Final Results

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

4 June 2026

Finseta plc

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

Final Results

Notice of AGM and Publication of Annual Report

Finseta (AIM: FIN), a foreign exchange and payments solutions company offering multi-currency accounts to businesses and individuals through its proprietary technology platform, announces its audited final results for the year ended 31 December 2025. In addition, the Group gives notice of its annual general meeting ("AGM") and the publication of its annual report.

Financial Summary

· Revenue of £12.4m (2024: £11.4m), growth of 9%

· Gross margin of 62.0% (2024: 65.7%) reflecting a higher proportion of corporate customer payments activity in the revenue mix

· Adjusted1 EBITDA of £0.2m (2024: £2.0m) as planned investments were made in the Group's new strategic initiatives to broaden capabilities and accelerate growth in the medium term

· Cash and cash equivalents at 31 December 2025 were £1.5m (31 December 2024: £2.6m) with net debt of £0.3m2 (31 December 2024: net cash of £0.6m); post year end, the balance sheet was strengthened through a fundraise of £0.9m before expenses

Operational Highlights

· Growth in active customers3 to 1,101 (H1 2024: 1,059) and an increase in average revenue per customer

· Strong growth among corporate customers reflecting increased focus on business-to-business offering, offsetting reduced payments activity of high net worth individual ("HNWI") clients due to the impact of macroeconomic conditions

· Received regulatory approval to provide payments services in the United Arab Emirates ("UAE") and launched full-service office in Dubai, resulting in significant revenue growth in the region

· Implemented agency banking in the UK, which significantly enhances the Group's offering and will enable it to attract a wider range of customers

· Commenced trading in Canada, including becoming integrated with local banking

· Implemented multiple platform enhancements, with features targeted at corporate customers

Current Trading and Outlook

· Continued growth in customer acquisition, including good traction with corporate customers

· In Dubai, the strong momentum generated in 2025 has been sustained through 2026 to date. With an expanded sales capability, the Group expects to continue to deliver healthy growth in this market

· Alongside this, the Group has made further strategic progress, including towards expanding its regulatory permissions into Europe, and is confident that its planned investments in 2025 will lead to accelerated sales growth and increased profitability in the medium term

James Hickman, CEO of Finseta, said: "In 2025, we delivered progress against our strategic and operational objectives for the year - most notably with the ramp up of our operation in Dubai and completing the implementation of UK agency banking. Our increased focus on our business-to-business offering resulted in strong growth with corporate customers - and this momentum has been sustained into the current year, including attracting larger corporates that have more complex requirements. We continue to strengthen our capabilities that will enable Finseta to become the primary payments provider for customers in sectors that are typically underserved by traditional banks and to make progress towards further expanding our international reach and regulatory permissions. Accordingly, the Board continues to have strong levels of confidence in Finseta's prospects and in our ability to accelerate sales growth and increase profitability in the medium term."

Investor Presentation

James Hickman, CEO, and Andrew Richards, CFO, will provide a live presentation via Investor Meet Company at 10.00am BST on Wednesday 10 June 2026. The presentation is open to all existing and potential shareholders. Investors can sign up to Investor Meet Company for free and add to meet Finseta via: https://www.investormeetcompany.com/finseta-plc/register-investor

Enquiries 

About Finseta plc

Finseta plc (AIM: FIN) is a foreign exchange and payments company offering multi-currency accounts and payment solutions to businesses and individuals. Headquartered in the City of London, Finseta combines a proprietary technology platform with a high level of personalised service to support clients with payments in over 165 countries in 150 currencies. With a track record of over 15 years, Finseta has the expertise, experience and expanding global partner network to be able to execute complex cross-border payments. It is fully regulated, through its wholly-owned subsidiaries, by the Financial Conduct Authority as an Electronic Money Institution; by the Financial Transactions and Reports Analysis Centre of Canada as a Money Services Business; and by the Dubai Financial Services Authority under a Category 3D licence. www.finseta.com

Operational Review

The year to 31 December 2025 was a period of substantial strategic and operational progress. The Group achieved important milestones in its plans to expand its geographic footprint and capabilities and to enhance its product and service offering. Finseta also continued to invest in its people - increasing the sales teams in the UK and elsewhere and strengthening the compliance function. While revenue growth was constrained by macroeconomic factors, the strategic progress and investments made during the year position Finseta to broaden its offering, accelerate sales growth and increase profitability in the medium term.

Performance

Revenue grew year-on-year by 9% to £12.4m (2024: £11.4m) driven by an increase in active customers to 1,101 (2024: 1,059) and average revenue per customer. By client type, there was a 54% increase in revenue generated by corporate accounts reflecting the introduction of product features designed to cater to the requirements of corporates as described below. As previously noted, revenue generated by HNWI clients was impacted by reduced payments activity due to the effects on foreign exchange rates and the global economy of tariff-related developments. The proportion of total revenue accounted for by corporate accounts was 57% (2024: 41%) with HNWIs contributing 43% (2024: 59%). In the prior year, the Group also received £100k in revenue, accounting for 1% of total 2024 revenue, as the final income generated under a licencing agreement with the acquirers of Avila House, a former subsidiary. In terms of geography, the Group's Dubai operation delivered significant growth, ahead of management's expectations, which served to mitigate a level of reduction elsewhere due to the lower HNWI activity.

Strategic execution

Finseta made considerable strategic progress in 2025. This was fundamental to the Group's growth during the year, but more importantly positions it in a much stronger position for the years to come.

Expanding geographic footprint and capabilities

A key milestone was achieved with the granting, in March 2025, of a Category 3D licence by the Dubai Financial Services Authority ("DFSA"), which authorised Finseta to provide payment services within the UAE to corporate and professional clients. Subsequently, the Group has significantly expanded its activities in the UAE, establishing a fully operational office that is integrated with a local banking partner, which enables Finseta to offer digital multi-currency accounts - the same as in the UK - and to benefit from local payment rails. The Group's offer in Dubai was strengthened, post year end, when it was granted a Retail Endorsement by the DFSA, which now allows Finseta to provide payment services to retail clients. The Group experienced significant revenue growth in Dubai during the year, and invested further in its sales team to support accelerated future growth, with the headcount in Dubai increasing from three prior to the receipt of regulatory approval to 13 today.

Following the receipt in the prior year of a Money Services Business licence from the Financial Transactions and Reports Analysis Centre of Canada, Finseta opened for business in Canada in 2025, including establishing local banking. Progress also continued to be made with the regulatory approval process in other jurisdictions. In particular, part of the proceeds from the fundraising that completed in April 2026 will be used to progress the Group's application for regulatory permissions in Europe, where it already has infrastructure in place to support such expansion. 

Product and service enhancement

During the year, Finseta made significant progress in strengthening and broadening its offering through implementing UK agency banking and investing in new platform functionality and increased capability. While these enhancements have improved its offering to HNWIs, they are particularly targeted at the business-to-business offering, which, along with investment in the UK sales team, drove the strong growth in corporate client revenue.

Implementation of UK agency banking

A significant milestone during the year was the implementation of UK agency banking, which was completed in the third quarter. This enables Finseta to issue its own account numbers and sort code, which allows the Group to onboard a wider scope of customers. It also means that Finseta is now indirectly connected to the Faster Payments System, enabling the facilitation of faster and more efficient transactions. This positions Finseta to become clients' primary payments provider, replacing their high street bank.

Investment in new platform functionality and increased capability

The Group continued to make significant advancements with the Finseta platform. A new client portal was introduced that is more user friendly and intuitive. Key enhancements have been made to the corporate offering, particularly to attract larger customers, such as introducing multi-layer authorisations and bespoke client approvals. In addition, the proceeds from the Group's fundraising in April 2026 will be used in part to provide increased transaction capacity to allow Finseta to transact larger volume business-to-business transactions. 

Processing speed has also continued to be improved. Through actions such as adding new counterparties, connecting with the Faster Payments System and platform enhancements, the Group has increased its processing speed by over 60%.

Launch of Finseta Corporate Card

During the year, the Group launched the Finseta Corporate Card to offer businesses a further payment method, enhancing the offering to current customers as well as enabling the targeting of new corporate customers with specific card requirements. While a number of customers are using this product as part of a wider multi-currency account solution, the uptake has been lower than anticipated and the Group has encountered certain operational challenges with key suppliers to our card programme. Accordingly, the Group is assessing how best to provide this service going forward. 

Financial Review

Revenue grew year-on-year to £12.4m (2024: £11.4m) due to an increase in active customers and in average revenue per customer. In particular, it reflects significant growth in Dubai and strong growth in business with corporate clients in the UK, which served to largely mitigate the impact of lower trading by HNWIs.

Gross margin reduced slightly to 62.0% (2024: 65.7%), which reflects corporate clients accounting for a greater proportion of revenue. While the gross margin associated with corporate clients is lower than with HNWIs, they typically transact more regularly and provide greater revenue recurrence. Despite the lower gross margin, gross profit increased to £7.7m (2024: £7.5m) as a result of the higher revenue.

Operating expenses were £8.9m in 2025 compared with £6.3m for the previous year. The increase primarily reflects the Group's planned investment in the business to support its strategic initiatives to expand its geographical and market reach, which is expected to lead to accelerated sales growth and increased profitability in the medium term.

Also included within operating expenses is the impairment of intangible assets of £0.2m (2024: £nil). This reflects a reassessment of the future cash flows from the corporate card product due to the challenges experienced with the scheme as described above.

The Group recognised other operating income of £49k, being interest based on client cash balances. In 2024, other operating income was £0.3m, comprising £0.2m in interest based on client cash balances and £0.1m from the reversal of a provision for a final acquisition-related earn-out payment. The reduction in interest based on client cash balances is due to transitioning in 2025 to a new financial institution for the safeguarding of the majority of client funds.

Adjusted EBITDA was £0.2m (2024: £2.0m), which is stated after the add-back of other operating income, share-based compensation, profit from the disposal of a subsidiary and non-cash based accounting adjustments in respect of the Group's corporate premises (see the statement of comprehensive income for further detail).

There was an operating loss of £1.2m (2024: £1.5m profit) and loss before tax of £1.3m (2024: £1.4m profit) after net finance costs of £0.1m (2024: £0.1m). This primarily reflects the investment in the Group's strategic initiatives as noted above, which offset the increased revenue. The Group recorded a tax credit of £0.2m for 2025 compared with a tax expense of £0.4m for the previous year, resulting in a net loss of £1.1m (2024: £1.0m profit). Basic and diluted loss per share was 1.92 pence (2024: earnings of 1.74 pence and 1.66 pence respectively).

As at 31 December 2025, cash and cash equivalents were £1.5m (31 December 2024: £2.6m), with net debt of £0.3m (31 December 2024: net cash of £0.6m). This primarily reflects cash generated from operations reducing to £0.4m (2024: £2.2m) and cash used in investment activities of £1.1m (2024: £1.3m) due to investment in the Group's strategic growth initiatives. Cash used in financing activities was reduced to £0.4m (2024: £0.6m), reflecting the settlement of loan notes and deferred consideration in 2024. Post period, the balance sheet was strengthened with the completion of a placing, subscription and retail offer raising £0.9m before expenses.

Current Trading and Outlook

Customer acquisition has continued to grow in 2026, positioning Finseta to increase revenue conversion in the coming periods. In particular, the Group is experiencing good traction with corporate customers, including attracting larger corporates that have more complex requirements. This reflects the increased focus on its business-to-business offering and, following the implementation of UK agency banking, Finseta's ability to become the primary payments provider for customers in sectors that are typically underserved by traditional banks.

In Dubai, the strong momentum of 2025 has been sustained through 2026. With the expansion of the Group's sales capability, and supported by the receipt of Retail Endorsement in the current year, the Group expects to continue to grow in this market. In addition, progress is being made towards receiving regulatory approval in Europe, which would provide a further revenue stream in due course.

Consequently, the Board continues to look to the future with confidence. 

Notice of AGM and Publication of Annual Report

The Company gives notice that its AGM will be held at 2.00pm BST on 30 June 2026 at the office of Gracechurch Group, 48 Gracechurch Street, London, EC3V OEJ.

The Notice of AGM, along with the Company's annual report and accounts for the year ended 31 December 2025 (together, the "Documents"), have been published on the Company's website at: https://investors.finseta.com/document-centre/. The Documents, along with a form of proxy, will be posted to those shareholders who have elected to receive physical copies in the coming days.

Notes

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

2 Defined as cash and cash equivalents less loan notes

3 Defined as customers who traded through Finseta during the 12-month periods to 31 December 2025 and 31 December 2024 respectively

Group Statement of Comprehensive Income

For the year ended 31 December 2025

All amounts are derived from continuing operations.

The notes to the financial statements form an integral part of these financial statements.

Group and Company Statement of Financial Position

As at ended 31 December 2025

A separate profit and loss account for the parent Company is omitted from the Group's financial statements by virtue of section 408 of the Companies Act 2006. The Company profit for the year ended 31 December 2025 was £1,436,914 (year ended 31 December 2024: loss of £2,901,760). The financial statements were approved by the Board of Directors and authorised for issue on 3 June 2026 and are signed on its behalf by:

James Hickman

Chief Executive Officer

The notes to the financial statements form an integral part of these financial statements.

Group Statement of Changes in Equity

For the year ended 31 December 2025

The notes to the financial statements form an integral part of these financial statements.

Company Statement of Changes in Equity

For the year ended 31 December 2025

The notes to the financial statements form an integral part of these financial statements.

Group and Company Cash Flow Statement

For the year ended 31 December 2025

The notes to the financial statements form an integral part of these financial statements.

Notes to the Financial Statements

For the year ended 31 December 2025

BAsis of preparation

Finseta is a public limited company, incorporated and domiciled in England. The Company was admitted to AIM, London Stock Exchange's market for small and medium size growth companies, on 6 April 2021. The registered office of the Company is 14-18 Copthall Avenue, London, EC2R 7DJ. These consolidated financial statements comprise the Company and its subsidiaries (together referred to as the "Group"). The main activities of the Group are set out in the Strategic Report of the Company's annual report and accounts for the year ended 31 December 2025 ("Annual Report 2025").

The financial statements contained in this announcement have been prepared in accordance with International Financial Reporting Standards as adopted by the United Kingdom ("IFRS") for the years ended 31 December 2024 and 31 December 2025. The financial statements have been prepared in sterling, which is the Group's presentation currency and the functional currency of each Group entity. They have been prepared using the historical cost convention except for the measurement of certain financial instruments.

The financial information set out in this announcement does not comprise statutory accounts for the year ended 31 December 2025 within the meaning of Section 434 of the Companies Act 2006 as it does not contain all the information required to be disclosed in the financial statements prepared in accordance with UK adopted International Accounting Standards. The financial information in this announcement has been extracted from the Annual Report 2025. The report of the auditor on the 31 December 2025 statutory financial statements was unqualified, did not include any references to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and did not contain a statement under Section 498(2) or Section 498(3) of the Companies Act 2006. The statutory accounts for the year ended 31 December 2025 have not yet been delivered to the Registrar of Companies.

The financial information for the year ended 31 December 2024 has been extracted from the Group's audited statutory financial statements which were approved by the Board of Directors on 22 April 2025, and which have been delivered to the Registrar of Companies for England and Wales. The report of the auditor on these financial statements was unqualified and did not contain a statement under Section 498(2) or Section 498(3) of the Companies Act 2006.

The parent Company accounts have also been prepared in accordance with IFRS (as adopted by the United Kingdom) and using the historical cost convention. The accounting policies set out below have been applied consistently to the parent Company where applicable.

Monetary amounts in these financial statements are rounded to the nearest pound.

The preparation of financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting year. These estimates and assumptions are based upon management's knowledge and experience of the amounts, events or actions. Actual results may differ from such estimates.

NEW STANDARDS, INTERPRETATIONS AND AMENDMENTS ADOPTED FROM 1 JANUARY 2025

The following amendments are effective for the period beginning 1 January 2025:

· IFRS 19 Subsidiaries without Public Accountability: Disclosures

· Amendments to IAS 21 - Lack of Exchangeability

· Amendments to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments

The amendments had no impact on the Company's financial statements.

NEW AND REVISED IFRS STANDARDS IN ISSUE BUT NOT YET EFFECTIVE

At the date of authorisation of these financial statements, the Company has not applied the following new and revised IFRS Standards that have been issued but are not yet effective:

· IFRS 18 Presentation and Disclosure in Financial Statements

Basis of consolidation

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

All subsidiary undertakings have an accounting reference date ended 31 December. Subsidiary entities are detailed in note 13.

Items included in the financial statements of each of the Group's subsidiary undertakings are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The consolidated financial statements are presented in sterling, which is the Company's functional and presentation currency.

During the year, Finseta Payments (DIFC) Limited and Finseta Payment Corp changed their functional currencies from sterling to United States dollars and Canadian dollars respectively, giving rise to a foreign currency translation reserve loss of £15,937 (2024: £nil).

Foreign currency transactions in each entity are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

GOING CONCERN

At 31 December 2025, the Group balance sheet showed a cash balance of £1,503,245 (31 December 2024: £2,580,609). The Group balance sheet also showed a liability of £1,800,000 (31 December 2024: £2,000,000) related to a loan note held by Robert O'Brien, the Company's largest shareholder, that is due for repayment on 31 December 2028.

The Directors have prepared cash flow forecasts covering a medium-term time horizon through to 31 December 2028. The Directors have derived forecast assumptions that are their best estimate of the future development of the Group's business, taking into account post year end trading, the fund raise in April 2026, the existing customer and partner base, current and future product offerings and the planned expansion into Europe. The Directors have also prepared scenario planning forecasts alongside their best-estimate forecast assumptions in order to stress test the base case assumptions. The best-estimate forecast assumptions and scenario planning both indicate sufficient cash resources to continue to finance the Group's working capital requirements over the forecast period.

For these reasons, the Directors continue to adopt the going concern basis of accounting in preparing the Group's financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

revenue

The Group applies IFRS 15 Revenue from Contracts with Customers for the recognition of revenue. IFRS 15 established a comprehensive framework for determining whether, how much and when revenue is recognised. It affects the timing and recognition of revenue items, but not generally the overall amount recognised.

The performance obligations of the Group's revenue streams are satisfied on the transaction date or by the provision of the service for the period described in the contract. Revenue is not recognised where there is evidence to suggest that customers do not have the ability or intention to pay. The Group does not have any contracts with customers where the performance obligations have not been fully satisfied.

The Group derives revenue from the provision of foreign exchange and payment services. When a contract with a client is entered into, it immediately enters into a separate matched contract with its institutional counterparty.

Spot and forward revenue is recognised when a binding contract is entered into by a client and the rate is fixed and determined. Revenue represents the difference between the rate offered to clients and the rate received from its institutional counterparties.

INVESTMENTS

Investments in subsidiary undertakings are accounted for at cost less impairment.

FINANCIAL INSTRUMENTS

Financial assets and financial liabilities are recognised on the Group statement of financial position when the Group has become a party to the contractual provisions of the instrument.

Derivative financial instruments

Derivative financial assets and liabilities are carried as assets when their fair value is positive and as liabilities when their fair value is negative. Changes in the fair value of derivatives are included in the income statement. The Group's derivative financial assets and liabilities at fair value through profit or loss comprise solely of forward foreign exchange contracts.

Trade, loan and other receivables

Trade and loan receivables are initially measured at their transaction price. Trade and loan receivables are held to collect the contractual cash flows which are solely payments of principal and interest. Therefore, these receivables are subsequently measured at amortised cost using the effective interest rate method. The Directors have considered the impact of discounting trade and loan receivables whose settlement may be deferred for lengthy periods and concluded that the impact would not be material.

An impairment loss is recognised for the expected credit losses on trade and loan receivables when there is an increased probability that the counterparty will be unable to settle an instrument's contractual cash flows on the contractual due dates, a reduction in the amounts expected to be recovered or both.

Impairment losses and any subsequent reversals of impairment losses are adjusted against the carrying amount of the receivable and are recognised in profit or loss.

Trade payables

Trade payables are initially recognised at fair value and subsequently at amortised cost using the effective interest method.

Equity instruments

Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.

Financial liabilities

Financial liabilities are classified according to the substance of the contractual arrangements entered into. An instrument will be classified as a financial liability when there is a contractual obligation to deliver cash or another financial asset to another enterprise.

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less.

For the purposes of the cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of any outstanding bank overdraft that is integral to the Group's cash management.

Goodwill

Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group's interest in the fair value of the identifiable assets and liabilities of a subsidiary, associate or jointly controlled entity at the date of acquisition. Goodwill on acquisition of subsidiaries is separately disclosed in note 9.

Goodwill is not amortised; it is recognised as an asset, allocated to cash generating units for the purpose of impairment testing and reviewed for impairment at least annually. Any impairment is recognised immediately in profit or loss and is not subsequently reversed.

other INTANGIBLE aSSETS

An intangible asset, which is an identifiable non-monetary asset without physical substance, is recognised to the extent that it is probable that the expected future economic benefits attributable to the asset will flow to the Group and that its cost can be measured reliably. The asset is deemed to be identifiable when it is separable or when it arises from contractual or other legal rights.

Amortisation is charged on a straight-line basis through the profit or loss within administrative expenses. The rates applicable, which represent the Directors' best estimate of the useful economic life, are as follows:

Customer relationships - 5 years

Internally developed software - 3 years

Cards - 3 years 

Software costs - 3 years

Other intangible assets - 3 years

Trademarks are recognised as intangible assets and are expected to generate future economic benefits in perpetuity. Trademarks are not amortised. They are allocated to a cash generating unit and tested for impairment annually.

property, plant and equipment

All property, plant and equipment is initially recorded at cost and is subsequently measured at cost less accumulated depreciation and any recognised impairment loss.

Depreciation, which is charged through the profit or loss within administrative expenses, is provided at rates calculated to write off the cost less residual value of each asset over its expected useful life, as follows:

Computer equipment - 25% straight line

Leasehold improvements - in line with the term of the underlying leased asset

The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

LEASES

The Group as lessee

The Group assesses whether a contract is, or contains, a lease at inception of the contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (determined to be those with an initial discounted total obligation of less than £5,000). For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If that rate cannot be readily determined, the Group uses its incremental borrowing rate.

The incremental borrowing rate depends on the term, currency and start date of the lease and is determined based on a series of inputs including: the risk-free rate based on government bond rates; a country-specific risk adjustment; a credit risk adjustment based on bond yields; and an entity-specific adjustment when the risk profile of the entity that enters into the lease is different to that of the Group and the lease does not benefit from a guarantee from the Group.

Lease payments included in the measurement of the lease liability comprise:

· Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable

· Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date

· The amount expected to be payable by the lessee under residual value guarantees

· The exercise price of purchase options, if the lessee is reasonably certain to exercise the options

· Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease

The lease liability is presented as a separate line in the consolidated statement of financial position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

· The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate

· The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used)

· A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under IAS 37. To the extent that the costs relate to a right-of-use asset, the costs are included in the related right-of-use asset, unless those costs are incurred to produce inventories.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the right-of-use asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

The right-of-use assets are presented as a separate line in the consolidated balance sheet.

The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the "Impairment of property, plant and equipment and intangible assets excluding goodwill" policy.

Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and the right-of-use asset. The related payments are recognised as an expense in the period in which the event or condition that triggers those payments occurs and are included within 'Administrative expenses' in the consolidated statement of comprehensive income.

As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Group has not used this practical expedient. For contracts that contain a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative standalone price of the lease component and the aggregate standalone price of the non-lease components.

PROVISIONS

Provisions are recognised when the Group has a present obligation as a result of a past event which it is probable will result in an outflow of economic benefits that can be reliably estimated.

SHARE CAPITAL

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in share premium as a deduction from the proceeds.

SHARE-BASED COMPENSATION

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the income statement over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted.

As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the income statement over the remaining vesting period. Where equity instruments are granted to persons other than employees, the income statement is charged with fair value of goods and services received.

Cancelled or settled options are accounted for as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

The proceeds received net of any attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

Fair value is measured by use of the Black-Scholes pricing model, which is considered by management to be the most appropriate method of valuation.

employee benefits

The Group operates a defined contribution pension scheme. The pension costs charged in the financial statements represent the contribution payable by the Group during the year.

The costs of short-term employee benefits are recognised as a liability and an expense in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

TAXATION

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date. Current income tax relating to items recognised directly in equity or other comprehensive income is recognised in equity and not in the consolidated statement of comprehensive income.

Deferred income tax is provided on all temporary differences at the reporting date arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Deferred tax assets have been recognised in respect of the Group's tax losses carried forward.

Research and Development tax credits are recognised as receivables when they have been submitted to HMRC. The amount recognised is based on the expected value of the credit.

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Group makes estimates and assumptions concerning the future. The resulting accounting judgements will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

IMPAIRMENT

At each accounting reference date, the Group reviews the carrying amounts of its intangibles, property, plant and equipment and investments to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. An intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried in at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

During the year, it was assessed that the Cards intangible asset required writing down, resulting in a charge to the consolidated statement of comprehensive income of £221,580 (see note 9). The recoverable amount of this asset was assessed by management to be its value in use.

SEGREGATED FUNDS

As part of its business model, the Group issues e-money on behalf of its customers. Funds held on behalf of customers are administered in accordance with the Financial Conduct Authority's safeguarding regime to ensure that customer funds are appropriately segregated from Group funds. Management have considered the underlying transaction against the recognition criteria of IFRS 9 and made the decision not to recognise these funds on the balance sheet, on the basis that they are not permitted to be used for any purpose within the business. As at 31 December 2025, the balance of funds safeguarded by the Group on behalf of its customers amounted to £14.9m (31 December 2024: £12.8m).

SHARE-BASED COMPENSATION

The fair value of share-based awards is measured using the Black-Scholes model which inherently makes use of significant estimates and assumptions concerning the future applied by the Directors. Such estimates and judgements include the expected life of the options and the number of employees that will achieve the vesting conditions. Further details of the share option scheme are given in note 19.

ALTERNATIVE PERFORMANCE MEASURES

The Group uses the alternative performance measure of adjusted EBITDA. This measure is not defined under IFRS, nor is it a measure of financial performance under IFRS.

This measure is sometimes used by investors to evaluate a company's operational performance with a long-term view towards adding shareholder value. This measure should not be considered an alternative, but instead supplementary, to profit/(loss) from operations and any other measure of performance derived in accordance with IFRS.

Alternative performance measures do not have generally accepted principles for governing calculations and may vary from company to company. As such, the adjusted EBITDA quoted within the Group statement of comprehensive income should not be used as a basis for comparison of the Group's performance with other companies.

ADJUSTED EBITDA

The Group uses adjusted EBITDA, defined as profit/(loss) from operations, adding back share-based compensation, transaction costs associated with the Group's acquisitions, impairment, depreciation and amortisation charges, profits/losses on the disposal of subsidiaries, operating income related to interest on client balances, deferred consideration income and IFRS 16 accounting transactions.

1 revenue and SEGMENTAL REPORTING

All of the Group's revenue arises from its activities within the UK (although a proportion of revenue is derived from customers incorporated or residing outside of the UK). Management considers there to be only one operating segment within the business based on the way the business is organised and the way results are reported internally.

Revenue is as follows:

2 (LOSS)/PROFIT FROM OPERATIONS

Amounts payable to the Group's auditor in respect of both audit and non-audit services:

3 OTHER OPERATING INCOME

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

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

Interest earned on the Group's own cash is recognised within 'Finance and other income' in the consolidated statement of comprehensive income.

The Group has recognised other operating income of £nil (2024: £139,640) in respect of the release of the deferred consideration liability related to the acquisition of Capital Currencies Limited.

4 INTEREST AND SIMILAR ITEMS

5 EMPLOYEES

The average monthly numbers of employees in the Group (including the Directors) during the year was made up as follows (the Company has no employees other than the Directors):

REMUNERATION OF KEY MANAGEMENT PERSONNEL

The remuneration of the Directors, who are the key management personnel of the Group, is set out below in aggregate. Further information about the remuneration of the individual Directors is provided in the Directors' Remuneration Report in the Annual Report 2025.

During the year, no (2024: nil) Directors exercised any (2024: nil) share options.

6 Pension costs

The Group operates a defined contribution pension scheme. The scheme and its assets are held by independent managers. The pension charge represents contributions due from the Group and amounted to £135,164 (2024: £93,813). At 31 December 2025, contributions of £37,384 remained outstanding and are included within other payables (2024: £32,641).

7 taxation

The tax on the profit on ordinary activities for the period was as follows:

FACTORS AFFECTING FUTURE CHARGES

As at 31 December 2025, the Group had tax losses carried forward of £2,084,135 (31 December 2024: £1,588,998) in respect of which it had recognised a deferred tax asset of £521,034 (31 December 2024: £397,250). The total net deferred tax asset as at 31 December 2025 was £471,802 (31 December 2024: £302,381) (see note 12).

The tax rate applicable for the year ended 31 December 2025 was 25%.

8 earnings PER SHARE ("EPS")

9 GROUP INTANGIBLE ASSETS

The Cards intangible asset was assessed for impairment at the end of the year. Through this process it was determined that the fair value less the costs to sell of this asset was lower than its carrying value and should be written down, resulting in an impairment charge of £221,580 (2024: £nil).

Individual capitalised components of the internally developed software intangible asset are amortised over 3 years from the date available for use, resulting in remaining periods ranging from 0 to 3 years at 31 December 2025 (2024: 0 to 3 years). 

Company INTANGIBLE ASSETS

10 GROUP RIGHT-OF-USE ASSETS

11 GROUP property, plant and equipment

12 deferred tax

The Group recognised the following movements in deferred tax:

The Company recognised the following movements in deferred tax:

13 investments

At 31 December 2025, the Company recognised an impairment of £102,770 (2024: £116,255) reducing the carrying value to £nil (2024: £102,770).

Shares in subsidiary and associate undertakings are stated at cost. As at 31 December 2025, the Company owned the following principal subsidiaries, which are included in the consolidated accounts:

Pangea FX Limited did not trade during 2025 and was struck off on 25 February 2026.

14  current trade and other receivableS

For the year ended 31 December 2025, £64,643 was recorded as a bad debt expense (2024: £13,744).

15 loan notes

The non-convertible loan note of £1,800,000 issued to Robert O'Brien is repayable on 31 December 2028 and has an 8.5% coupon rate payable quarterly in arrears. These represent revised terms following an agreement that was entered into between the Company and Robert O'Brien on 13 November 2025 to convert £200,000 of loan note principal into ordinary shares in the Company, at a subscription price of 19 pence per ordinary share, and to extend the repayment term from 31 July 2026 to 31 December 2028. As part of this process, the coupon rate on the outstanding loan principal was changed from 6% to 8.5%.

16 current trade and other payables

17 lEASE LIABILITIES

Maturity analysis