Final Results

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014.

21 March 2017

MoneySwap plc

("MoneySwap" or the "Company")

Audited results for the year ended 31 March 2016

MoneySwap (AIM: SWAP) announces the Company's audited results for the 12 months ended 31 March 2016 (the "FY2016 Final Results").

In accordance with AIM Rule 20, a copy of the annual report and accounts for the FY2016 Final Results will shortly be made available on the Company's website, www.moneyswapholdings.com, and will be sent to the Company's shareholders.

- Ends-

For further information, please contact:

About MoneySwap (www.moneyswap.com)

MoneySwap provides payment solutions and gateways to merchants, which allow both online and point of sale transactions to be settled using UnionPay cards in the UK. In addition, UnionPay has licensed MoneySwap for its MoneyExpress service, which enables overseas persons to send funds directly to UnionPay cardholders in China. The Company's shares are traded on the London Stock Exchange's AIM market (AIM: SWAP). More information can be found at www.moneyswap.com.

CHIEF EXECUTIVE OFFICER'S STATEMENT

Dear Shareholders,

The results for the year ended 31 March 2016 were disappointing; MoneySwap Plc ("Moneyswap", the "Company" or the "Group") did not make any significant progress in building its revenue base to a sustainable level, notwithstanding that revenues and gross profit increased substantially in percentage terms during the year. Total revenues in the year were US$397,056 (year ended 31 March 2015: US$162,602) and gross profit was US$178,728 (year ended 31 March 2015: US$99,938). The loss for the year of US$3.1 million was marginally less than the loss incurred for the year ended 31 March 2015 (being US$3.5 million). The losses reflect the fact that the fixed cost element of the Group's operations requires significantly more volume across the Group's platforms than has been achieved in order to generate profits.

Net liabilities at 31 March 2016 were US$2,034,967 (31 March 2016: US$2,781,677).

Current trading and financing

Since 31 March 2016 the Company has continued to suffer from insufficient working capital and significant cost reductions have been necessary. This in turn has impacted negatively on the ability of the Group to market its platforms and products and the Group continues to incur losses.

The Company has made a number of announcements in recent months updating shareholders on the Board's efforts to secure a substantial refinancing of the Group. Capital needs have been funded through a number of loans from related and unrelated parties, including Wraith Holdings B.V. ("Wraith" and the "Wraith Loan"). The Wraith principal is a USA-based investor with interests and experience in payment processing, payment card issuance and financial services.

The Company has today announced that it has entered into a subscription agreement with Wraith (the "Wraith Subscription Agreement"), pursuant to which Wraith has agreed to subscribe US$3.005 million through the issue of new ordinary shares in the Company. These new ordinary shares will represent approximately 67% of the enlarged share capital of the Company (the "Subscription"). In addition the Company has granted Wraith an option to subscribe for additional shares that would take Wraith's holding up to 75% of the fully diluted share capital at a price of GBP0.001 per share (which based on the current share capital) would result in Wraith paying a further US$1.414 million of subscription monies ("Option"). In the event that Wraith makes the full subscription including the Option it will come to own a maximum of 75% of the enlarged and fully diluted share capital. The subscription agreement is conditional inter alia, on: i) publication of these financial statements and the unaudited results for the six months ended 30 September 2016; ii) the receipt of a no objection letter from the Financial Conduct Authority; iii) the lifting of the current suspension of trading of the Company's shares (and depository interests) on AIM, the continued admission of the Company's trading on AIM and the continued engagement of Allenby Capital as the Company's nomad; and iv) the approval of the Company's shareholders of the Subscription and Option at a forthcoming General Meeting of the Company which will be convened for a date in April 2017.

As part of the agreements associated with the Wraith Subscription Agreement, at completion of the Subscription Wraith will acquire certain debt obligations of the Company totaling US$1.425 million which, together with the amounts outstanding under the Wraith Loan, will be set-off in part against the obligation to pay the subscription proceeds due under the Subscription.

The Board believes that it is likely that the conditions precedent to the Wraith Subscription will be met or waived by Wraith and that the subscription will proceed on the basis set out in the Wraith Subscription Agreement. This will allow the Group to be restored to a sound financial footing and to benefit from Wraith's plan for generating new and increased revenue streams using the existing Group platforms and products. However as of the date hereof the conditions precedent have not been met. In this regard I would draw your attention to the accounting policies note 2 in the financial statements and the auditors' reports on the financial statements. These reports contain an emphasis of matter as to the going concern basis on which these financial statements have been prepared.

Board changes

There have been a number of management changes at Board level. On 11 November 2015 Richard Proksa resigned as CEO (but remained as a director of the Company), Mr Kung-Min Lin assumed the role of Chairman and CEO and Ms Yu Shu Fen was appointed as an Executive Director. On 30 December 2015 Mr Proksa and Mr Lin stepped down as directors, Ms Yu assumed the role of CEO and I assumed the role as Chairman.

On 30 August 2016, subsequent to the year end, Ms Yu resigned as CEO and I assumed the role of Interim CEO in addition to my role as Chairman. Given the financial position of the Company it has not been possible to appoint a permanent CEO. Following the completion of the proposed subscription by Wraith it is intended that a new CEO will be appointed as soon as reasonably possible thereafter.

Suspension from trading on AIM

The Company's shares were suspended from trading on AIM on 21 September 2016 for failure to publish its audited financial statements for year ended 31 March 2016 within six months of the period end. In addition, the Company was required to publish its interim results for the six months ended 30 September 2016 prior to 31 December 2016. Following the publication of these 2016 Results, these suspension conditions have now been satisfied, however, the Company has been informed by its registrars that, as a result of unpaid fees due to the Company's working capital constraints, the depositary interest ("DI") facility put in place at the time of the Company's admission to trading on AIM has been cancelled. As the Company is incorporated in Gibraltar, its ordinary shares are not eligible for electronic settlement in the UK. The DIs were put in place in order to provide holders of ordinary shares with a mechanism of electronic settlement using the CREST system.

The AIM Rules for Companies require that all AIM Companies must ensure that their securities are eligible for electronic settlement. As a result, the Company's shares will remain suspended from trading on AIM until such time that the Company has put in place a replacement DI facility. The Company has been working with its registrars with regards to implementing a new DI facility and anticipates that this will be in place prior to the date of the extraordinary general meeting which is to be held on or about 19 April 2017. An update will be provided in due course.

In conclusion, whilst the financial results for the year ended 31 March 2016 and subsequent trading are totally unsatisfactory I believe that completion of the Wraith Subscriptions, its participation in the Company's governance process and its business development support will result in a brighter future. To get to this point after an extremely difficult period has required huge effort and support from various stakeholders; employees, shareholders, lenders and advisers and I am extremely grateful for all their efforts.

Craig Niven

Chairman and Interim Chief Executive Officer

Date: 20 March 2017

STRATEGIC REPORT

The directors present their strategic report for the year ended 31 March 2016.

Business review and future developments

A detailed review of the Group's business and future developments is included in the Chief Executive Officer's Statement on pages 3 to 4 of the annual report and accounts.

Notes 3 and 25 set out the Group's key sources of uncertainties associated with estimation and judgment as well as financial risk management policies for its exposure to various risks. In addition, the Group also faces the following risks:

Going concern

The going concern status of the Group requires critical judgments to be made. These are addressed in note 2.

Dependence on banks

The Group is dependent upon its relationship with banks, which process payments between the Group and its customers. The Group has good relationships with several banks and we consider there are numerous choices of banks available to us and therefore, this risk is not materially affecting our business operations.

IT development and risk of failure

Services based on sophisticated software and computing systems may encounter development delays, and the underlying software may contain undetected errors or failures when introduced or when the volume of services provided increases. The Group has an experienced IT team to take care of, monitor the performance of and to update our systems.

Monetary and central bank regulations

The Group's business activities are subject to different and changing monetary and central banking regulations in each of the territories it operates in or intends to operate. Our legal and compliance team is knowledgeable in this area and ensures the Group is in compliance with the relevant regulations at all times.

Anti-money laundering and know your customer

The Group treats anti-money laundering ("AML") regulations seriously and has implemented a number of stringent processes to ensure AML compliance. This includes an extensive "know your customer" policy and applying AML criteria to each transaction processed on behalf of customers.

Economic conditions

Changes in economic conditions, in Asia-Pacific, Europe or elsewhere (for example in relation to interest rates, exchange rates, inflation, rates of tax, industry conditions, regulatory protection, competition, political and diplomatic events and other factors) could affect the Group's prospects and returns. Also, with the Group's focus on providing merchant acquisition and remittance services for UnionPay, transaction volumes on visitors' spending, settlement of online e-commerce payments and overseas remittances to China may be affected by the overall economic conditions, and thus the Group's financial performance may be affected. The Group's management has been closely monitoring the trends of economic conditions and will focus on projects which take advantage of the trends.

Given the early stage of operations of the business, the Company's directors are of the opinion that analysis using key performance indicators is not necessary for an understanding of the development, performance or financial position of the business. The key performance indicators analysis will be provided in future years when they become more relevant.

By order of the Board

Craig Niven

Director

Date: 20 March 2017

DIRECTORS' REPORT

The directors present their report together with the audited financial statements of the Group for the year ended 31 March 2016.

Principal activities

The Group's principal activities are providing merchant acquisition and remittance services for China UnionPay, and operating an online peer to peer foreign exchange and payment platform.

Business review

A detailed review of the Group's business and future developments is included in the Chief Executive Officer's Statement on pages 3 to 4 of the annual report and accounts.

Results and dividends

The Group's loss for the year of US$3.07 million (2015: loss of US$3.46 million) is reported in the consolidated statement of profit and loss and other comprehensive income on page 14 of the annual report and accounts. Further explanations of the results for the year are included in the Chief Executive Officer's Statement.

The directors do not recommend the payment of a dividend for the year ended 31 March 2016 (2015: US$nil).

Financial risk management policies

Note 25 sets out the Group's financial risk management policies for its exposure to various risks.

Post balance sheet events

Post balance sheet events are disclosed in note 31.

Directors

The directors who held office during the year and up to the date of this report were as follows:

The following directors held share options as at 31 March 2016:

The remuneration of directors during the year was as follows:

# Resigned on 30 December 2015.

## Resigned on 30 August 2016.

In accordance with articles 133 to 135 of the Company's articles of association, one-third of the directors shall retire from office at the forthcoming annual general meeting. The directors shall retire by rotation, for which one-third of the directors who have been longest in office since their last election shall retire at the forthcoming annual general meeting and, being eligible, offer themselves for re-election.

Payments to creditors

The Group's policy on payment practice is to settle the payment with creditors in accordance with the agreed terms of business transactions.

Auditors

The auditors of the Group are Nexia Smith & Williamson. The auditors of the Company for statutory reporting purposes in Gibraltar are RSM Audit (Gibraltar) Limited (formerly Benady Cohen & Co Limited).

Resolutions to reappoint both firms will be put to the members at the annual general meeting.

By order of the Board

Craig Niven

Director

Date: 20 March 2017

INDEPENDENT GROUP AUDITOR'S REPORT TO THE MEMBERS OF MONEYSWAP PLC

We have audited the Group financial statements of MoneySwap plc for the year ended 31 March 2016 which comprise the Consolidated Statement of Profit and Loss and Other Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity and the related notes 1 to 31. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

This report is made solely to the parent Company's members, as a body, in accordance with our engagement letter. Our audit work has been undertaken so that we might state to the parent Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent Company and the parent Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditor

As explained more fully in the Directors' Responsibilities Statement set out on page 9 of the annual report and accounts, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. This responsibility includes designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Financial Reporting Council's (FRC's) Ethical Standards for Auditors and the Code of Ethics issued by the International Ethics Standards Board for Accountants, as appropriate.

As Group auditors, we have agreed that our responsibilities in relation to the Annual Report will be those as set out below.

We report to you our opinion as to whether the Group financial statements give a true and fair view. We also report to you whether in our opinion, the information disclosed in the Directors' Report is consistent with the Group financial statements, if the Group has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by the AIM Rules for Companies regarding Directors' remuneration and other transactions is not disclosed.

Scope of the audit of the financial statements

A description of the scope of an audit of financial statements is provided on the FRC's website at www.frc.org.uk/auditscopeukprivate.

Opinion on financial statements

In our opinion:

· the financial statements give a true and fair view of the state of the Group's affairs as at 31 March 2016 and of the Group's loss for the year then ended;

· the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union.

Emphasis of matter - Going concern

In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosures made in note 2 to the financial statements concerning the Group's ability to continue as a going concern. The Group incurred a net loss of US$3,065,096 during the year ended 31 March 2016, had current liabilities exceeding total assets by US$1,293,367 and had net current liabilities of US$2,002,470 at 31 March 2016. As described in note 2 to the financial statements, the directors have identified that:

· the going concern status of the Group is dependent upon the completion of the subscriptions of the Company's shares by Wraith Holdings B.V.;

· the completion of the first subscription is dependent upon fulfilment of contractual conditions which are required to be met following the release of these financial statements; and

· fulfilment of certain of the contractual conditions is outside the control of the directors.

This matter, along with the other matters explained in note 2 to the financial statements, indicates the existence of material uncertainties which may cast significant doubt about the Group's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.

Opinion on other

In our opinion the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where we would report to you if, in our opinion:

· we have identified material misstatements in the Directors' Report; or

· we have not received all the information and explanations we require for our audit.

CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME 

FOR THE YEAR ENDED 31 MARCH 2016

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2016

The financial statements were approved by the Board of Directors on 20 March 2017 and were signed on its behalf by:

Craig Niven Saihua Xu

Director Director

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2016

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2016

BASIS OF PREPARATION

The financial information set out in this preliminary announcement does not constitute statutory accounts as defined under Gibraltar company law.

The summarised Consolidated Statement of Financial Position at 31 March 2016 and the summarised Consolidated Statement of Comprehensive Income, summarised Consolidated Statement of Changes in Equity, summarised Consolidated Statement of Cash Flows and associated notes for the year then ended have been extracted from the Group's 31 March 2016 statutory financial statements upon which the auditor's opinion is unqualified, but their report draws attention to the disclosures made in respect to going concern as detailed in note 2. The full 2016 statutory financial statements are detailed on the Company's website www.moneyswapholdings.com

 Those financial statements have not yet been delivered to the registrar of companies.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AND COMPANY STATEMENT OF FINANCIAL POSITION

FOR THE YEAR ENDED 31 MARCH 2016

1 General

MoneySwap Plc (the "Company") and its subsidiaries (together the "Group") are principally engaged in providing merchant acquisition and remittance services for China UnionPay ("CUP"), and operating an online peer to peer foreign exchange and payment platform.

The Company is a public limited company incorporated and domiciled in Gibraltar. The Company's shares were listed on the Alternative Investment Market ("AIM") of the London Stock Exchange on 31 August 2011.

2 Significant accounting policies

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union ("EU"). IFRSs are subject to amendment and interpretation by the International Accounting Standards Board ("IASB") and the IFRS Interpretations Committee and there is an ongoing process of review and amendment by the European Commission.

These accounting policies comply with IFRSs that were mandatory for accounting for the year ended 31 March 2016.

The consolidated financial statements also comply with the Gibraltar Companies Act 2014. Under Section 288(2) of the Gibraltar Companies Act 2014, the Company is exempt from the requirement to present its own statement of profit and loss and other comprehensive income.

The Government of Gibraltar passed into law the Companies Act 2014 ("the New Act") on 1 November 2014. The accounting and audit provisions of the New Act came into force for annual periods commencing on or after 1 November 2014. The adoption of the New Act by the Company and the Group has not had a significant impact on the financial statements and results.

The parent company made a loss after tax of US$4,139,912 (2015: loss of US$3,186,233).

The principal accounting policies adopted by the Group in the preparation of its financial statements for the year ended 31 March 2016 with comparatives for the year ended 31 March 2015, are set out below. The accounting policies have been consistently applied to all periods provided.

Going concern

The Board has considered the basis for adopting a policy of preparing the financial statements on a going concern basis in the light of the current financial position of the Company and the Group, its future trading prospects and having regard to various agreements that have been entered into as between the Company, Wraith Holdings B.V. ("Wraith"), Leading Empire Group Limited ("LE"), Avance Development Corporation ("Avance"), Broad Rivers International Limited ("Broad Rivers") and Changsha Zhangdian Investment Company Limited ("Changsha") (certain of which are included in note 19 and 20) and agreements reached with past and present Directors and Mr Henry Lin. The Board has also had regard to a letter received from Wraith which together with the attachments thereto demonstrates availability of funds.

The Board has concluded that the going concern basis is appropriate as a basis on which to draw up the financial statements having regard to the following:

Wraith has entered into a loan agreement after the year end with the Company providing for a bridge loan facility of US$725,000. As of 20 March 2017 US$435,000 had been drawn or agreed as drawdowns under this facility leaving US$290,000 available but undrawn. The Board believes this will provide sufficient working capital for the Company up to the time of the first subscription under the subscription agreement that has been entered into between Wraith and the Company.

The subscription agreement as between Wraith and the Company provides for Wraith, subject to the satisfaction of a number of conditions (see below) to subscribe US$3.005 million for new ordinary shares in the company (representing circa 67% of the enlarged share capital) such subscription to be satisfied as to the cancellation of US$1.425 million of debt obligations owed at that point to Wraith (by virtue of the assignment agreements entered into between the Company, Wraith, Avance, LE and Changsha), cancellation of outstanding loans to Wraith at the time of the first subscription, estimated to be at that point US$500,000 and cash of US$1.080 million. Completion of the first subscription will provide the Group with sufficient funds to bring existing creditors substantially up to date, meet outstanding costs of the transactions, repay US$100,000 to Broad Rivers and provide additional working capital to fund the Company's operations.

Under the terms of the subscription agreement Wraith has an option to subscribe a further US$1.414 million in return for new ordinary shares. The Board believes it is likely that Wraith will exercise this option in whole or in part to provide the necessary additional working capital over the next 12 to 18 months and including effecting the repayment of the remaining US$1.1 million of debt obligations which will not have been extinguished at the time of the first subscription.

The Board has also had regard to the favourable impact on trading volumes that is expected to arise from the refinancing arising from the Wraith subscription agreement and the strengthening of the Group's financial position that arises therefrom. The Board also believes that Wraith is in a position and intends to introduce additional volumes of business across the Moneyswap platforms which can be redirected to Moneyswap by Wraith in the short term.

The Board has had regard to the conditions that remain to be satisfied in the Wraith subscription agreement. These are:

· The ordinary shares (and depositary interests) of the company remaining admitted to trading on AIM and the suspension of the trading being lifted; The Board considers that these conditions will be satisfied before an Extraordinary General Meeting of the Company expected to take place on or about 19 April 2017.

· The FCA having given approval for change of control of Moneyswap Limited; the Board expects this condition to have been fulfilled or waived by Wraith by the end of May 2017.

· The passing of various enabling resolutions by the shareholders of the Company; on the basis of the irrevocable undertakings received by the Company the Board expects this condition to have been satisfied at the EGM expected to be on or about 19 April 2017.

· Various warranties given by the Company remaining true and accurate; the Board expects this condition to be met given the nature and extent of the warranties.

· No material adverse change in major financial markets; whilst this is out of the Board's control such an event would historically be unusual and the Board also considers that such an event would also need to have material adverse effects on the Company's prospects in order for Wraith not to wish to proceed with the first subscription.

· That Allenby Capital Limited continues to be engaged as the Company's nominated advisor. The Board considers that this condition will be met throughout the period and for the foreseeable future.

So whilst the conditions create some uncertainty as to whether the subscription will proceed, this uncertainty is strictly limited and the Board believes that the conditions will be met or waived, the first subscription made, subsequent subscriptions made under the Wraith options and that with the debt of the Company largely extinguished and with the prospects for trading post the first subscription that the going concern basis is the right policy to adopt in the preparation of the accounts.

The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.

Basis of consolidation

The consolidated financial statements incorporate the results of the Company and entities controlled by the Company (its subsidiaries). These financial statements consolidate the results and statement of financial position of the Company and those entities treated as subsidiaries using the acquisition method of accounting.

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is expected to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit and loss and other comprehensive income from the date the Group gains control until the date when the Group ceases to control the subsidiary.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

Goodwill

Goodwill is the difference between the cost of an acquired entity and the aggregate of the fair value of that entity's identifiable assets and liabilities. Positive goodwill is capitalised on the consolidated statement of financial position.

Any goodwill that arises is tested annually for impairment. If any indications of impairment exist then an impairment loss is recognised if the carrying amount of the goodwill exceeds its estimated recoverable amounts.

Investment in associate

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but not control or joint control over those policies.

The results and assets and liabilities of associate are incorporated in the consolidated financial statements using the equity method of accounting. Under the equity method, investment in associate is carried in the consolidated statement of financial position at cost as adjusted for post-acquisition changes in the Group's share of the net assets of the associate, less any impairment in the value of individual investments.

Losses of an associate in excess of the Group's interest in that associate (which includes any long-term interests that, in substance, form part of the Group's net investment in the associate) are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.

Where a group entity transacts with an associate of the Group, profits and losses are eliminated to the extent of the Group's interest in the relevant associate.

Property and equipment

Property and equipment are stated at historical cost less depreciation less any recognised impairment losses. Subsequent costs are included in an asset's carrying amount only when it is probable that future economic benefits associated with the item will flow to the Group and the costs can be measured reliably. All other costs, including repairs and maintenance costs, are charged to the statement of profit and loss and other comprehensive income in the period in which they are incurred.

Depreciation is provided on all property and equipment and is calculated on a straight-line basis as follows:

Leasehold improvements - 20%

Office and computer equipment - 20%

Depreciation is provided on cost less residual value. The residual value, depreciation methods and useful lives are annually reassessed.

The carrying values of property and equipment are reviewed for impairment annually and when events or changes in circumstances indicate that the carrying value may be impaired. Any impairment is taken direct to the statement of profit and loss and other comprehensive income.

Intangible assets

Intangible assets consist of development expenditure incurred in respect of software for the Group's electronic exchange platform and payment gateway systems and is recognised as an intangible asset in accordance with the provision of IAS 38 "Intangible Assets". Capitalised development expenditure is stated at cost less accumulated amortisation and impairment losses, if any. Amortisation of these assets is charged to administrative and operating expenses in the statement of profit and loss and other comprehensive income on a straight-line basis over the expected useful economic life of the asset.

Amortisation is charged against assets from the date at which the asset becomes available for use and is calculated on straight line basis as follows:

Electronic exchange platform - 20%

Payment gateway systems - 20%

Where no intangible asset can be recognised, development expenditure is treated as expenditure in the period in which it is incurred.

Impairment of non-financial assets

At each reporting date, the directors review the carrying amounts of the Group's tangible and intangible assets 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.

Equity

Equity comprises the following:

· "Share capital" represents amounts subscribed for shares at nominal value.

· "Share premium" represents amounts subscribed for share capital, net of issue costs, in excess of nominal value.

·  "Share-based payment reserve" represents amounts credited for share option expenses, until exercise or forfeiture of share options, when the amounts are taken into share capital and premium or retained earnings.

· "Foreign exchange translation reserve" represents the exchange differences arising from the translation of the financial statements of the parent company into the Group's presentation currency and the translation at the closing rate of the net investment in the subsidiaries.

· "Combination reserve" represents amounts arising from the difference between the cost of the acquisition and the fair value of the assets to be recorded to the account for the share for share exchange, which occurred during the years ended 31 March 2011 and 31 March 2012.

· "Retained earnings" represents the accumulated profits and losses attributable to equity shareholders.

Financial instruments

Financial assets and financial liabilities are recognised in the consolidated statement of financial position when the Group becomes a party to the contractual provisions of the instrument.

Trade and other receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest method. A provision is established when there is objective evidence that the Group will not be able to collect all amounts due. The amount of any provision is recognised in the statement of profit and loss and other comprehensive income.

Trade and other payables are initially measured at fair value, and are subsequently measured at amortised cost using the effective interest rate method.

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

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

Convertible loan notes

At initial recognition the convertible loan notes which do not contain an equity component (see note 19) are measured at fair value and subsequently carried at amortised cost. There is no equity component of the convertible loan notes as the option to convert is at the sole option of the Company. The interest expense recognised in the statement of profit and loss and other comprehensive income for the convertible loan notes is calculated using the effective interest method.

If the note is converted, the carrying amounts of the convertible loan notes are transferred to share capital and share premium as consideration for the shares issued. If the note is redeemed, any difference between the amount paid and the carrying amount is recognised in the statement of profit and loss and other comprehensive income.

Revenue recognition

Revenue comprises commission from merchant acquisition services for China UnionPay ("CUP") and commission received on the execution of foreign exchange and fund transfers on behalf of the clients. Other income mainly comprises bank interest income, gain on de-recognition of convertible loan notes and service fee income.

Revenue

· Commission from merchant acquisition services is recognised based on settlement of the relevant payment transactions.

· Commission from remittance is recognised on an accruals basis following execution of the transactions.

Other income

· Bank interest income is recognised as it accrues using the effective interest method.

· Gain on de-recognition of convertible loan notes is recognised for the difference between the carrying amount and face value of the convertible loan notes upon de-recognition.

· Service fee income is recognised when the services are rendered.

Foreign currency translation

The functional currency of the Company is Sterling ("£"). As the Group operates in both Europe and Asia, United States dollars ("US$") is used as the presentation currency for the Group's consolidated financial statements. Foreign currency transactions by Group companies are recorded in their functional currencies at the exchange rate at the date of the transaction. Monetary assets and liabilities have been translated at rates in effect at the reporting date, with any exchange adjustments being charged or credited to profit or loss.

On consolidation, the assets and liabilities of the subsidiaries with non-United States dollars functional currency are translated into the Group's presentation currency at the exchange rate at the reporting date and the income and expenditure account items are translated at the average rate for the period.

For the purpose of foreign currency translation, the net investment in a subsidiary is determined inclusive of foreign currency intercompany balances for which settlement is neither planned nor likely to occur in the foreseeable future.

Foreign currency differences are recognised in other comprehensive income, and presented in the foreign currency translation reserve (translation reserve) in equity. If the operation is a non-wholly-owned subsidiary, then the relevant proportionate share of the translation difference is allocated to the non-controlling interests.

In the statement of cash flows, cash flows denominated in foreign currencies are translated into the presentation currency of the Group at the average exchange rate for the year or at the prevailing rate at the time of the transaction where more appropriate.

The exchange rate applied at the statement of financial position date was US$1.4370 per £1 (2015: US$1.4837).

Employment benefits

Provision is made in the financial statements for all employee benefits. Liabilities for wages and salaries, including non-monetary benefit and annual leave obliged to be settled within 12 months of the reporting date, are recognised in accruals.

Share-based payments

The grant-date fair value of share-based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service 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 meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment awards is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

The Group measures the cost of equity-settled share-based payments by reference to the fair value of the equity instruments at the date at which they are granted.

Lease payments

Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease.

Current tax

Current tax for each taxable entity in the Group is based on the local taxable income at the local statutory tax rate enacted or substantively enacted at the reporting date and includes adjustments to tax payable or recoverable in respect of previous periods.

Deferred tax

Deferred tax is calculated using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, if the deferred tax arises from the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss, it is not accounted for. Deferred tax is determined using tax rates and laws that have been enacted (or substantively enacted) by the reporting date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

Deferred tax liabilities are provided in full.

Deferred tax assets are recognised to the extent that it is probable that, i.e., more likely than not, future taxable profits will be available against which the temporary differences can be utilised.

Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the statement of profit and loss and other comprehensive income, except where they relate to items that are charged or credited directly to equity in which case the related deferred tax is also charged or credited directly to equity.

New standards and amendments adopted during the year

The following new standards and amendments became effective during the year:

· Amendments to IFRS 13 - Fair value measurement - effective for annual periods commencing on or after 1 July 2014

· Amendments to IAS 19 - Defined Benefit Plans: Employee Contributions - effective for annual periods commencing on or after 1 July 2014

· Amendments to IAS 24 - Related party transactions - effective for annual periods commencing on or after 1 July 2014

The adoption of the above new standards and amendments in the current year did not have material effect on the consolidated financial statements.

New standards and interpretations in issue but not yet effective

At the date of authorisation of these consolidated financial statements, the following standards and interpretations were in issue but not yet mandatorily effective and have not been applied in the financial statements:

· IFRS 9 - Financial Instruments - effective for annual periods commencing on or after 1 January 2018

· IFRS 14 - Regulatory Deferral Accounts - effective for annual periods commencing on or after 1 January 2016

· IFRS 15 - Revenue from Contracts with Customers - effective for annual periods commencing on or after 1 January 2018

· IFRS 16 - Leases - effective for annual periods commencing on or after 1 January 2019

· Amendments to IFRS 7 - Financial instruments: disclosures - effective for annual periods commencing on or after 1 January 2016

· Amendments to IFRS 11 - Joint Arrangements: Accounting for Acquisitions of Interests - effective for annual periods commencing on or after 1 January 2016

· Amendments to IAS 7 - Disclosure Initiative - effective for annual periods commencing on or after 1 January 2017

· Amendments to IAS 12 - Recognition of Deferred Tax Assets for Unrealised Losses - effective for annual periods commencing on or after 1 January 2017

· Amendments to IAS 16 and IAS 38 - Clarification of Acceptable Methods of Depreciation and Amortisation - effective for annual periods commencing on or after 1 January 2016

· Amendments to IAS 27 - Equity Method in Separate Financial Statements - effective for annual periods commencing on or after 1 January 2016

The directors anticipate that the adoption of these standards and interpretations may have a material impact on the consolidated financial statements in the period of initial adoption, however this has not been quantified.

3 Critical accounting estimates and judgements

In preparing the consolidated financial statements, IFRSs requires management to exercise its judgement in the process of applying the Group's accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The critical accounting estimates and judgments made by the Group regarding the future or other key sources of estimation uncertainty and judgment that may have a significant risk of giving rise to a material adjustment to the carrying values of assets and liabilities within the next financial year are:

Going concern

The going concern status of the Group requires critical judgments to be made. These are addressed in note 2.

Share-based payments

The Group measures the cost of share options granted by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an external valuer using a Binomial model, with the assumptions detailed in note 17. The accounting estimates and assumptions relating to these share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact expenses and equity.

Impairment of goodwill

The Group determines whether goodwill is impaired on an annual basis. This requires an estimation of the recoverable amount of the cash-generating units, using value-in-use calculations, to which the goodwill is allocated. These value-in-use calculations require the Group to estimate the future cash flows expected to arise from the cash-generating units and a suitable discount rate in order to calculate the present values. The assumptions used in this estimation of recoverable amount and the carrying amount of goodwill are discussed in note 11.

Intangible assets - development expenditure

The Group's accounting policy for development expenditure results in certain items of expenditure being capitalised where it is considered likely to be recoverable by future revenue generated from sales achieved by the Group. This policy requires management to make certain estimates and assumptions as to future events and circumstances. Any such estimates and assumptions may change as new information becomes available. If, after having capitalised the expenditure under the policy, a judgement is made that recovery of the expenditure is unlikely, the relevant capitalised amount will be written off to the statement of profit and loss and other comprehensive income. 

Impairment of development expenditure

In accordance with the Group's accounting policy, each asset (or cash generating unit) is evaluated every reporting period to determine whether there are any indications of impairment. If any such indication exists, a formal estimate of recoverable amount is performed and an impairment loss recognised to the extent that carrying amount exceeds recoverable amount. The recoverable amount of an asset (or cash generating group) of assets is measured at the higher of fair value less costs to sell and value in use.

Fair value is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. Value in use is also generally determined as the present value of the estimated future cash flows, but only those expected to arise from the continued use of the asset in its present form and its eventual disposal. Present values are determined using a risk-adjusted pre-tax discount rate appropriate to the risks inherent in the asset. Future cash flow estimates are based on expected sales volumes and prices (considering current and historical prices, price trends and related factors), operating costs and future capital expenditure.

This policy requires management to make these estimates and assumptions which are subject to risk and uncertainty. Hence, there is a possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the capitalised development expenditure. In such circumstances, some or all of the carrying value of the asset may be impaired and the impairment would be charged against the statement of profit and loss and other comprehensive income. For details, please refer to note 12.

Useful economic life of intangible assets

For intangible assets which have a finite life, the directors revisit their estimate of useful economic life at each period end and revise accordingly. The directors take into consideration the intangible asset and related sales volume (including historic and projected).

4 Segmental information

In the opinion of the directors, the Group has three business lines as described below, which are managed separately as they require different strategies:

- Prepaid cards ("PP cards")

- Merchant acquisition and remittance services for CUP ("Merchant acquisition and remittance")

- Peer to peer foreign exchange and payment ("P2P")

For the Group's internal reporting process, operating performance for peer to peer foreign exchange and payment are assessed together and therefore, their segmental results are combined.

The directors consider that it is neither possible nor meaningful to distinguish aggregate amortisation and depreciation, other administrative and operating expenses and taxation between the business segments, nor segmental net assets and liabilities. As a result these amounts are not reported to the chief operating decision maker on a segmental basis.

The Group is organised around two main geographical areas and a split of the geographical segments is as follows:

The major changes in segment assets during the year mainly relate to the decrease in property and equipment and intangible assets for normal depreciation/amortisation.

5 Other income

6 Staff costs

Staff costs, including directors' remuneration, are as follows:

During the year, the average number of persons employed by the Group is 21 (2015: 21), categorised as follows:

The total remuneration of the directors for each year is as follows:

7 Loss before taxation

Loss before taxation is stated at after charging/(crediting) the following: