1,047
Currentliabilities
Borrowings
17
4,157
6,157
Trade and other payables
18
22,702
5,532
Totalcurrentliabilities
26,859
11,689
Totalliabilities
26,870
12,736
Total equity and liabilities
70,414
50,676
COMPANY STATEMENT OF FINANCIAL POSITION
Notes
2024 £'000
2023 £'000
Assets
Non-currentassets
Property, plant and equipment
2
2
Investments in subsidiaries
13
30,189
30,189
Amounts owed by group undertakings
58,759
59,089
Totalnon-currentassets
88,950
89,280
Currentassets
Cash and cash equivalents
3,288
4,723
Trade and other receivables
15
65
161
Totalcurrentassets
3,353
4,884
Totalassets
92,303
94,164
Equity and liabilities
Equity
Issued share capital
16
96,425
96,311
Retainedearnings
(9,127)
(6,679)
Other reserves
3,767
3,798
Totalequity
91,065
93,430
Liabilities
Currentliabilities
Trade and other payables
18
1,238
734
Totalcurrentliabilities
1,238
734
Totalliabilities
1,238
734
Total equity and liabilities
92,303
94,164
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share
Retained
Foreign exchange
Other
Non- controlling
Total
capital
earnings
reserve
reserves
Total
interest
equity
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Balance at 1 January 2024
96,311
(31,017)
59
(29,798)
35,555
2,385
37,940
Profit for the year
-
4,840
-
-
4,840
(1,193)
3,647
Other comprehensive income for the year
-
-
(73)
-
(73)
(16)
(89)
Total comprehensive income for the year
-
4,840
(73)
-
4,767
(1,209)
3,558
Issuance of shares
114
(83)
-
(31)
-
-
-
Share-based payment
-
872
-
-
872
-
872
Subsidiary shares issued from debt to
equity conversion
-
941
-
(1)
940
234
1,174
Balance at 31 December 2024
96,425
(24,447)
(14)
(29,830)
42,134
1,410
43,544
Balance at 1 January 2023
85,706
(24,884)
(63)
(26,531)
34,228
5,876
40,104
Loss for the year from continuing operations
-
(5,312)
-
-
(5,312)
(1,065)
(6,377)
Other comprehensive income for the year
-
-
122
-
122
4
126
Loss from discontinued operations
(1,160)
-
-
(1,160)
197
(963)
Totalcomprehensivelossfortheyear
-
(6,472)
122
-
(6,350)
(864)
(7,214)
Issuance of shares
10,605
(427)
-
(3,030)
7,148
-
7,148
Share-based payment
766
-
-
766
-
766
Disposal of subsidiary
-
-
-
-
(2,620)
(2,620)
Purchase of subsidiary shares
-
-
-
(237)
(237)
(7)
(244)
Balance at 31 December 2023
96,311
(31,017)
59
(29,798)
35,555
2,385
37,940
Share capital
Share capital represents the nominal value of equity share capital issued.
Retained earnings
The retained earnings reserve represents cumulative net gains and losses and transactions with owners not recognised elsewhere.
Foreign exchange reserve
The foreign exchange reserve represents exchange differences which arise on consolidation from the translation of the financial statements of foreign subsidiaries.
Other reserves
Other reserves consist of the merger reserve, the share revaluation reserve and shares issued at a discount.
The merger reserve arose as a result of combining businesses that are under common control. As at 31 December 2024 it was a debit balance of £33,358,000 (2023: £33,358,000).
The share revaluation reserve arose from the share cancellation that took place in February 2018. As at 31 December 2024 its balance was £8,966,000 (2023: £8,966,000).
Shares issued at a discount arose from share issuances in 2022, 2023 and 2024. As at 31 December 2024 its balance was £5,199,000 (2023: £5,168,000). See Note 16 for further information.
Non-Controlling Interest
The non-controlling interest relates to the minority interest held in Bandana Media Limited, Playstack OY, Satago Financial Solutions Limited, Satago SPV1 Limited, Satago SPV2 Limited and Satago z.o.o.
COMPANY STATEMENT OF CHANGES IN EQUITY
Share capital
Retained earnings Other reserves
Totalequity
£'000
£'000£'000
£'000
Balance at 1 January 2024
96,311
(6,679)
3,798
93,430
Totalcomprehensivelossfortheyear
-
(3,237)
-
(3,237)
Issuance of shares
114
(83)
(31)
-
Share-based payment
-
872
-
872
Balance at 31 December 2024
96,425
(9,127)
3,767
91,065
Balance at 1 January 2023
85,706
(6,042)
6,828
86,492
Totalcomprehensivelossfortheyear
-
(976)
-
(976)
Issuance of shares
10,605
(427)
(3,030)
7,148
Share-based payment
766
766
Balance at 31 December 2023
96,311
(6,679)
3,798
93,430
CONSOLIDATED STATEMENT OF CASH FLOWS
Notes
2024 £'000
2023 £'000
Cash flows from operating activities
Profit/(loss)beforetax
Continuing operations
15
(7,339)
Discontinued operations
-
(963)
Adjustmentsfor
Depreciation of property, plant and equipment
212
107
Amortisationofintangibleassets
6,336
2,893
Share-based payments
872
766
Finance costs
595
569
Share of loss from associate
-
4
Loss on disposal of fixed assets
13
-
Loss on disposal of subsidiary
-
1,358
Underlying trading profit from discontinued operations
-
(396)
8,043
(3,001)
Working capital adjustments
Movement in loans and advances
2,377
(4,491)
Increase in trade and other receivables
(13,927)
(1,398)
Decrease in trade and other payables
17,085
390
5,535
(5,499)
Taxcreditreceived
690
768
Interest and finance costs
(423)
(416)
Net cash generated from/(used in) operating activities from continuing operations
13,845
(8,148)
Cash flows from investing activities:
Additions to intangible assets
(6,851)
(5,452)
Additions to property, plant and equipment
(28)
(42)
Acquisition of subsidiaries
(8)
(1,421)
Disposal of subsidiary
-
3,147
Cash in subsidiary on disposal
-
(938)
Net cash used in investing activities from continuing operations
(6,887)
(4,706)
Cash flows from financing activities:
Issue of ordinary share capital
-
7,148
Net borrowings
17
(1,999)
5,393
Leasepayments
(197)
(81)
Net cash generated (used in)/from financing activities from continuing operations
(2,196)
12,460
Net increase/(decrease) in cash and cash equivalents from continuing operations
4,762
(394)
Net cash from discontinued operations
-
199
Cash and cash equivalents at beginning of the year
10,140
10,273
Effectofforeignexchangeratechanges
(28)
62
Cash and cash equivalents at end of the year
14,874
10,140
COMPANY STATEMENT OF CASH FLOWS
2024 £'000
2023 £'000
Cash flows from operating activities
Loss before income tax
(3,237)
(976)
Adjustmentsfor:
Depreciation of property, plant and equipment
2
2
Interestincome
(149)
(1,657)
Share-based payments
872
766
Working capital adjustments
(2,512)
(1,865)
Decrease/(increase) in trade and other receivables
146
(22)
Increase/(decrease) in trade and other payables
448
(200)
594
(222)
Interestreceived
155
117
Net cash used in operating activities
(1,763)
(1,970)
Cash flows from investing activities
Intragroup loans cash advanced
(4,298)
(6,156)
Intragroup loans cash received
4,567
3,442
Additions to property, plant and equipment
(2)
-
Net cash generated from/(used in) investing activities
267
(2,714)
Cash flows from financing activities Issue of ordinary share capital
-
7,147
Net cash generated from financing activities
-
7,147
Net (decrease)/increase in cash and cash equivalents
(1,496)
2,463
Cash and cash equivalents at beginning of the year
4,723
2,260
Effectofforeignexchangeratechanges
61
-
Cash and cash equivalents at end of the year
3,288
4,723
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Statutory information
TruFin plc is a Company registered in Jersey and incorporated under Companies (Jersey) Law 1991. The Company's ordinary shares were listed on the Alternative Investment Market of the London Stock Exchange on 21 February 2018. The address of the registered office is 26 New Street, St Helier, Jersey, JE2 3RA.
1. Accounting policies
General information
The TruFin Group (the "Group") is the consolidation of TruFin plc and the companies set out in the "Basis of consolidation" on pages 51-52. The principal activities of the Group are the provision of niche lending, early payment services and game publishing.
The financial statements are presented in Pounds Sterling, which is the currency of the primary economic environment in which the Group operates. Amounts are rounded to the nearest thousand.
Basis of accounting
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS").
Prior to 29 November 2017 and before the incorporation of TruFin plc and TruFin Holdings, the entities named above were under common control and therefore, have been accounted for as a common control transaction -that is a business combination in which all the combining entities or businesses are ultimately controlled by the same company both before and after the combination. IFRS 3 provides no specific guidance on accounting for entities under common control and therefore other relevant standards have been considered. These standards refer to pooling of assets and merger accounting and this is the methodology that has been used to consolidate the Group.
After 29 December 2017, post the reorganisation, the entities constitute a legal group and accordingly the consolidated financial statements have been prepared by applying relevant principles underlying the consolidation procedures of IFRS.
Basis of preparation
The results of the Group companies have been included in the consolidated statement of comprehensive income. Where necessary, adjustments have been made to the underlying financial information of the companies to bring the accounting policies used into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.
The consolidated financial statements contained in this document consolidates the statements of total comprehensive income, statements of financial position, cash flow statements, statements of changes in equity and related notes for each of the companies listed in the "Basis of consolidation" on pages 51-52, which have been prepared in accordance with IFRS.
Non-controlling interests, presented as part of equity, represent the portion of a subsidiary's profit or loss and net assets that is not held by the Group. The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests based on their respective ownership interests.
Basis of consolidation
The consolidated financial statements include all of the companies controlled by the Group, which are as follows:
Entities
Country of incorporation
Registeredaddress
Nature of the business
% voting rights and shares held
26 New Street, St Helier,
TruFin Holdings Limited ("THL")
Jersey
Jersey JE2 3RA
Holding Company
100% of ordinary shares
Satago Financial Solutions Limited
("Satago")(togetherwithSatago
120 Regent Street,
SPV 1, Satago SPV 2 and Satago
London, United Kingdom,
Provision of short term
Poland)("SatagoGroup")
UK
W1B 5FE
finance
75% of ordinary shares
120 Regent Street,
London, United Kingdom,
Provision of short term
Satago SPV 1 Limited ("Satago SPV 1")
UK
W1B 5FE
finance
75% of ordinary shares
120 Regent Street,
London, United Kingdom,
Provision of short term
Satago SPV 2 Limited ("Satago SPV 2")
UK
W1B 5FE
finance
75% of ordinary shares
32-023 Krakow ul. Sw.
Provision of short term
Satagoz.o.o(SatagoPoland)
Poland
Krzyza 19/6 Poland
finance
75% of ordinary shares
1st Floor Enterprise House,
Oxygen Finance Group Limited ("OFGL")
115 Edmund Street,
(together with OFL, BPL and OFAI)
Birmingham, United
("Oxygen")
UK
Kingdom, B3 2HJ
Holding Company
90% of ordinary shares*
1st Floor Enterprise House,
115 Edmund Street,
Birmingham, United
Provision of early
Oxygen Finance Limited ("OFL")
UK
Kingdom, B3 2HJ
paymentservices
90% of ordinary shares*
1st Floor Enterprise House,
115 Edmund Street,
Birmingham, United
Birmingham Procurement Limited ("BPL")
UK
Kingdom, B3 2HJ
Not trading
90% of ordinary shares*
CorporationTrustCenter,
1209 Orange Street, City
of Wilmington, County
of New Castle, Delaware
Provision of early
Oxygen Finance Americas, Inc ("OFAI")
USA
19801, USA
paymentservices
90% of ordinary shares*
120 Regent Street,
London, United Kingdom,
Provision of technology
TruFin Software Limited ("TSL")
UK
W1B 5FE
services
100% of ordinary shares
56a Poland Street,
London, United Kingdom,
Publishing of computer
Playstack Limited ("Playstack")**
UK
W1F 7NN
games
100% of ordinary shares
56a Poland Street,
London, United Kingdom,
Publishing of computer
Bandana Media Limited ("Bandana")**
UK
W1F 7NN
games
72% of ordinary shares
56a Poland Street,
London, United Kingdom,
Business and domestic
PlayIgniteLtd("PlayIgnite")**
UK
W1F 7NN
softwaredeveloper
100% of ordinary shares
Publishing activities in
Kamienna 21, 31-403
the field of computer
Playstack z.o.o ("PS Poland")**
Poland
Krakow,Poland
games
100% of ordinary shares
Publishing activities in
Mikonkatu 17 B, 00100
the field of computer
Playstack OY ("PS Finland")**
Finland
Helsinki, Finland
games
75% of ordinary shares
Developing, publishing
Solbergavägen17,17998
and selling electronic
Playstack AB ("PS Sweden")**
Sweden
Färentuna,Sweden
games
100% of ordinary shares
Gust Delaware, 16192
Coastal Hwy, Lewes,
Publishing of computer
Playstack Inc ("Playstack USA")**
USA
DE 19958
games
100% of ordinary shares
Cogency Global Inc, 850
New Burton Road, Suite
Business and domestic
PlayIgnite Inc ("PlayIgnite USA")**
USA
201, Dover DE 19904
softwaredeveloper
100% of ordinary shares
5424 Sunol Blvd Ste 10
PMB 1021, Pleasanton, CA
Magic Fuel Inc ("Magic Fuel")
USA
94566-7705
Game developer
100% of ordinary shares
* Nominal ownership of these companies is 90% due to the Oxygen Management Incentive Plan ("Oxygen MIP"). Effective economic ownership is 100% based on their Statements of Financial Position at the Reporting Date.
** The Playstack Group includes one associate company incorporated in the UK which has been accounted for using the equity method. This is:
• A 27% interest in Storm Chaser Games Limited ("Storm Chaser Games")
The Playstack Group included one associate company incorporated in the UK which was dissolved in the year.
• A 49% interest in Snackbox Games Ltd
On 9 July 2024, Altlending UK Limited ( a UK incorporated entity 100% owned by THL) was dissolved.
Principal accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been applied consistently to all the financial periods presented.
The consolidated financial statements have been prepared in accordance with European Union Endorsed International Financial Reporting Standards (IFRSs) and the IFRS Interpretations Committee (formerly the International Financial Reporting Interpretations Committee (IFRIC)) interpretations. These statements have been prepared on a going concern basis and under the historical cost convention except for the treatment of certain financial instruments.
Going concern
As at 31 December 2024, the Group had a cash balance of £14.9m and net current assets of £14.2m, which includes a external borrowing balance of £4.2m. The directors have prepared and reviewed detailed financial forecasts of the Group and, in particular, considered the cash flow requirements for the period from the date of approval of these financial statements to the end of March 2026.
These forecasts sit within the Group's latest estimate and within the longer-term financial plan, both of which have been updated on a regular basis. The Group has not identified any material uncertainties in the going concern model and remains confident that the forecasts are appropriate. Key assumptions include continued positive performance in Oxygen and Playstack, and Satago performance improving to break even in June 2026. The forecast is not sensitive to reasonable possible changes in the key assumptions both individually or in aggregate.
Accordingly, the Directors have adopted the going concern basis in preparing these financial statements.
Revenue recognition
Net revenue
Interest income and expense
Interest income and expense for all financial instruments except for those classified as held for trading or measured or designated as at Fair Value Through Profit and Loss ("FVTPL") are recognised in "Net revenue" as "Interest income" and "Interest, fee and publishing expenses" in the profit or loss account using the effective interest method.
The Effective Interest Rate ("EIR") is the rate that exactly discounts estimated future cash flows of the financial instrument through the expected life of the financial instrument or, where appropriate, a shorter period, to the net carrying amount of the financial asset or financial liability. The future cash flows are estimated taking into account all the contractual terms of the instrument.
The calculation of the EIR includes all fees and points paid or received between parties to the contract that are incremental and directly attributable to the specific lending arrangement, transaction costs and all other premiums or discounts.
The interest income/expense is calculated by applying the EIR to the gross carrying amount of non-credit impaired financial assets (that is, to the amortised cost of the financial asset before adjusting for any expected credit loss allowance), or to the amortised cost of financial liabilities.
For credit-impaired financial assets, as defined in the financial instruments accounting policy, the interest income is calculated by applying the EIR to the amortised cost of the credit-impaired financial assets, that is, to the gross carrying amount less the allowance for Expected Credit Losses ("ECLs").
Fee income
Fee income for the Group is earned from payments services fees, implementation fees, consultancy fees and subscription fees. Payment services provided by Oxygen comprises the following elements:
Early Payment Programme Services ("EPPS") contracts
Oxygen's EPPS generate rebates (ie discounts on invoice value) for its clients by facilitating the early payment of supplier invoices. Oxygen's single performance obligation is to make its intellectual property and software platform available to its clients for the duration of their contracts.
Oxygen bills its clients monthly for a contractually agreed share of supplier rebates generated by their respective Early Payment Programmes during the previous month. This revenue is recognised in the month the rebates are generated.
Implementation fees
Oxygen Implementation fees
Implementation fees are charged to some clients in establishing a client's technological access to the EPPS and in otherwise readying a client to benefit from the Services. Establishing access to the company's intellectual property and software platform does not amount to a distinct service as the client cannot benefit from the initial access except by the company continuing to provide access for the contract period. Where an implementation fee is charged, it is therefore a component of the aggregate transaction price of the EPPS. Accordingly, such revenue is initially deferred and then recognised in the statement of comprehensive income over the life of the related EPPS.
Satago Implementation fees
Implementation fees are in line with contractual agreements and relate to Lending as a Service projects.
Consultancy fees
Oxygen provides stand-alone advisory services to clients. Revenue is accrued as the underlying services are provided to the client. Playstack earns revenue where one or more people are billed directly to a client for the provision of services.
Subscription fees
Insight services subscription fees
The Insight Services offered by OFL provide focussed public sector procurement data and analytics on a subscription basis. Clients cover both the private sector, enabling them to improve and develop their engagement with the public sector, and public sector organisations, enabling them to make more informed procurement decisions. Subscriptions are typically received in advance and recognised over the length of the contract as access to the database is provided.
Satago subscription fees
These are monthly fees for access to Satago's platform. Subscriptions are received in advance and recognised during the month the subscription relates to.
Fee expenses
Fee expenses are directly attributable costs, associated with the Oxygen's EPPS. The expenses include amortisation arising from capitalised contract costs incurred directly through activities which generate fee income. Amortisation arising from other intangible assets is recognised in depreciation and amortisation.
Publishing income
Publishing income for the Group is earned by companies in the Playstack Group and comprises the following elements. Publishing income is recognised at the fair value of consideration received or receivable for goods and services provided and is shown net of VAT and any other sales taxes. The fair value takes into account any trade or volume discounts and commission retained.
In App Purchases (IAP) revenue
IAP revenue is earned on the sale of mobile games and features within those games. It is recognised when the game or feature is sold.
Advertising revenue
Advertising revenue is earnings from featuring third party advertising within mobile games. It is recognised when these advertisements are featured within the games.
Console and Platform revenue
Console revenue is earned on the sale of video games for consoles. It is recognised when the game is sold. Platform revenue is earned through partnership directly with hardware platform holders in return for exclusive access to one or more games on their service.
Revenue is recognised either on the completion of agreed milestones, across the term of the agreement for live-managed games, or a combination of the two.
Brand revenue
Brand revenue is when a mobile game player signs up to an advertised brand in a mobile game. Revenue is recognised when the brand has confirmed acquisition of the customer.
Publishing expenses
Publishing expenses are directly attributable costs, associated with the Playstack Group's publishing income. These costs are included at their invoiced value and are net of VAT and any other sales tax.
Foreign currencies
The results and financial position of each Group company are expressed in Pounds Sterling, which is the functional currency of the UK based members of the Group and the presentation currency for the consolidated financial statements.
Transactions in foreign currencies are translated to the Group companies' functional currency at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Foreign exchange differences arising on translation are recognised in the consolidated statement of comprehensive income.
In preparing the consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at the exchange rate at the reporting date. Income and expense items are translated at the average exchange rates for the year. Exchange differences arising, are recognised in other comprehensive income and are accumulated in the Foreign exchange reserve equity section.
Property, plant and equipment
All property, plant and equipment is stated at historical cost (or deemed historical cost) less accumulated depreciation and less any identified impairment. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use.
Depreciation is provided on all property, plant and equipment at rates calculated to write each asset down to its estimated residual value on a straight line basis at the following annual rates:
Leasehold improvements
-
5 years
Fixtures and fittings
-
3 years
Computer equipment
-
3 -5 years
Useful economic lives and estimated residual values are reviewed annually and adjusted as appropriate.
Intangible assets
Identifiable intangible assets are recognised when the Group controls the asset, it is probable that future economic benefits attributed to the asset will flow to the Group and the cost of the asset can be reliably measured.
Intangible assets with finite lives are stated at acquisition or development cost less accumulated amortisation and less any identified impairment. The amortisation period and method is reviewed at least annually. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortisation period or method, as appropriate and are treated as changes in accounting estimates.
Computer software
Computer software which has been purchased by the Group from third party vendors is measured at initial cost less accumulated amortisation and less accumulated impairments.
Computer software also comprises internally developed platforms and the costs directly associated with the production of these identifiable and unique software products controlled by the Group. They are probable of producing future economic benefits. They primarily include employee costs and directly attributable overheads.
Internally generated intangible assets are only recognised by the Group when the recognition criteria have been met in accordance with IAS 38: Intangible Assets as follows:
• expenditure can be reliably measured
• the product or process is technically and commercially feasible
• future economic benefits are likely to be received
• intention and ability to complete the development, and
• view to either use or sell the asset in the future.
The Group will only recognise an internally-generated asset should it meet all the above criteria. In the event of a development not meeting the criteria it will be recognised within the statement of profit or loss in the period incurred.
Capitalised costs include all directly attributable costs to the development of the asset. Internally generated assets are measured at capitalised cost less accumulated amortisation less accumulated impairment losses. The internally generated asset is amortised at the point the asset is available for use or sale. The asset is amortised on a straight-line basis over the useful economic life with the remaining useful economic life and residual value being assessed annually.
Any subsequent expenditure on the internally generated asset is only capitalised if the cost increases the future economic benefits of the related asset. Otherwise all additional expenditure should be recognised through the statement of profit or loss in the period it occurs.
Contract assets
Contract assets comprise the directly attributable costs incurred at the beginning of an Early Payment Scheme Service contract to revise a client's existing payment systems and provide access to the Group's software and other intellectual property. These implementation (or "set up") costs are comprised primarily of employee costs.
Amortisation is charged to the statement of comprehensive income over the estimated useful lives of intangible assets from the date they are available for use, on a straight-line basis. The amortisation basis adopted for each class of intangible asset reflects the Group's consumption of the economic benefit from that asset.
Estimated useful lives
The estimated useful lives of finite intangible assets are as follows:
Computer software
-
3 -5 years
Contractassets
-
Life of underlying contract (typically 5 years)
Goodwill
Goodwill arising on acquisition represents the excess cost of a business combination over the fair values of the Group's share of the identifiable assets and liabilities at the date of the acquisition. When part of the consideration transferred by the Group is deferred or contingent, this is valued at its acquisition date fair value, and is included in the consideration transferred in a business combination. Changes in the deferred or contingent consideration, which occur in the measurement period, are adjusted retrospectively, with corresponding adjustments to goodwill.
Goodwill is not amortised but is reviewed at least annually for impairment. For the purpose of impairment testing, goodwill is allocated to each Cash Generating Unit ("CGU"). Each CGU is consistent with the Group's primary reporting segment. Any impairment is recognised immediately through the income statement and is not subsequently reversed.
On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of profit or loss on disposal.
Financial instruments
Initial recognition
Financial assets and financial liabilities are recognised in the Group's statement of financial position when the Group becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of the financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are respectively added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs that are directly attributable to the acquisition of financial assets and financial liabilities at FVTPL are recognised immediately in profit or loss.
Financial assets
Classification and reclassification of financial assets
Recognised financial assets within the scope of IFRS 9 are required to be classified as subsequently measured at amortised cost, FVTOCI or FVTPL on the basis of both the Group's business model for managing the financial assets and the contractual cash flow characteristics of the financial assets.
Financial assets are reclassified if and only if, the business model under which they are held is changed. There has been no such change in the allocation of assets to business models in the periods under review.
Loans and advances
Loans and advances are held within a business model whose objective is to hold those financial assets in order to collect contractual cash flows. The contractual terms of the loan agreements give rise on specified dates to cash flows that are solely payments of principal and interest or fees on the principal amount outstanding.
After initial measurement, loans and advances to customers are subsequently measured at amortised cost using the Effective Interest Rate method (EIR) less impairment. Amortised cost is calculated by taking into account any fees or costs that are an integral part of the EIR. The EIR amortisation is included in interest and similar income in the statement of comprehensive income. The losses arising from impairment are recognised in the statement of comprehensive income and disclosed with any other similar losses within the line item "Net impairment losses on financial assets".
Where cash flows are significantly different from the original expectations used to determine EIR, but where this difference does not arise from a modification of the terms of the financial instrument, the Group revises its estimates of receipts and adjusts the gross carrying amount of the financial asset to reflect actual and revised estimated contractual cash flows. The Group recalculates the gross carrying amount of the financial asset as the present value of the estimated future contractual cash flows discounted at the financial instrument's original EIR. The adjustment is recognised in statement of comprehensive income as income or expense.
Trade and other receivables
Trade receivables do not contain any significant financing component and accordingly are recognised initially at transaction price, and subsequently measured at cost less expected credit losses.
Investments in subsidiaries
Investments in subsidiaries are accounted for at cost less impairment in the Company's financial statements.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and demand deposits and short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
Impairment
The Group (and Company) recognises loss allowances for Expected Credit Losses ("ECLs") on the following financial instruments that are not measured at FVTPL:
• Loans and advances;
• Other receivables;
• Trade receivables; and
• Intercompany receivables
ECLs are measured through loss allowances calculated on the following bases:
ECLs are a probability-weighted estimate of the present value of credit losses. These are measured as the present value of the difference between the cash flows due to the Group under the contract and the cash flows that the Group expects to receive arising from the weighting of future economic scenarios, discounted at the asset's EIR within the current performing book.
The Group measures ECL on an individual basis, or on a collective basis for portfolios of loans that share similar credit risk characteristics. The loss allowance is measured as the present value of the difference between the contractual cash flows and cash flows that the Group expects to receive using the asset's original EIR, regardless of whether it is measured on an individual basis or a collective basis.
A financial asset that gives rise to credit risk, is referred to (and analysed in the notes to this financial information) as being in "Stage 1" provided that since initial recognition (or since the previous reporting date) there has not been a significant increase in credit risk, nor has it has become credit impaired.
For a Stage 1 asset, the loss allowance is the "12-month ECL", that is, the ECL that results from those default events on the financial instrument that are possible within 12 months from the reporting date.
A financial asset that gives rise to credit risk is referred to (and analysed in the notes to this financial information) as being in "Stage 2" if since initial recognition there has been a significant increase in credit risk but it is not credit impaired.
For a Stage 2 asset, the loss allowance is the "lifetime ECL", that is, the ECL that results from all possible default events over the life of the financial instrument.
A financial asset that gives rise to credit risk is referred to (and analysed in the notes to this financial information) as being in "Stage 3" if since initial recognition it has become credit impaired.
For a Stage 3 asset, the loss allowance is the difference between the asset's gross carrying amount and the present value of estimated future cash flows discounted at the financial asset's original EIR. Further, the recognition of interest income is calculated on the carrying amount net of impairment rather than the gross carrying amount as for stage 1 and stage 2 assets.
If circumstances change sufficiently at subsequent reporting dates, an asset is referred to by its newly appropriate Stage and is re-analysed in the notes to the financial information.
Where an asset is expected to mature in 12 months or less, the "12 month ECL" and the "lifetime ECL" have the same effective meaning and accordingly for such assets the calculated loss allowance will be the same whether such an asset is at Stage 1 or Stage 2. However, the Group monitors significant increase in credit risk for all assets so that it can accurately disclose Stage 1 and Stage 2 assets at each reporting date.
Lifetime ECLs are recognised for all trade receivables using the simplified approach.
Significant increase in credit risk -policies and procedures for identifying Stage 2 assets
The Group compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition in order to determine whether credit risk has increased significantly.
See Note 19 for further details about how the Group assesses increases in significant credit risk.
Definition of a default
Critical to the determination of significant increases in credit risk (and to the determination of ECLs) is the definition of default. Default is a component of the Probability of Default ("PD"), changes in which lead to the identification of a significant increase in credit risk and PD is then a factor in the measurement of ECLs.
The Group's definition of default for this purpose is:
• a counterparty defaults on a payment due under a loan agreement and that payment is more than 90 days overdue, or
• within the core invoice finance proposition, where one or more individual finance repayments are beyond 90 days overdue, management judgement is applied in considering default status of the client.
• the collateral that secures, all or in part, the loan agreement has been sold or is otherwise not available for sale and the proceeds have not been paid to the lending company; or
• a counterparty commits an event of default under the terms and conditions of the loan agreement which leads the lending company to believe that the borrower's ability to meet its credit obligations to the lending company is in doubt.
The definition of default is similarly critical in the determination of whether an asset is credit-impaired (as explained below).
Credit-impaired financial assets -policies and procedures for identifying Stage 3 assets
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. IFRS 9 states that evidence of credit-impairment includes observable data about the following events:
• Significant financial difficulty of the borrower;
• A breach of contract such as a default (as defined above) or past due event, or
• The Group, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession that the Group would not otherwise consider.
The Group assesses whether debt instruments that are financial assets measured at amortised cost or at FVTOCI are credit-impaired at each reporting date. When assessing whether there is evidence of credit-impairment, the Group takes into account both qualitative and quantitative indicators relating to both the borrower and to the asset. The information assessed depends on the borrower and the type of the asset. It may not be possible to identify a single discrete event -instead, the combined effect of several events may have caused financial assets to become credit-impaired.
See Note 19 for further details about how the Group identifies credit-impaired assets.
Presentation of allowance for ECL in the statement of financial position
Loss allowances for ECL are presented in the statement of financial position as follows:
• For financial assets measured at amortised cost: as a deduction from the gross carrying amount of the assets;
• For loan commitments: as a provision; and
Modification of financial assets
A modification of a financial asset occurs when the contractual terms governing a financial asset are renegotiated without the original contract being replaced and derecognised and:
• The gross carrying amount of the asset is recalculated and a modification gain or loss is recognised in profit or loss;
• Any fees charged are added to the asset and amortised over the new expected life of the asset; and
• The asset is individually assessed to determine whether there has been a significant increase in credit risk.
Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised when the rights to receive cash flows from the asset have expired. The Group also derecognises the assets if it has both transferred the asset and the transfer qualifies for derecognition.
A transfer only qualifies for derecognition if either
• The Group has transferred substantially all the risks and rewards of the asset; or
• The Group has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of the asset.
Write offs
Loans and advances are written off when the Group has no reasonable expectation of recovering the financial asset (either in its entirety or a portion of it). This is the case when the Group determines that the borrower does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off. A write-off constitutes a derecognition event. The Group may apply enforcement activities to financial assets written off. Recoveries resulting from the Group's enforcement activities will result in impairment gains.
Financial liabilities
Financial liabilities and equity
Debt and equity instruments that are issued are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement.
A financial liability is a contractual obligation to deliver cash or another financial asset or to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavourable to the Group or a non-derivative contract that will or may be settled in a variable number of the Group's own equity instruments, or a derivative contract over own equity that will or may be settled other than by the exchange of a fixed amount of cash (or another financial asset) for a fixed number of the Group's own equity instruments.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recognised as at the proceeds received, net of direct issue costs. Distributions on equity instruments are recognised directly in equity.
Financial liabilities
Interest bearing borrowings are measured at amortised cost using the effective interest rate method. Gains and losses are recognised in the income statement when the liabilities are derecognised as well as through the effective interest rate method (EIR). Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in "Interest and fee expenses" in the profit and loss account.
Derecognition of financial liabilities
The Group derecognises financial liabilities when and only when, the Group's obligations are discharged, cancelled or they expire.
Impairment of non-financial assets
The carrying amounts of the entity's non-financial assets, other than goodwill and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
For the purposes of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the CGU).
Contract assets are reviewed for impairment based on the performance of the underlying contract.
Goodwill is tested annually for impairment in accordance with IFRS. The goodwill acquired in a business combination, for the purpose of impairment testing is allocated to CGU that are expected to benefit from the synergies of the combination. For the purpose of goodwill impairment testing, if goodwill cannot be allocated to individual CGUs or groups of CGUs on a non-arbitrary basis, the impairment of goodwill is determined using the recoverable amount of the acquired entity in its entirety, or if the acquired entity has been integrated then the entire group of entities into which it has been integrated.
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognised in the statement of comprehensive income. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amounts of other assets in the unit (or group of units) on a pro rata basis.
An impairment loss is reversed if and only if the reasons for the impairment have ceased to apply. An impairment loss recognised for goodwill is not reversed.
Impairment losses recognised in prior periods are assessed at each reporting date for any indication that the loss has decreased or no longer exists. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
Current and deferred income tax
Income tax on the result for the period comprises current and deferred income tax. Income tax is recognised in the consolidated statement of comprehensive income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Where there are uncertain tax positions, the Group assesses whether it is probable that the position adopted in tax filings will be accepted by the relevant tax authority, with the results of this assessment determining the accounting that follows.
Current tax is the expected tax payable or receivable on the taxable income for the period, using tax rates enacted or substantively enacted at the reporting date and any adjustment to tax payable in respect of previous periods.
Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.
Employee benefits - pension costs
A defined contribution plan is a post-employment benefit plan under which the Group pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Contributions to defined contribution schemes are charged to the statement of comprehensive income as they become payable in accordance with the rules of the scheme. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the statement of financial position.
Merger reserve
Prior to 29 December 2017, the entities within the Group were held by Arrowgrass Master Fund Limited. On 29 December 2017, these entities were acquired by TruFin plc via TruFin Holdings Limited. The consideration provided to Arrowgrass for the companies acquired was in exchange for shares of TruFin plc based on the fair value of the underlying companies. Upon consolidation of the Group, the difference between the book value of the entities and the amount of the consideration paid was accounted through a merger reserve, in accordance with relevant accounting standards relating to businesses under common control.
Investments in associates
Associates are entities in which the Group has between 20% and 50% of the voting rights, or is otherwise able to exercise significant influence, but which it does not control or jointly control. Investments in associates are accounted for under the equity method and are initially recognised at costs, including goodwill. Subsequent changes in the carrying value reflect the post-acquisition changes in the Group's share of net assets of the associate. The Group's share of its associates profits or losses is recognised in the consolidated income statement. However, when the Group's share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further losses, unless the Group is obliged to make further payments to, or on behalf of the associate.
Segmental reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity) and whose operating results are regularly reviewed by the Board of Directors in order to make decisions about resources to be allocated to that component and assess its performance and for which discrete financial information is available.
For the purposes of the financial statements, the Directors consider the Group's operations to be made up of four operating segments: the provision of short term finance, payment services, publishing and other operations.
The accounting policies of the reportable segments are consistent with the accounting policies of the Group as a whole. Further details are provided in Note 4.
Share-based payments
Where the Group engages in share-based payment transactions in respect of services received from certain of its employees, these are accounted for as equity-settled share-based payments in accordance with IFRS 2 'Share-based payments'. The equity is in the form of ordinary shares.
The grant date fair value of a share-based payment transaction is recognised as an employee expense, with a corresponding increase in equity over the period that the employees become unconditionally entitled to the awards. In the absence of market prices, the fair value of the equity at the date of the grant is estimated using an appropriate valuation technique.
The amount recognised as an expense is adjusted to reflect the actual number of awards for which the related services and non-market vesting conditions are expected to be met such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date.
For share-based payment awards with market performance conditions the grant date fair value of the award is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.
Refer to Note 6 for the amounts disclosed.
Leases
At the inception of a contract, the Group assesses if the contract contains a lease. A contract 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. Reassessment is only required when the terms and conditions of the contract are changed.
Right-of-use assets
The Group recognises a right-of-use asset and lease liability at the date which the underlying asset is available for use. Right-of-use assets are measured at cost which comprises the initial measurement of lease liabilities adjusted for any lease payments made at or before the commencement date and lease incentives received. Any initial direct costs that would not have been incurred if the lease had not been obtained are added to the carrying amount of the right-of-use assets.
These right-of-use assets are subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
Right-of-use assets (except for those which meet the definition of an investment property) are presented within "Property, plant and equipment".
Right of use assets which meet the definition of property, plant and equipment are presented and accounted for in accordance with this policy.
Lease liabilities
The initial measurement of a lease liability is measured at the present value of the lease payments discounted using the interest rate implicit in the lease, if the rate can be readily determined. If that rate cannot be readily determined, the borrower shall use its incremental borrowing rate.
Lease liabilities are measured at amortised cost using the effective interest method.
Lease liabilities are remeasured with a corresponding adjustment to 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.
Short term and low value leases
The Group has elected to not recognise right-of-use assets and lease liabilities for short-term leases that have lease terms of 12 months or less and leases of low value leases. Lease payments relating to these leases are expensed to profit or loss on a straight-line basis over the lease term.
2. Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial information in accordance with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income and expenses.
The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apart from other sources. The estimates and underlying assumptions are reviewed on an ongoing basis. Actual results may differ from these estimates.
The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in financial statements.
Critical accounting judgements
• Early Payment Programme Services set up costs: the Group capitalises the direct costs of implementing Early Payment Programme Services contracts for clients. These costs are essential to the satisfaction of the Group's performance obligation under that contract and accordingly the Group considers that these costs meet the applicable criteria for recognition as contract assets.
The amount capitalised is disclosed in Note 11.
• Deferred tax asset: There is inherent uncertainty in forecasting beyond the immediate future and significant judgement is required to estimate whether future taxable profits are probable in order to utilise the carried forward tax losses. Companies in the Group have carried forward losses which will be utilised against future taxable profits. However, a deferred tax asset has not been recognised for these companies, except for Oxygen Finance Limited as there is uncertainty surrounding the timing of when these losses will be used.
Refer to Note 9 for more information on the deferred tax asset.
• The accounts of the trustee (the "EBT Trustee") of the Company's Employee Benefit Trust ("EBT") have not been consolidated as it is the Directors' opinion that the Company does not have control over the EBT. The EBT is a discretionary trust, which means that the EBT Trustee has discretion how to act, provided that the action taken by the EBT Trustee is considered by the EBT Trustee to be in the interest of one of more EBT beneficiaries (being employees and former employees (and certain of their relatives) of the Company and its subsidiaries.
Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
Expected credit losses
• Where an asset has a maturity of 12 months or less, the "12 month ECL" and the "lifetime ECL" have the same effective meaning and accordingly for such assets the calculated loss allowance will be the same whether such an asset is at stage 1 or stage 2.
• The Probability of Default ("PD") is an estimate of the likelihood of default over a given time horizon and is a key input to the ECL calculation. The Group primarily uses credit scores from credit reference agencies to calculate the PD for loans and advances. The score is a 12-month predictor of credit failure and, in the absence of internally generated loss history, the Group believes that it provides the best proxy for the credit quality of the loan portfolio.
• Exposure At Default ("EAD") is an estimate of the exposure at a future default date, taking into account expected changes in the exposure after the reporting date, including repayments of principal and interest, whether scheduled by contract or otherwise, expected drawdowns on committed facilities and accrued interest from missed payments.
• Loss Given Default ("LGD") is an estimate of the loss arising on default. It is based on the difference between the contractual cash flows due and those that the lender would expect to receive, in particular taking into account wholesale collateral values and certain buy back options.
Note 19 presents the carrying amounts of the Expected Credit Losses in further detail.
Impairment of Intangibles
The Group is required to test, whether intangible and tangible assets have suffered any impairment based on the recoverable amount of its CGUs, when there are indicators for impairment. Determining whether an impairment has occurred requires an estimation of the value in use of the CGU to which these assets are allocated. Key sources of estimation uncertainty in the value in use calculation include the estimation of future cash flows of the CGU affected by expected changes in underlying revenues and direct costs, and administration costs through the forecast period, the long-term growth rates and a suitable discount rate to apply to the aforementioned cash flows in order to calculate the net present value. Further information regarding the assumptions used in the calculations have been provided in Note 11.
Impairment of investment in subsidiary
The Company's investment in its subsidiary is assessed annually to determine if there is any indication of impairment. This requires an estimation of the value in use of this subsidiary. Key sources of estimation uncertainty in the value in use calculation include the estimation of future cash flows of the CGU affected by expected changes in underlying revenues and direct costs, and administration costs through the forecast period, the long-term growth rates and a suitable discount rate to apply to the aforementioned cash flows in order to calculate the net present value. Further information regarding the assumptions used in the calculations have been provided in Note 11.
3. Gross revenue
Group
2024 £'000
2023 £'000
Revenue
Interest income
1,246
1,470
Total interest income
1,246
1,470
EPPS contracts
5,579
4,346
Consultancy fees
371
1,135
Implementation fees
965
2,131
Subscription fees
2,248
1,736
Total fee income
9,163
9,348
IAP revenue
6,047
117
Advertising revenue
262
109
Console revenue
38,235
7,087
Total publishing income
44,544
7,313
Gross revenue
54,953
18,131
Company
2024 £'000
2023 £'000
Intercompanyinterestincome
-
1,540
Intercompanyfeeincome
108
108
Other interest income
162
117
Gross revenue
270
1,765
4. Segmental reporting
The results of the Group are broken down into segments based on the products and services from which it derives its revenue:
Short term finance
Provision of distribution finance products and invoice discounting. For results during the reporting period, this corresponds to the results of Satago.
Payment services
Provision of Early Payment Programme Services. For results during the reporting period, this corresponds to the results of Oxygen.
Publishing
Publishing of video games. For results during the reporting period, this corresponds to the results of the Playstack Group.
Other
Revenue and costs arising from investment activities. For results during the reporting period, this corresponds to the results of TruFin plc, THL and TSL.
The results of each segment, prepared using accounting policies consistent with those of the Group as a whole, are as follows:
Year ended 31 December 2024
Short term finance £'000
Paymentservices £'000
Publishing £'000
Other £'000
Total £'000
Gross revenue
2,481
7,717
44,593
162
54,953
Cost of sales
(606)
(1,327)
(28,387)
-
(30,320)
Net revenue
1,875
6,390
16,206
162
24,633
Adjusted(loss)/profitbeforetax*
(4,845)
462
7,735
(2,465)
887
(Loss)/profitbeforetax
(4,845)
462
7,735
(3,337)
15
Taxation
406
1,380
1,846
-
3,632
(Loss)/profit for the year
(4,439)
1,842
9,581
(3,337)
3,647
Totalassets
8,764
8,673
49,614
3,363
70,414
Totalliabilities
(4,845)
(2,298)
(18,552)
(1,175)
(26,870)
Net assets
3,919
6,375
31,062
2,188
43,544
* adjusted loss before tax excludes share-based payment expense
Short term finance
Paymentservices
Publishing
Other
Total
Year ended 31 December 2023
£'000
£'000
£'000
£'000
£'000
Gross revenue
3,788
6,188
8,038
117
18,131
Cost of sales
(718)
(1,078)
(3,231)
-
(5,027)
Net revenue
3,070
5,110
4,807
117
13,104
Adjusted loss before tax*
(4,134)
(348)
(188)
(1,903)
(6,573)
Loss before tax
(4,134)
(348)
(188)
(2,669)
(7,339)
Taxation
433
554
(25)
-
962
Loss for the year from continuing operations
(3,701)
206
(213)
(2,669)
(6,377)
Loss for the year from discontinued operations
(963)
-
-
-
(963)
(Loss)/profit for the year
(4,664)
206
(213)
(2,669)
(7,340)
Totalassets
13,797
8,121
23,463
5,295
50,676
Totalliabilities
(8,228)
(1,988)
(1,786)
(734)
(12,736)
Net assets
5,569
6,133
21,677
4,561
37,940
* adjusted loss before tax excludes share-based payment expense
The majority of the Group's activities (98% of revenues) are within the UK, with 2% earned in USA and 0% in Europe.
5. Staff costs
Analysis of staff costs:
Group
Company
2024 £'000
2023 £'000
2024 £'000
2023 £'000
Wages and salaries
9,593
9,188
1,435
1, 223
Consultingcosts
569
1,059
-
-
Social security costs
1,438
1,104
416
82
Pension costs arising on defined contribution schemes
426
441
34
35
Share-based payment
872
766
872
766
12,898
12,558
2,757
2,106
Consulting costs are recognised within staff costs where the work performed would otherwise have been performed by employees. Consulting costs arising from the performance of other services are included within other operating expenses.
Average monthly number of persons (including Executive Directors) employed:
2024 Number
2023 Number
Management
14
16
Finance
11
11
Sales & marketing
40
42
Operations
64
57
Technology
59
65
188
191
Directors' emoluments
The number of directors who received share options during the year was as follows:
2024 Number
2023 Number
Long-termincentiveschemes
1
1
There were no directors who exercised share options during the year.
The directors' aggregate emoluments in respect of qualifying services were:
Salary £'000
Bonus £'000
Pensionand Benefits £'000
2024 Total £'000
2023 Total £'000
ExecutiveDirectors:J van den Bergh
256
256
9
521
485
256
256
9
521
485
Non-executiveDirectors:
S Baldwin
100
-
-
100
100
P Judd
70
-
-
70
70
P Dentskevich
60
-
-
60
60
A Wilhelmsen
-
-
-
-
-
230
-
-
230
230
Key management
The Directors consider that key management personnel include the Executive Director of TruFin plc. This individual has the authority and responsibility for planning, directing and controlling the activities of the Group.
6. Employee share-based payment transactions
The employment share-based payment charge comprises:
2024 £'000
2023 £'000
Service Criteria Award
318
552
TruFin Share Price Award
431
151
Subsidiary Performance Award
123
63
Total
872
766
Awards granted in 2024
Service Criteria Award
On 11 April 2024, options to acquire 175,000 shares were granted to employees of the Group. The award is structured as a nil cost option. The vesting of this award is subject to the holder being in continued employment until the vesting date of this award. The award will vest on 31 December 2026. A Black-Scholes model was used to determine the fair value of these options. The model used an expected volatility of 35% and risk free rate of 4%.
TruFin Share Price Award
On 11 April 2024, options to acquire 614,584 shares were granted to the senior management team and employees of the Group. The award is structured as a nil cost option. The vesting of this award is subject to the holder being in continued employment until the vesting dates of this award, and the Company's share price satisfying share price targets in relation to the other companies listed on AIM . The award will vest on 31 December 2026. Awards granted to the Group CEO are subject to an additional 1 year holding period. A Monte Carlo simulation was used to determine the fair value of these options. The model used an expected volatility of 35% and a risk free rate of 4%.
Subsidiary Performance Award
On 11 April 2024, options to acquire 268,750 shares were granted to employees of the Group. The award is structured as a nil cost option. The vesting of this award is subject to the holder being in continued employment until the vesting dates of this award, and subsidiary companies achieving certain financial metrics over the vesting periods. The award will vest on 31 December 2026.
Awards granted in 2023
Service Criteria Award
On 27 July 2023, options to acquire 1,350,000 shares were granted to the senior management team and employees of the Group. The award is structured as a nil cost option. The vesting of this award is subject to the holder being in continued employment until the vesting dates of this award. The award has been granted in 3 tranches; the first tranche vested on 31 December 2023 and the second vested on 31 December 2024. The third will vest on 31 December 2025. Awards granted to the Group CEO are subject to an additional 1 year holding period. A Black-Scholes model was used to determine the fair value of these options. The model used an expected volatility of 50% and risk free rate of 5%.
TruFin Share Price Award
On 27 July 2023, options to acquire 1,229,167 shares were granted to the senior management team and employees of the Group. The award is structured as a nil cost option. The vesting of this award is subject to the holder being in continued employment until the vesting dates of this award, and the Company's share price satisfying share price targets in relation to the other companies listed on AIM . The award has been granted in 2 tranches; the first tranche vested on 31 December 2024 and the second will vest on
31 December 2025. Awards granted to the Group CEO are subject to an additional 1 year holding period. A Monte Carlo simulation was used to determine the fair value of these options. The model used an expected volatility of 50% and a risk free rate of 5%.
Subsidiary Performance Award
On 27 July 2023, options to acquire 537,500 shares were granted to employees of the Group. The award is structured as a nil cost option. The vesting of this award is subject to the holder being in continued employment until the vesting dates of this award, and subsidiary companies achieving certain financial metrics over the vesting periods. The award has been granted in 2 tranches; the first tranche vested on 31 December 2024 and the second will vest on 31 December 2025.
Awards granted before 2023
Performance Share Plan and Joint Share Ownership Plan Founder Award ("Founder Award")
All the Founder Awards held by the Group CEO have vested. 1,566,255 shares subject to the Joint Share Ownership Plan are fully owned by the EBT. The Group CEO's nil cost options in respect of the same number of shares under the Performance Share Plan have also fully vested.
Performance Share Plan Market Value Award ("PSP Market Value Award")
On 21 February 2018, options to acquire 4,868,420 shares were granted to the senior management team. The vesting of this award is based on market-based performance conditions. The vesting of these awards is subject to the holder remaining an employee of the Company and the Company's share price achieving five distinct milestones-vesting at 20% each milestone. The exercise price of the awards at the time of grant was £1.90 per share.
In order to reflect the impact of the demerger, the PSP Market Value Award was split into two:
• Part of the award remained as an option in respect of TruFin shares ("TruFin Market Value Award")
• Part of the award became an award in respect of DFC shares ("DFC market Value Award")
The TruFin Market Value Award is on the same terms as the original PSP Market Value Award except that the exercise price has since been adjusted to £0.71, and the share price milestones were adjusted to reflect the demerger, and returns of value in 2019.
The modification did not result in a change in the valuation of the award and was recognised over the remainder of the original vesting period.
Details of share-based awards during the year:
Typeofinstrumentgranted
JSOP Founder Award*Shares(#)
PSP Founder Award*Options(#)
PSP Market ValueOptions(#)
Outstanding at 1 January 2024
-
-
4,868,420
Granted during the year
-
-
-
Exercised during the year
-
-
-
Outstanding at 31 December 2024
-
-
4,868,420
Exercisable at 31 December 2024
1,566,255
-
* The JSOP Founder Awards and PSP Founder Awards will together deliver, in aggregate, a maximum of 3,407,895 TruFin shares.
Service
TruFin Share
SubsidiaryPerformance
Typeofinstrumentgranted
CriteriaAward(#)
Price Award (#)
Award(#)
Outstanding at 1 January 2024
700,000
1,229,167
537,500
Exercisable at 1 January 2024
650,000
-
-
Granted during the year
175,000
614,584
268,750
Exercised during the year
(125,000)
-
-
Lapsed during the year
-
-
(46,875)
Forfeit during the year
-
(75,000)
(225,000)
Outstanding at 31 December 2024
375,000
1,479,168
387,500
Exercisable at 31 December 2024
1,025,000
289,583
146,875
No options expired during the year.
The weighted average remaining contractual life for the share options outstanding as at 31 December 2024 was 5.13 years (2023: 5.86 years).
7. Net impairment loss on financial assets
2024 £'000
2023 £'000
At 1 January
173
54
Charge for impairment loss
776
109
Amounts written off in the year
(140)
(11)
Amounts recovered in the year
-
21
At 31 December
809
173
At 31 December 2024, the Group had an impairment balance of £809,000. £500,000 was allocated against trade and other receivables, and the remainder (£309,000) was allocated against loans and advances.
At 31 December 2023, all of the impairment balance was allocated against loans and advances.
£500,000 of the net impairment charge on financial assets during the year ended 31 December 2024 related to trade and other receivables.
The remainder (£276,000) related to loans and advances.
The net impairment charge on financial assets during the year ended 31 December 2023 all related to loans and advances.
8. Profit/(loss) before income tax
Profit/(loss) before income tax is stated after charging:
2024 £'000
2023 £'000
Depreciation of property, plant and equipment
212
107
Amortisation charge in interest, fee and publishing expenses
1,327
1,078
Amortisationofintangibleassets
5,009
1,853
Staff costs including share-based payments charge
12,898
12,558
Fees payable to the Group's auditor (Crowe UK LLP)
2024 £'000
2023 £'000
Fees payable for the audit of the company's annual accounts Fees payable for the audit of the company's subsidiaries
93 92
82 95
Totalauditfees
185
177
Non audit services Other assurance services
15
14
Totalnon-auditfees
15
14
9. Taxation
Analysis of tax charge recognised in the period
2024 £'000
2023 £'000
Current tax credit
(707)
(712)
Deferred tax credit
(2,925)
(250)
Totaltaxcredit
(3,632)
(962)
Reconciliation of profit/(loss) before tax to total tax credit recognized
Group
2024 £'000
2023 £'000
Profit/(loss) before tax from continuing operations
15
(7,339)
Profit/(loss) before tax multiplied by the standard rate of corporation tax in the UK of 25% (2023: 23.52%)
4
(1,726)
Tax effect of:
Expenses not deductible
(50)
176
Depreciation in excess of capital allowances
517
395
Capital allowances
(476)
(373)
Other short term timing differences
60
1
R&D tax credit
(731)
(743)
Deferred tax recognised on brought forward losses
(4,215)
(250)
Brought forward losses utilised
1,290
-
Deferred tax not recognised
(7)
1,565
Impact of different foreign tax rates
(24)
(7)
Total tax charge
(3,632)
(962)
Company
2024 £'000
2023 £'000
Loss before tax
(3,327)
(984)
Loss before tax multiplied by the standard rate of corporation tax in the UK of 25% (2023: 23.52%)
(809)
(231)
Tax effect of:
Expenses not deductible
250
198
Other short term timing differences
(1)
1
Deferred tax not recognised
164
32
Losses utilised for group relief
396
-
Total tax charge
-
-
The deferred tax assets and liabilities at 31 December 2024 have been based on the rates substantively enacted at the reporting date. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.
Research and Development (R&D)
The Group uses external professional advisers to support with R&D tax submissions. The impact of such transactions can be uncertain until agreed with the relevant tax authorities.
Deferred tax asset
Group
2024 £'000
2023 £'000
Balance at start of the year
250
250
Credit to the statement of comprehensive income
2,925
250
On disposal of subsidiary
-
(250)
Balance at end of the year
3,175
250
Comprised of: Losses
3,175
250
Total deferred tax asset
3,175
250
Deferred tax assets related to carried-forward tax losses in Oxygen Finance Limited and Playstack Limited have been recognised. The Group has concluded that these assets will be recoverable as these subsidiaries are expected to generate taxable income going forward.
Unutilised tax losses in the Group as at the reporting date were £70,974,000 (2023: £88,928,000).
10. Discontinued operations
On 4 October 2023, the Group disposed of its 54% holding in Vertus and is reported in the current period as a discontinued operation. Financial information relating to the disposal of the subsidiary and discontinued operations for the period to the date of disposal is set out below.
Details of the sale of the subsidiary
£'000
Cash consideration
3,167
Group'sshareofnetassetssold
(3,055)
Related goodwill and separately identifiable assets at date of disposal
(1,451)
Costs of disposal
(20)
Loss on disposal
(1,359)
Results from discontinued operations
2024 £'000
2023 £'000
RevenueExpenses Profit before tax Taxation
- - - -
2,385 (1,935) 450 (23)
Profit after tax
-
427
Other items included within discontinued operations Loss on disposal of Vertus (net of tax) Amortisation of separately identifiable intangible asset Intragroup charges
- - -
(1,359) (38) 7
(Loss)/profit from discontinued operations
-
(963)
Cash flows from discontinued operations
2024 £'000
2023 £'000
Profit before tax from discontinued operations
-
450
Working capital adjustments
-
(1,901)
Cash flows from operating activities
-
(1,451)
Cash flows used in investing activities
-
-
Cash flows from financing activities
-
1,650
Net increase in cash from discontinued operations
-
199
The carrying amount of assets and liabilities as at the date of sale were:
£'000
Non-current assets
23,612
Currentassets
996
Non-currentliabilities
(18,651)
Currentliabilities
(283)
Net Assets
5,674
11. Intangible assets
Client contracts
Softwarelicencesand similar assets
Separately identifiable intangible assets
Goodwill
Total
Group
£'000
£'000
£'000
£'000
£'000
Cost
At 1 January 2024
7,066
8,852
3,315
15,280
34,513
Additions
715
6,084
52
-
6,851
Disposals
-
(97)
-
-
(97)
Exchangedifferences
1
(38)
-
-
(37)
At 31 December 2024
7,782
14,801
3,367
15,280
41,230
Amortisation
At 1 January 2024
(3,392)
(3,409)
(1,887)
-
(8,688)
Charge
(1,327)
(4,616)
(393)
-
(6,336)
Disposals
-
97
-
-
97
Exchangedifferences
-
(30)
-
-
(30)
At 31 December 2024
(4,719)
(7,958)
(2,280)
-
(14,957)
Accumulatedimpairmentlosses
At 1 January 2024
(408)
-
-
-
(408)
At 31 December 2024
(408)
-
-
-
(408)
Net book value
At 31 December 2024
2,655
6,843
1,087
15,280
25,865
At 31 December 2023
3,266
5,443
1,428
15,280
25,417
Client contracts
Software Licences and Similar assets
Separately identifiable intangible assets
Goodwill
Total
Group
£'000
£'000
£'000
£'000
£'000
Cost
At 1 January 2023
6,399
4,773
3,237
16,569
30,978
Additions
852
4,148
333
119
5,452
On disposal of subsidiary
-
(74)
(255)
(1,408)
(1,737)
Disposals
(182)
-
-
-
(182)
Exchangedifferences
(3)
5
-
-
2
At 31 December 2023
7,066
8,852
3,315
15,280
34,513
Amortisation
At 1 January 2023
(2,496)
(2,082)
(1,581)
-
(6,159)
Charge
(1,078)
(1,334)
(519)
-
(2,931)
On disposal of subsidiary
-
12
213
-
225
Disposals
182
-
-
-
182
Exchangedifferences
-
(5)
-
-
(5)
At 31 December 2023
(3,392)
(3,409)
(1,887)
-
(8,688)
Accumulatedimpairmentlosses
At 1 January 2023
(408)
-
-
-
(408)
At 31 December 2023
(408)
-
-
-
(408)
Net book value
At 31 December 2023
3,266
5,443
1,428
15,280
25,417
At 31 December 2022
3,495
2,691
1,656
16,569
24,411
The Company had no intangibles assets at the year end.
Client contracts comprise the directly attributable costs incurred at the beginning of an Early Payment Scheme Service contract to revise a client's existing payment systems and provide access to the Group's software and other intellectual property. These implementation costs are comprised primarily of employee costs.
The useful economic life for each individual asset is deemed to be the term of the underlying Client Contract (generally five years) which has been deemed appropriate and for impairment review purposes, projected cash flows have been discounted over this period.
The amortisation charge is recognised in fee expenses within the statement of comprehensive income, as these costs are incurred directly through activities which generate fee income.
The Group performed an impairment review at 31 December 2024 and there was no impairment in relation to underperforming contracts.
Software, licences and similar assets comprises separately acquired software, as well as costs directly attributable to internally developed platforms across the Group. These directly attributable costs are associated with the production of identifiable and unique software products controlled by the Group and are probable of producing future economic benefits. They primarily include employee costs and directly attributable overheads.
A useful economic life of three to five years has been deemed appropriate and for impairment review purposes projected cash flows have been discounted over this period.
The amortisation charge is recognised in depreciation and amortisation on non-financial assets within the statement of comprehensive income.
The Group performed an impairment review at 31 December 2024 and concluded no impairment was required.
The 'Software, licences and similar assets' net book value balance related to internally generated intangible assets at 31 December 2024 was £6,843,000 (2023: £5,443,000). This consists of cost of £14,801,000 (2023: £8,852,000) and accumulated amortisation of £7,958,000 (2023: £3,409,000). During the year there were additions of £6,084,000 (2023: £4,148,000) and amortisation of
£4,616,000 (2023: £1,334,000).
Goodwill and "Separately identifiable intangible assets" arise from acquisitions made by the Group.
Porge (now Insight Services within OFL)
Porge was acquired by OFGL in August 2018 and goodwill of £2,759,000 that arose from this acquisition was included within the payments services segment of the Group. Following the acquisition, separately identifiable intangible assets of £1,387,000 primarily relating to the value of the contracts in the business at acquisition were recognised. These were amortised over five years to August 2023. Goodwill related to this transaction excluding these assets at 31 December 2024 was £1,372,000 (2023: £1,372,000).
On 31 August 2020, OFL purchased the Trade and Assets of Porge. The purchase price was set at the net book value of the assets acquired at the time of the transaction.
Playstack
In September 2019, the Group converted into ordinary shares its existing convertible loans with Playstack Ltd in full satisfaction and discharge of the loans. This gave the Group ownership of Playstack Ltd and the other companies within the Playstack Group.
Goodwill of £12,965,000 arose from this transaction and has been included within the publishing segment of the business.
Magic Fuel
On 6 June 2022, the Group acquired a 100% equity interest in Magic Fuel Inc ("Magic Fuel"). Goodwill of £2,417,000 arose from this transaction and was included within the publishing segment of the business. Following the acquisition, separately identifiable intangible assets of £1,595,000 relating to the Intellectual Property of the Games in development by Magic Fuel were recognised. These are being amortised over five years resulting in an amortisation charge for the year of £319,000 (2023: £319,000) during the year. Goodwill related to this transaction excluding these assets at 31 December 2024 was £823,000 (2023: £823,000).
bidstats.uk
In November 2023, Oxygen Finance Limited acquired the business of bidstats.uk at a cost of £451,000. Separately identifiable assets of £332,000 have been identified relating to the value of the customer relationships and the technology. There were additions to this asset during the year of £52,000. The asset is being amortised over five years resulting in an amortisation charge for the year of
£74,000. Goodwill of £119,000 has arisen on the acquisition and this will be reviewed annually for impairment. As at 31 December 2024, the net book value of the bidstats.uk assets was £429,000 (2023: £451,000).
Impairment testing of intangibles
An impairment review of goodwill was carried out at the year end.
The insight services segment of OFL was valued using the discounted cash flow methodology. Its net earnings were forecasted to 2028, a discount rate of 10% was used and terminal growth rate of 2%. This valuation was greater than the amount of CGU and therefore the goodwill is not deemed to be impaired.
Playstack was valued using the discounted cash flow methodology. The net earnings of Playstack were forecasted to 2026, a discount rate of 10% was used and terminal growth rate of 3%. Revenue growth was a key assumption and was based on Playstack's pipeline of games over the forecast period. This factors in a number of key projects with platforms and streaming partners. In some instances, revenue projections have been based on amounts outlined in agreed contracts in place with customers, whilst others have been based on progressive discussions with customers and historic sales for games of a similar nature. The valuation of Playstack was greater than the amount of CGU and therefore the goodwill is not deemed to be impaired.
Magic Fuel was valued using the discounted cash flow methodology. It's net earnings along with revenues earned in the rest of the group related to this acquisition were forecasted to 2029, a discount rate of 19% was used and a terminal growth rate of 2%. The valuation of this CGU was greater than the value of goodwill and so was deemed not be impaired.
The impairment review of Magic Fuel is most sensitive to a change in the planned revenue growth and discount rate. A 22% reduction in this growth rate or an increase in the discount rate to 26% could give rise to an impairment charge.
No other reasonable change in the other assumptions set out in this note would result currently in an impairment charge.
12. Property, plant and equipment
Group
Fixtures& fittings £'000
Computerequipment £'000
Right-of-Use Asset £'000
Total £'000
Cost
At 1 January 2024
162
103
276
541
Additions
14
14
387
415
Disposals
(80)
-
(248)
(328)
Exchangedifferences
(4)
1
-
(3)
At 31 December 2024
92
118
415
625
Depreciation
At 1 January 2024
(93)
(74)
(99)
(266)
Charge
(26)
(19)
(167)
(212)
Disposals
64
-
97
161
Exchangedifferences
1
-
-
1
At 31 December 2024
(54)
(93)
(169)
(316)
Net book value
At 31 December 2024
38
25
246
309
At 31 December 2023
69
29
177
275
Fixtures& fittings
Computerequipment
Right-of-Use Asset
Total
Group
£'000
£'000
£'000
£'000
Cost
At 1 January 2023
139
96
276
511
Additions
21
21
-
42
On disposal of subsidiary
-
(13)
-
(13)
Exchangedifferences
2
(1)
-
1
At 31 December 2023
162
103
276
541
Depreciation
At 1 January 2023
(60)
(61)
(44)
(165)
Charge
(32)
(20)
(55)
(107)
On disposal of subsidiary
-
6
-
6
Exchangedifferences
(1)
1
-
-
At 31 December 2023
(93)
(74)
(99)
(266)
Net book value
At 31 December 2023
69
29
177
275
At 31 December 2022
79
34
232
345
13. Investment in subsidiaries
Company
£'000
Balance at
1 January 2024 and 31 December 2024
30,189
Balance at
1 January 2023 and 31 December 2023
30,189
14. Loans and advances
Group
2024 £'000
2023 £'000
Totalloansandadvances
5,166
7,407
Less: loss allowance
(309)
(173)
4,857
7,234
The aging of loans and advances are analysed as follows:
2024 £'000
2023 £'000
Neither past due nor impaired
4,080
7,082
Past due: 0-30 days
730
6
Past due: 31-60 days
36
22
Past due: 61-90 days
11
14
Past due: more than 91 days
-
105
Impaired
-
5
4,857
7,234
Included in loans and advances is an amount of £993,000 with Stormchaser UG. The recoverability is related to future revenues from an unannounced IP. Subsequent to the year end, Stormchaser UG is in liquidation. Once this process is complete, the legal rights of the IP will be transferred to Playstack, at which point in time an intangible asset will be recognised within the Group.
15. Trade and other receivables
Group
Company
2024 £'000
2023 £'000
2024 £'000
2023 £'000
Trade and other receivables
11,647
2,385
-
-
Allowance for credit losses
(500)
-
-
-
Prepayments
2,364
606
39
35
Accrued Income
615
685
-
-
VAT
-
-
22
15
Other debtors
7,208
3,684
4
-
Amounts due from Group Undertakings
-
-
-
111
21,334
7,360
65
161
All receivables are due within one year. The aging of trade receivables is analysed as follows:
Group
Company
2024 £'000
2023 £'000
2024 £'000
2023 £'000
Not yet due
10,935
1,621
-
-
Past due: 0-30 days
183
220
-
-
Past due: 31-60 days
4
146
-
-
Past due: 61-90 days
5
193
-
-
Past due: more than 91 days
520
205
-
-
11,647
2,385
-
-
16. Share capital
Group and Company
Share Captial £'000
Total £'000
105,961,687 shares at £0.91 per share
96,425
96,425
During the year the Company issued 125,000 shares following the exercise of vested options granted to employees of the Group in 2023 (see note 6 for further details). These were issued at £0.66 per share, a discount to par value of £31,000, which has been included in Other Reserves in the Statement of Changes of Equity.
All ordinary shares carry equal entitlements to any distributions by the Company. No dividends were proposed by the Directors for the year ended 31 December 2024.
17. Borrowings
Group
2024 £'000
2023 £'000
Loans due within one year
4,157
6,157
Loans due in over one year
11
1,047
4,168
7,204
Movements in borrowings during the year The below table identifies the movements in borrowings during the year.
Group
£'000
Balance at 1 January 2024
7,204
Funding drawdown
2,615
Interestexpense
576
Origination fees paid
(10)
Repayments
(4,604)
Interestpaid
(423)
Conversion of loan note subsidiary equity
(1,182)
Exchangedifferences
(8)
Balance at 31 December 2024
4,168
Group
£'000
Balance at 1 January 2023
18,547
Funding drawdown
7,619
Interestexpense
557
Origination fees paid
(56)
Repayments
(2,170)
Interestpaid
(416)
Disposal of subsidiary
(16,874)
Exchangedifferences
(3)
Balance at 31 December 2023
7,204
• A revolving credit facility under which one month notice is given by either the lender or borrower. The facility is secured by a fixed and floating charge over Satago SPV1 and interest is payable monthly.
• During the year £1,182,000 of Convertible Loan Notes included in the 2023 balance was converted to equity investment in Satago.
The Company had no borrowings during the period or at year end.
18. Trade and other payables
Group
Company
2024 £'000
2023 £'000
2024 £'000
2023 £'000
Trade payables
754
877
98
19
Accruals and deferred income
20,595
3,626
688
520
Other payables
465
416
2
7
Corporationtax
38
8
-
-
Other taxation and social security
638
506
394
188
VAT
212
99
-
-
Intercompanypayables
-
-
56
-
22,702
5,532
1,238
734
19. Financial instruments
The Directors have performed an assessment of the risks affecting the Group through its use of financial instruments and believe the principal risks to be: capital risk; credit risk, and market risk including interest rate risk.
This note describes the Group's objectives, policies and processes for managing the material risks and the methods used to measure them. The significant accounting policies regarding financial instruments are disclosed in Note 1.
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while providing an adequate return to shareholders.
The capital structure of the Group consists of borrowings disclosed in Note 17 and equity of the Group (comprising issued capital, reserves, retained earnings and non-controlling interests as disclosed in Note 16 and Note 20).
The Group is not subject to any externally imposed capital requirements.
Principal financial instruments
The principal financial instruments to which the Group is party and from which financial instrument risk arises, are as follows:
• Loans and advances, primarily credit risk and liquidity risk
• Trade receivables, primarily credit risk and liquidity risk
• Investments, primarily fair value or market price risk
• Cash and cash equivalents, which can be a source of credit risk but are primarily liquid assets available to further business objectives or to settle liabilities as necessary
• Trade and other payables, and
• Borrowings which are used as sources of funds and to manage liquidity risk.
Analysis of financial instruments
There are no financial assets or liabilities included in the statement of financial position at fair value.
31 December 2024
Financial assets and financial liabilities included in the statement of financial position that are not measured at fair value:
Group
Carrying amount £'000
Fair value £'000
Financial assets not measured at fair value
Loans and advances
4,857
4,857
Trade receivables
11,147
11,147
Other receivables
7,823
7,823
Cash and cash equivalents
14,874
14,874
38,701
38,701
Financial liabilities not measured at fair value
Borrowings
4,168
4,168
Trade, other payables and accruals
17,742
17,742
21,910
21,910
31 December 2023
Group
Carrying amount £'000
Fair value £'000
Financial assets not measured at fair value
Loans and advances
7,234
7,234
Trade receivables
2,385
2,385
Other receivables
4,369
4,369
Cash and cash equivalents
10,140
10,140
24,128
24,128
Financial liabilities not measured at fair value
Borrowings
7,204
7,204
Trade, other payables and accruals
4,889
4,889
12,093
12,093
31 December 2024
Company
Carrying amount £'000
Fair value £'000
Financial assets not measured at fair valueAmounts owed by group undertakings Other receivables Cash and cash equivalents
58,759 26 3,288
58,759 26 3,288
62.073
62.073
Financial liabilities not measured at fair value Trade, other payables and accruals
1,238
1,238
1,238
1,238
31 December 2023
Company
Carrying amount £'000
Fair value £'000
Financial assets not measured at fair value
Amounts owed by group undertakings
59,089
59,089
Other receivables
126
126
Cash and cash equivalents
4,723
4,723
63,938
63,938
Financial liabilities not measured at fair value
Trade, other payables and accruals
734
734
734
734
Loans and advances
Due to the short-term nature of loans and advances and/or expected credit losses recognised, their carrying value is considered to be approximately equal to their fair value.
Trade and other receivables, borrowings, trade and other payables, and accruals
These represent short term receivables and payables and as such their carrying value is considered to be equal to their fair value.
Financial risk management
The Group's activities and the existence of the above financial instruments expose it to a variety of financial risks.
The Board of Directors has overall responsibility for the determination of the Group's risk management objectives and policies. The overall objective of the Board of Directors is to set policies that seek to reduce ongoing risk as far as possible without unduly affecting the Group's competitiveness and flexibility.
The Group is exposed to the following financial risks:
• Credit risk
• Liquidity risk
• Market risk
• Interest rate risk
Further details regarding these policies are set out below.
Credit risk
Credit risk is the risk that a customer or counterparty will default on its contractual obligations resulting in financial loss to the Group. One of the Group's main income generating activities is lending to customers and therefore credit risk is a principal risk. Credit risk mainly arises from loans and advances. The Group considers all elements of credit risk exposure such as counterparty default risk, geographical risk and sector risk for risk management purposes.
Credit risk management
The credit committees within the wider Group are responsible for managing the credit risk by:
• Ensuring that it has appropriate credit risk practices, including an effective system of internal control
• Identifying, assessing and measuring credit risks across the Group from an individual instrument to a portfolio level
• Creating credit policies to protect the Group against the identified risks including the requirements to obtain collateral from borrowers, to perform robust ongoing credit assessment of borrowers and to continually monitor exposures against internal risk limits
• Limiting concentrations of exposure by type of asset, counterparty, industry, credit rating, geographical location
• Establishing a robust control framework regarding the authorisation structure for the approval and renewal of credit facilities
• Developing and maintaining the risk grading to categorise exposures according to the degree of risk of default. Risk grades are subject to regular reviews, and
• Developing and maintaining the processes for measuring Expected Credit Loss ("ECL") including monitoring of credit-risk, incorporation of forward-looking information and the method used to measure ECL.
Significant increase in credit risk
The Group continuously monitors all assets subject to ECL as to whether there has been a significant increase in credit risk since initial recognition, either through a significant increase in Probability of Default ("PD") or in Loss Given Default ("LGD").
The following is based on the procedures adopted by the Group:
Granting of credit
The business development team prepare a risk summary which sets out the rationale and the pricing for the proposed loan facility and confirms that it meets the Group's product risk and pricing policies. The application will include the proposed counterparty's latest financial information and any other relevant information but as a minimum:
• Details of the limit requirement e.g. product, amount, tenor, repayment plan etc.
• Facility purpose or reason for increase
• Counterparty details, background, management, financials and ratios (actuals and forecast)
• Key risks and mitigants for the application
• Conditions, covenants & information (and monitoring proposals) and security (including comments on valuation)
• Pricing
• Confirmation that the proposed exposure falls within risk appetite, and
• Clear indication where the application falls outside of risk appetite.
The credit risk department will analyse the financial information, obtain reports from credit reference agencies, allocate a risk rating and make a decision on the application. The process may require further dialogue with the business development team to ascertain additional information or clarification.
Each mandate holder and committee is authorised to approve loans up to agreed financial limits provided that the risk rating of the counterparty is within agreed parameters. If the financial limit requested is higher than the credit authority of the first reviewer of the loan facility request, the application is sent to the next credit authority level with a recommendation.
The Executive Risk Committee reviews all applications that are outside the credit approval mandate of the mandate holder due to the financial limit requested or if the risk rating is outside of policy but there is a rationale and/or mitigation for considering the loan on an exceptional basis.
Applications where the counterparty has a high risk rating are sent to the Executive Risk Committee for a decision based on a positive recommendation from the credit risk department. Where a limited company has such a risk rating, the Executive Risk Committee will consider the following mitigants:
• Existing counterparty which has met all obligations in time and in accordance with loan agreements
• Counterparty known to Group personnel who can confirm positive experience
• Additional security, either tangible or personal guarantees where there is verifiable evidence of personal net worth
• A commercial rationale for approving the application, although this mitigant will generally be in addition to at least one of the other mitigants.
Identifying significant increases in credit risk
The Group measures a change in a counterparty's credit risk mainly on payment, on updated from credit reference agencies and adverse changes with a counterparty's debtors. The Group views a significant increase in credit risk as:
• A two-notch reduction in the Group's counterparty's risk rating since origination, as notified through the credit rating agency
• A counterparty defaults on a payment due under a loan agreement
• Late contractual payments which although cured, reoccur on a regular basis
• Evidence of a reduction in a counterparty's working capital facilities which has had an adverse effect on its liquidity, or
• Evidence of actual or attempted sales out of trust or of double financing of assets funded by the Group
• Deterioration in the underlying business (held as part of the security package) indicated through significant loss of revenue and higher than average client attrition.
An increase in significant credit risk is identified when any of the above events happen after the date of initial recognition.
Default
Identifying loans and advances in default and credit impaired
The Group's definition of default for this purpose is:
• A counterparty defaults on a payment due under a loan agreement and that payment is overdue on its terms, or
• The collateral that secures, all or in part, the loan agreement has been sold or is otherwise not available for sale and the proceeds have not been paid to the lending company, or
• A counterparty commits an event of default under the terms and conditions of the loan agreement which leads the lending company to believe that the borrower's ability to meet its credit obligations to the lending company is in doubt.
Exposure at default
Exposure at default ("EAD") is the expected loan balance at the point of default and, for the purpose of calculating the Expected Credit Losses ("ECL"), management have assumed this to be the balance at the reporting date.
Expected credit losses
The ECL on an individual loan is based on the credit losses expected to arise over the life of the loan, being defined as the difference between all the contractual cash flows that are due to the Group and the cash flows that it actually expects to receive.
This difference is then discounted at the original effective interest rate on the loan to reflect the disposal period of underlying collateral.
Regardless of the loan status stage, the aggregated ECL is the value that the Group expects to lose on its current loan book having assessed each loan individually.
To calculate the ECL on a loan, the Group considers:
1. Counterparty PD; and
2. LGD on the asset
whereby: ECL = EAD x PD x LGD
Maximum exposure to credit risk
* Calculated using wholesale collateral values
Concentration of credit risk
The Group maintains policies and procedures to manage concentrations of credit at the counterparty level and industry level to achieve a diversified loan portfolio.
Credit quality
An analysis of the Group's credit risk exposure for loan and advances per class of financial asset, internal rating and "stage" is provided in the following tables. A description of the meanings of stages 1, 2 and 3 is given in the accounting policies set out in Note 1.
Risk rating
Stage 1 £'000
Stage 2 £'000
Stage 3 £'000
2024 Total £'000
2023 Total £'000
Above average (risk rating 1-2)
993
-
287
1,280
940
Average (risk rating 3-5)
3,886
-
-
3,886
6,467
Below average (risk rating 6+)
-
-
-
-
-
Gross carrying amount
4,879
-
287
5,166
7,407
Loss allowance
(23)
-
(286)
(309)
(173)
Carrying amount
4,856
-
1
4,857
7,234
Gross Carrying Amount
Stage 1 £'000
Stage 2 £'000
Stage 3 £'000
Total £'000
As at 1 January 2024
7,273
-
134
7,407
Transfer to stage 1
-
-
-
-
Transfer to stage 2
-
-
-
-
Transfer to stage 3
(30)
-
30
-
Net Loans originated
(2,364)
-
123
(2,241)
As at 31 December 2024
4,879
-
287
5,166
Trade receivables
Status at reporting date
The Group has assessed the trade and other receivables in accordance with IFRS 9 and determined that, at the balance sheet date, the lifetime ECL is £500,000 (2023: £nil).
The contractual amount outstanding on financial assets that were written off during the reporting period and are still subject to enforcement activity is £500,000 at 31 December 2024 (2023: £nil).
Liquidity risk
Liquidity risk is the risk that the Group does not have sufficient financial resources to meet its obligations as they fall due or will have to do so at an excessive cost. This risk arises from mismatches in the timing of cash flows which is inherent in all banking operations and can be affected by a range of Group specific and market-wide events.
Liquidity risk management
Group Finance performs treasury management for the Group, with responsibility for the treasury for each business entity being delegated to the individual subsidiaries. However, in line with the wider Group governance structure, Group Finance performs an important oversight role in the wider treasury considerations of the Group. The primary mechanism for maintaining this oversight is a formal requirement that subsidiaries' Finance teams notify all material Treasury matters to Group Finance.
The main Group responsibilities are to maintain banking relationships, manage and maximise the efficiency of the Group's working capital and long-term funding and ensure ongoing compliance with banking arrangements. The Group currently does not have any offsetting arrangements.
Liquidity stress testing
The Group regularly conducts liquidity stress tests, based on a range of different scenarios to ensure it can meet all of its liabilities as they fall due.
Maturity analysis for financial assets and financial liabilities
The following maturity analysis is based on expected gross cash flows.
Market risk
Market risk is the risk that movements in market factors, such as foreign exchange rates, interest rates, credit spreads, equity prices and commodity prices will reduce the TruFin Group's income or the value of its portfolios.
Market risk management
TruFin Group's management objective is to manage and control market risk exposures in order to optimise return on risk while ensuring solvency.
The core market risk management activities are:
• The identification of all key market risk and their drivers
• The independent measurement and evaluation of key market risks and their drivers
• The use of results and estimates as the basis for the TruFin Group's risk/return-oriented management, and
• Monitoring risks and reporting on them.
Interest rate risk management
TruFin Group is exposed to the risk of loss from fluctuations in the future cash flows or fair values of financial instruments because of the change in market interest rates.
Interest rate risk
Interest rates on loans and advances are charged at competitive rates given current market condition. Should rates fluctuate, this will be reviewed and pricing will be adjusted accordingly.
20. Non-controlling interests
The summarised financial information below represents financial information for each subsidiary that has non-controlling interest that are material to the Group. The amounts disclosed for each subsidiary are before intragroup eliminations.
The Group had a 72% (2023: 72%) ownership share of Bandana during the year.
Statement of Financial Position
Bandana
2024 £'000
2023 £'000
Current assets
-
-
Currentliabilities
(5,556)
(5,464)
Equity attributable to owners of the Company
(4,022)
(3,955)
Non-controllinginterests
(1,534)
(1,509)
Income Statement
Bandana
2024 £'000
2023 £'000
Revenue
-
-
Expenses
(92)
-
Lossaftertax
(92)
-
Loss after tax attributable to owners of the Company
(67)
-
Loss after tax attributable to the non-controlling interests
(25)
-
Cash Flow Statement
Bandana
2024 £'000
2023 £'000
Net cash from operating activities
-
-
Net increase in cash and cash equivalents
-
-
Non-controlling interest
Bandana
2024 £'000
2023 £'000
Balance at 1 January
(1,509)
(1,509)
Share of loss for the year
(25)
-
Balance at 31 December
(1,534)
(1,509)
Following additional equity injected into Satago Financial Solutions Limited ("Satago") in December 2024, the Group had a 75% ownership share of Satago. Prior to this, the Group's effective ownership share of ("Satago") was based on the net assets of the Satago Group, and the ownership waterfall following Lloyds Banking Group's £5m investment in Satago in April 2022.
Statement of Financial Position
Satago
2024 £'000
2023 £'000
Current assets
7,756
9,705
Non-currentassets
614
587
Currentliabilities
(556)
(3,606)
Equity attributable to owners of the Company
3,953
2,631
Non-controllinginterests
3,861
4,055
Income Statement
Satago
2024 £'000
2023 £'000
Revenue
1,470
2,523
Expenses
(5,132)
(5,923)
Lossaftertax
(3,662)
(3,400)
Loss after tax attributable to owners of the Company
(2,764)
(2,429)
Loss after tax attributable to the non-controlling interests
(898)
(971)
Cash Flow Statement
Satago
2024 £'000
2023 £'000
Net cash used in operating activities
(2,284)
(4,507)
Net cash used in investing activities
(209)
(275)
Net cash (used in)/generated from financing activities
(1,558)
2,558
Net decrease in cash and cash equivalents
(4,051)
(2,224)
Non-controlling interest
Satago
2024 £'000
2023 £'000
Balance at 1 January
4,055
5,026
Share of loss for the year
(898)
(971)
Arising from change in non-controlling interest
(478)
-
Conversion of loan notes to equity
1,182
-
Balance at 31 December
3,861
4,055
21. Leases
The carrying amounts of the right-of-use assets recognised and the movements during the period are shown in Note 12. The lease liability and movement during the period were:
Group
£'000
Lease liability recognised at 1 January 2024
216
Lease recognised in the year
233
Interest
20
Payments
(198)
Balance at 31 December 2024
271
Group
£'000
Lease liability recognised at 1 January 2023
285
Interest
13
Payments
(82)
Balance at 31 December 2023
216
22. Earnings per share
Earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the year.
The calculation of the basis and adjusted earnings per share is based on the following data:
2024
2023
Number of shares (#) At year end
105,961,687
105,836,687
Weightedaverage
105,902,466
99,770,355
Earnings attributable to ordinary shareholders
£'000
£'000
Profit/(loss) after tax attributable to the owners of TruFin plc
4,840
(6,472)
Adjusted earnings attributable to ordinary shareholders Profit/(loss) after tax attributable to the owners of TruFin plc
4,840
(6,472)
Profit/(loss)aftertaxfromcontinuedoperations
4,840
(5,312)
Profit/(loss)fromdiscontinuedoperations
-
(1,160)
Share-based payments
872
766
Adjusted1profit/(loss) after tax attributable to the owners of TruFin plc
5,712
(4,546)
Earnings per share
Pence
Pence
Basic
4.6
(6.5)
Diluted
4.2
(6.5)
Basic from continuing operations
4.6
(5.3)
Diluted from continuing operations
4.2
(5.3
Adjusted1
5.4
(4.6)
Adjusted1 EPS excludes share-based payment expense and loss from discontinued operations from loss after tax
Diluted EPS includes 8,571,546 share options in TruFin plc (see Note 6 for details) that have been granted to management and employees of the Group.
23. Related party disclosures
Key management personnel disclosures are provided in Notes 5 and 6.
During the year, Playstack made loans to Storm Chaser UG, a company based in Germany. Storm Chaser UG is 100% owned by Storm Chaser Games - an associate company of Playstack (See Note 1). The balance of the loans (including interest) at the reporting date was £993,000 (2023: £940,000).
24. Events after the Reporting Date
There were no reportable events after the Reporting Date.
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