ANNUAL REPORT
For the year ended 31 December
2024
2024
Strategic Report
Strategic Framework
Performance Highlights
Chairman’s Statement
Chief Executive Officer’s Review
Investment Case
Chief Financial Officer’s Review
Risk Management
Governance
Board of Directors
Corporate Governance Report
ESG
Section 172 Statement
Audit Committee Report
Directors’ Remuneration Report
Directors’ Report
Financial Statements
Independent Auditor’s Report
Consolidated Financial Statements
Notes to the Financial Statements
Company Information
Contents
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68
Strategic Framework
Finseta is...
A foreign exchange and payments
company offering multi-currency
accounts to businesses and individuals
With a strategy to grow via…
Expanding our
geographic
footprint and
capabilities
•
Establishing new
counterparty
relationships to
increase the number of
currencies our clients
can transact with and
countries they can
send money to
•
Expanding our
regulatory capabilities
on a global scale to
benefit from local
payment rails and
lower transaction
costs
Enhancing our
product and
service offering
•
Expanding our global
payments network
to cater for further
payment methods as
well as broaden our
offer to additional
jurisdictions and
industries
•
Strengthening our
compliance function
to be able to serve
clients with complex
requirements
•
Continued product
innovation to
offer clients more
functionality and an
improved experience
Investing in people
•
Growing our expert
team
•
Continued
professional
development of all
staff members
•
Engaging with our
team and being a
responsible employer
•
Expanding and
strengthening our
network of introducers
3
Governance
Company Information
Financial Statements
Strategic Report
We will achieve success by adhering to our core values
We always put our
clients first
We treat everyone with
respect
In all of our activities we are
transparent
We work together as
one team
Our MISSION is...
to build a global payments capability with a best-
in-class multi-currency account, which will...
allow us to realise our VISION of being the go-to digital account
for businesses and high-net-worth individuals transacting
internationally and...
fulfil our PURPOSE of making international payments and
foreign currency management available to more types of
business and enabling them to pay in or pay out, in any
currency, via any payment method anywhere in the world*.
* Subject to regulatory restrictions
Strategic Report
Governance
Company Information
Financial Statements
4
Annual Report and Accounts 2024
4
Revenue
Gross Margin
Growth in active customers** to 1,059 (2023: 906); and completed strategic
transition to wholly direct sales
New counterparty partnerships established to broaden the number of
currencies and countries where the Group can transact – now able to pay out
to over 165 countries in 150 currencies
Received regulatory approval to provide payments services in Canada and,
post year end, the United Arab Emirates
Signed agreement with Mastercard and, post year end, launched corporate
card scheme
Implemented multiple platform enhancements, including introduction of mass
payments feature
Adjusted* EBITDA
Cash generated from
operations
Profit before tax
£1.4m
(2023: £1.3m)
Cash and cash equivalents
£2.6m
(31 December 2023: £2.3m)
£11.4m (2023: £9.6m)
65.7% (2023: 63.4%)
£2.0m (2023: £1.7m)
£2.2m (2023: £2.0m)
Annual Report and Accounts 2024
* Adjusted to exclude other operating income, share-based compensation,
profit from the disposal of a subsidiary and transaction costs, and the rental
cost of the Group’s corporate premises (see the Chief Financial Officer’s
Review for further detail)
** Defined as customers who traded through Finseta during the 12-month periods to 31 December 2024 and 2023 respectively
Performance Highlights
5
Governance
Company Information
Financial Statements
Strategic Report
6
Annual Report and Accounts 2024
I am pleased to report another year of significant
financial and operational progress. We generated
record revenue – with year-on-year growth of 26%
on an underlying basis1 – as well as an improvement
in gross margin, increased EBITDA and positive
cashflows. This is the result of the actions we have
taken over the last couple of years to establish a
platform that can deliver sustainable growth while
also supporting our strategic execution.
Our key strategic initiative was to expand our
geographical footprint and regulatory capabilities.
In February 2024, we were granted a Money
Services Business licence from the Financial
Transactions and Reports Analysis Centre
of Canada, which allows us to operate as a
payments company in Canada and provide
payments services to Canadian businesses and
individuals. During the year, we worked to establish a
full-service office in Toronto, and we are delighted
that we have now commenced trading in this major
financial capital in North America.
We continued to progress through the approval
process with the Dubai Financial Services Authority
and were granted, post year end, a Category 3D
licence, which authorises us to provide payment
services within the United Arab Emirates (“UAE”). This
will enable us to significantly expand on our pre-
existing activities in the UAE by now being able to
service corporate and professional clients as well as
to transact locally to benefit from faster, more
efficient transaction processing. As one of the
world’s leading financial hubs, this represents a
significant market opportunity for Finseta.
Another significant strategic initiative was the
expansion of our payments methods to include
corporate cards. We signed an agreement with
Mastercard during the year and launched the
Finseta Corporate Card post year end. This will
provide us with an additional, repeatable revenue
stream, which enhances our offering to current
customers and enables us to target new corporate
customers that have specific card requirements.
Both of these initiatives, which we expect to be
important contributors to our future growth, mark
steps towards our goal of offering our clients the
ability to pay in or pay out, in any currency, via any
payment method anywhere in the world (subject to
regulatory restrictions). They will also strengthen our
business by diversifying our revenue streams.
To support this growth and expansion, we increased
our headcount during the year, making several high
quality hires. The achievements of 2024 would not
have been possible without the contribution of all of
our employees. Our people are fundamental to our
business, and to our success, and are highly valued
by the Board. Nevertheless, we constantly seek to
improve our team engagement and ensure that we
are a responsible employer, as outlined further in our
ESG report on pages 21-23.
The well-functioning Board remained unchanged
through 2024, and to date. The Directors bring a
range of complementary expertise and experience
– both within and outside of payments and FX
markets – and the Board is balanced between
executive and non-executive roles. This contributes
Chairman’s Statement
GARETH EDWARDS
Chairman
WE GENERATED RECORD REVENUE – WITH YEAR-ON-
YEAR GROWTH OF 26% ON A LIKE-FOR-LIKE BASIS – AS
WELL AS AN IMPROVEMENT IN GROSS MARGIN,
INCREASE IN EBITDA AND POSITIVE CASHFLOW.”
“
Strategic Report Governance Financial Statements Company Information
Strategic Report Governance Financial Statements Company Information
Annual Report and Accounts 2024
7
to a strong stewardship, which is particularly critical
during a period of expansion. While our business is
evolving, we ensure that we continue to adhere to
our core values of always putting our clients first,
treating everyone with respect, being transparent in
all of our activities and working together as one
team.
As we look ahead in 2025, we are excited for our
new ventures in the UAE and Canada, and to our
corporate card scheme beginning to contribute to
our growth. While this will be an important focus and
use of resources, we will also continue to pursue our
strategy of expanding our regulatory capabilities
and our global payments network. Notwithstanding
the macroeconomic backdrop, which is likely to
remain volatile, we are well-positioned for another
excellent year. On behalf of the Board, I would like to
thank our shareholders for their support to date and
we look forward to updating them on our progress
this year and beyond.
GARETH EDWARDS
Chairman
22 April 2025
Revenue Growth
26%
year-on-year underlying1 increase
New Payment Method
Signed an agreement with Mastercard
and launched the Finseta Corporate Card
post year-end
1 Defined as total revenue excluding revenue generated by the Group’s historic white
label business in 2023 and licencing revenue under an exceptional agreement in 2023
and 2024
8
Annual Report and Accounts 2024
Chief Executive Officer’s Review
This has been a milestone year for our company as
we progressed several significant strategic
initiatives while continuing to deliver strong growth.
We have expanded our offering, our sales team and
our introducer network, resulting in an increased
number of active customers. This has enabled us to
achieve growth in all key financial metrics in 2024.
At the same time, our agreement with Mastercard,
establishing a presence in Canada and adopting
‘Finseta’ as our new company name have
strengthened our business and our ability to deliver
value.
Performance
We delivered another year of significant growth in
revenue in 2024. As set out in the CFO’s Review
below, our underlying revenue increased by 26%
to £11.3m (2023: £8.9m) and reported revenue grew
by 19% to £11.4m (2023: £9.6m). This growth was
driven by an increase in active customers to 1,059
(2023: 906)1 reflecting the expansion of our sales
team and introducer network and sustained focus
on providing an exceptional level of service to our
corporate and high net worth individual (“HNWI”)
clients.
We completed our transition to only serving clients
directly, with all revenue being generated by direct
clients during the year (2023: 95%). By client type,
there was an increase in revenue generated by both
private clients (primarily HNWIs) and corporate
accounts. The proportion of total revenue
accounted for by private clients was 59% (2023:
64%) with corporate accounts contributing 40%
(2023: 34%). In respect of the majority of private
client revenue, whilst the underlying transaction is
with an individual, the relationship is via a corporate
that provides services to the individual. In addition,
we received £100k (2023: £220k) in revenue,
accounting for 1% of total revenue (2023: 2%), as the
final income generated under a licencing
agreement with the acquirers of Avila House, a
former subsidiary.
Strategic execution
Our growth strategy continues to be founded on the
three pillars of product, geography and people –
and we made considerable progress on all three in
2024. This contributed to our growth during the year,
but also strengthens the drivers of growth for the
years to come.
Product
A core element of our strategy is to establish a
global payments network that will enable clients to
be able to pay in from, and pay out to, any
jurisdiction (subject to regulatory restrictions) in any
currency and via any payment method. While it is
still relatively early days, a number of milestones in
advancing towards this goal were achieved during
the year.
Currencies & countries
We continued to expand our global payments
network by establishing new counterparty
partnerships. This enabled us to broaden the
number of currencies and countries where we can
transact, as well as expanding the business sectors
we can serve. We can now pay out to over 165
countries in 150 currencies compared with over 150
JAMES HICKMAN
Chief Executive Officer
WE HAVE EXPANDED OUR OFFERING, OUR SALES TEAM
AND OUR INTRODUCER NETWORK RESULTING IN AN
INCREASED NUMBER OF CUSTOMERS. THIS HAS
ENABLED US TO ACHIEVE GROWTH IN ALL KEY
FINANCIAL METRICS IN 2024.”
“
Strategic Report Governance Financial Statements Company Information
Strategic Report Governance Financial Statements Company Information
Payment method
We made significant progress this year towards
expanding our payment method offering with the
signing of a long-term agreement with Mastercard to
launch a corporate card scheme. The Finseta
Corporate Card, which was launched post year end,
is available to businesses as virtual or physical cards,
has multi-currency capability and can be used in
over 210 countries. This new offering will provide us
with an additional, high-margin, repeatable revenue
stream from business customers and will expand our
addressable target market. We have commenced
generating initial revenues from the corporate card
scheme from existing customers, which we expect to
ramp in the second half of 2025.
The introduction of a corporate card scheme is a key
element of our strategy to diversify our product
offering and expand our payment rails. As a
customer-first business, we aim to remove all barriers
to expenditure – enabling customers to make
payments wherever, whenever and however they
want. This additional offering enhances the service
that we can provide to our existing customers and
expands our target market to corporates where the
primary requirement is a corporate card scheme.
Service
We continued to undertake development work to
enhance the functionality of our platform, which will
further improve clients’ experience. This included
improving the customer onboarding process, which
has decreased onboarding times. We implemented
real-time transaction monitoring utilising artificial
intelligence to allow us to scale and create
efficiencies, which is particularly relevant for card
payments where the number of transactions are
much higher and more instantaneous than in our
regular payments business. In the second half of the
year, we introduced a mass payments feature, which
enables clients to make up to 1,000 multi-currency,
multi-market payments in a single transaction. This
feature has been well received – making an initial
contribution to 2024 revenue – with the number of
clients using it continuing to increase.
A key differentiator of our offer at Finseta is the high
level of personalised service provided to clients,
along with the experience of our team and the
strength of our compliance capabilities. Our Finseta
Solutions offering, which was established in 2023 and
is specifically focused on providing solutions to
clients with more complex needs and which require a
higher level of service, made good progress during
the year.
We have added further counterparty capability to
this new offering and have also added further
resource as the number of customers and partners
has continued to grow.
Geography
A core pillar of our strategy is geography – that is,
expanding our capabilities to enable clients to
transact to and from anywhere in the world (subject
to regulatory restrictions). This includes through
establishing further counterparty relationships, as
noted above, as well as expanding our own
geographical footprint and regulatory capabilities.
Annual Report and Accounts 2024
9
Revenue
£11.4m
(2023: £9.6m)
Active Customers
1,059
(2023: 906)
Direct Revenue
100%
(2023: 95%)
A significant milestone was achieved when we were
awarded a Money Services Business (“MSB") licence
from the Financial Transactions and Reports Analysis
Centre of Canada, which enables us to operate a
payments company in Canada and provide
payments services to Canadian businesses and
individuals. Having previously received enquiries
in Canada for our services through our existing
network, the establishment of a regulated business
will allow us to fully pursue such opportunities whilst
leveraging local payment rails and lowering
transaction costs. Following the receipt of the MSB
licence, we commenced the process of establishing
a full-service office, which was launched post year
end, to provide clients in Canada with the high-touch
service-led approach that is core to the Finseta
offering.
During the year, we continued to progress through
the approval process with the Dubai Financial
Services Authority and were granted, post year end,
a Category 3D licence that authorises Finseta to
provide payment services within the United Arab
Emirates (“UAE”). This will enable us to significantly
expand our existing activities in the UAE by now
being able to service corporate and professional
clients as well as to benefit from local payment rails.
Dubai is one of the world’s top financial centres and
represents a significant opportunity for Finseta. Our
introducer-led go-to-market approach is also
particularly well-suited to this business environment
with international professional services and advisory
firms having a substantial presence. The potential of
this market is significant and we are investing in our
UAE business to take advantage of the growth
opportunity we have.
We also continued to make progress with the
regulatory approval process in other jurisdictions
where we can leverage opportunities through our
existing network and thereby maximise our
resources.
People
As a high-touch, service-led business, the strength of
our people is crucial. We continued to invest in our
workforce with a fundamental contribution to our
growth during the year being the enhancement of
our sales team. We also expanded our Finseta
Solutions team and appointed a Country Manager
for Canada. We understand that the strength of our
business is also the strength of our people and, as
such, we remain committed to continuing to foster
excellence in our workforce as we look to continue to
expand our headcount through 2025.
With client acquisition being predominantly
introducer-led, relationships are key to Finseta’s
ongoing growth. Accordingly, we continued to
expand and deepen our network of introducers in
order to continue to increase our client base and
diversify payment flows across a broader range of
currencies.
Outlook
We have made a strong start to trading in the new
financial year, driven by continued growth in active
customers. As we progress through 2025, we also
expect our new product offerings – in particular, our
corporate card scheme and mass payments – as
well as our operations in Dubai and Canada, to make
an increasing contribution to revenue. As a result, we
are on track to report significant revenue growth for
2025, in line with the Board's expectations.
Looking further ahead, our key strategic initiatives
are set to substantially accelerate sales growth and
increase profitability in the medium term. While our
priority is to scale up these operations, we are also
continuing to pursue our strategy to further expand
our regulatory capabilities and enhance our service
offering. With the strong foundations that we have
already established, we are confident that these
actions will enable us to deliver sustainable growth
and generate value for our shareholders. We look
forward to reporting on our progress.
1 Defined as customers who traded through Finseta during the 12-month periods
to 31 December 2024 and 31 December 2023 respectively
10
Annual Report and Accounts 2024
JAMES HICKMAN
Chief Executive Officer
22 April 2025
Strategic Report Governance Financial Statements Company Information
Strategic Report Governance Financial Statements Company Information
Annual Report and Accounts 2024
11
Investment Case
Finseta is committed to delivering long-term, sustainable growth and creating value for its shareholders by providing a
high level of service coupled with an excellent online platform experience to solve currency and payment challenges
for businesses and individuals.
Fast-growing with track record of delivery
Three-year revenue growth of 70% CAGR combined
with profitability and positive operating cashflow
generation. Continued strategic execution includes
expanding currencies, countries and payment methods
and completing a transition to direct sales.
Targeting large, high-growth market
Operating in the substantial global market for cross-
border payments, with an expanding addressable
market for payment specialists such as Finseta, through
the structural shift away from traditional banks with
legacy systems or FX brokers that lack the resources to
keep pace with increasing compliance requirements.
Low risk operations
Finseta does not engage in speculative trades or trade
from its own balance sheet – thereby operating as a
Riskless Principal. It has invested significantly in its
regulatory and compliance capabilities, which are
maintained as a key priority. Finseta’s diversified
business is not reliant on particular currency pairs or
payment corridors.
Highly cash generative model
Payments are primarily acilitated through counterparty
relationships requiring limited use of Finseta’s balance
sheet, with low working capital intensity enabling high
cash conversion. In addition, Finseta's highly scalable
technology platform will drive further operating
leverage as the Group grows.
Differentiated commercial strategy
Focused on facilitating corporate customers and
HNWIs with high-value, complex, niche or compliance-
intensive transactions, with a high-touch service and
bespoke solutions offering. Finseta does not compete in
the high-volume-low-value retail market.
Foundations for long-term, sustainable growth
Finseta’s high-touch, customer centric culture
establishes long-term relationships. The proprietary,
scalable platform facilitates future growth and
product/service innovation. Investing in expanding
internationally and into new markets, with broader
capabilities, along with employee development,
positions Finseta to deliver sustainable, long-term
growth.
12
Annual Report and Accounts 2024
2024 was another year of strong trading
performance for Finseta, with growth achieved
across all key financial metrics.
Revenue for the 12 months to 31 December 2024
grew by 19% to £11.4m (2023: £9.6m). On an
underlying basis1, revenue for FY 2024 increased by
26% to £11.3m compared with £8.9m for the previous
year. This growth was primarily a result of an
increase in active customers, reflecting the
expansion of our sales team and introducer network.
Gross margin improved to 65.7% (2023: 63.4%),
which primarily reflects the strategic decision to
offboard the historic white label business in prior
years. The improvement in gross margin combined
with the increased revenue resulted in a 21%
increase in gross profit to £7.5m (2023: £6.2m).
Operating expenses were £6.3m in 2024 compared
with £5.1m for the previous year. This primarily relates
to additional sales team hires as the business invests
for future growth, increased performance-related
bonuses commensurate with the Group’s
performance and higher depreciation as a result of
the Group’s move to a new leased corporate
premises in the second half of 2023. There was also
an increase in marketing expenses to support the
Group’s rebrand to ‘Finseta’; travel expenses in
support of the Group’s strategic geographic
expansion; and licensing costs to support further
enhancements to the Group’s onboarding and
transaction monitoring capabilities.
We recognised other operating income of £0.3m
(2023: £0.4m). This comprised £0.2m (2023: £0.4m) of
interest based on client cash balances (see note 3 to
the financial statements) and £0.1m (2023: £nil) from
the reversal of a provision for the final earn-out
payment related to the acquisition of Capital
Currencies.
Thanks to the strong operating performance, there
was an increase in adjusted EBITDA to £2.0m
(2023: £1.7m) and in profit from operations to £1.7m
(2023: £1.4m). Adjusted EBITDA is stated after the
add-back of other operating income, share-based
compensation, profit from the disposal of a
subsidiary, transaction costs and non-cash based
accounting adjustments in respect of the Group’s
corporate premises (see the statement of
comprehensive income for further detail).
Profit before tax was £1.4m in 2024 compared with
£1.3m for 2023. Tax expense for the year was £395k
compared with a tax credit of £843k in the prior year
which primarily arose due to the recognition of a
£818k deferred tax asset in 2023 relating to tax
losses following our transition to profitability. As a
result, net profit was £1.1m (2023: £2.1m).
Basic earnings per share were 1.74 pence (2023: 3.77
pence). On a fully diluted basis, earnings per share
were 1.66 pence (2023: 3.76 pence). This reflects an
increase in the weighted average number of
ordinary shares (due to an issuance of shares during
2023) and in outstanding share options combined
with the lower net profit as described above.
Chief Financial Officer’s Review
REVENUE FOR THE 12 MONTHS TO 31 DECEMBER 2024
GREW BY 19% TO £11.4M. … THIS GROWTH WAS
PRIMARILY A RESULT OF AN INCREASE IN ACTIVE
CUSTOMERS REFLECTING THE EXPANSION OF OUR
SALES TEAM AND INTRODUCER NETWORK.”
“
JUDY HAPPE
Chief Financial Officer
Strategic Report Governance Financial Statements Company Information
Strategic Report Governance Financial Statements Company Information
Key Performance Indicators
Annual Report and Accounts 2024
13
Active Clients3
-
Why it is a KPI: It represents the size of
our client base – the expansion of which
is core to our current strategy – and is an
important driver of revenue growth.
-
Why it is a KPI: Adjusted EBITDA is a
lead indicator of underlying financial
performance.
Revenue
-
Why it is a KPI: This is the main source of
income to the business and drives our
business model.
Gross Margin
-
Why it is a KPI: An indicator of the quality
of our earnings and the amount of profit
that could be available.
£11.4m
2024
2023
£11.4m
£9.6m
65.7%
2024
2023
65.7%
63.4%
Cash generated from operations was £2.2m (2023:
£2.0m) based on the strong trading performance.
Cash used in investment activities was £1.3m (2023:
£0.2m), which primarily consists of the continued
investment in developing the Group’s proprietary
platform, including development of supporting
infrastructure for the Group’s corporate card
scheme. Cash used in financing activities was £0.6m
compared with £0.1m in 2023, reflecting lease
payments associated with the move to the new
corporate premises as well as the settlement of loan
notes and deferred consideration.
As at 31 December 2024, cash and cash equivalents
were £2.6m (31 December 2023: £2.3m), with net
cash of £0.6m2 (31 December 2023: £0.2m).
1,059
2024
2023
1,059
906
2024
2023
£2.0m
£1.7m
JUDY HAPPE
Chief Financial Officer
22 April 2025
Adjusted EBITDA4
£2.0m
We measure our performance using the following key indicators:
Notes
1 Defined as total revenue excluding revenue generated by the Group’s historic white
label business in 2023 and licencing revenue under an exceptional agreement in
2023 and 2024
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 2024 and 31 December 2023 respectively
4 Adjusted to exclude other operating income, share-based compensation, profit
from the disposal of a subsidiary, transaction costs and non-cash based accounting
adjustments in respect of the Group’s corporate premises
Risk Management
The Group has established a risk framework including a risk register, which is managed by the Chief Financial
Officer and reviewed by the Audit Committee, and risk management policies, including anti-bribery, corruption,
anti-money laundering and financial crime, financial risk, fraud, information technology and security policies. In
addition, the detailed operational and security elements of the risk register are reviewed regularly by the senior
management team of the Group, also in line with the ongoing risk and operational resilience reporting
requirements of the Financial Conduct Authority (“FCA”). With the addition of regulated subsidiaries in Canada
and Dubai, the risk register has been updated to reflect the requirements of the Financial Transactions and
Reports Analysis Centre of Canada (“FINTRAC”) and the Dubai Financial Services Authority (“DFSA”).
In providing payment services to its clients, the Group is subject to legal requirements to deter and detect
financial crime and is required to maintain a framework with appropriate mitigation measures and control
mechanisms to manage the operational and security risks relating to the payment services it provides.
Accordingly, the Group has implemented policies, controls and procedures to mitigate and effectively manage
the risks of money laundering and terrorist financing. The Group conducts reviews of its anti-money laundering
compliance using specialist third party compliance experts. The Group is also required to submit regular reports
to the FCA on a range of subject matters in this regard.
Principal risks and uncertainties
The Directors consider the principal risks and uncertainties facing the Group, and the key measures taken to
mitigate those risks, are as follows:
Risk
How the risk is managed
Risk change
Regulation
The Group is fully regulated, through its
wholly-owned subsidiaries, by the FCA as
an Electronic Money Institution; by the
FINTRAC as a Money Services Business;
and by the DFSA under a Category 3D
licence.
The withdrawal of, or any amendment to, a
regulatory approval required by the
subsidiaries or any of their directors or
employees could result in an adverse
change to, or the cessation of, the Group’s
business or a material part thereof.
The FCA continues to increase its activity,
having confirmed in its recent “Dear CEO”
letter to firms that it is paying closer
attention to firms’ compliance with
specific areas of regulation such as
consumer duty, wind down planning,
operational resilience and more.
The Group employs an experienced UK-based
Compliance and Money Laundering Reporting
Officer (“MLRO”) who is responsible for
monitoring the Group’s activities, managing
the Group’s regulatory and reporting
obligations and ensuring that all regulatory
requirements are adhered to, and is in the
process of appointing an MLRO in Dubai. The
Group retains the services of specialist
regulatory and compliance advisers in the UK
and Dubai, to support the MLRO, and has
insourced a specialist solution to ensure
compliance with FINTRAC's Electronic Funds
Transfer reporting requirements. In addition,
John Burns, a Non-executive Director, has
significant experience regarding regulation in
the payments industry.
The Group monitors all regulatory
communication and has multiple working
groups, consisting of employees from across
the business, established to ensure compliance
with all regulatory requirements.
-
14
Annual Report and Accounts 2024
Strategic Report Governance Financial Statements Company Information
Strategic Report Governance Financial Statements Company Information
Macro-
economic
International trade is a key driver of
demand for foreign exchange services. A
slowdown in international trade caused by
global macro-economic factors – such as
economic and political conditions, natural
disasters and epidemics/pandemics –
could adversely impact the Group’s
business transaction turnover.
The Group’s experienced management team
seeks to adapt to adverse conditions. The cost
base is closely monitored, and cost saving
measures would be implemented to maintain
solvency if required.
The Group’s strategy is to increase the number
of currencies and countries in which it can
transact, including niche markets. This
diversification reduces the risk of the Group
being impacted by a slowdown in a particular
market.
↑
Counterparty
There is a risk that the Group’s liquidity
services providers could terminate their
agreements with the Group or that their
systems may fail or are not operational for
a period of time, which could have a
materially adverse impact on the Group’s
business and operations.
The Group has multiple liquidity providers that
it could transfer its business between should
one provider choose to terminate their
agreement or should its systems fail. The Group
is also seeking to enter new relationships with
local liquidity partners in Canada and the UAE.
-
Competition
There is a risk that competitors with
greater financial resources may develop
software that is superior to the Group’s
technology, and they may also adopt
more aggressive pricing models or
undertake more extensive advertising and
marketing campaigns. Such competitors
may also attract the Group’s key
employees or prospective employees,
which could impact the level of service
that the Group can give to its clients or the
ability to expand its service offering.
The Group has chosen to focus on facilitating
corporate clients and HNWIs: it does not
compete in the volume-driven retail market,
which requires substantial investment in direct-
to-consumer marketing and where purchase
decisions are primarily based on price. It has
also differentiated its offer by focusing on high-
value, compliance-intensive transactions,
including market niches – which are less
competitive markets – with a high-touch
service and bespoke solutions offering. This
leverages the experience of its management
team and its payments network.
The Group has established a management
team with extensive experience in the foreign
exchange payments market, including of
designing, building and running IT systems and
departments in the financial services sector. It
has also significantly invested in enhancing its
compliance function, which is a point of
differentiation.
The Group has an employee share incentive
scheme and the majority of its senior
management are significant shareholders or
option holders, aligning their interests with
those of the Group. The Group has measures in
place to engage employees and be a
responsible employer.
-
Annual Report and Accounts 2024
15
Operational
The Group has a small-company profile
with limited resources, meaning there is
often limited cover for personnel
providing key functions. Further failure of
an outsource partner, key supplier or
system outage can have a material
impact on the Group.
The Business Continuity Plan considers both
the failure of key systems and the loss of key
data and provides for situations where key
person dependency is challenged. Due
diligence is performed on any prospective
outsource partners including review of system
availability commitments and history. Finseta
also operates key systems across multiple
availability zones with automatic failover
should an instance become unavailable.
Cyber
There is a risk that the Group’s
technology platform may be
compromised or breached by cyber-
attacks and that it is unable to prevent or
detect unauthorised access to, or
disclosure of, clients’ confidential
personal and financial information or
payment fraud. Such an event could
result in breaches of obligations under
applicable laws or clients’ agreements
and have an adverse impact on the
Group’s reputation and financial
performance.
The Group’s platform is entirely deployed on
Amazon Web Services (AWS), which is trusted
by numerous major organisations that require
robust, scalable, secure and cost-effective
services. AWS has a number of internationally
recognised certifications and accreditations
demonstrating compliance with third-party
assurance frameworks.
All systems operate a role-based policy of least
privilege to ensure that users do not have
access to data not directly required for their
day-to-day role. Further, all staff undergo
regular training in Information Security, Anti-
Money Laundering and Fraud Awareness.
Additionally, the Group enforces two factor
authentication utilising standard OAuth2
protocol for both client and employee login
and periodically commissions penetration
testing of its systems.
-
Partners
A key element of the Group’s strategy is to
expand its partner network to increase its
offering to clients. There is a risk that the
Group will be unsuccessful in establishing
further partnerships, which would prevent
it from delivering on its strategy to
accelerate growth.
The Group’s management and Board
comprise individuals with substantial networks
and experience within the payments industry,
including previous experience of successfully
establishing and maintaining partnerships or
integrations in the market.
-
Liquidity
There is a risk that the Group will not
have sufficient capital to meet the
regulatory capital requirement for an
authorised financial services business
and that it is unable to meet its financial
obligations when due.
The Group has an experienced finance team
that provides effective management of the
Group’s operational financial exposures. This
includes ensuring sufficient ring fencing of
capital to meet its regulatory obligations. In
2024, the Group generated a net cash inflow,
and maintains its strong focus on cash control.
-
Credit
The Group is exposed to credit risk if a
client fails to deliver currency at maturity of
the contract or fails to deposit margin
when a margin call is made.
The Group operates a matched-principal
brokerage model, meaning it executes a
matching trade with its liquidity providers on
receipt of a client order. The Group does not
enter into speculative trades or trades funded
from its own balance sheet and does not fund
client margin calls from its own funds. In
addition, the Group has an experienced
finance team that provides effective
management of the Group’s operational
financial exposures, with a strong focus on
cash control.
-
16
Annual Report and Accounts 2024
Strategic Report Governance Financial Statements Company Information
Strategic Report Governance Financial Statements Company Information
Board of Directors
Annual Report and Accounts 2024
17
Gareth Maitland Edwards
Non-Executive Chairman
James Hickman
Chief Executive Officer
Judy Happe, ACA
Chief Financial Officer
Judy is an experienced corporate executive and Chief Financial
Officer with a background in fundraising, mergers and acquisitions
and post-deal integration. Judy joined Finseta in 2020 from
XenZone (now AIM-listed Kooth plc), where she was CFO. Prior to
that, Judy was with AVG Technologies for seven years, including a
period after its acquisition by Avast Software in October 2016.
Starting as finance director, Judy moved through a number of roles
giving her responsibility for post-deal integration, management and
guidance for AVG’s portfolio of acquisitions and acting as joint
single point of contact during the $1.3bn sale of AVG to Avast. Judy
commenced her career as a chartered accountant with Saffery
Champness.
James has over 25 years’ experience in financial services, primarily
in the FX and payments industries. Prior to joining Finseta, James
was Chief Revenue Officer at Dublin-based fintech business, Fire
Financial Services Limited. Other roles have included Chief
Commercial Officer at formerly AIM-quoted Equals Group and
Managing Director at Caxton Payments Limited (formerly Caxton
FX Limited), a provider of foreign exchange, international payments
and prepaid cards. In each role, James was responsible for growing
sales, operations and managing key relationships. At Equals, his
role also included investor relations, fundraising and strategic
acquisitions. James is currently a Non-executive Director at Payabl,
a provider of payment processing products and services.
Gareth has significant public markets experience gained from
many years in non-executive roles and during his time as a qualified
solicitor and a partner at law firm Pinsent Masons LLP, where he
held both the positions of Global Head of Corporate and
International Development Partner. He is currently Chairman of
Nightcap Group Ltd, recently de-listed from AIM, and a non-
executive director on the Board of Various Eateries plc, which is
quoted on AIM. He is also a strategic consultant and an Executive
Director of London Bridge Capital Limited, an FCA authorised
corporate finance boutique.
Committee Membership
Audit Committee, Remuneration Committee
18
Annual Report and Accounts 2024
John Burns
Non-Executive Director
Simon Bullock, ACMA
Non-Executive Director
William (“Bill”) has extensive operational experience within financial
trading companies having worked in the industry for over 30 years.
He co-founded ITI Capital Limited (formerly ODL Securities Limited),
a derivatives, equities and FX brokerage, where he held a number
of senior management roles including IT Director. There, he
designed various real-time risk and regulatory reporting systems
and was responsible for all back-office development. He was
subsequently appointed CIO for London Capital Group Limited
and managed a reorganisation of its core systems and
infrastructure. Bill co-founded Finseta Payment Solutions Limited,
which was acquired by Finseta in September 2020 when trading as
‘FXPress’.
John has over 40 years’ experience in the payments industry and
was involved in legislative policy development at the Financial
Services Authority (now FCA). Prior to joining the Financial Services
Authority, he spent eight years at the Association for Payment
Clearing Services and the Payments Council. Other experience
includes various positions with Clydesdale Bank Plc and Lloyds
Banking Group. John is currently Senior Advisor, Payment Services
at Cosegic Limited.
Committee Membership
Remuneration Committee (Chair), Audit Committee
Simon has over 25 years’ executive experience in finance positions
in public and private companies operating in the UK and
internationally. He has worked in strategic and operational CFO
roles across the technology and financial services sectors,
including at Caxton FX Limited, a provider of foreign exchange,
international payments and prepaid cards. He has significant
experience with AIM-quoted businesses, including
Aurasian Minerals plc (now Adriatic Metal Services (UK) Limited),
Merit Group plc, Bonhill Group plc and OnTheMarket plc. Simon is a
Chartered Management Accountant, having qualified in 1996.
Committee Membership
Audit Committee (Chair), Remuneration Committee
William Newton
Chief Information Officer
Strategic Report Governance Financial Statements Company Information
Strategic Report Governance Financial Statements Company Information
Corporate Governance Report
The Board recognises the importance of sound
corporate governance and the Group has adopted
the Quoted Companies Alliance Corporate
Governance Code 2018 (“QCA Code”). The Board
considers that the Group complies with the QCA
Code in all respects, and details of its compliance
can be found on the Corporate Governance page of
the Company’s website.
The Board
The Board is responsible for the management of the
business of the Group, setting the strategic direction
of the Group and establishing the policies of the
Group. It is the Board’s responsibility to oversee the
financial position of the Group and monitor its
business and affairs on behalf of the shareholders, to
whom the Directors are accountable. The Board will
also address issues relating to internal control and
the Group’s approach to risk management, and it will
monitor and promote a healthy corporate culture.
The primary duty of the Board is to act in the best
interests of the Group at all times.
The Group holds Board meetings monthly and as
required whenever issues arise that require the urgent
attention of the Board. Director attendance at the
Board meetings held during the year can be found in
the table on page 20.
Processes are in place to ensure that each Director is,
at all times, provided with such information as is
necessary for them to discharge their duties.
The Board has adopted Terms of Reference, which
have a clear and specific schedule of matters
reserved for the Board, including corporate
governance, strategy, major investments, financial
reporting and internal controls.
Board Composition
The Board comprises three Executive Directors, a
Non-Executive Chairman and two Non-Executive
Directors – both of which are deemed to be
independent. The Board considers that Simon
Bullock and John Burns are independent in character
and judgement and that there are no business or
other relationships likely to affect, or which could
appear to affect, their judgement. The Board
believes that it has an appropriate balance of sector,
financial and public markets skills and experience,
an appropriate balance of personal qualities and
capabilities and an appropriate balance between
the Executive and Non-Executive Directors.
The Chairman and Chief Executive Officer have
distinct roles. The Chairman’s primary responsibility is
the delivery of the Group’s corporate governance
and the effective operation of the Board of Directors,
whilst the Chief Executive Officer is responsible for
the operation of the Group, in order to deliver on its
strategic objectives. The Chairman has a clear
separation from the day-to-day business of the
Group, which allows him to make independent
decisions.
The Non-Executive Directors are expected to devote
at least two days per month to the affairs of the
Group and such additional time as may be
necessary to fulfil their roles. Brief biographical
details of each of the Directors are set out in the
Board of Directors section on pages 17-18.
Board Committees
The Group has established a remuneration
committee (the “Remuneration Committee”) and an
audit committee (the “Audit Committee”) with
formally delegated duties and responsibilities.
Director attendance at the committee meetings held
during the year can be found in the table on page 20.
The Remuneration Committee comprises John Burns
as Chairman, Gareth Edwards and Simon Bullock.
The Remuneration Committee, which meets not less
than twice a year, is responsible for the review and
recommendation of the scale and structure of
remuneration for senior management, including any
bonus arrangements or the award of share options
with due regard to the interests of the shareholders
and the performance of the Group.
The Audit Committee comprises Simon Bullock as
Chairman, Gareth Edwards and John Burns. The
committee, which meets not less than twice a year, is
responsible for making recommendations to the
Board on the appointment of auditors and the audit
fee and for ensuring that the financial performance
Annual Report and Accounts 2024
19
of the Group is properly monitored and reported. In
addition, the Audit Committee will receive and review
reports from management and the auditors relating
to the interim report, the annual report and accounts
and the internal control systems of the Group. Further
details on the Audit Committee’s activities can be
found in the Audit Committee Report on pages 26-27.
Board Effectiveness
The Non-Executive Chairman is responsible for
ensuring an effective Board and assessing its
performance. This assessment includes, but is not
limited to, the appropriate level of skill of Board
members, the conduct of Board meetings, the
decision-making process and the effectiveness of
the Board committees. The Board is of the opinion
that each of its members has the skills, knowledge,
aptitude and experience to perform the functions
required of a director of a listed company. The Board
comprises Executive and Non-Executive Directors
who are all of a high calibre and who enable a well-
functioning Board.
Internal Control & Risk Management
The Board has ultimate responsibility for the Group’s
control and risk management environment. The
Audit Committee monitors and reviews the Group’s
internal control procedures and reports its
conclusions and recommendations to the Board. The
Board also reviews the Group’s risk register, which is
managed by the Chief Financial Officer.
As a payments business, risk management, including
cybersecurity, data security and compliance, is a
critical area of governance. As outlined in the Risk
Management section on pages 14-16 and the Audit
Committee Report on pages 26-27, the Group has
procedures and systems in place to ensure effective
governance in this regard. The Group is also fully
compliant with Financial Conduct Authority’s (“FCA”)
Operational Resilience policy, which required firms to
identify their important business services, set impact
tolerances for the maximum tolerable disruption and
carry out mapping and testing to ensure it can
operate within such tolerances by 31 March 2025.
Throughout the period, the Group also remained
compliant with the FCA’s Consumer Duty regulation
(introduced in July 2023, setting higher and clearer
standards for consumer protection across financial
services).
Stakeholders
The Board believes that its key stakeholders are its
employees, clients, investors and partners, and it
takes its corporate responsibilities seriously with
regards to maintaining effective working
relationships with these groups. The Executive
Directors, in particular, maintain an ongoing
dialogue with stakeholders to inform strategy and the
day-to-day running of the business in order to
achieve long-term success. Further detail on the
Group’s stakeholder engagement can be found in
the ESG section on pages 21-23.
Share Dealing Code
The Group has adopted and operates a share
dealing code governing the share dealings of the
Directors and applicable employees with a view to
ensuring compliance with the AIM Rules. The
Directors consider that this share dealing code is
appropriate for a company whose shares are
admitted to trading on AIM. The Group takes proper
steps to ensure compliance by the Directors and
applicable employees with the terms of the share
dealing code and the relevant provisions of the AIM
Rules.
Annual General Meeting
The next Annual General Meeting of the Group will
be held at 11.00am on 12 June 2025 at the office of
Gracechurch Group, 48 Gracechurch Street,
London, EC3V 0EJ.
20
Annual Report and Accounts 2024
Director
Board
Audit Committee
Rem. Committee
Gareth Edwards, Chairman
14/14
2/2
6/6
James Hickman, CEO
14/14
2*
4*
Judy Happe, CFO
14/14
2*
4*
William Newton, CIO
11/14
-
-
Simon Bullock, Non-Executive Director
14/14
2/2
6/6
John Burns, Non-Executive Director
14/14
2/2
6/6
Strategic Report Governance Financial Statements Company Information
Meeting Attendance
The table below details Director attendance at the Board and committee meetings held during the year.
* Attended by invitation.
Strategic Report Governance Financial Statements Company Information
ESG
Finseta has an established environmental, social and
governance (“ESG”) policy, which is published on the
Group’s website, and the Chief Operating Officer is
responsible for overseeing its implementation while the
Chief Executive Officer has overall responsibility for its
effective operation. As described further below, a number
of initiatives have been introduced to improve the
Group’s ESG credentials and the Board and
management are committed to continuing to enhance
these activities.
The Group’s governance is reported on in the Corporate
Governance Report on pages 19-20. This ESG section
focuses on environmental and social aspects.
Environmental
The Group’s operations have inherently low emissions
with its environmental impact being largely limited to its
offices. The physical cards for the Group’s recently-
launched corporate card scheme, supported by
Mastercard, are manufactured from recycled plastic. The
Group expects two-thirds of its card users will elect to use
virtual cards, which will eliminate the need for physical
card creation and further enhance the sustainable
credentials of its card scheme.
The Group believes in minimising its impact where
possible, such as encouraging all employees to reduce
their paper usage and providing waste recycling options.
The Board conducts half of its scheduled meetings
remotely and half in person to reduce the Company’s
carbon footprint. The Group seeks to encourage energy-
saving practices, such as asking employees to turn off
their monitors when they leave and avoid placing them
on standby and supporting its employees to cycle to
work with the provision (through its building) of indoor bike
racks and showers at its UK office. The Group does not
have any company vehicles and none of its employees
drive to the office. The Group’s fruit supplier plants a tree
with every order.
Annual Report and Accounts 2024
21
Company Information
21
Social
With regards to social responsibility, the Group’s
focus is to deepen its relationships with its key
stakeholders – namely, its employees, clients,
communities, investors and partners.
Employees
Engagement The Group seeks to instil the company
values in the workforce and to abide by them as a
responsible employer to support company culture.
Care is taken to maintain and encourage
communication with, and amongst, employees,
including the continued use of internal
communications platforms as a tool for increasing
engagement and facilitating ad hoc, open dialogue
– both professional and social. The Group conducts
an annual employee survey, with employees
encouraged to provide honest feedback. The Group
holds quarterly gatherings to exchange ideas and
insight into areas of interest. The Group operates an
Enterprise Management Incentive Scheme share-
based remuneration scheme for employees, which
assists with the recruitment and retention of staff.
Development The Group seeks to support
professional development and encourages career
development programmes, including providing
careers coaches for some employees. Currently, a
member of the finance team is receiving paid leave
to study for a Chartered Institute of Management
Accountants qualification. Throughout the reporting
period, the Group made available additional
professional development in the form of professional
qualifications to all members of the compliance
team, allowing them to bring further specialist
knowledge into the Group. Over the period, the
Group supported employees with qualifications from
the International Compliance Association. Further,
the Group supported two members of the senior
management team on a 6-month development
programme with an executive coach. In addition, all
employees are given the opportunity to work with
different teams on specific projects to improve cross-
team collaboration and understanding as well as
personal development.
Wellbeing The Group supports employee wellbeing,
such as through offering hybrid working. The Group
provides all employees with health insurance, which
is a premium package and includes features such as
discounts for gym membership and a year’s
subscription to the Headspace mental wellness
support app. The Group provides a healthy snack
bar in its London office to encourage healthy eating
by its employees. The Group also offers a cycle to
work scheme and organises five-a-side football.
Inclusion As a modern, forward-looking company,
Finseta is proud of its diversity and the insight that it
brings. The Group consists of multilingual employees
from several nationalities with a range of different
backgrounds and strives to create a diverse and
inclusive workplace that delivers for both clients and
22
Annual Report and Accounts 2024
Strategic Report Governance Financial Statements Company Information
Ladies European Tour. Ford
New South Wales Open,
Wollongong Golf Club,
Wollongong, New South
Wales, Australia. 20-23 March.
Mimi Rhodes of England with
her trophy. Credit: Tristan
Jones / LET
Strategic Report Governance Financial Statements Company Information
employees. The Group has an established Equality,
Diversity and Inclusion policy, which is integrated into
its recruitment process. The Group provides visa
sponsorship. It has a family leave policy, which is
gender agnostic, applies equally whether the new
parents are biological parents (including via
surrogacy) or adoptive, and offers secondary
parental leave at full pay rather than the statutory
minimum. As at 31 December 2024, the percentage
of the Group’s workforce that was female was 35%
(2023: 34%) and the percentage that was people
from ethnic minorities was 41% (2023: 34%) while the
percentages for senior management were 20% and
0% (2023: 22% and 11%) respectively.
In reflection of its corporate values and focus on
advancing female representation and leadership,
the Group is a partner of the Ladies European Tour,
operated as a joint venture collaboration between
the Ladies European Tour and the Ladies Professional
Golf Association. The Group also partners with
individual players, providing support as they embark
on their career.
Clients
The Group regularly engages directly with clients to
ensure that the Group’s quality, efficiency and
service levels meet both the standard expected by
the client and the very high standards the Group sets
for itself. The Group also meets with clients or
prospective clients via attendance at industry
events. As part of its commitment to continuously
improving the service that it provides to its clients,
during the year, the Group made enhancements to
the user interface and user experience of its platform.
Development work was undertaken to increase the
automation in transactional processes to increase
the speed of payments as well as enhance the
onboarding process.
Communities
Given the nature of the Group’s business, it has a
limited societal impact, however, the Group supports
employees in their endeavours to make a positive
contribution. This includes participating in the
Movember campaign, raising over £900. For 2025,
the workforce has nominated and voted for Multi-
Cultural Family Base (“MCFB”) to be the Group’s
charity for the year. MCFB aims to enhance the lives
of vulnerable and disadvantaged children, young
people and their families both directly and through
the education and training of students in the caring
professions. The Group also offers internships as well
as apprenticeship programmes.
Investors
The Group seeks to engage with shareholders to
understand the needs and expectations of all
elements of the shareholder base.
The Board is committed to open and ongoing
engagement with the Group’s shareholders to
understand the needs and expectations of all
elements of the shareholder base, and to ensure that
the Group’s strategy, financials, and business
developments are communicated effectively. The
Board communicates with shareholders primarily
through the annual report and accounts; the interim
and full-year results announcements; trading
updates (where required or appropriate); annual
general meetings; interactive online presentations to
retail shareholders and direct meetings with
institutional shareholders; and the investor relations
section of the Finseta website.
Partners
The Group’s primary partners are its counterparties
and referral partners. There is a regular and ongoing
dialogue with these business partners, proportional
to their scale and importance to the Group.
The Group’s principal counterparties, such as its
liquidity providers, are some of its longest standing
stakeholder relationships and the Group aims to
have regular interaction with these partners.
Annual Report and Accounts 2024
23
Ethnicity
Gender
Section 172 Statement
Section 172 of the Companies Act 2006 requires each Director of the Group to act in the way he or she considers,
in good faith, would most likely promote the success of the Group for the benefit of its members as a whole. In
this way, Section 172 requires a director to have regard, amongst other matters, to the: likely consequences of
any decisions in the long-term; interests of the Group’s employees; need to foster the Group’s business
relationships with suppliers, clients and other material stakeholders; impact of the Group’s operations on local
communities and the environment; desirability of the Group maintaining a reputation for high standards of
business conduct; and need to act fairly between members of the Group. In discharging its Section 172 duties,
the Board has considered the factors set out above and the views of key stakeholders.
Details of the key stakeholder engagement undertaken, and intended, by the Group to inform decision-making
and enhance Board understanding are set out below and in further detail in the ESG section on pages 21-22.
Clients
The Directors engage with clients on an ongoing
basis to ensure that the Group’s quality, efficiency
and service levels meet both the standard expected
by the client and the very high standards the Group
sets for itself.
Employees
The Directors engage regularly with employees and
maintain an open dialogue. Due to the small size of
the Group’s current workforce, this is currently
conducted on a largely ad hoc basis, but the
Directors intend to implement a formal structure as
the team expands.
Partners
The Group operates a growing network of partners
consisting of counterparties, referral partners and
complementary service providers. There is a regular
and ongoing dialogue with these business partners,
proportional to their scale and importance to the
Group.
Investors
The Board is committed to open and ongoing
engagement with the Group’s shareholders to
understand the needs and expectations of all
elements of the shareholder base. The Board
communicates with shareholders primarily through
the annual report and accounts, announcements
issued via the Regulatory News Service, the Annual
General Meeting and online webinars.
24
Annual Report and Accounts 2024
Strategic Report Governance Financial Statements Company Information
Strategic Report Governance Financial Statements Company Information
Annual Report and Accounts 2024
25
Strategic Report Governance Financial Statements Company Information
Annual Report and Accounts 2024
25
Audit Committee Report
Dear shareholder,
I am pleased to present the Audit Committee’s report for 2024. I trust that this report will provide you with an
insight into our work, the matters handled and the focus of the Audit Committee’s deliberations during the year.
Membership and meetings
The members of the Audit Committee during the year
and up to the date of the signing of this report (unless
as otherwise indicated) are:
- Simon Bullock, Non-Executive Director –
Chairman of the Committee
- Gareth Edwards, Non-Executive Chairman
- John Burns, Non-Executive Director
The Audit Committee members, which includes our
two Independent Non-Executive Directors (namely,
myself and John Burns), bring relevant financial,
commercial and capital markets experience to the
committee’s activities. In particular, I am a Chartered
Management Accountant with over 30 years of
finance experience, of which more than 25 years
have been at CFO level, including with AIM-quoted
businesses. Further biographical details can be found
on pages 17-18.
The Audit Committee meets at least twice a year at
appropriate intervals in the financial reporting and
audit cycle and otherwise as required. Only members
of the committee have the right to attend the
meetings. However, the Chief Executive Officer, Chief
Financial Officer and external audit lead partner are
invited to attend on a regular basis and other non-
members may be invited to attend as and when
appropriate and necessary. During the year, the
Audit Committee met on two occasions, with all
members present.
The Company Secretary is secretary to the Audit
Committee.
Governance and effectiveness
Outside of the formal meeting programme, the
Chairman of the Audit Committee and, as
appropriate, the other committee members,
maintain a dialogue with key individuals involved in
the Group’s governance, including the Chairman of
the Board (who is a member of the committee), the
Chief Executive, the Chief Financial Officer and the
external audit lead partner.
The committee undertakes its duties in accordance
with its terms of reference, which are reviewed at
least annually to ensure that they remain fit for
purpose and in line with best practice guidelines.
Responsibilities and activities
The Audit Committee’s responsibility is to ensure that
financial information published by the Group
properly presents its activities to stakeholders in a
way that is fair, balanced and understandable. The
Audit Committee oversees the effective delivery of
audit services, including making recommendations
to the Board on the appointment of auditors and the
audit fee. In addition, the Audit Committee supports
the Board in meeting its responsibilities in respect of
overseeing the Group’s internal control systems,
business risk management, arrangements for
whistleblowing and related compliance issues.
In its advisory capacity, the Audit Committee has
confirmed to the Board that, based on its review of
the Annual Report and financial statements and
internal controls that support the disclosures, the
Annual Report and financial statements, taken as a
whole, are fair, balanced and understandable, and
provide necessary information for shareholders to
assess the Group’s position and performance, its
business model and strategy.
26
Annual Report and Accounts 2024
Strategic Report Governance Financial Statements Company Information
Strategic Report Governance Financial Statements Company Information
During the year, the Audit Committee’s activities
included:
- Examining the Annual Report and financial
statements for the year to 31 December 2023
and the half-year report for the six months to 30
June 2024 and discussing them with
management and the external auditor to
assess whether the reports, taken as a whole,
were fair, balanced and understandable prior
to recommending these to the Board for
approval.
- Monitoring auditor effectiveness and
independence.
- Reviewing and challenging areas of significant
risks and judgement and the level of disclosure.
- Reviewing the effectiveness of the Group’s
internal controls.
- Reviewing the Group’s risk register and
financial position and prospects procedure
documents in light of the geographic
expansion of the Group.
Significant judgements
The significant matters that the Audit Committee
considered, and made certain estimates and
judgements upon, are set out in the ‘Basis of
Preparation’ section of the Notes to the Financial
Statements.
Risk management and internal controls
In supporting the Board in maintaining an effective
internal control environment, the Audit Committee
keeps under review the Group’s internal financial
controls systems and other internal control and risk
management systems; reviews the methodology for
reporting risk to the Board; sets triggers for reporting
and escalation of significant emerging risks; reviews
the adequacy and security of the Group’s
arrangements for its employees and contractors to
raise concerns, in confidence, about possible
wrongdoing in financial reporting or other matters;
and reviews the Group’s procedures for detecting
fraud and preventing bribery and receive reports on
non-compliance. The Audit Committee reviews the
risk register, which is managed by the Chief Financial
Officer. Further details of the Group’s financial risk
management are set out under note 21 to the
financial statements.
Internal audit
At present, the Group does not have an internal audit
function. The Audit Committee believes that, owing
to the Group’s size, management is able to derive
assurance as to the adequacy and effectiveness of
internal controls and risk management procedures
without an internal audit function. However, the Audit
Committee will keep under review the need for an
internal audit function as the business develops.
External auditor and independence
HaysMac LLP (formerly Haysmacintyre LLP) was
appointed as external auditor in April 2021 following
a competitive tender process. The auditor confirmed
its independence as auditor of the Group through
written confirmation to the Group, and the Audit
Committee monitors the relationship to ensure that
auditor effectiveness, independence and objectivity
are maintained. A resolution to reappoint HaysMac
LLP as the Group’s auditor is being proposed at the
forthcoming annual general meeting.
A summary of fees paid to the external auditor,
including the breakdown between fees for audit and
non-audit services, is set out in note 2 to the financial
statements.
SIMON BULLOCK
Audit Committee Chairman
22 April 2025
Annual Report and Accounts 2024
27
Directors’ Remuneration Report
The Remuneration Committee presents its report on Directors’ remuneration for the year ended 31 December
2024. The disclosures comply with the requirement of the Companies Act 2006, the Corporate Governance
Code of the Quoted Companies Alliance and applicable AIM Rules.
Remuneration Committee
The members of the Remuneration Committee
during the year and up to the date of the signing of
this report (unless as otherwise indicated) are:
- John Burns (Chairman of the committee), Non-
Executive Director
- Gareth Edwards, Non-Executive Chairman
- Simon Bullock, Non-Executive Director
The Remuneration Committee met on six occasions
during 2024, with all members present. The
committee is responsible for the review and
recommendation of the scale and structure of
remuneration for the Chairman, the Executive
Directors and senior management, including any
bonus arrangements or the award of share options
with due regard to the interests of the shareholders
and the performance of the Group. The
remuneration of the Non-Executive Directors is a
matter for the Board or the shareholders (within the
limits set in the articles of association). No director or
senior manager shall be involved in any decisions as
to their own remuneration.
Service Agreements
The Executive Directors are employed under service
agreements that are subject to notice periods, for
both the Group and the individual, of nine months for
the Chief Executive Officer and Chief Information
Officer, and six months for the Chief Financial Officer.
Their service agreements include standard summary
termination provisions and post termination
restrictive covenants that apply for six months.
For the year under review, the Chief Executive Officer
and Chief Financial Officer were entitled to receive
an annual salary of £220,000 and £165,000
respectively, with an entitlement to a pension
contribution and discretionary bonus. During the
year, the Remuneration Committee resolved, which
was approved by the Board, to increase the salaries
of the Chief Executive Officer and Chief Financial
Officer to £231,000 and £170,000, respectively, with
effect from 1 January 2025. The Chief Information
Officer is entitled to receive an annual salary of
£142,000, which was increased from £131,000 with
effect from 1 June 2024, with an entitlement to a
pension contribution and discretionary bonus.
Letters of Appointment
Non-Executive Directors are appointed under letters
of appointment with the Company. Non-Executive
Director appointments are subject to notice periods
of three months for either the Company or the
individual.
With effect from 1 January 2024, the Chairman is
entitled to receive a fee of £60,000 per annum. This
followed the Chairman disapplying the entitlement
under his initial letter of appointment to receive a fee
of £70,000 per annum once the audited
consolidated turnover of the Group exceeded £8
million.
During the year, each Non-Executive Director
(excluding the Chairman) was entitled to receive a
fee of £30,000 per annum, which was increased to
£40,000 with effect from 1 January 2025. In addition,
each Non-Executive Director may be eligible for a
discretionary allotment of ordinary shares of the
Company as determined by the Board or relevant
sub-committee thereof annually. Each Non-
Executive Director is also paid an additional £2,500
per annum for any committee chairmanship that the
Board may delegate to him.
28
Annual Report and Accounts 2024
Strategic Report Governance Financial Statements Company Information
Strategic Report Governance Financial Statements Company Information
Directors’ Remuneration
The following table details the Directors’ remuneration for the years ended 31 December 2024 and 2023:
1 Includes commission payment
As at 31 December 2024, a total of £128,480 was owed to Directors with respect to their bonus payment for 2024,
which is paid after the completion of the Group’s audit (31 December 2023: £148,850 with respect to 2023
service).
Grant of Options to Directors
There were no grants of options to Directors during the year.
Directors’ Interests
1 William Newton’s holding includes 81,967 ordinary shares beneficially owned by his wife
Post year end (and as of 22 April 2025, being the last practicable date prior to the signing of the financial
statements), James Hickman, Judy Happe and Simon Bullock purchased a further 59,714, 10,000 and 25,000
ordinary shares respectively.
Salary/Fees
£
Bonus
£
Pension
£
Benefits
£
Total 2024
£
Total 2023
£
Executive Directors
James Hickman, CEO
220,338(1)
74,360
11,000
1,550
307,248
302,720
Judy Happe, CFO
165,000
54,120
8,250
1,093
228,463
203,905
William Newton, CIO
137,812
0
4,134
0
141,946
134,259
Non-Executive Directors
Gareth Edwards, Chairman
60,000
-
-
-
60,000
52,000
Simon Bullock
32,500
-
-
-
32,500
32,500
John Burns
32,500
-
-
-
32,500
32,500
Number of ordinary
shares as at 31/12/24
Number of ordinary
shares as at 31/12/23
Options unvested as
at 31/12/24
Options vested but
not exercised as at
31/12/24
Executive Directors
James Hickman, CEO
144,059
144,059
-
2,000,000
Judy Happe, CFO
25,516
25,516
139,513
410,487
William Newton, CIO(1)
2,192,787
2,530,787
160,000
80,000
Non-Executive Directors
Gareth Edwards, Chairman
790,846
725,846
-
-
Simon Bullock
125,000
100,000
-
-
John Burns
6,000
6,000
-
-
Annual Report and Accounts 2024
29
JOHN BURNS
Remuneration Committee Chairman
22 April 2025
Directors’ Report
The Directors present their annual report and audited consolidated financial statements for the year ended 31
December 2024.
Principal Activities
The Group provides international payment, currency management and electronic account services using its
proprietary cloud-based multi-currency payments platform. The Group provides these services to businesses
and individuals. The Group’s subsidiaries that are authorised and regulated by the Financial Conduct Authority
(“FCA”), the Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”) and the Dubai Financial
Services Authority (“DIFC”) are as follows:
During the year under review, Capital Currencies Limited, which is an Authorised Payment Institution under the
Payment Services Regulations, was a subsidiary of the Group: the Group entered a share purchase agreement
to sell Capital Currencies in September 2023, with the transaction completing in June 2024.
Business Review and Results
The review of the Group’s business, strategy, principal
risks and uncertainties and outlook are included in
the Strategic Report section on pages 3-16.
The consolidated financial statements for the year
ended 31 December 2024 are set out on pages
40-44. The Group’s profit after tax for the year was
£1.0 million.
Dividends
The Directors do not recommend the payment of a
dividend for 2024.
Directors
The following Directors held office during the year
and up to the date of the approval of these financial
statements (unless as otherwise indicated):
-
Gareth Edwards, Chairman
-
James Hickman, CEO
-
Judy Happe, CFO
-
William Newton, CIO
-
Simon Bullock
-
John Burns
Biographies of the Directors, including their Board
committee memberships, are set out on pages 17-18.
Details of the Directors’ remuneration and their
interests in the share capital of the Group can be
found in the Directors’ Remuneration Report on
pages 28-29.
Directors’ Indemnity
All Directors and officers of the Group have the
benefit of the indemnity provision contained in the
Group’s Articles of Association. The Group also has
Directors’ and Officers’ liability insurance in respect
of itself and its directors and officers.
Share Capital
The Company is a public limited company
incorporated in England and Wales and its shares
are quoted on the AIM market of the London Stock
Exchange. As at 22 April 2025, being the last
practicable date prior to the approval of this
Directors’ Report, the outstanding issued share
capital of the Group comprised 57,417,101 ordinary
shares of £0.01 each. There are no shares held in
treasury. Further detail on the Group’s share capital
can be found in note 19 to the financial statements.
Country of Incorporation
Company Name
Regulatory Permissions
United Kingdom
Finseta Payment Solutions
Limited
Authorised Electronic Money Institution under the
Electronic Money Regulations of the FCA
Canada
Finseta Payment Corp
Money Services Business authorised by FINTRAC
United Arab Emirates
Finseta Payments (DIFC) Limited
Category 3D licence from DFSA
30
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Strategic Report Governance Financial Statements Company Information
Strategic Report Governance Financial Statements Company Information
Significant Shareholders
As at 22 April 2025, being the last practicable date prior to the approval of this Directors’ Report, to the best of
the Group’s knowledge, the following shareholders had a significant interest in the Group’s issued share capital:
* David Ryan’s holding includes ordinary shares beneficially owned by his wife
** William Newton’s holding holding includes ordinary shares beneficially owned by his wife
Subsequent Events
The material post balance sheet events can be
found in note 23 to the financial statements, which
references the grant of options to employees.
Financial Instruments
Disclosures regarding financial instruments are
provided in note 21 to the financial statements.
Donations
The Group did not make any political or charitable
donations during the year.
Corporate Governance
A review of the Group’s corporate governance is
provided in the Corporate Governance Report on
pages 19-20.
Stakeholder Engagement
Details of the Group’s engagement with stakeholders
can be found in the Section 172 Statement on page
24 and in the ESG section on pages 21-23. This
includes details of how Finseta is an equal
opportunity employer, with an established Equality,
Diversity and Inclusion policy.
Research and Development
The Group has a continuous programme of
development expenditure as part of its focus on
evolving its service offering through technological
innovation. Capitalised internal development
expenditure is disclosed in note 9 to the financial
statements. All other development expenditure is
recognised in the Group Statement of
Comprehensive Income.
Auditor
On 18 November 2024, the Group's auditors changed
their name from Haysmacintyre LLP to HaysMac LLP.
HaysMac LLP have expressed their willingness to
continue in office as auditor. A resolution to
reappoint HaysMac LLP as the Group’s auditor will
be proposed at the Annual General Meeting on 12
June 2025.
Disclosure of Information to Auditor
The Directors who held office at the date of approval
of this Directors’ Report confirm that, so far as they
are each aware, there is no relevant audit
information of which the Group’s auditors are
unaware; and each Director has taken all the steps
they might reasonably be expected to have taken as
a Director to make themselves aware of any relevant
Name
Number of shares
% of issued share capital
Robert O’Brien
9,400,000
16.37
Mark Horrocks
5,712,307
9.95
David Ryan*
4,444,000
7.74
Atlantic Partners Asia Holdings (SG) PTE Ltd
4,375,000
7.62
Philip Barry
3,403,407
5.93
Stephen Flynn
2,435,442
4.24
William Newton**
2,192,787
3.82
Annual Report and Accounts 2024
31
audit information and to establish that the Group’s
auditor is aware of that information.
Going Concern
The Directors have prepared various scenario
planning forecasts alongside their best-estimate
forecast assumptions, including a scenario in which
sales growth falls below management expectations
and various cash mitigation measures are
implemented, which all indicate sufficient cash
resources to continue to finance the Group’s working
capital requirements over the forecast period to 31
December 2027. For these reasons, the Directors
continue to adopt the going concern basis of
accounting in preparing the Group’s financial
statements. Further detail can be found in the ‘Going
Concern’ section of the Notes to the Financial
Statements on page 46.
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the
Strategic Report, the Directors’ Report and the
financial statements in accordance with applicable
law and regulations.
Company law requires the Directors to prepare
Group and Company financial statements for each
financial year. The Directors are required by the AIM
Rules of the London Stock Exchange to prepare
Group financial statements in accordance with
International Financial Reporting Standards (“IFRS”)
as adopted by the United Kingdom (“UK”) and have
elected under company law to prepare the
Company financial statements in accordance with
IFRS as adopted by the UK.
The financial statements are required by law and
IFRS adopted by the UK to present fairly the financial
position and performance of the Group and
Company; the Companies Act 2006 provides in
relation to such financial statements that references
in the relevant part of that Act to financial
statements giving a true and fair view are references
to their achieving a fair presentation.
Under company law the Directors must not approve
the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of
the Group and the Company and of the profit or loss
of the Group for that period.
In preparing each of the Group and Company
financial statements, the Directors are required to:
-
select suitable accounting policies and then
apply them consistently;
-
make judgements and accounting estimates
that are reasonable and prudent;
-
state whether they have been prepared in
accordance with IFRS adopted by the UK,
subject to any material departures disclosed
and explained in the financial statements;
and
-
prepare the financial statements on the going
concern basis unless it is inappropriate to
presume that the Group and the Company
will continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Group’s and the Company’s transactions
and disclose with reasonable accuracy at any time
the financial position of the Group and the Company
and enable them to ensure that the financial
statements comply with the Companies Act 2006.
They are also responsible for safeguarding the assets
of the Group and the Company and hence for taking
reasonable steps for the prevention and detection of
fraud and other irregularities.
The Directors are responsible for the maintenance
and integrity of the corporate and financial
information included on the Group’s website.
Legislation in the United Kingdom governing the
preparation and dissemination of financial
statements may differ from legislation in other
jurisdictions.
On behalf of the Board.
JAMES HICKMAN
Chief Executive Officer
22 April 2025
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Financial Statements
Annual Report and Accounts 2024
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Annual Report and Accounts 2024
Strategic Report
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Company Information
Financial Statements
Annual Report and Accounts 2024
34
Independent Auditor’s Report
Opinion
We have audited the financial statements
of Finseta PLC (the “Parent Company”) and
its subsidiaries (the “Group”) for the year
ended 31 December 2024 which comprise the
Consolidated Statement of Comprehensive
Income, the Consolidated and Parent
Company Statement of Financial Position, the
Consolidated and Parent Company Statements
of Cash Flows, the Consolidated and Parent
Company Statements of Changes in Equity and
notes to the financial statements, including a
summary of significant accounting policies.
The financial reporting framework that has
been applied in their preparation is applicable
law and UK adopted International Financial
Reporting Standards (IFRS).
In our opinion, the financial statements:
•
give a true and fair view of the state of the
Group’s and of the Parent Company’s affairs
as at 31 December 2024 and of the Group’s
profit for the year then ended;
•
have been properly prepared in accordance
with UK adopted international accounting
standards; and
•
have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities
under those standards are further described in
the Auditor’s responsibilities for the audit of the
financial statements section of our report. We
are independent of the group in accordance
with the ethical requirements that are relevant to
our audit of the financial statements in the UK,
including the FRC’s Ethical Standard as applied
to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these
requirements. We believe that the audit evidence
we have obtained is sufficient and appropriate
to provide a basis for our opinion.
An overview of the scope of our audit
As part of designing our audit, we determined
materiality and assessed the risks of material
misstatement in the financial statements. In
particular, we looked at where the directors
made subjective judgements, for example in
respect of significant accounting estimates that
involved making assumptions and considering
future events that are inherently uncertain. As
in all of our audits, we also addressed the risk
of management override of controls, including
evaluating whether there was evidence of
bias by the Directors that represented a risk
of material misstatement due to fraud. We
tailored the scope of our audit to ensure that
we performed enough work to be able to
give an opinion on the consolidated financial
statements as a whole, taking into account
the structure of the Group, the accounting
processes and the industry in which it operates.
Our audit scope included all components of the
Group which are all registered companies in
the United Kingdom with limited activities in the
United Arab Emirates and Canada.
Key audit matters
Key audit matters are those matters that, in our
professional judgment, were of most significance
in our audit of the financial statements of the
current period and include the most significant
assessed risks of material misstatement (whether
or not due to fraud) we identified. These matters
included those which had the greatest effect
on the overall audit strategy, the allocation of
resources in the audit; and directing the efforts
of the engagement team. These matters were
addressed in the context of our audit of the
financial statements as a whole, and in forming
our opinion thereon, and we do not provide a
separate opinion on these matters.
Strategic Report
Governance
Company Information
Financial Statements
Annual Report and Accounts 2024
35
Key Audit Matter Description
How the matter was addressed in the audit
Revenue recognition
Revenue increased from £9.6m in 2023 to £11.4m
in 2024.
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.
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
clients where the performance obligations have
not been fully satisfied.
There is a risk that Revenue has not been
recognised in accordance with IFRS 15 during
the year.
Our audit work consisted of, but was not
limited to:
•
A cash to revenue reconciliation, testing
the occurrence of revenue in total for the
year;
•
A review of income processes and testing
of the detailed controls in place;
•
A review of the monthly reconciliations
from the trading software to the finance
system and performed testing on the
information provided by the entity;
•
Substantive testing on a sample of
transactions;
•
Cut off testing to ensure that revenue has
been recognised in the correct period to
which it relates.
Our work performed on revenue highlighted no
material errors or departures from IFRS 15.
Carrying value of intangible assets and
goodwill in the Group financial statements.
The Group’s Statement of Financial Position as
at 31 December 2024 includes total intangible
assets of £2.29m.
This includes £0.28m of Goodwill, £0.28m of
Customer relationships, £1.31m of Internally
developed software, £0.30m of Card
expenditure and £0.12m of Trademarks.
An impairment charge of £140k has been
recognised in respect of the goodwill of Capital
Currencies.
The Board concluded that there is no further
impairment required to the carrying value of
those intangible assets, including those in
respect of Capital Currencies, based on their
assessment of the forecasted future cash flows
of the business.
Our audit work considered, but was not
restricted to, the following:
•
A review of the Impairment assessment
memorandum prepared by the Board
in respect of the carrying value of the
intangibles in accordance with its forecast
performance in the scenarios considered.
•
A review of the key estimates, assumptions
and judgements included in that
assessment
•
Sensitivity analysis of the forecasts
supporting the Impairment assessment
•
A review of post year-end activity of the
business.
As noted, impairment indicators existed in
respect of the remaining carrying value of
Goodwill and Customer relationships for
Capital Currencies.
We challenged Management on the carrying
value of both.
Strategic Report
Governance
Company Information
Financial Statements
Annual Report and Accounts 2024
36
Specifically in respect of Capital Currencies, our
audit work was as follows:
•
A review of the Impairment assessment
memorandum prepared by the Board in
respect of the carrying value of the intangible
assets arising from the acquisition of Capital
Currencies in accordance with the forecast
performance of the Capital Currencies’
business.
•
Review and challenge of the key estimates,
assumptions and judgements included in that
assessment.
•
Sensitivity analysis of the forecasts supporting
the Impairment assessment to identify
headroom.
In respect of intangible assets overall, our audit
work was as follows:
•
A review of the Impairment assessment
memorandum prepared by the Board in respect
of the carrying value of the intangible assets in
accordance with the forecast performance of
the CGU in the scenarios considered.
•
A review of the key estimates, assumptions and
judgements included in that assessment.
•
Sensitivity analysis of the forecasts supporting
the Impairment assessment.
Our work performed on the carrying value of
intangible assets, including those in respect of
Capital Currencies, highlighted no material errors.
Carrying value of investments in the
Parent Company’s financial statements
The Parent Company’s Statement of
Financial Position as at 31 December
2024 includes a total investment of £6.7m
in 100% of the ordinary share capital
of Finseta Payment Solutions Limited,
Cornerstone Middle East FZCO, Finseta
Payments (DIFC) Limited, Pangea FX
Limited and Finseta Payments Corp.
There is a risk that this investment might be
impaired.
The Board concluded that there is no
further impairment required to the carrying
value of those investments, based on their
assessment of the forecasted future cash
flows of the business.
Our audit work considered, but was not restricted
to, the following:
•
A review of the Impairment assessment
memorandum prepared by the Board in
respect of the carrying value of investments in
accordance with its forecast performance in
the scenarios considered.
•
A review of the key estimates, assumptions and
judgements included in that assessment
•
Sensitivity analysis of the forecasts supporting
the Impairment assessment
•
A review of post year-end activity of the
business
Our work performed on the carrying value of
investments in the parent company highlighted no
material errors.
Strategic Report
Governance
Company Information
Financial Statements
Annual Report and Accounts 2024
37
Our application of materiality
We apply the concept of materiality both in
planning and performing our audit, in evaluating
the effect of misstatements and in forming
an option. For the purpose of determining
whether the financial statements are free from
material misstatement, we define materiality
as the magnitude of a misstatement or an
omission from the financial statements, or
related disclosures, that would make it probable
that the judgment of a reasonable person,
relying on the information would have been
changed or influenced by the misstatement
or omission. We also determine a level of
performance materiality, which we used to
determine the extent of testing need, to reduce
to an appropriately low level the risk that the
aggregate of uncorrected and undetected
misstatement exceeds materiality for the
financial statements as a whole.
The materiality for the Group financial
statements as a whole was set at £201,000. This
was determined with reference to 10% of the
adjusted EBITDA for the Group, being the main
Key Performance Indicator (“KPI”).
On the basis of our risk assessment and review of
the Group’s control environment, performance
materiality was set at 75% of materiality, being
£151,000.
The reporting threshold to the Audit and Risk
Committee was set as 5% of materiality, being
£10,100. If in our opinion, errors below this level
warranted reporting on qualitative grounds,
these would also be reported.
The materiality for the Parent Company financial
statements was £134,000. This was based on
1.5% of gross assets since the Parent Company is
a holding company and its value is driven by the
value of the investments it holds in its subsidiary
undertakings.
On the basis of our risk assessment and review
of the Parent Company’s control environment,
performance materiality was set at 75% of
materiality, being £100,000 and the reporting
threshold was £6,690.
Conclusions relating to going concern
In auditing the financial statements, we have
concluded that the directors’ use of the going
concern basis of accounting in the preparation
of the financial statements is appropriate.
Our audit procedures to evaluate the directors’
assessment of the Group and the Parent
Company’s ability to continue to adopt the
going concern basis of accounting included, but
were not limited to:
•
Undertaking an initial assessment at the
planning stage of the audit to identify events
or conditions that may cast significant doubt
on the Group and the Parent Company’s
ability to continue as a going concern;
•
Evaluating the methodology used by the
directors to assess the Group and the Parent
Company’s ability to continue as a going
concern;
•
Reviewing the directors’ going concern
assessment and evaluating the key
assumptions used and judgements applied;
•
Reviewing the liquidity headroom and
applying a number of sensitivities to the
base forecast assessment of the directors
to ensure there was sufficient headroom
to adopt the going concern basis of
accounting;
•
Reviewing the appropriateness of the
directors’ disclosures regarding going
concern in the financial statements.
Based on the work we have performed, we
have not identified any material uncertainties
relating to events or conditions that, individually
or collectively, may cast significant doubt on
the Group and the Parent Company’s ability
to continue as a going concern for a period of
at least twelve months from when the financial
statements are authorised for issue.
Our responsibilities and the responsibilities of
the directors with respect to going concern
are described in the relevant sections of this
report. However, because not all future events
or conditions can be predicted, this statement
is not a guarantee as to the Group and the
Parent Company’s ability to continue as a going
concern.
Strategic Report
Governance
Company Information
Financial Statements
Annual Report and Accounts 2024
38
Other information
The directors are responsible for the other
information. The other information comprises the
information included in the annual report, other
than the financial statements and our auditor’s
report thereon. Our opinion on the financial
statements does not cover the other information
and, except to the extent otherwise explicitly
stated in our report, we do not express any form
of assurance conclusion thereon.
In connection with our audit of the financial
statements, our responsibility is to read the other
information and, in doing so, consider whether
the other information is materially inconsistent
with the financial statements or our knowledge
obtained in the audit or otherwise appears
to be materially misstated. If we identify such
material inconsistencies or apparent material
misstatements, we are required to determine
whether there is a material misstatement in the
financial statements or a material misstatement
of the other information. If, based on the work
we have performed, we conclude that there is a
material misstatement of this other information,
we are required to report that fact. We have
nothing to report in this regard.
Opinions on other matters prescribed
by the Companies Act 2006
In our opinion, based on the work undertaken in
the course of the audit:
•
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; and
•
the strategic report and the directors’ report
have been prepared in accordance with
applicable legal requirements.
Matters on which we are required to
report by exception
In the light of the knowledge and understanding
of the group and the Parent Company and its
environment obtained in the course of the audit,
we have not identified material misstatements in
the strategic report or the directors’ report.
We have nothing to report in respect of the
following matters in relation to which the
Companies Act 2006 requires us to report to you
if, in our opinion:
•
adequate accounting records have not
been kept by the Parent Company, or returns
adequate for our audit have not been
received from branches not visited by us; or
•
the Parent Company financial statements
are not in agreement with the accounting
records and returns; or
•
certain disclosures of directors’ remuneration
specified by law are not made; or
•
we have not received all the information and
explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’
responsibilities statement, the directors are
responsible for the preparation of the financial
statements and for being satisfied that they give
a true and fair view, and for such internal control
as the directors determine is necessary to enable
the preparation of financial statements that are
free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the
directors are responsible for assessing the
group’s and the Parent Company’s ability
to continue as a going concern, disclosing,
as applicable, matters related to going
concern and using the going concern basis of
accounting unless the directors either intend to
liquidate the group or the Parent Company or to
cease operations, or have no realistic alternative
but to do so.
Auditor’s responsibilities for the audit of
the financial statements
Our objectives are to obtain reasonable
assurance about whether the financial
statements as a whole are free from material
misstatement, whether due to fraud or error, and
to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will
always detect a material misstatement when
it exists. Misstatements can arise from fraud or
error and are considered material if, individually
or in the aggregate, they could reasonably be
expected to influence the economic decisions
of users taken on the basis of these financial
statements.
Strategic Report
Governance
Company Information
Financial Statements
Annual Report and Accounts 2024
39
Irregularities, including fraud, are instances
of non-compliance with laws and regulations.
We design procedures in line with our
responsibilities, outlined above, to detect
material misstatements in respect of
irregularities, including fraud. The extent to
which our procedures are capable of detecting
irregularities, including fraud is detailed below:
Explanation as to what extent the audit
was considered capable of detecting
irregularities, including fraud.
Based on our understanding of the company
and industry, we identified that the principal
risks of non-compliance with laws and
regulations including the Financial Conduct
Authority (“the FCA”) and we considered the
extent to which non-compliance might have a
material effect on the financial statements. We
also considered those laws and regulations that
have a direct impact on the preparation of the
financial statements such as the Companies Act
2006, income tax, payroll tax and sales tax.
We evaluated Management’s incentives and
opportunities for fraudulent manipulation of
the financial statements (including the risk
of override of controls) and determined that
the principal risks were related to posting
inappropriate journal entries to revenue and
management bias in accounting estimates.
Audit procedures performed by the engagement
team included:
•
Inspecting correspondence with the
Financial Conduct Authority and HM
Revenue and Customs;
•
Discussions with Management including
consideration of known or suspected
instances of non-compliance with laws and
regulation and fraud;
•
Evaluating Management’s controls designed
to prevent and detect irregularities;
•
Identifying and testing journals, in particular
journal entries posted with unusual account
combinations, or with unusual descriptions;
and
•
Challenging assumptions and judgements
made by Management in their critical
accounting estimate
Because of the inherent limitation of audit, there
is a risk that we will not detect all irregularities,
including those leading to a material
misstatement in the financial statements or
non-compliance with regulation. This risk
increase the more that compliance with a
law or regulation is removed from the events
and transactions reflected in the financial
statements, as we will be less likely to become
aware of instances of non-compliance. The risk
is also greater regarding irregularities occurring
due to fraud than error, as fraud involves
intentional concealment, forgery, collusion,
omission or misrepresentation.
A further description of our responsibilities for
the audit of the financial statements is located
on the Financial Reporting Council’s website
at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor’s report.
Use of our report
This report is made solely to the company’s
members, as a body, in accordance with
Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we
might state to the 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 company and the Company’s members as a
body, for our audit work, for this report, or for the
opinions we have formed.
SIMON WILKS
(Senior Statutory Auditor)
For and on behalf of HaysMac LLP
Statutory Auditors
Date: 22 April 2025
10 Queen Street Place
London
EC4R 1AG
Strategic Report
Governance
Company Information
Financial Statements
Annual Report and Accounts 2024
40
Group Statement of Comprehensive Income
For the year ended 31 December 2024
2024
2023
Notes
£
£
REVENUE
1
11,354,451
9,649,233
Cost of sales
(3,895,145)
(3,533,897)
GROSS PROFIT
7,459,306
6,115,336
ADMINISTRATIVE EXPENSES
2
Share-based compensation
19
(263,395)
(333,061)
Further adjustments to adjusted EBITDA (see below)
(554,131)
(357,348)
Other administrative expenses
(5,444,467)
(4,415,113)
TOTAL ADMINISTRATIVE EXPENSES
(6,261,993)
(5,105,522)
Other operating income
315,861
350,143
Adjusted EBITDA
2,014,839
1,700,223
Stated after the add back of:
- other operating income (interest earned on client funds)
3
(176,221)
(350,143)
- other operating income (release of deferred consideration liability)
(139,640)
-
- share-based compensation
19
263,395
333,061
- transaction costs
-
4,500
- profit on disposal of subsidiary
2
(150,000)
(207,480)
- amortisation of intangible assets
571,090
533,649
- impairment of goodwill
139,640
-
- IAS 17 rent reversal
(317,244)
(61,613)
- depreciation of property, plant and equipment and right-of-use assets
310,645
88,292
PROFIT FROM OPERATIONS
1,513,174
1,359,957
Finance and other income
4
75,316
21,363
Finance costs
4
(196,460)
(90,635)
PROFIT BEFORE TAX
1,392,030
1,290,685
Income tax (charge)/credit
7
(395,483)
843,168
PROFIT FOR THE YEAR
996,547
2,133,853
TOTAL COMPREHENSIVE PROFIT FOR THE YEAR
996,547
2,133,853
Profit per ordinary share – basic (pence)
8
1.74
3.77
Profit per ordinary share – diluted (pence)
8
1.66
3.76
All amounts are derived from continuing operations.
The notes to the financial statements form an integral part of these financial statements.
Strategic Report
Governance
Company Information
Financial Statements
Annual Report and Accounts 2024
41
Group and Company Statement of Financial Position
As at 31 December 2024
Group
Group
Company
Company
Notes
31 December
2024
31 December
2023
31 December
2024
31 December
2023
£
£
£
£
ASSETS
NON-CURRENT ASSETS
Intangible assets
9
2,287,816
1,514,519
1,431,606
692,022
Tangible assets
11
63,916
34,356
-
-
Investments
13
-
-
6,719,646
7,351,660
Right-of-use assets
10
506,862
796,498
-
-
Deferred tax
12
302,381
697,864
393,872
607,568
3,160,975
3,043,237
8,545,124
8,651,250
CURRENT ASSETS
Trade and other receivables
14
1,654,424
1,359,641
133,928
902,919
Cash and cash equivalents
2,580,609
2,343,417
28,128
14,553
4,235,033
3,703,058
162,056
917,472
TOTAL ASSETS
7,396,008
6,746,295
8,707,180
9,568,722
EQUITY AND LIABILITIES
EQUITY
Share capital
19
574,171
574,171
574,171
574,171
Share premium
6,191,748
6,191,748
6,191,748
6,191,748
Share-based payment reserve
1,043,784
780,389
1,043,784
780,389
Merger relief reserve
5,557,645
5,557,645
5,557,645
5,557,645
Reverse acquisition reserve
(3,140,631)
(3,140,631)
-
-
Retained earnings
(7,311,240)
(8,307,787)
(11,869,403)
(8,967,643)
TOTAL EQUITY
2,915,477
1,655,535
1,497,945
4,136,310
LIABILITIES
NON-CURRENT LIABILITIES
Loan notes
15
2,000,000
2,000,000
2,000,000
2,000,000
Obligations under leases
17
246,117
543,555
-
-
Deferred consideration
18
-
111,323
-
111,323
2,246,117
2,654,878
2,000,000
2,111,323
CURRENT LIABILITIES
Trade and other payables
16
1,936,975
1,882,771
5,209,235
3,031,335
Loan notes
15
-
172,578
-
172,578
Obligations under leases
17
297,439
263,357
-
-
Deferred consideration
18
-
117,176
-
117,176
2,234,414
2,435,882
5,209,235
3,321,089
TOTAL EQUITY AND LIABILITIES
7,396,008
6,746,295
8,707,180
9,568,722
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 loss for the year ended 31 December 2024 was
£2,901,760 (year ended 31 December 2023: loss of £1,085,030). The financial statements were approved by the
Board of Directors and authorised for issue on 22 April 2025 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.
Strategic Report
Governance
Company Information
Financial Statements
Annual Report and Accounts 2024
42
Group Statement of Changes in Equity
For the year ended 31 December 2024
Share
capital
Share
premium
Share-
based
payment
reserve
Deferred
consideration
reserve
Merger
relief
reserve
Reverse
acquisition
reserve
Retained
earnings
Total
£
£
£
£
£
£
£
£
Balance at
1 January 2023
480,362
5,496,829
1,489,765
950,920
5,557,645
(3,140,631)
(10,924,791)
(89,901)
Issue of shares
35,299
194,143
-
-
-
-
-
229,442
Share-based
payments (note
19)
-
-
333,061
-
-
-
-
333,061
Settlement of
equity-based
incentives
58,510
500,776
(1,042,437)
-
-
-
483,151
-
Remeasurement
of deferred
consideration
on acquisition
-
-
-
(810,102)
-
-
-
(810,102)
Unwind of
discount factor
-
-
-
87,681
-
-
-
87,681
Transfer to
deferred
consideration
liability
-
-
-
(228,499)
-
-
-
(228,499)
Profit and total
comprehensive
income for the
year
-
-
-
-
-
-
2,133,853
2,133,853
Balance at 31
December 2023
574,171
6,191,748
780,389
-
5,557,645
(3,140,631)
(8,307,787)
1,655,535
Share-based
payments (note
19)
-
-
263,395
-
-
-
-
263,395
Profit and total
comprehensive
income for the
year
-
-
-
-
-
-
996,547
996,547
Balance at 31
December 2024
574,171
6,191,748
1,043,784
-
5,557,645
(3,140,631)
(7,311,240)
2,915,477
The notes to the financial statements form an integral part of these financial statements.
Strategic Report
Governance
Company Information
Financial Statements
Annual Report and Accounts 2024
43
Company Statement of Changes in Equity
For the year ended 31 December 2024
Share
capital
Share
premium
Share-based
payment
reserve
Deferred
consideration
reserve
Merger
relief
reserve
Retained
earnings
Total
£
£
£
£
£
£
£
Balance at 1 January
2023
480,362
5,496,829
1,489,765
950,920
5,557,645
(8,365,764)
5,609,757
Issue of shares
35,299
194,143
-
-
-
-
229,442
Share-based payments
(note 19)
-
-
333,061
-
-
-
333,061
Settlement of equity-
based incentives
58,510
500,776
(1,042,437)
-
-
483,151
-
Remeasurement of
deferred consideration
on acquisition
-
-
-
(810,102)
-
-
(810,102)
Unwind of discount factor
-
-
-
87,681
-
-
87,681
Transfer to deferred
consideration liability
-
-
-
(228,499)
-
-
(228,499)
Loss and total
comprehensive loss for
the year
-
-
-
-
-
(1,085,030)
(1,085,030)
Balance at 31 December
2023
574,171
6,191,748
780,389
-
5,557,645
(8,967,643)
4,136,310
Share-based payments
(note 19)
-
-
263,395
-
-
-
263,395
Loss and total
comprehensive loss for
the year
-
-
-
-
-
(2,901,760)
(2,901,760)
Balance at 31 December
2024
574,171
6,191,748
1,043,784
-
5,557,645
(11,869,403)
1,497,945
The notes to the financial statements form an integral part of these financial statements.
Strategic Report
Governance
Company Information
Financial Statements
Annual Report and Accounts 2024
44
Group and Company Cash Flow Statement
For the year ended 31 December 2024
Group
Group
Company
Company
Year ended
31 December
2024
Year ended
31 December
2023
Year ended
31 December
2024
Year ended
31 December
2023
Notes
£
£
£
£
Profit/(loss) before tax
1,392,030
1,290,685
(3,372,559)
(2,067,319)
Adjustments to reconcile profit before tax to cash
generated from operating activities:
Other operating income
(12,478)
(27,167)
-
-
Finance income
4
(75,316)
(21,363)
-
-
Finance costs
4
196,460
90,635
143,475
73,847
Share-based compensation
19
263,395
333,061
263,395
333,061
Depreciation and amortisation
2
881,735
621,941
447,939
410,499
Profit on disposal of subsidiary
(150,000)
(207,480)
-
-
Loss on disposal of PPE
1,180
-
-
-
Write-off of property, plant and equipment
-
519
-
-
Impairment of investment in Group entity
-
-
729,132
-
Release of deferred consideration liability
18
(139,640)
-
(139,640)
-
Impairment of goodwill
9
139,640
-
-
-
(Increase)/decrease in accrued income, trade and
other receivables
14
(250,281)
67,344
768,989
177,935
(Decrease)/increase in trade and other payables
16
(54,741)
(194,021)
2,540,273
1,121,397
Cash generated from operations
2,191,984
1,954,154
1,381,004
49,420
Income tax
7
-
-
-
-
Cash generated from operating activities
2,191,984
1,954,154
1,381,004
49,420
Investing activities
Purchases of property, plant and equipment
(55,150)
(11,081)
-
-
Internally generated intangible expenditure
(1,439,020)
(491,013)
(1,142,517)
(491,013)
Proceeds from disposal of subsidiary
150,000
300,000
150,000
-
Proceeds from disposal property, plant and
equipment
1,900
-
-
-
Cash used in investment activities
(1,342,270)
(202,094)
(992,517)
(491,013)
Financing activities
Interest and similar income
4
78,732
10,587
-
-
Interest and similar charges
4
(96,903)
(39,963)
(96,903)
(39,481)
Lease payments
(316,342)
(61,613)
-
-
Settlement of loan note
(172,578)
-
(172,578)
-
Settlement of deferred consideration
(105,431)
-
(105,431)
-
Cash used in financing activities
(612,522)
(90,989)
(374,912)
(39,481)
Increase/(decrease) in cash and cash equivalents
237,192
1,661,071
13,575
(481,074)
Opening cash and cash equivalents
2,343,417
682,346
14,553
495,627
Closing cash and cash equivalents
2,580,609
2,343,417
28,128
14,553
The notes to the financial statements form an integral part of these financial statements.
Strategic Report
Governance
Company Information
Financial Statements
Annual Report and Accounts 2024
45
Notes to the Financial Statements
For the year ended 31 December 2024
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 on pages 3-16.
These financial statements have been prepared in accordance with International Financial Reporting
Standards as adopted by the United Kingdom (“IFRS”) for the years ended 31 December 2023 and 31
December 2024, and with those parts of the Companies Act 2006 applicable to companies reporting
under IFRS. 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 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.
The critical accounting estimates are considered to relate to the following:
Fair values of assets acquired in business combinations: The Group recognises the fair value of
customer relationships acquired through business combinations reflecting discounted future cash
flows from the acquired customers and incorporating an estimated rate of attrition of the customer
base.
Deferred consideration: Total compensation for acquisitions includes an element of deferred
consideration payable, subject to the revenue performance post-acquisition. Management use
historical information and management forecasts to estimate a liability, using the discounted cashflow
methodology, to derive a fair value of the deferred consideration payable.
Intangible assets: The Group recognises intangible assets in respect of software development costs
as well as development costs related to its new debit card product offering. This recognition requires
the use of estimates, judgements and assumptions in determining whether the carrying value of such
assets is impaired at each year end.
Investments in subsidiary undertakings (Company financial statements only): The Company’s
statement of financial position includes investments stated at cost in its subsidiary undertakings. The
continuing recognition at cost requires judgements and estimates including an assessment of whether
the carrying value of such investments is impaired at each year end.
NEW STANDARDS, INTERPRETATIONS AND AMENDMENTS ADOPTED FROM 1 JANUARY
2024
The following amendments are effective for the period beginning 1 January 2024:
•
Amendments to IAS 1 - Classification of Liabilities as Current or Non-current; and
•
Amendments to IAS 7 and IFRS 7 - Supplier Finance Arrangements.
The amendments had no impact on the Company’s financial statements.
Strategic Report
Governance
Company Information
Financial Statements
Annual Report and Accounts 2024
46
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:
•
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates; and
•
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.
BUSINESS COMBINATIONS
The Group financial statements recognise business combinations using the acquisition method
when control is transferred to the Group. The consideration transferred in the acquisition is generally
measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested
annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately.
Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.
The consideration transferred does not include amounts related to the settlement of pre-existing
relationships. Such amounts are generally recognised in profit or loss.
Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to
pay contingent consideration that meets the definition of a financial instrument is classified as equity,
then it is not re-measured and settlement is accounted for within equity. Otherwise, other contingent
consideration is re-measured at fair value at each reporting date and subsequent changes in the fair
value of the contingent consideration are recognised in profit or loss.
GOING CONCERN
At 31 December 2024, the Group balance sheet showed a cash balance of £2,580,609 (31 December
2023: £2,343,417). The Group balance sheet also showed a liability of £2,000,000 (31 December 2023:
£2,172,578) related to a loan note held by Robert O’Brien, the Company’s largest shareholder, that is
due for repayment on 31 July 2026.
The Directors have prepared cash flow forecasts covering a minimum term time horizon through to
31 December 2027, due to the significant loan note balance that is due for repayment beyond the
usual 12-month review period. The Directors have derived forecast assumptions that are their best
estimate of the future development of the Group’s business taking into account projected increase in
revenues, operationalisation of the new overseas regulated entities, the commercial launch of the card
programme, as well as the continued investment in the development of the software platform, organic
sales, marketing efforts and the repayment of the £2,000,000 loan note payable on 31 July 2026 to
Robert O’Brien, the Company’s largest shareholder.
The Directors have prepared various scenario planning forecasts alongside their best-estimate
forecast assumptions, including a scenario in which sales growth falls below management
expectations, which all 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.
Strategic Report
Governance
Company Information
Financial Statements
Annual Report and Accounts 2024
47
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.
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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.
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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.
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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 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 in the line
“Administrative expenses” in profit or loss.
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 stand-alone price of the lease component and the
aggregate stand-alone price of the non-lease components.
Rent free concessions granted during the COVID-19 pandemic have been credited to the income
statement in the year they were granted, with a resulting reduction in the lease obligation.
The Group as lessor
The Group enters into lease agreements as a lessor for some of its property included within its right-of-
use assets.
Leases for which the Group is a lessor are classified as finance or operating leases. Whenever the terms
of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is
classified as a finance lease. All other leases are classified as operating leases.
When the Group is an intermediate lessor, it accounts for the head lease and the sub-lease as two
separate contracts. The sub-lease is classified as a finance or operating lease by reference to the
right-of-use asset arising from the head lease.
Rental income from operating leases is recognised on a straight-line basis over the term of the relevant
lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the
carrying amount of the leased asset and recognised on a straight-line basis over the lease term.
Amounts due from lessees under finance leases are recognised as receivables at the amount of the
Group’s net investment in the leases. Finance lease income is allocated to accounting periods to
reflect a constant periodic rate of return on the Group’s net investment outstanding in respect of the
leases.
Subsequent to initial recognition, the Group regularly reviews the estimated unguaranteed residual
value and applies the impairment requirements of IFRS 9, recognising an allowance for expected credit
losses on the lease receivables.
Finance lease income is calculated with reference to the gross carrying amount of the lease
receivables, except for credit-impaired financial assets for which interest income is calculated with
reference to their amortised cost (i.e. after a deduction of the loss allowance).
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When a contract includes both lease and non-lease components, the Group applies IFRS 15 to allocate
the consideration under the contract to each component.
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.
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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 & 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.
DEFERRED CONSIDERATION
Total compensation for acquisitions includes an element of deferred consideration payable, subject to
the revenue performance post-acquisition. Management use historical information and management
forecasts to estimate a liability, using the discounted cashflow methodology, to derive a fair value of
the deferred consideration payable.
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.
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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
& amortisation charges, profit on the disposal of Capital Currencies Limited, operating income related
to interest on client balances, deferred consideration 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. PROFIT/(LOSS) FROM OPERATIONS
Group
Group
Year ended
31 December 2024
Year ended
31 December 2023
£
£
Total revenue
11,354,451
9,649,233
Group
Group
Year ended
31 December 2024
Year ended
31 December 2023
£
£
Profit from operations is stated after charging/(crediting):
Share-based compensation
263,395
333,061
Transaction costs
-
4,500
Expensed software development costs
92,594
58,792
Release of deferred consideration liability
(139,640)
-
Depreciation of property, plant and equipment
21,009
15,883
Depreciation of right-of-use assets
289,636
72,409
Amortisation of intangible assets
571,090
533,649
Profit on disposal of subsidiary
(150,000)
(207,480)
Impairment of goodwill (note 9)
139,640
-
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Amounts payable to the Group’s auditor in respect of both audit and non-audit services:
Year ended
31 December 2024
Year ended
31 December 2023
£
£
Audit Services
•
Statutory audit
46,250
41,000
Other Services
The auditing of accounts of associates of the Company
pursuant to legislation:
•
Audit of subsidiaries and its associates
52,750
45,000
99,000
86,000
Year ended
31 December 2024
Year ended
31 December 2023
£
£
Interest receivable from client cash balances
176,221
350,143
Release of deferred consideration liability
139,640
-
315,861
350,143
Year ended
31 December 2024
Year ended
31 December 2023
£
£
Total finance and other income
Bank interest receivable
75,316
21,363
Total finance costs
(Release)/unwinding of discount
16,572
(56,459)
Loan note interest
126,903
130,306
Other interest payable and charges
9
483
Interest on lease liabilities (note 17)
52,976
16,305
196,460
90,635
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 £139,640 in respect of the release of the deferred
consideration liability related to the acquisition of Capital Currencies Limited due to the performance
conditions attached to the final earn-out payment not being met.
4. INTEREST AND SIMILAR ITEMS
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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):
Year ended
31 December 2024
Year ended
31 December 2023
Number
Number
Directors
6
6
Employees
37
28
43
34
EMPLOYMENT COSTS
Year ended
31 December 2024
Year ended
31 December 2023
£
£
Wages and salaries
2,796,846
2,349,642
Social security costs
264,486
206,636
Pension costs
93,813
71,408
Share-based compensation
134,345
219,068
3,289,490
2,846,754
REMUNERATION OF KEY MANAGEMENT PERSONNEL
Year ended
31 December 2024
Year ended
31 December 2023
£
£
Salaries and fees
648,150
559,310
Bonus
128,480
175,981
Share-based compensation charge/(credit)
59,236
152,495
Social security costs
101,467
103,472
937,333
991,258
Number
Number
Number of Directors to whom retirement benefits are
accruing under a defined contribution scheme
3
3
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 on pages 28-29.
Year ended
31 December 2024
Year ended
31 December 2023
£
£
The remuneration in respect of the highest paid Director
was:
Salaries and fees
220,338
170,360
Bonus
74,360
119,981
Share-based compensation charge
26,977
103,629
Pension and other benefits
12,550
12,379
334,225
406,349
During the year, no (2023: nil) Directors exercised any (2023: nil) share options.
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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 £93,813 (2023: £71,408). At 31 December 2024 contributions of £32,641 remained
outstanding and are included within other payables (2023: £20,130).
7. TAXATION
The tax on the profit on ordinary activities for the period was as follows:
Group
Group
Year ended
31 December 2024
Year ended
31 December 2023
£
£
Current Tax:
Current tax charge/(credit)
-
(45,489)
Deferred tax charge/(credit)
395,483
(797,679)
Income tax charge/(credit)
395,483
(843,168)
Group
Group
Year ended
31 December 2024
Year ended
31 December 2023
£
£
Profit before taxation
1,392,030
1,290,685
Profit multiplied by main rate of corporation tax in the UK of 25% (2023:
23.52%)
348,007
303,569
EFFECTS OF:
Surrender of tax losses for research & development tax credit refund
-
(45,489)
Expenses not deductible for tax purposes
122,391
65,575
Income not taxable
(84,287)
(122,176)
Share-based payments
-
78,335
Tax rate changes
-
(17,550)
Other adjustments in period
-
(2,520)
Disposal of subsidiary
9,372
-
Utilisation of tax losses previously not recognised as a deferred tax asset
-
(377,472)
Recognition of deferred tax asset in respect of tax losses
-
(725,440)
Income tax expense/(credit)
395,483
(843,168)
FACTORS AFFECTING FUTURE CHARGES
As at 31 December 2024, the Group had tax losses carried forward of £1,588,998 (31 December 2023:
£3,272,638) in respect of which it had recognised a deferred tax asset of £397,250 was carried forward
(31 December 2023: £818,161). The total net deferred tax asset as at 31 December 2024 was £302,381 (31
December 2023: £697,864) (see note 12).
The tax rate applicable for the year ended 31 December 2024 was 25%.
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Goodwill
Customer
relationships
Internally
developed
software
Software
costs
Trademarks
Cards
Total
£
£
£
£
£
£
£
COST
At 1 January 2024
420,300
615,756
1,515,097
15,611
46,114
-
2,612,878
Additions
-
-
1,117,047
-
70,476
296,503
1,484,026
At 31 December 2024
420,300
615,756
2,632,144
15,611
116,590
296,503
4,096,904
AMORTISATION
At 1 January 2024
-
213,559
869,189
15,611
-
-
1,098,359
Impairment
139,640
-
-
-
-
-
139,640
Charge for the year
-
123,151
447,939
-
-
-
571,090
At 31 December 2024
139,640
336,710
1,317,128
15,611
-
-
1,809,089
NET BOOK VALUE
At 31 December 2024
280,660
279,046
1,315,016
-
116,590
296,503
2,287,815
At 31 December 2023
420,300
402,197
645,908
-
46,114
-
1,514,519
9. GROUP INTANGIBLE ASSETS
The Group has recognised an intangible asset of £296,503 for costs incurred in the development of
its new debit card product. No amortisation has been recognised as the product was still undergoing
final testing and was not fully ready for use as at 31 December 2024.
For the year ended 31 December 2024, the Group recognised an impairment charge of £139,640 (2023:
£nil) against the goodwill recognised on the acquisition of Capital Currencies business in light of the
performance conditions attached to the final tranche of the earn-out in respect of Capital Currencies
not being met.
8. EARNINGS PER SHARE
Year ended
31 December 2024
Year ended
31 December 2023
£
£
Statutory profit
996,547
2,133,853
Weighted average number of shares used in basic EPS
57,417,101
56,613,145
Effect of dilutive share options
2,779,343
161,510
Weighted average number of shares used in diluted EPS
60,196,444
56,774,655
Earnings per share (pence)
Statutory total earnings per share
Basic
1.74
3.77
Diluted
1.66
3.76
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10. RIGHT-OF-USE ASSETS
Leasehold Property
£
COST
At 1 January 2024
868,907
Additions
-
At 31 December 2024
868,907
AMORTISATION
At 1 January 2024
72,409
Charge for the period
289,636
At 31 December 2024
362,045
NET BOOK VALUE
At 31 December 2024
506,862
At 31 December 2023
796,498
11. GROUP PROPERTY, PLANT AND EQUIPMENT
Computer
equipment
Leasehold
improvements
Equipment
Total
£
£
£
£
COST
At 1 January 2024
61,325
14,583
-
75,908
Additions
48,156
-
6,994
55,150
Disposals
(7,536)
-
-
(7,536)
At 31 December 2024
101,945
14,583
6,994
123,522
AMORTISATION
At 1 January 2024
31,662
9,890
-
41,552
Charge for the period
16,909
3,954
146
21,009
Disposal
(2,955)
-
-
(2,955)
At 31 December 2024
45,616
13,844
146
59,606
NET BOOK VALUE
At 31 December 2024
56,329
739
6,848
63,916
At 31 December 2023
29,663
4,693
-
34,356
COMPANY INTANGIBLE ASSETS
Internally developed software
Trademarks
Total
£
£
£
COST
At 1 January 2024
1,515,097
46,114
1,561,211
Additions
1,117,047
70,476
1,187,523
At 31 December 2024
2,632,144
116,590
2,748,734
AMORTISATION
At 1 January 2024
869,189
-
869,189
Charge for the period
447,939
-
447,939
At 31 December 2024
1,317,128
-
1,317,128
NET BOOK VALUE
At 31 December 2024
1,315,016
116,590
1,431,606
At 31 December 2023
645,908
46,114
692,022
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59
12. DEFERRED TAX
The Group recognised the following movements in deferred tax:
The Company recognised the following movements in deferred tax:
Acquired
intangibles
Fixed asset and
other temporary
differences
Tax losses
Total
£
£
£
£
At 1 January 2023
-
-
-
-
(Charge)/credit in the year
(100,549)
(19,748)
818,161
697,864
(Liability)/asset at 31 December 2023
(100,549)
(19,748)
818,161
697,864
(Charge)/credit in the year
30,789
(5,361)
(420,911)
(395,483)
(Liability)/asset at 31 December 2024
(69,760)
(25,109)
397,250
302,381
Current
302,381
Non-current
-
Fixed asset and other
temporary differences
Tax losses
Total
£
£
£
At 1 January 2023
-
-
-
(Charge)/credit in the year
(17,516)
625,084
607,568
(Liability)/asset at 31 December 2023
(17,516)
625,084
607,568
(Charge)/credit in the year
14,136
(227,832)
(213,696)
(Liability)/asset at 31 December 2024
(3,380)
397,252
393,872
Current
393,872
Non-current
-
13. INVESTMENTS
Investments in Subsidiaries
£
Cost or Valuation
At 1 January 2024
7,351,660
Additions
247,117
Disposal
(762,876)
6,835,901
Accumulated Impairment
At 1 January 2024
-
Impairment
729,132
Disposal
(612,877)
116,255
Net Book Value 2024
6,719,646
Net Book Value 2023
7,351,660
Finseta Payments (DIFC) Limited was incorporated on 2 September 2024 and holds regulatory capital
of £247,117. The entity is 100% owned by the Company.
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60
On 4 June 2024, the Company disposed of its 100% shareholding in Capital Currencies Limited for
£150,000.
Finseta Payments (DIFC) Limited was incorporated on 2 September 2024 as a financial services
provider operating within the Dubai International Financial Centre (DIFC). As at 31 December 2024,
the entity’s Category 3D Payment Services license was pending approval from the Dubai Financial
Services Authority (DFSA).
Cornerstone – Middle East FZCO ceased trading in October 2024 and was in liquidation as at 31
December 2024 following the strategic move of the Group’s UAE operations to the Dubai International
Financial Centre (DIFC).
Subsidiary
Principal Activity
Country of
Incorporation
Registered Office
Percentage of
Ownership
Finseta Payment
Solutions Limited
Foreign Exchange
and Payment Services
Northern Ireland
14-18 Copthall Avenue,
London, England, EC2R
7DJ
100 per cent.
Cornerstone – Middle
East FZCO
Consultancy
United Arab Emirates
Dubai Silicon Oasis,
DDP, Building A2,
Dubai, United Arab
Emirates
100 per cent.
Finseta Payments
(DIFC) Limited
Foreign Exchange
and Payment Services
United Arab Emirates
Unit S301 Level 3
Emirates Financial
Towers
Dubai International
Financial Centre
United Arab Emirates
100 per cent.
Pangea FX Limited
Foreign Exchange
White Label
England and Wales
14-18 Copthall Avenue,
London, England, EC2R
7DJ
100 per cent.
Finseta Payments Corp
Foreign Exchange
and Payment Services
Canada
5577 153A street, Suite
207, Surrey BC, V3S
5K7, Canada
100 per cent.
14. CURRENT TRADE AND OTHER RECEIVABLES
Group
Group
Company
Company
31 December
2024
31 December
2023
31 December
2024
31 December
2023
£
£
£
£
Trade receivables
271,481
347,491
-
-
Prepayments and accrued income
295,715
152,281
69,017
19,142
Derivative financial assets at fair value
733,887
340,241
-
-
Other receivables
288,469
147,536
-
53,264
Amounts due from Group undertakings
-
-
-
458,421
Taxes and social security
64,872
372,092
64,911
372,092
1,654,424
1,359,641
133,928
902,919
For the year ended 31 December 2024, £13,744 was recorded as a bad debt expense (2023: £nil).
In advance of its disposal on 4 June 2024, the Company recognised an impairment to its investment in
Capital Currencies Limited of £612,877.
The Company also recognised an impairment to its investment in Pangea FX Limited of £116,255.
Shares in subsidiary and associate undertakings are stated at cost. As at 31 December 2024, the
Company owned the following principal subsidiaries, which are included in the consolidated accounts:
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61
15. LOAN NOTES
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):
Group
Group
Company
Company
31 December
2024
31 December
2023
31 December
2024
31 December
2023
£
£
£
£
CURRENT
Loan notes
-
172,578
-
172,578
NON-CURRENT
Loan notes
2,000,000
2,000,000
2,000,000
2,000,000
The non-convertible loan note of £2,000,000 issued to Robert O’Brien is repayable on 31 July 2026.
The loan note has a 6% coupon rate payable quarterly in arrears. On 31 August 2024, the Company
made a payment of £172,578 in full and final settlement of the deferred consideration in relation to the
acquisition of Pangea FX Limited.
16. CURRENT TRADE AND OTHER PAYABLES
Group
Group
Company
Company
31 December
2024
31 December
2023
31 December
2024
31 December
2023
£
£
£
£
Trade payables
293,680
248,493
88,185
87,339
Derivative financial liabilities at fair value
750,049
279,097
-
-
Other tax and social security
205,491
480,612
21,035
2,298
Other payables and accruals
687,755
874,569
198,009
298,720
Amount due to Group undertakings
-
-
4,902,006
2,642,978
1,936,975
1,882,771
5,209,235
3,031,335
17. LEASE LIABILITIES
Group
Group
Leasehold Property
31 December 2024
31 December 2023
£
£
At 1 January
806,912
-
Additions
-
868,907
Finance costs
52,976
16,305
Payments
(316,332)
(61,613)
Lease accruals
-
(16,687)
At 31 December
543,556
806,912
Current
297,439
263,357
Non-Current
246,117
543,555
Incremental borrowing rate
7.97%
7.97%
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Annual Report and Accounts 2024
62
At 31 December 2024 share subscriptions of £nil remained unpaid (31 December 2023: £nil).
All ordinary shares are equally eligible to receive dividends and the repayment of capital and
represent equal votes at meetings of shareholders.
The following describes the nature and purpose of each reserve within owner’s equity:
Share capital: Amount subscribed for shares at nominal value.
Share premium: Amount subscribed for share capital in excess of nominal value, less costs of share
issue.
Share-based payment reserve: The share-based payment reserve comprises the cumulative expense
representing the extent to which the vesting period of warrants and share options has passed and
management’s best estimate of the achievement or otherwise of non-market conditions and the
number of equity instruments that will ultimately vest.
MATURITY ANALYSIS
Group
Group
Contractual undiscounted cash flows
31 December 2024
31 December 2023
£
£
Less than one year
328,988
316,332
One to five years
254,068
583,053
More than five years
-
-
Total undiscounted lease liabilities at 31 December
583,056
899,385
18. DEFERRED CONSIDERATION
Group
Group
31 December 2024
31 December 2023
£
£
At 1 January
228,499
-
Finance cost
16,572
-
Settlement
(105,431)
-
Release of liability
(139,640)
-
Transferred from deferred consideration reserve
-
228,499
At 31 December
-
228,499
Current
-
117,176
Non-current
-
111,323
On 30 April 2024, the Group paid £105,431 in settlement of the first tranche of the earn-out
consideration in respect of its 2022 acquisition of Capital Currencies Limited. The performance
conditions for the final tranche payment of the earn-out agreement were not met as at 31 December
2024. The Group has recognised other operating income of £139,640 in respect of the release of the
deferred consideration liability.
19. SHARE CAPITAL AND RESERVES
Allotted, called up and fully paid
Ordinary shares
Share capital
No.
£
Ordinary shares of £0.01 each as at 1 January 2024
57,417,101
574,171
Ordinary shares of £0.01 each at 31 December 2024
57,417,101
574,171
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Deferred consideration reserve: Reflects equity-based contingent consideration on the acquisition of
subsidiaries.
Merger relief reserve: Effect on equity of the consideration shares issued over their nominal value.
Reverse acquisition reserve: Effect on equity of the reverse acquisition of Finseta Payment Solutions
Limited.
Retained losses: Cumulative realised profits less cumulative realised losses and distributions made,
attributable to the equity shareholders of the Company.
Options
The Company operates an Enterprise Management Incentive (“EMI”) Scheme equity-settled share-
based remuneration scheme for employees.
Under the scheme the options are exercisable at any time. The options are also exercisable in the
event of a change of control. If the option holder’s employment within the Group is terminated, other
than for gross misconduct, any options vested may be exercised within 90 days of such termination (12
months in the case of the option holder’s death), otherwise the options lapse five years after the date
of grant. The options also lapse, inter alia, if the option holder is adjudged bankrupt or proposes a
voluntary arrangement or other scheme in relation to his/her debts.
31 December 2024
31 December 2023
Number
Weighted average
exercise price
Number
Weighted average
exercise price
£
£
Outstanding at the beginning of
the year
4,857,736
0.13
1,706,331
0.24
Granted during the year
730,000
0.34
3,919,180
0.13
Forfeited/waived during the year
(790,000)
(0.10)
(767,775)
(0.40)
Total outstanding
4,797,736
0.17
4,857,736
0.13
Total exercisable
3,346,470
0.13
1,357,674
0.11
The expected volatility reflects the assumption that historical volatility of comparable quoted
companies is indicative of future trends, which may not necessarily be the actual outcome.
The weighted average contractual life of the options is five years (2023: five years).
No options were exercised during the year (2023: nil).
The Group’s share-based compensation charge for the year ended 31 December 2024 of £263,395
(2023: £333,061) consists of £129,049 in relation to warrants granted in the Company (2023: £113,993)
and £134,346 in respect of options granted in the Company (2023: £219,065).
No warrants were granted in the year (2023: none).
The Black-Scholes model was used for calculating the cost of options. The model inputs for each of the
options issued were:
GRANT DATE
13 January
2023
13 January
2023
16 November
2023
16 November
2023
22 February
2024
24 October
2024
Exercise price
(pence)
10.0
20.0
12.0
10.0
31.8
37.0
Share price at grant
date (pence)
8.0
8.0
12.0
12.0
31.0
37.0
Risk free rate
2.7%
2.7%
4.2%
4.2%
4.2%
4.3%
Expected volatility
129.5%
129.5%
119.8%
119.8%
117.5%
124.0%
Contractual life
(years)
5
5
5
5
5
5
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64
20. RELATED PARTY TRANSACTIONS
Details of key management compensation are included in note 5. Key management are considered to
be the Directors of the Group.
Transactions with subsidiaries
During the year, the Company and Finseta Payment Solutions Limited entered into various transactions
with each other including software development charges, licences fees and working capital support.
The net balance of transactions between the companies are held on an interest-free intra-Group loan,
which has no terms for repayment. At the year end, the Company owed £4,881,588 (2023: £2,620,559) to
Finseta Payment Solutions Limited and £20,418 (2023: £20,418) to Pangea FX Limited.
During the year ended 31 December 2024, the Company waived intra-Group debts owed to it in
the amounts of £58,130 due from Cornerstone – Middle East FZCO and £34,927 due from Capital
Currencies Limited, relating to working capital support provided by the Company under interest-
free intra-Group loans. As at 31 December 2023, the respective amounts owed to the Company were
£92,319 from Cornerstone – Middle East FZCO and £35,899 from Capital Currencies Limited.
Other related parties
At the year end the Company owed Robert O’Brien £2,000,000. This interest-bearing, non-convertible
loan note is repayable on 31 July 2026. Robert O’Brien is the largest shareholder in the Company and is
the Chief Commercial Officer of the Group.
During the year, a loan of £8,750 owed by Terry Everson to the Company was written off. Terry Everson
resigned as director of Finseta Payment Solutions Limited on 3 February 2023.
21. FINANCIAL INSTRUMENTS
FINANCIAL ASSETS
Group
Group
Company
Company
31 December
2024
31 December
2023
31 December
2024
31 December
2023
£
£
£
£
DERIVATIVE FINANCIAL ASSETS
Foreign currency forward contracts with customers
272,736
253,663
-
-
Foreign currency forward contracts with institutional
counterparty
461,151
86,578
-
-
733,887
340,241
-
-
Cash and cash equivalents
2,580,609
2,343,417
28,128
14,553
Trade receivables
271,481
347,491
-
-
Other receivables
584,184
254,328
69,017
485,338
4,170,161
3,285,477
97,145
499,891
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Derivative financial assets and liabilities
Derivative financial assets not designated as hedging instruments
FINANCIAL LIABILITIES
Group
Group
Company
Company
31 December
2024
31 December
2023
31 December
2024
31 December
2023
£
£
£
£
DERIVATIVE FINANCIAL LIABILITIES
Foreign currency forward contracts with customers
301,590
61,367
-
-
Foreign currency forward contracts with institutional
counterparty
448,459
217,730
-
-
750,049
279,097
-
-
Trade payables
293,680
248,493
88,188
87,339
Other payables
687,755
874,569
5,784,512
2,941,698
Loan notes
2,000,000
2,172,578
2,000,000
2,172,578
3,731,484
3,574,737
7,872,700
5,201,615
All financial assets and liabilities have contractual maturity of less than one year with the exception of
loan notes of £2,000,000 (2023: £2,172,578).
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. Foreign currency forward
contracts are measured at fair value on a recurring basis.
There are three levels of fair value hierarchy:
•
Level 1 – the fair value of financial instruments traded in active markets is based on quoted market
prices at the end of the reporting period.
•
Level 2 – valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable.
31 December 2024
31 December 2023
Fair Value
Notional Principal
Fair Value
Notional Principal
£
£
£
£
Foreign currency forward
contracts with customers
272,736
15,256,180
253,663
8,546,025
Foreign currency forward contracts
with institutional counterparty
461,151
18,418,375
86,578
3,799,202
733,887
33,674,555
340,241
12,345,227
Derivative financial liabilities not designated as hedging instruments
31 December 2024
31 December 2023
Fair Value
Notional Principal
Fair Value
Notional Principal
£
£
£
£
Foreign currency forward
contracts with customers
301,590
17,603,836
61,367
2,928,816
Foreign currency forward contracts
with institutional counterparty
448,459
15,120,493
217,730
7,912,698
750,049
32,724,330
279,097
10,841,514
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•
Level 3 – valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.
Foreign currency forward contracts with customers generally require immediate settlement on the
maturity date of the individual contract and fall into level 2 of the fair value hierarchy above. Level 2
comprises those financial instruments which can be valued using inputs other than quoted prices that
are observable for the asset or liability either directly (i.e. prices) or indirectly (i.e. derived from prices).
The fair value of forward foreign exchange contracts is measured using observable forward exchange
rates for contracts with a similar maturity at the reporting date.
The net gain on financial assets at fair value through profit or loss for year ended 31 December 2024
was £175,379 (2023: net loss £58,116).
Financial instruments – risk management
Financial assets primarily comprise trade and other receivables, cash and cash equivalents and
derivative financial assets. Financial liabilities comprise trade and other payables, shareholder loans
and derivative financial liabilities. The main risks arising from financial instruments are market risk
(including foreign currency risk and interest rate risk), liquidity risk, credit risk and counterparty risk.
Market risk
Market risk for the Group comprises foreign exchange risk and interest rate risk. The Group operates as
a riskless matched principal broker for deliverable non-speculative spot and forward foreign currency
transactions, with each trade with its clients matched with an identical trade with an institutional
counterparty. Therefore, foreign exchange risk is mitigated through the matching of foreign currency
assets and liabilities between clients and institutional counterparties which move in parity.
The Group’s cash balances are primarily held in Pound Sterling and the Group does not hold
significant cash balances in foreign currencies.
Interest rate risk affects the Group to the extent that it implicitly impacts the price of foreign currency
forward contracts. However, this risk is mitigated in the same way as foreign currency risk.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
The Group has extensive controls to ensure that it has sufficient cash or working capital to meet its
cash requirements to mitigate this risk.
As per the ‘Going Concern’ section above, the Directors have prepared a cash flow forecast taking
into account a projected increase in revenues and continued investment in the development of the
Group’s platform and organic sales & marketing efforts and the inherent risks and uncertainties facing
the Group’s business to assess the Group’s working capital requirements. The Board reviews cash flow
projections on a regular basis and has authority controls in place so as not to commit to material
expenditure without being satisfied that sufficient funding is available to the Group.
The Group also has systems in place to monitor the margin requirements of its clients and its margin
requirement with the institutional counterparty for the back-to-back foreign currency forward contract
on a real-time basis and request any necessary top-up payment from the clients. The Group also has
the right to close any position if no margin is given.
Credit risk
Credit risk is the risk that clients do not meet their contractual obligations in respect of the currency
spot and forward contracts, which leads to a financial loss. All customers are subject to credit
verification checks. Approximately 90% of the Group’s trades are spot currency contracts, which are
required to be settled within two working days. For forward currency contracts, as noted above, clients
are required to provide margin that mitigates credit exposure. Trade limits are applied to all clients.
The Group has systems to monitor trade limits and collateral requirements on a real-time basis. The
Group does not have any significant concentration of exposures within its client base.
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Counterparty risk
Each trade between a client and the Group is matched with an identified trade with Velocity Trade
International (“Velocity”), which is a global foreign exchange liquidity and trade provider that provides
pricing, execution and settlement services for the Group.
The Group also has brokerage accounts with alternative institutional counterparties and could
transact with them instead if Velocity is unable to provide liquidity.
Management of settled and open trades are conducted via Currency Cloud, the GV (formerly Google
Ventures) backed global payments and FX platform, and Banking Circle. Client funds are safeguarded
with Banking Circle in line with the Group’s requirements under the Electronic Money Regulations 2011
for additional protection and to reduce counterparty risk.
22. CAPITAL MANAGEMENT
The capital structure of the business consists of cash and cash equivalents, debt and equity. Equity
comprises share capital, share premium and retained losses and is equal to the amount shown as
‘Equity’ in the balance sheet. The Group’s current objectives when maintaining capital are to:
•
safeguard the Group’s ability to operate as a going concern so that it can continue to pursue its
growth plans;
•
provide a reasonable expectation of future returns to shareholders; and
•
maintain adequate financial flexibility to preserve its ability to meet financial obligations, both
current and long term.
The Group sets the amount of capital it requires in proportion to risk. The Group manages its capital
structure and adjusts it in the light of changes in economic conditions and the risk characteristics of
underlying assets.
The Company is subject to the following externally imposed capital requirements:
•
as a public limited company, the Company is required to have a minimum issued share capital of
£50,000.
Finseta Payment Solutions Limited , a wholly-owned subsidiary of the Company, is subject to the
following capital requirement under the Electronic Money Regulations 2011:
•
2% of the average outstanding e-money issued by the Electronic Money Institution (based on a
6-month rolling average), or the initial capital requirement of €350,000, whichever is the higher.
Capital Currencies Limited, a wholly-owned subsidiary of the Company, is subject to the following
capital requirement under the Payment Service Regulations 2017:
•
either 10% of fixed overheads for the preceding year or the initial capital requirement of €20,000,
whichever is the higher.
Finseta Payment Solutions Limited and Capital Currencies Limited complied with the above
requirements for all periods during the year ended 31 December 2024.
23. EVENTS AFTER THE REPORTING DATE
On 20 February 2025, the Company granted 190,000 options to staff members over ordinary shares
of 1 penny each in the capital of the Company. All options are intended to qualify as Enterprise
Management Incentive options pursuant to the Income Tax (Earnings and Pensions) Act 2003.
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