RNS Number : 0525X
TruFin PLC
18 March 2026
18 March 2026
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 2025
TruFin is pleased to announce its audited results for the 12 months ended 31 December 2025. 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 20% to £65.9m (2024: £55.0m)
· Gross profit margin increased to 46% (2024: 45%)
· Adjusted EBITDA1 was £12.6m (2024: £7.6m), a 66% year-on-year improvement
· Adjusted Profit Before Tax1 ("PBT") was £8.4m (2024: PBT of £0.9m), an 848% year-on-year improvement
· Cash and cash equivalents at year end totalled £12.4m
Company Highlights
· Playstack Limited ("Playstack") grew revenue by more than 24% to £55.3m (2024: £44.6m). EBITDA increased 20% to £13.5m (2024: £11.3m)
· Oxygen Finance Limited ("Oxygen") grew revenue by 18% to £9.1m (2024: £7.7m). EBITDA increased 57% to £3.8m (2024: £2.3m)
· Satago Financial Solutions Limited ("Satago") saw revenues decline by 50% to £1.2m (2024: £2.5m) after losing its contract with a Tier-1 Bank in July 2024
· Two share buybacks totalling £8m executed during the year acquiring 7.5m shares at an average price of 106p. Post year end, a further £6m share buyback was announced on 23 January 2026
Current Trading and Prospects
· Group revenue for the two months ended 28 February 2026 are tracking in line with the Board's expectations at not less than £9.3m (unaudited)
· Playstack was named UK Interactive Entertainment's Publisher of the Year for the second successive year in March 2026. Playstack expects to release 8 titles in 2026 including the hotly anticipated Mortal Shell II and Raccoin
· Oxygen's revenue to 28 February 2026 grew 16% when compared to the same period in 2025
· Due to strong growth in technology and servicing recurring subscription fees, Satago's revenue to 28 February 2026 grew 140% when compared to the same period in 2025
Notes
1 Excluding share-based payment charges
James van den Bergh, TruFin CEO, said:
"Having once again significantly outperformed market expectations in 2025, including issuing multiple earnings upgrades during the year, it is a pleasure to present another exceptional set of annual results.
Twelve months ago, we highlighted the Group's strong cash generation, excess capital and our focus on maintaining a disciplined approach to capital allocation. Since then, we have clearly articulated our capital allocation philosophy: the Board prioritises funding all high-return organic investment opportunities across the Group while maintaining appropriate liquidity and balance sheet strength. Where capital exceeds these requirements, and no superior acquisition opportunities are available, the Board will consider returning surplus capital to shareholders. Share buybacks will be undertaken when the Company's shares trade at a discount to the Board's internally assessed intrinsic value.
This framework ensures capital is deployed only where it can achieve the highest risk-adjusted returns and reflects the Board's consistent and disciplined approach to capital since IPO. Guided by this philosophy, it was particularly pleasing to initiate two share buyback programmes totalling £8m during 2025, which the Board believes will enhance returns for shareholders who remain invested in the Group.
As 2025 began, one challenge loomed large: TruFin's exceptional 2024 was going to be difficult to surpass. 2024 was the year Playstack launched Balatro, the indie phenomenon, fuelling a hard to beat financial performance. Oxygen's stellar 2024 was similarly tough to repeat, particularly with the 'once-in-a-generation' Procurement Act coming into force in the first half of 2025. In addition, Satago had earned significant revenue from Lloyds in early 2024, before the bank terminated its contract in July 2024; 2025 would require painful streamlining and preparation for the next phase of growth. Not an easy backdrop.
Despite these challenges, the Group surpassed all expectations, growing revenues by 20% to £65.9m and, equally impressively, growing adjusted EBITDA by 66% to £12.6m. This performance highlights what we have long said: the Group has significant embedded operational leverage.
Once again, every key line item - from revenue to EBITDA, EBIT and dividends received from subsidiaries - has grown. The business is scaling while returning cash to its owners-a compelling combination. Particularly notable is the operating leverage delivered during the year, with adjusted EBITDA up by 66% and adjusted EBIT increasing by 699%.
At subsidiary level, performance has been equally pleasing. Last year we highlighted that Playstack is 'a diversified and profitable business with a repeatable and scalable model'. We were therefore unsurprised-though very pleased-by its 2025 performance. Playstack's game 'hit ratio' remains above 85%, and early data from launches planned in 2026 gives the Board immense confidence.
For Oxygen, the long-awaited Procurement Act was always going to impact local authority procurement; exactly how was difficult to predict. Regardless, with more than 90% of the next five years' revenue already contracted from existing customers, Oxygen was well positioned to weather the inevitable disruption, delivering a 55% increase in EBITDA. It is now clear that activity is returning to normal. With calmer conditions ahead, the Board expects Oxygen to deliver strongly for shareholders again in 2026.
Satago's cost base was substantially reset during 2024 and 2025, allowing the business to exit the year with renewed confidence. Satago's partners are among the strongest in the market, its pipeline remains robust, and as it refocuses on maximising value for existing partners it enters 2026 in a far stronger position.
With such a confident backdrop, in January 2026 the Board again elected to repurchase shares, initiating a further £6m buyback programme. The third in 12 months. This provides liquidity for shareholders who have supported the Group over time while increasing ownership for those who remain invested in our growing and cash-generative Group. Our straightforward capital allocation framework has resonated with shareholders, and we will continue to adhere to it rigorously as we seek to maximise long-term shareholder value.
Despite the ongoing uncertainty in the Middle East and resulting volatility in energy prices, TruFin continues to scale profitably and is expected to remain highly cash-generative in the years ahead. Once again, I would like to thank our shareholders for their continued and unfailing support."
For further information, please contact:
TruFin plc James 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
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 mobile 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
The operating environment in 2025 remained demanding. While inflationary pressures eased and financial markets showed greater stability, economic growth in the UK was subdued and business confidence cautious. Ongoing geopolitical tensions and fiscal uncertainty continued to influence investment decisions, reinforcing the importance of resilience, diversification and sound governance.
Against this backdrop, TruFin delivered a strong performance and continued to make progress as a profitable, cash-generative group. Following the transition to profitability in 2024, the Board's focus during 2025 was on ensuring that earnings quality, balance sheet strength and capital discipline were sustained as the Group continued to scale.
The performance across the Group's subsidiaries was encouraging. Oxygen once again demonstrated the benefits of a highly predictable revenue model and long-term client relationships, generating consistent profits and cash. Satago undertook a necessary period of adjustment following the loss of a significant contract, taking decisive action to realign its cost base while preserving the core capabilities of the business. Playstack continued to benefit from prior investment in people, technology and content, with its growing portfolio reinforcing the value of a patient, long-term approach.
At a Group level, profitability improved further and cash generation remained robust. The balance sheet ended the year in a strong position, with all subsidiaries fully funded and the Group retaining significant flexibility.
Capital allocation remained a central focus for the Board throughout the year. During 2025, the Group initiated two share buyback programmes. These reflected the Board's assessment that TruFin held capital in excess of its near-term operational and investment requirements, that high-return organic opportunities across the portfolio were appropriately funded, and that the Company's shares were trading at a material discount to the Board's assessment of intrinsic value.
The decision to proceed with the buybacks aimed to enhance long-term shareholder returns by reducing share capital. These actions exemplify the Board's disciplined approach to capital allocation: reinvesting where returns are compelling, maintaining financial resilience, and returning capital to shareholders when it represents the most attractive use of funds. This approach is consistent with the Board's actions since IPO, including prior capital returns undertaken when similar conditions have been met.
An important characteristic of the Group's strategy is its ownership mindset. TruFin seeks to build businesses that are well invested, operationally robust and capable of generating sustainable cash flows. They are not managed to optimise short-term exit value, but to stand on their own merits. This provides confidence both to potential future owners and to shareholders that value is being built patiently and responsibly.
Looking ahead, while the external environment remains uncertain, the Board believes the Group is well positioned. TruFin benefits from a diversified revenue base, experienced management teams and a clear strategic framework. The Board remains confident in the Group's ability to continue delivering long-term shareholder value.
I would like to thank my fellow Board members, the management teams across the Group and all employees for their continued commitment during the year. I also thank our shareholders for their ongoing support.
Steve Baldwin
Chair
CEO'S REVIEW
Overview
2025 represented a shift in emphasis for TruFin. With profitability established in 2024, the Group moved on to strengthening the quality and durability of earnings across its businesses, while maintaining disciplined capital allocation.
TruFin has made solid progress towards these objectives, resulting in the Group initiating further share repurchases during the year - its third and fourth returns of capital to shareholders since IPO. The first was completed via a tender offer in May 2019 at 92p. In 2025 the Company bought back 7.5m shares at an average price of 106p over two share buyback programmes.
Importantly, the year saw TruFin balance near-term execution with longer-term investment. We continued to invest in technology, people and platforms, while remaining firmly focused on returns on invested capital and cash generation. This approach underpins TruFin's long-term strategy of building scalable, profitable businesses capable of delivering sustained shareholder value.
We have always invested with this permanent-ownership mindset. Our subsidiaries are not 'primed for sale'. Future owners can acquire them knowing that we have never compromised long-term value for short-term gain. This approach allows us to hold each subsidiary as a robust, cash-generative asset until they are appropriately valued by prospective owners.
2025 Group performance
Group revenue increased to £65.9m in 2025, with 99% of revenues derived from recurring software, subscription, game and licensing income. This continued the Group's strategic pivot away from capital-intensive lending activities and towards higher-quality, repeatable revenue streams with strong margin characteristics.
At the Group level, profitability improved year-on-year, reflecting both revenue growth and the benefits of embedded operating leverage as prior investment programmes matured. Adjusted EBITDA increased 66% to £12.6m and adjusted PBT increased 848% to £8.4m. Cash generation remained robust, further strengthening the balance sheet and providing the Board with increased flexibility in capital allocation decisions.
Oxygen delivered another strong year, reinforcing its position as the UK market leader in Early Payment and public sector procurement intelligence. Revenue grew to £9.1m, representing 18% year-on-year growth, while EBITDA increased to £3.8m, up 67% on the prior year. Impressively, EBIT rose 383%, to £2.1m, reflecting the business model's inherent operating leverage.
Oxygen's excellent performance was driven by continued growth in its core Early Payment programmes, underpinned by long-term client relationships and a highly predictable recurring revenue base. During the year, Oxygen secured four new Early Payment clients and successfully renewed seven client contracts, achieving 100% client retention and ending the year with a record 65 Early Payment clients and an average committed client tenure of 7.7 years.
What a business!
During 2025, the implementation of the UK's Procurement Act introduced a period of transition in local government sourcing, which originates significant spend for Early Payment programmes. This impacted the timing of certain onboarding decisions during the year, but did not affect underlying demand. Oxygen's value-led proposition, long-standing client relationships and diversified revenue streams ensured that momentum was maintained and that the business continued to deliver dependable growth across its key financial and operational metrics.
Oxygen's cash-generative nature was again evident. This enabled the subsidiary to pay the Group a dividend of £2.5m during the year - almost double the distribution made in 2024 - while continuing to invest in technology, people and service delivery.
The Board remains highly confident in Oxygen's outlook. The business benefits from significant barriers to entry, deep domain expertise and a robust, proprietary technology platform. As the Procurement Act bedding-in period passes, Oxygen is well positioned to benefit from normalised onboarding activity, continued growth in signed spend and the expansion of its Software as a Service ("Saas") and Insights market intelligence offerings.
2025 was another record-breaking year for Playstack. With revenues up 24% to £55.3m and EBITDA increasing 20% to £13.5m. The year was driven by exceptional catalogue performance, most notably Abiotic Factor and Balatro, alongside the successful launch of new titles, while meaningful progress was made in building a deep pipeline for future growth.
Importantly, the new game launches in 2025 are all on track to return their invested capital. Ensuring Playstack's 'hit ratio' (the percentage of games that generate a positive return on external development costs) remains above 85%. Playstack's Return on Invested Development Capital ("ROIDC") across its entire console portfolio exceeds 300%, with an Internal Rate of Return ("IRR") of more than 180%.
With more than 20 million new downloads during the year, Playstack is exceptionally well positioned to build on this momentum in 2026 and beyond.
This was a year of transition for Satago. Following the unexpected loss of a major Tier-1 banking contract in 2024, stabilisation, cost realignment and repositioning the business for sustainable growth were key.
During the year, the Satago team executed a significant restructuring programme, materially reducing the cost base while maintaining operational continuity and service quality. These difficult but necessary actions have produced a leaner, more focused organisation aligned to current opportunities.
Alongside this reset, Satago continued to invest in its platform and embedded finance proposition. The upgrades completed during the Tier-1 bank integration have enhanced the technology's flexibility and scalability; early traction with new, forward-thinking partners has been encouraging.
While Satago remains in a rebuilding phase, the business exits 2025 on a far more resilient footing. With a streamlined cost structure and clearer strategic focus, Satago is positioned to achieve profitability.
The Group ended the year with a cash balance of £12.4m providing a strong financial foundation. All subsidiaries remain fully funded.
Current trading and prospects
The Group has made a positive start to 2026, with trading across the portfolio tracking Board expectations. Group revenues for January and February are expected to be more than £9m.
As the Group scales, disciplined execution remains paramount. We continue to monitor performance through a data-led lens, prioritising metrics such as margins, cash conversion, returns on invested capital and internal rates of return. This approach ensures that profitable growth is sustainable.
With an exciting pipeline of game launches from Playstack, continued growth at Oxygen and renewed momentum at Satago, the Group is well positioned for the year ahead.
Outlook
With 2024 marking the transition to profitability and 2025 demonstrating improved profitability and resilience, TruFin is entering its next phase of development with confidence.
The Group is well capitalised, its businesses are operationally robust and the Board has unprecedented flexibility in allocating capital. This allows continued organic investment, the potential for targeted acquisitions and, where appropriate, returning excess capital to shareholders.
TruFin has built a reputation for doing what it says it will do. By remaining focused on disciplined capital allocation, high-quality recurring revenues and building exceptional teams, we believe the Group is set to keep delivering long-term shareholder value.
On behalf of the Board, I would like to once again thank our employees, partners and customers for their continued commitment, and our shareholders for their ongoing support.
OXYGEN REVIEW
2025 performance
2025 was another record-breaking year for Oxygen Finance, with revenues increasing 18% to £9.1m (2024: £7.7m). Growth across Early Payment, SaaS and Partnerships drove significant improvement in profitability, with EBIT rising to £2.1m (+383%) and EBITDA to £3.8m (+67%). Strong cash generation enabled a dividend of £2.5m to be returned to shareholders (2024: £1.3m), alongside continued investment in our platform to drive future growth.
Oxygen has continued to strengthen its dominant position in the local government market, securing new clients and renewing all early payment client contracts falling due during the year, maintaining its 100% renewal rate. At the end of 2025, the average Early Payment Programme client tenure - a key indicator of customer loyalty and Oxygen's contract renewal success - had reached 7.7 years (2024: 7.6 years), further strengthening Oxygen's recurring revenue streams.
Revenue increased from Oxygen's existing client base both through Early Payment Programme growth and incremental Partnership services, demonstrating the strength of client relationships. Over 60% of Early Payment local government clients now purchase at least one other product (2024: 48%), with cross-selling revenues growing by 200% during the year.
Early Payment Programme transacted volumes reached a record £1.4bn across 5,862 participating suppliers in 2025 (2024: £1.2bn across 4,919 suppliers). £16.2m (2024: £13.7m) of rebates were generated for public sector clients, bringing the cumulative total delivered since inception to over £80m. Oxygen's SaaS portfolio also continued to perform strongly, with its Insights product retaining its position as the market-leading provider of procurement intelligence to the UK public sector, supported by continued investment in AI-enabled data capture and analytics. The acquisition of BidStats in 2023 is now fully embedded within Oxygen's go‑to‑market strategy, achieving full cash payback within two years.
The business continues to generate substantial social value through its FreePay programme, with £0.9bn paid early to local micro suppliers free of charge, taking the total since inception to £3.6bn.
Current trading and prospects
The strong fundamentals and operating leverage of the business provide confidence that sustained revenue growth and profitability will continue. More than 98% of forecast 2026 Early Payment revenue is expected to be generated from existing clients providing high visibility, while continued growth in net signed spend supports future transacted volumes.
Ongoing fiscal pressures within local government reinforce the relevance of Early Payment as a non-debt source of incremental income and supplier support. As last year's UK Procurement Act beds in and procurement activity normalises, we expect supplier onboarding and spend flows to strengthen further.
Demand for high-quality public sector sales intelligence remains robust, as increasing competition for public contracts drives the need for better data and earlier engagement. The scale of our dataset, continued investment in AI and automation, and the breadth of our client relationships position Oxygen strongly for continued expansion. Partnerships remain an important contributor to growth, extending the value delivered to clients while allowing us to remain focused on our core propositions.
By maintaining disciplined execution and investing selectively in talent and technology, Oxygen is well placed to continue delivering sustainable growth and strong returns in 2026 and beyond.
SATAGO REVIEW
2025 performance
Satago stabilised its business operations during 2025 following the significant cost reductions implemented in the second half of 2024.
Revenue decreased 50% to £1.2m (2024: £2.5m), reflecting the planned transition away from its own lending activities and the remaining impact of its terminated primary LaaS partner contract in 2024.
The more efficient use of resources resulted in a 45% reduction in operating costs of £3.6m (2024: £6.4m) and a 47% fall in overall net losses to £2.6m (2024: £4.8m).
Satago remains focused on its two primary propositions: cashflow management (and related technology solutions), and its core LaaS offering.
Cashflow management is typically distributed via strategic partners and subscription revenue grew 69% to £0.7m (2024: £0.4m). This growth is expected to accelerate in 2026.
Satago remains confident in the LaaS proposition which saw servicing revenues increasing 236% to £0.2m in 2025 (2024: £0.1m). This proposition is unique in the UK market in combining a fully digitised, cost-efficient working capital solution with a unique distribution model via Satago's embedded offering. Satago continues to build its LaaS pipeline and now expects to onboard several new strategic partners in 2026.
Satago remains focused on achieving monthly EBITDA profitability in 2026.
Current trading and prospects
Satago has completed its planned transition away from own-book lending to focus on providing technology and servicing to its finance partners under the LaaS model.
The model allows banks and specialist lenders to offer their customers a leading invoice finance solution through both traditional and embedded channels. Satago is now in the final stages of onboarding a new partner to provide single and whole book finance via its embedded offering, building on the success of its first partnership with Distribution Finance Capital plc in 2025.
Satago has also signed two new contracts as part of its cashflow management proposition, one for the provision of credit data services.
Subscription revenue to the end of February 2026 grew 140% when compared to the same period in 2025.
TruFin remains fully supportive of Satago's strategy and its focus on providing leading technology solutions.
PLAYSTACK REVIEW
2025 performance
2025 has been a phenomenal year for Playstack, with strong performances by both its games catalogue and innovative new releases.
Abiotic Factor and Balatro, both reviewed as 'overwhelmingly positive' on the Steam marketplace, sold in record numbers in 2025. Abiotic Factor benefitted from three major downloadable content updates, plus other continuous updates, while Balatro was boosted by 25 collaborative partnerships with other leading games IP and ongoing popularity of the game's mobile version, one of the highest performing premium mobile titles of 2025.
Playstack also released several new titles during 2025, most notably VOID/BREAKER. This was released via Early Access on Steam and the Microsoft store in August 2025, underpinned by a Game Pass subscription partnership. Meanwhile UNBEATABLE launched successfully in December 2025.
Alongside maximising existing title performance, and new releases Playstack also invested resources to build an extensive pipeline of titles scheduled for release in 2026 and 2027 alongside new commercial partnerships to provide significant benefit in 2026 and beyond.
Playstack performed financially and creatively in 2025. It grew full-year Profit Before Tax 59% to £12.2m (2024: £7.7m), while continuing to earn accolades and awards from across the industry. These included a notable win of Debut Game for Balatro at the BAFTA Games Awards 2025, and a second, successive naming of Playstack as UK Interactive Entertainment's Publisher of the Year.
Remarkably, Playstack has improved on all key metrics in 2025, with 20 million new installs of its games and over 150 million hours played in the year. The combined Playstack catalogue has now exceeded $100m in lifetime revenues on Steam.
Current trading and prospects
During 2026, Playstack will introduce the much-anticipated Mortal Shell II to global audiences on PC, PlayStation and Xbox. The game's announcement opened the show at the prestigious Summer Game Fest in June 2025 and set new records for the most wish lists accrued by a Playstack game in a single day.
Playstack's discovery team have continued to go from strength-to-strength, securing the full 2026 line-up as well as key strategic titles for 2027.
Catalogue performance remains key for 2026, with high expectations on the ongoing management of Balatro and Abiotic Factor, the premium release of The Case of the Golden Idol on iOS and Android and the first major DLC release for 2023's hit title The Last Faith.
Playstack has consolidated its position as a leader in the games industry, reinforcing its strong foundations for sustained growth in the years ahead.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Notes
2025 £'000
2024 £'000
Interestincome
3
769
1,246
Feeincome
3
10,103
9,163
Publishingincome
3
55,046
44,544
Grossrevenue
3
65,918
54,953
Interest, fee and publishing expenses
(35,466)
(30,320)
Netrevenue
30,452
24,633
Staffcosts
5
(13,282)
(12,898)
Otheroperatingexpenses
(4,763)
(5,723)
Depreciation & amortisation
(3,066)
(5,221)
Net impairment on financial assets
7
(1,734)
(776)
Profit before tax
7,607
15
Taxation
2, 9
3,941
3,632
Profit for the year
11,548
3,647
Othercomprehensiveincome Items that may be reclassified subsequently to profit and loss Exchange differences on translating foreign operations
Current assets Cash and cash equivalents Loans and advances Trade receivables Otherreceivables
13 14 14
12,355 27 4,703 11,501
14,874 4,857 11,147 10,187
Total current assets
28,586
41,065
Total assets
62,339
70,414
Equity and liabilities Equity Issued share capital Retained earnings Foreignexchangereserve Other reserves
15
89,782 (9,783) 286 (30,708)
96,425 (24,447) (14) (29,830)
Equity attributable to owners of the company
49,577
42,134
Non-controllinginterest
19
(1,405)
1,410
Total equity
48,172
43,544
Liabilities Non-current liabilities Borrowings
16
-
11
Total non-current liabilities
-
11
Current liabilities Borrowings Trade and other payables
16 17
3 14,164
4,157 22,702
Total current liabilities
14,167
26,859
Total liabilities
14,167
26,870
Total equity and liabilities
62,339
70,414
COMPANY STATEMENT OF FINANCIAL POSITION
Notes
2025 £'000
2024 £'000
Assets
Non-current assets
Property, plantand equipment
7
2
Investments in subsidiaries
12
30,189
30,189
Amountsowedbygroup undertakings
49,519
58,759
Total non-current assets
79,715
88,950
Current assets
Cash and cash equivalents
2,600
3,288
Trade and other receivables
14
59
65
Total current assets
2,559
3,353
Total assets
82,374
92,303
Equityandliabilities
Equity
Issued share capital
15
89,782
96,425
Retained earnings
(13,444)
(9,127)
Other reserves
3,706
3,767
Total equity
80,044
91,065
Liabilities
Current liabilities
Trade and other payables
17
2,330
1,238
Total current liabilities
2,330
1,238
Total liabilities
2,330
1,238
Total equity and liabilities
82,374
92,303
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Capital
Retained Earnings
Foreign exchange reserve
Other reserves
Total
Non-controlling interest
Total equity
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Balanceat1January2025
96,425
(24,447)
(14)
(29,830)
42,134
1,410
43,544
Profit for the year
-
11,640
-
-
11,640
(92)
11,548
Other comprehensive income for the year
-
-
324
-
324
17
341
Totalcomprehensiveincomefor theyear
-
11,640
324
-
11,964
(75)
11,889
Issuance of shares
208
(147)
-
(61)
-
-
-
Share-based payment
-
798
-
-
798
-
798
Share buyback
(6,851)
(1,208)
-
-
(8,059)
-
(8,059)
Disposal of subsidiary
-
6,810
(24)
(6,786)
-
-
-
Change in non-controlling interest
-
(3,229)
-
5,969
2,740
(2,740)
-
Balance at 31 December 2025
89,782
(9,783)
286
(30,708)
49,577
(1,405)
48,172
Balanceat1January2024
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)
Totalcomprehensiveincomefor theyear
-
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
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 2025 it was a debit balance of £40,145,000 (2024: £33,358,000). The movement in the merger reserve arose from the disposal of a subsidiary in the year.
The share revaluation reserve arose from the share cancellation that took place in February 2018. As at 31 December 2025 its balance was £8,966,000 (2024: £8,966,000).
Shares issued at a discount arose from share issuances in 2022, 2023, 2024 and 2025. As at 31 December 2025 its balance was £5,260,000 (2024: £5,199,000). See Note 15 for further information.
Non-Controlling Interest
The non-controlling interest relates to the minority interest held in Playstack Limited, 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
Total Equity
£'000
£'000
£'000
£'000
Balanceat1January2025
96,425
(9,127)
3,767
91,065
Totalcomprehensivelossfortheyear
-
(3,760)
-
(3,760)
Issuance of shares
208
(147)
(61)
-
Share-based payment
-
798
-
798
Share buyback
(6,851)
(1,208)
-
(8,059)
Balance at 31 December 2025
89,782
(13,444)
3,706
80,044
Balanceat1January2024
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
CONSOLIDATED STATEMENT OF CASH FLOWS
Notes
2025 £'000
2024 £'000
Cash flows from operating activities
Profit before tax
7,607
15
Adjustmentsfor
Depreciation of property, plant and equipment
183
212
Amortisation of intangible assets
3,977
6,336
Share-based payments
798
872
Finance costs
114
595
Impairment of financial assets
1,734
-
Loss on disposal of fixed assets
44
13
Loss on disposal of subsidiary
40
-
14,497
8,043
Working capital adjustments
Movement in loans and advances
3,819
2,377
Decrease/(increase) in trade and other receivables
4,065
(13,927)
(Decrease)/increase in trade and other payables
(8,335)
17,085
(451)
5,535
Tax credit received
409
690
Interest and finance costs
(173)
(423)
Net cash generated from operating activities
14,282
13,845
Cashflowsfrom investingactivities:
Additions to intangible assets
(4,638)
(6,851)
Additions to property, plant and equipment
(23)
(28)
Acquisition of subsidiaries
(1)
(8)
Cash in subsidiary on disposal
(8)
-
Netcash usedin investing activities
(4,670)
(6,887)
Cashflowsfromfinancingactivities:
Share buybacks
(8,059)
-
Netborrowings
16
(4,108)
(1,999)
Leasepayments
(182)
(197)
Net cash used in financing activities
(12,349)
(2,196)
Net(decrease)/increaseincashandcashequivalents
(2,737)
4,762
Cashandcashequivalents at beginningof theyear
14,874
10,140
Effect of foreign exchange rate changes
218
(28)
Cash and cash equivalents at end of the year
12,355
14,874
COMPANY STATEMENT OF CASH FLOWS
2025 £'000
2024 £'000
Cash flows from operating activities
Loss before income tax
(4,102)
(3,237)
Adjustmentsfor:
Depreciation of property, plant and equipment
2
2
Interestincome
(126)
(149)
Share-based payments
798
872
Working capital adjustments
(3,428)
(2,512)
(Increase)/decrease in trade and other receivables
(41)
146
Increasein tradeandotherpayables
1,138
448
1,097
594
Taxreceived
342
-
Interest received
127
155
Net cash used in operating activities
(1,862)
(1,763)
Cashflowsfrom investingactivities
Intragrouploanscashadvanced
(14,479)
(4,298)
Intragrouploanscashreceived
23,936
4,567
Additions to property, plant and equipment
(7)
(2)
Net cash generated from investing activities
9,450
267
Cashflowsfromfinancingactivities Share buybacks
(8,059)
-
Net cash generated from financing activities
(8,059)
-
Netdecreaseincashandcashequivalents
(471)
(1,496)
Cashandcashequivalents at beginningof theyear
3,288
4,723
Effect of foreign exchange rate changes
(217)
61
Cash and cash equivalents at end of the year
2,600
3,288
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 55-56. The principal activities of the Group are the provision of invoice finance software and SaaS products, early payment services and video 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 in 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 55-56, 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
Registered address
Nature of the business
% voting rights and shares held
26 New Street, St Helier,
TruFinHoldingsLimited("THL")
Jersey
JerseyJE23RA
Holding Company
100% of ordinary shares
Satago Financial Solutions Limited
("Satago")(togetherwithSatago
120 Regent Street,
SPV1,SatagoSPV2andSatago
London, United Kingdom,
Provision of short term
Poland) ("Satago Group")
UK
W1B5FE
finance
98% of ordinary shares
120 Regent Street,
London, United Kingdom,
Provision of short term
Satago SPV 1 Limited ("Satago SPV 1")
UK
W1B5FE
finance
98% of ordinary shares
120 Regent Street,
London, United Kingdom,
Provision of short term
Satago SPV 2 Limited ("Satago SPV 2")
UK
W1B5FE
finance
98% of ordinary shares
32-023 Krakow ul. Sw
Provision of short term
Satagoz.o.o(SatagoPoland)
Poland
Krzyza 19/6 Poland
finance
98% of ordinary shares
1st Floor Enterprise House,
Oxygen Finance Group Limited ("OFGL")
115EdmundStreet,
(together with OFL, OBFL and OFAI)
Birmingham, United
("Oxygen")
UK
Kingdom, B3 2HJ
Holding Company
88% of ordinary shares*
1st Floor Enterprise House,
115EdmundStreet,
Birmingham, United
Provision of early
Oxygen Finance Limited ("OFL")
UK
Kingdom, B3 2HJ
paymentservices
88% of ordinary shares*
1st Floor Enterprise House,
115EdmundStreet,
Birmingham, United
Oxygen Business Finance Limited ("OBFL")
UK
Kingdom, B3 2HJ
Nottrading
88% of ordinary shares*
120 Regent Street,
London, United Kingdom,
Provision of technology
TruFin Software Limited ("TSL")
UK
W1B5FE
services
100% of ordinary shares
56a Poland Street,
London, United Kingdom,
Publishing of computer
Playstack Limited ("Playstack")**
UK
W1F7NN
games
100% of ordinary shares
56a Poland Street,
London, United Kingdom,
Publishing of computer
Bandana Media Limited ("Bandana")**
UK
W1F7NN
games
75% of ordinary shares
56a Poland Street,
London, United Kingdom,
Business and domestic
PlayIgnite Ltd ("PlayIgnite")**
UK
W1F7NN
softwaredeveloper
100% of ordinary shares
Publishingactivitiesin
Kamienna21,31-403
the field of computer
Playstack z.o.o ("PS Poland")**
Poland
Krakow, Poland
games
100% of ordinary shares
Publishingactivitiesin
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
PlaystackInc("PlaystackUSA")**
USA
DE19958
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
software developer
100% of ordinary shares
Magic Fuel Inc ("Magic Fuel")
USA
5424 Sunol Blvd Ste 10 PMB 1021, Pleasanton, CA 94566-7705
Game developer
100% of ordinary shares
* Nominal ownership of these companies is 88% 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")
On 22 August 2025, the Group disposed of its 90% ownership of Oxygen Finance Americas Inc ("OFAI").
Material accounting policies
The material 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 2025, the Group had a cash balance of £12.4m and net current assets of £14.4m. 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 2027.
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. The current forecasts include the ongoing £6m share buyback, and the 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, Lending as a Service, 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.
Lending as a Service
Satago provides a platform that enables partners to offer Invoice Finance solutions to their client bases, with optional servicing support.
Servicing fees are charged monthly to finance partners who use Satago's servicing support and is typically based on the performance of the underlying assets. This is recognised monthly in line with Satago's performance obligations.
Licence and technology fees are fixed fees charged to finance partners to the use of the Satago platform. These are received in arrears and recognised during the month in which they relate.
Introducer fees are billed to the finance partner when Satago facilitates the introduction, and the fees are recognised on a monthly basis.
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 focused 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.
Mobile revenue
Mobile 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.
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.
EPPS projects
EPPS projects 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
EPPS projects
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 18 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 18 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 the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, a deferred tax liability is not recognised if the temporary difference arises from the initial recognition of goodwill. However, the initial recognition exemption does not apply to transactions in which both deductible and taxable temporary differences arise on initial recognition that result in the recognition of equal deferred tax assets and liabilities.
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: Satago, Oxygen, Playstack 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.
R&D Expenditure Credit
R&D Expenditure Credits are accounted for as a government grant under IAS 20 and recognised in the income statement offset against other operating expenses in the period to which the claim relates.
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. Lease liabilities are presented within "Trade and other payables".
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 10.
• 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 and Playstack 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 18 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 10.
Impairment of investment in subsidiary and recoverability of amounts owed by Group undertakings
The Company's investment in its subsidiary and amounts owed by the subsidiary to the Company are 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 10.
3. Gross revenue
4. Segmental reporting
The results of the Group are broken down into segments based on the Group from which it derives its revenue:
Satago
Provision of distribution finance products and invoice discounting. For results during the reporting period, this corresponds to the results of Satago.
Oxygen
Provision of Early Payment Programme Services. For results during the reporting period, this corresponds to the results of Oxygen.
Playstack
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:
Yearended 31 December2025
Satago £'000
Oxygen £'000
Playstack £'000
Other £'000
Total £'000
Grossrevenue
1,248
9,111
55,253
306
65,918
Cost of sales
(247)
(1,094)
(34,125)
-
(35,466)
Net revenue
1,001
8,017
21,128
306
30,452
Adjusted (loss)/profit before tax*
(2,577)
2,137
12,104
(3,259)
8,405
(Loss)/profit before tax
(2,577)
2,137
12,104
(4,057)
7,607
Taxation
117
2,002
1,822
-
3,941
(Loss)/profit for the year
(2,460)
4,139
13,926
(4,057)
11,548
Totalassets
3,376
10,494
45,802
2,667
62,339
Totalliabilities
(296)
(2,236)
(9,320)
(2,315)
(14,167)
Net assets
3,080
8,258
36,482
352
48,172
* adjusted loss before tax excludes share-based payment expense
Yearended 31 December2024
Satago £'000
Oxygen £'000
Playstack £'000
Other £'000
Total £'000
Grossrevenue
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 before tax*
(4,845)
462
7,735
(2,465)
887
Loss/(profit) before tax
(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
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:
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:
2025 Number
2024 Number
Management
13
14
Finance
9
11
Sales & marketing
29
40
Operations
62
64
Technology
51
59
164
188
Directors' emoluments
The number of directors who received share options during the year was as follows:
2025 Number
2024 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
Bonus
MIP award
Consultancy fees
Pensionand benefits
2025 Total
2024 Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Executive Directors: J van den Bergh
256
316
465
-
10
1,047
521
256
316
465
-
10
1,047
521
Non-executiveDirectors:S Baldwin
100
-
-
-
-
100
100
PJudd
70
-
-
-
-
70
70
S Brennan
13
-
-
12
-
25
-
PDentskevich
48
-
-
-
-
48
60
A Wilhelmsen
-
-
-
-
-
-
-
231
-
-
12
-
243
230
Management incentive plan ("MIP") award relate to contractual payments, that were payable under the Company's Return of Value plan.
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:
2025 £'000
2024 £'000
Service Criteria Award
134
318
TruFin Share Price Award
307
431
Subsidiary Performance Award
69
123
CEO 2025 Incentive Plan
288
-
Total
798
872
Awards granted in 2025
Service Criteria Award
On 9 April 2025, 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 2027. A Black-Scholes model was used to determine the fair value of these options. The model used an expected volatility of 42% and risk free rate of 4%.
TruFin Share Price Award
On 9 April 2025, options to acquire 262,500 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 2027. 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 42% and a risk free rate of 4%.
Subsidiary Performance Award
On 9 April 2025, options to acquire 112,500 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 will vest on 31 December 2027.
CEO 2025 Incentive Plan
On 9 April 2025, options to acquire 4,850,000 shares were granted to the Group CEO at an exercise price of £0.75. The vesting of this award is subject to the holder being in continued employment until the vesting date of this award -1 January 2026, and was subject to the achievement of the following share price hurdles.
1,616,667 shares at £0.94 1,616,667 shares at £1.31 1,616,666 shares at £1.88
The award is also subject to a two-year clawback period until 1 January 2028.
Following the two share buyback programmes in the year, the exercise price of the award has been reduced to £0.70. The share price hurdles have been reduced to £0.88, £1.22 and £1.75.
The Options will participate in the Company's Return of Value ("RoV") Plan. If a change of control of the Company takes place, or the Company disposes of all of its subsidiaries bar one, and provided the option holder is not a bad leaver at the time, these events will be treated as an RoV.
Awards granted in prior years
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. These awards were subsequently allocated to the CEO. The vesting of this award was based on market-based performance conditions.
On 9 April 2025, these options were surrendered by the award holder with immediate effect for no payment or compensation. There was no further impact to the Financial Statements following the surrendering of these awards as the full fair value of these awards has been fully recognised over the original three-year vesting period of the award.
Information regarding all other previous share options issued are included in the relevant annual financial statements.
Details of share-based awards during the year:
Type of instrument granted
JSOP Founder Award (#)
PSP Founder Award(#)
PSP Market Value Options(#)
Outstanding at 1 January 2025
-
1,566,255
4,868,420
Granted during the year
-
-
-
Exercised during the year
-
-
-
Forfeited during the year
-
-
(4,868,420)
Outstanding at 31 December 2025
-
1,566,255
-
Exercisable at 31 December 2025
1,566,255
-
Type of instrument granted
ServiceCriteria Award (#)
TruFin Share PriceAward(#)
SubsidiaryPerformanceAward (#)
CEO2025 Incentive
Outstanding at 1 January 2025
1,400,000
1,768,750
534,375
-
Exercisable at 1 January 2025
1,025,000
289,583
146,875
-
Granted during the year
175,000
262,500
112,500
4,850,000
Exercised during the year
(125,000)
(31,250)
(46,875)
-
Lapsed during the year
-
-
(48,007)
-
Forfeited during the year
-
-
-
-
Outstanding at 31 December 2025
1,425,000
2,000,000
551,993
4,850,000
Exercisable at 31 December 2025
1,075,000
847,917
245,743
-
No options expired during the year.
The weighted average remaining contractual life for the share options outstanding as at 31 December 2025 was 4.90 years (2024: 5.13 years).
7. Net impairment loss on financial assets
2025 £'000
2024 £'000
At1January
809
173
Chargeforimpairmentloss
1,734
776
Amounts written off in the year
(2,533)
(140)
Amounts recovered in the year
-
-
At 31 December
10
809
At 31 December 2025, the Group had an impairment provision of £10,000, which was allocated against trade and other receivables.
At 31 December 2024, the Group had an impairment provision of £809,000. £500,000 was allocated against trade and other receivables, and the remainder (£309,000) was allocated against loans and advances.
£703,000 of the net impairment charge on financial assets during the year ended 31 December 2025 related to trade and other receivables. The remainder (£1,031,000) related to loans and advances.
During the year ended 31 December 2024, £500,000 of the net impairment charge on financial assets related to the trade and other receivables, and the remainder (£276,000) related to loans and advances.
8. Profit before income tax
Profit before income tax is stated after charging:
2025 £'000
2024 £'000
Depreciation of property, plant and equipment
183
212
Amortisation charge in interest, fee and publishing expenses
1,094
1,327
Amortisation of intangible assets
2,883
5,009
Staff costs including share-based payments charge
13,282
12,898
FeespayabletotheGroup'sauditor(CroweUKLLP)
2025 £'000
2024 £'000
Fees payable for the audit of the company's annual accounts
103
93
Fees payable for the audit of the company's subsidiaries
100
92
Total audit fees
203
185
Non audit services
Other assurance services
16
15
Total non-audit fees
16
15
9. Taxation
Analysis of tax credit recognised in the period
2025 £'000
2024 £'000
Current tax credit
(116)
(707)
Deferred tax credit
(3,825)
(2,925)
Totaltaxcredit
(3,941)
(3,632)
Reconciliation of profit before tax to total tax credit recognised
Group
2025 £'000
2024 £'000
Profit before tax
7,607
15
Profit before tax multiplied by the standard rate of corporation tax in the UK of 25% (2024: 25%)
1,902
4
Tax effect of:
Expenses not deductible
451
647
Depreciation in excess of capital allowances
462
517
Capitalallowances
(469)
(476)
Other short term timing differences
(24)
60
Enhanced deductions
(1,161)
(697)
R&D tax credit
(66)
(731)
Deferred tax recognised on brought forward losses
(3,825)
(4,215)
Brought forward losses utilised
(1,385)
(1,290)
Deferred tax not recognised
158
2,556
Impactofdifferentforeigntaxrates
16
(7)
Totaltaxcredit
(3,941)
(3,632)
Company
2025 £'000
2024 £'000
Loss before tax
(4,102)
(3,327)
Loss before tax multiplied by the standard rate of corporation tax in the UK of 25% (2024: 25%)
(1,026)
(809)
Tax effect of:
Expenses not deductible
169
250
Other short term timing differences
(1)
(1)
Deferred tax not recognised
(1)
164
Losses utilised for group relief
517
396
Totaltaxcredit
(342)
-
The deferred tax assets and liabilities at 31 December 2025 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
2025 £'000
2024 £'000
Balance at start of the year
3,175
250
Credit to the statement of comprehensive income
3,825
2,925
Balance at the end of the year
7,000
3,825
Comprised of Losses
7,000
3,825
Total deferred tax asset
7,000
3,825
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 sufficient taxable profits against which these tax losses can be utilised over a reasonable time horizon.
Total unutilised tax losses in the Group as at the reporting date were £79,014,000 (2024: £83,674,000) and on which no deferred tax asset has been recognised were £51,015,000 (2024: £70,974,000).
Deferred tax assets of £846,000 relating to share‑based payment arrangements have not been recognised (2024: £447,000), as the use is dependent on future share price movements which are volatile by nature and that there is no expectation of use of this asset within the Company.
10. Intangible assets
EPPS projects
Computersoftware
Separatelyidentifiableintangible assets
Goodwill
Total
Group
£'000
£'000
£'000
£'000
£'000
Cost
At1January2025
7,782
14,801
3,367
15,280
41,230
Additions
602
4,036
-
-
4,638
Disposals
(34)
(31)
-
-
(65)
Exchange differences
(2)
36
-
-
34
At 31 December 2025
8,348
18,842
3,367
15,280
45,837
Amortisation and impairment
At1January2025
(5,127)
(7,958)
(2,280)
-
(15,365)
Charge
(1,094)
(2,486)
(397)
-
(3,977)
Disposals
34
1
-
-
35
Exchange differences
2
101
-
-
103
At 31 December 2025
(6,185)
(10,342)
(2,677)
-
(19,204)
Net book value
At 31 December 2025
2,163
8,500
690
15,280
26,633
At 31 December 2024
2,655
6,843
1,087
15,280
25,865
EPPS projects
Computersoftware
Separatelyidentifiableintangible assets
Goodwill
Total
Group
£'000
£'000
£'000
£'000
£'000
Cost
At1January2024
7,066
8,852
3,315
15,280
34,513
Additions
715
6,084
52
-
6,851
Disposals
-
(97)
-
-
(97)
Exchange differences
1
(38)
-
-
(37)
At 31 December 2024
7,782
14,801
3,367
15,280
41,230
Amortisation and impairment
At1January2024
(3,800)
(3,409)
(1,887)
-
(9,096)
Charge
(1,327)
(4,616)
(393)
-
(6,336)
Disposals
-
97
-
-
97
Exchange differences
-
(30)
-
-
(30)
At 31 December 2024
(5,127)
(7,958)
(2,280)
-
(15,365)
Accumulated impairment losses
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
The Company had no intangibles assets at the year end.
EPPS projects 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 2025 and there was no impairment in relation to underperforming contracts.
Computer software 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 2025 and concluded no impairment was required. The impairment review of Computer Software related to the Satago CGU is most sensitive to a change in the planned revenue growth rate. A 20% reduction in this growth rate could give rise to an impairment charge.
The 'Computer software' net book value balance related to internally generated intangible assets at 31 December 2025 was £8,500,000 (2024: £6,843,000). This consists of cost of £18,842,000 (2024: £14,801,000) and accumulated amortisation of £10,342,000 (2024: £7,958,000). During the year there were additions of £4,036,000 (2024: £6,084,000) and amortisation of £2,486,000 (2024: £4,616,000).
Goodwill and "Separately identifiable intangible assets" arise from acquisitions made by the Group.
Insight Services (previously Porge)
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 2025 was £1,372,000 (2024: £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 (2024: £319,000) during the year. Goodwill related to this transaction excluding these assets at 31 December 2025 was £823,000 (2024: £823,000).
bidstats.uk
In November 2023, Oxygen Finance Limited acquired the business of bidstats.uk at a cost of £451,000. There were additions to the asset in 2024 of £52,000. Separately identifiable assets of £332,000 have been identified relating to the value of the customer relationships and the technology. The asset is being amortised over five years resulting in an amortisation charge for the year of £78,000 (2024: 74,000). Goodwill of £119,000 has arisen on the acquisition and this will be reviewed annually for impairment. As at 31 December 2025, the net book value of the bidstats.uk assets was £352,000 (2024: £429,000).
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 12% was used and terminal growth rate of 2%. The recoverable amount 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 recoverable amount 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 recoverable amount of this CGU was greater than the value of goodwill and so was deemed not be impaired.
The impairment review of Insight Services is most sensitive to a change in the planned revenue growth and discount rate. An 11% reduction in this growth rate or an increase in the discount rate to 20% 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.
11. Property, plant and equipment
Group
Fixtures & fittings £'000
Computerequipment £'000
Right-of-Use Asset £'000
Total £'000
Cost At 1 January 2025 AdditionsDisposals Exchange differences
92- (95) 6
118 23 (9) (4)
415- - -
625 23 (104) 2
At 31 December 2025
3
128
415
546
Depreciation At 1 January 2025 Charge Disposals Exchange differences
(54) (11) 62-
(93) (24) 9 2
(169) (148)- -
(316) (183) 71 2
At 31 December 2025
(3)
(106)
(317)
(426)
Net book value At 31 December 2025
-
22
98
120
At 31 December 2024
38
25
246
309
Fixtures & fittings
Computer equipment
Right-of-Use Asset
Total
Group
£'000
£'000
£'000
£'000
Cost At1January2024
162
103
276
541
Additions
14
14
387
415
Disposals
(80)
-
(248)
(328)
Exchange differences
(4)
1
-
(3)
At 31 December 2024
92
118
415
625
Depreciation At1January2024
(93)
(74)
(99)
(266)
Charge
(26)
(19)
(167)
(212)
Disposals
64
-
97
161
Exchange differences
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
12. Investment in subsidiaries
Company
£'000
Balance at
1 January 2025 and 31 December 2025
30,189
Balance at
1 January 2024 and 31 December 2024
30,189
13. Loans and advances
Group
2025 £'000
2024 £'000
Total loans and advances
27
5,166
Less: loss allowance
-
(309)
27
4,857
The aging of loans and advances are analysed as follows:
2025 £'000
2024 £'000
Neither past due nor impaired
27
4,080
Past due: 0-30 days
-
730
Past due: 31-60 days
-
36
Past due: 61-90 days
-
11
27
4,857
14. Trade and other receivables
Group
Company
2025 £'000
2024 £'000
2025 £'000
2024 £'000
Trade and other receivables
4,713
11,647
-
-
Allowance for credit losses
(10)
(500)
-
-
Prepayments
1,735
2,364
35
39
Accrued Income
814
615
-
-
VAT
-
-
20
22
Other debtors
8,952
7,208
4
4
Amountsdue fromGroup Undertakings
-
-
-
-
16,204
21,334
59
65
All receivables are due within one year. The aging of trade receivables is analysed as follows:
Group
Company
2025 £'000
2024 £'000
2025 £'000
2024 £'000
Not yet due
4,603
10,935
-
-
Past due: 0-30 days
27
183
-
-
Past due: 31-60 days
44
4
-
-
Past due: 61-90 days
14
5
-
-
Past due: more than 91 days
25
520
-
-
4,713
11,647
-
-
15. Share capital
Group and Company
Share Capital £'000
Total £'000
98,661,484 shares at £0.91 per share
89,782
89,782
During the year the Company issued 228,125 shares following the exercise of vested options granted to employees of the Group in 2023 and 2024 (see note 6 for further details). 196,875 were issued at £0.66 per share, and 31,250 at £0.53 per share, at a discount to par value of £61,000, which has been included in Other Reserves in the Statement of Changes of Equity.
During the period from 22 May 2025 to 27 August 2025 the Company completed a share buyback programme under which it purchased and cancelled 4,107,607 shares for a total amount of £4,000,000. This was a premium to par value of £262,000, which has been included in Retained Earnings in the Statement of Changes of Equity.
During the period from 17 September 2025 to 13 October 2025 the Company completed a share buyback programme under which it purchased and cancelled 3,420,721 shares for a total amount of £4,000,000. This was a premium to par value of £887,000, which has been included in Retained Earnings in the Statement of Changes of Equity.
Directly attributable costs to these Programmes of £59,000 have been included in Retained Earnings.
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 2025.
16. Borrowings
Group
2025 £'000
2024 £'000
Loans due within one year
3
4,157
Loans due in over one year
-
11
3
4,168
Movementsinborrowingsduringtheyear The below table identifies the movements in borrowings during the year.
18. 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 16 and equity of the Group (comprising issued capital, reserves, retained earnings and non-controlling interests as disclosed in Note 15 and Note 19).
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 2025
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
27
27
Trade receivables
4,703
4,703
Otherreceivables
9,766
9,766
Cash and cash equivalents
12,355
12,355
26,851
26,851
Financial liabilities not measured at fair value
Borrowings
3
3
Trade, other payables and accruals
10,774
10,774
10,777
10,777
31 December 2024
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
Otherreceivables
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 2025
Company
Carrying amount £'000
Fair value £'000
Financial assets not measured at fair valueAmounts owed by group undertakings Other receivables Cash and cash equivalents
49,519 25 2,600
49,519 25 2,600
52,144
52,144
Financial liabilities not measured at fair value Trade, other payables and accruals
2,330
2,330
2,330
2,300
31 December 2024
Company
Carrying amount £'000
Fair value £'000
Financial assets not measured at fair value
Amountsowedbygroup undertakings
58,759
58,759
Otherreceivables
26
26
Cash and cash equivalents
3,288
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
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
Group
Company
2025 £'000
2024 £'000
2025 £'000
2024 £'000
Cash and cash equivalents
12,355
14,874
2,600
3,288
Loans and advances
27
4,857
-
-
Amountsowedbygroup undertakings
-
-
49,519
58,759
Trade and other receivables
14,469
18,970
24
26
Maximum exposure to credit risk
26,851
38,701
52,143
62,073
Loans and advances:
Collateral held as security
Group
Company
2025 £'000
2024 £'000
2025 £'000
2024 £'000
FullycollateralisedLoan-to-value*ratio:Less than 50% 50% to 70% 71% to 80% 81% to 90% 91% to 100%
- - -27-
1,017 611 1,278 1,247 20
- - - - -
- - - - -
27
4,173
-
-
Partially collateralised Collateral value relating to loans over 100% loan-to-value
-
-
-
-
Unsecuredlending
27
993
-
-
* 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.
Riskrating
Stage 1 £'000
Stage2 £'000
Stage3 £'000
2025 Total £'000
2024 Total £'000
Above average (risk rating 1-2)
27
-
-
27
1,280
Average(riskrating3-5)
-
-
-
-
3,886
Belowaverage(risk rating6+)
-
-
-
-
-
Grosscarryingamount
27
-
-
27
5,166
Loss allowance
-
-
-
-
(309)
Carrying amount
27
-
-
27
4,857
GrossCarrying Amount
Stage 1 £'000
Stage2 £'000
Stage3 £'000
Total £'000
Asat1January2025
7,273
-
134
7,407
Transfer to stage 1
-
-
-
-
Transfertostage2
-
-
-
-
Transfer to stage 3
-
-
-
-
Net Loans repaid
(7,246)
-
(134)
(7,380)
As at 31 December 2025
27
-
-
27
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 £10,000 (2024: £500,000).
The contractual amount outstanding on financial assets that were written off during the reporting period and are still subject to enforcement activity is £432,000 at 31 December 2025 (2024: £500,000).
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.
CarryingAmount
Lessthan1month
1-3 months
3 months to 1year
1-5 years
>5 years
As at 31 December 2025
£'000
£'000
£'000
£'000
£'000
£'000
FinancialAssets Cash and cash equivalents
12,355
12,355
-
-
-
-
Trade and other receivables
14,469
5,174
111
6,382
2,802
-
Loans and advances
27
27
-
-
-
-
26,851
17,556
111
6,382
2,802
-
FinancialLiabilities Trade payables, other payables and accruals
10,774
2,341
7,515
917
1
-
Borrowings
3
-
3
-
-
-
10,777
2,341
7,518
917
1
-
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.
19. 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 75% ownership share of Bandana during the year.
Statement of Financial Position
Bandana
2025 £'000
2024 £'000
Currentassets
-
-
Current liabilities
(6,100)
(5,556)
Equity attributable to owners of the Company
(4,576)
(4,022)
Non-controllinginterests
(1,524)
(1,534)
Income Statement
Bandana
2025 £'000
2024 £'000
Revenue
-
-
Expenses
(544)
(92)
Loss after tax
(544)
(92)
Loss after tax attributable to owners of the Company
(408)
(67)
Loss after tax attributable to the non-controlling interests
(136)
(25)
Cash Flow Statement
Bandana
2025 £'000
2024 £'000
Net cash from operating activities
-
-
Net increase in cash and cash equivalents
-
-
Non-controlling interest
Bandana
2025 £'000
2024 £'000
Balance at 1 January
(1,534)
(1,509)
Share of loss for the year
(136)
(25)
Arising from change in non-controlling interest
146
-
Balance at 31 December
(1,524)
(1,534)
Following additional equity injected into Satago Financial Solutions Limited ("Satago") in September 2025, the Group increased its ownership share of Satago from 75% to 98%.
Statement of Financial Position
Satago
2025 £'000
2024 £'000
Currentassets
7,091
7,756
Non-current assets
574
614
Current liabilities
(790)
(556)
Equity attributable to owners of the Company
6,722
3,953
Non-controllinginterests
153
3,861
Income Statement
Satago
2025 £'000
2024 £'000
Revenue
995
1,470
Expenses
(2,434)
(5,132)
Loss after tax
(1,439)
(3,662)
Loss after tax attributable to owners of the Company
(1,407)
(2,764)
Loss after tax attributable to the non-controlling interests
(32)
(898)
Cash Flow Statement
Satago
2025 £'000
2024 £'000
Netcashusedinoperatingactivities
(551)
(2,284)
Netcash used ininvesting activities
(324)
(209)
Net cash generated from/(used in) financing activities
500
(1,558)
Net decrease in cash and cash equivalents
(375)
(4,051)
Non-controlling interest
Satago
2025 £'000
2024 £'000
Balance at 1 January
3,861
4,055
Share of loss for the year
(32)
(898)
Arising from change in non-controlling interest
(3,676)
(478)
Conversion of loan notes to equity
-
1,182
Balance at 31 December
153
3,861
20. Leases
The carrying amounts of the right-of-use assets recognised and the movements during the period are shown in Note 11. The lease liability and movement during the period were:
Group
£'000
Lease liability recognised at 1 January 2025
271
Lease recognised in the year
-
Interest
18
Payments
(183)
Balance at 31 December 2025
106
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
21. 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:
2025
2024
Number of shares (#) At year end
98,661,484
105,961,687
Weightedaverage
103,351,641
105,902,466
Earnings attributable to ordinary shareholders
£'000
£'000
Profit after tax attributable to the owners of TruFin plc
11,640
4,840
Adjusted earnings attributable to ordinary shareholders Profit after tax attributable to the owners of TruFin plc
11,640
4,840
Share-based payments
798
872
Adjusted1profit after tax attributable to the owners of TruFin plc
12,438
5,712
Earningsper share
Pence
Pence
Basic
11.3
4.6
Diluted
10.4
4.2
Adjusted1
12.0
5.4
Adjusted1EPSexcludesshare-basedpaymentexpense
Diluted EPS includes 8,826,993 share options in TruFin plc (see Note 6 for details) that have been granted to management and employees of the Group.
22. Related party disclosures
Key management personnel disclosures are provided in Notes 5 and 6.
During the year, Playstack fully impaired its 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 these loans prior to impairment was
£1,012,000 and at the previous reporting date was £993,000.
23. Events after the Reporting Date
On 23 January 2026, the Company announced the commencement of a new share buyback programme under which Company is authorised to purchase its own ordinary shares up to maximum aggregate consideration of £6 million.
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