Annual Report
2024
EQUALS GROUP PLC ANNUAL REPORT 2024
Equals Group PLC
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Contents
COMPANY INFORMATION
1
About Equals Group
2
History
3
Directors and Advisors
4
Financial Glossary
5
Financial Summary and Highlights (Unaudited) FY-2024
STRATEGIC REPORT
8
Statement of Alan Hughes, Chairman and Non-Executive Director
9
Chief Executive Officer’s Report
13
Chief Financial Officer’s Report
25
Statement on Section 172(1) of the Companies Act 2006
GOVERNANCE
27
Report on Corporate Governance
33
ESG Report
42
Report of the Audit Committee
45
Report of the Risk Committee
49
Directors’ Remuneration Report
58
Directors’ Report
62
Statement of Directors’ Responsibilities in Respect of the
Annual Report and the Financial Statements
63
Independent Auditors’ Report to the Members of Equals Group Plc
FINANCIAL STATEMENTS
70
Consolidated Statement of Comprehensive Income
71
Consolidated and Company Statements of Financial Position
72
Consolidated and Company Statements of Changes in Equity
73
Consolidated Statement of Cash Flows
74
Company Statement of Cash Flows
75
Notes to the Consolidated Financial Statements
1
Equals Group PLC
About Equals Group
Equals Group PLC (the “Company”) is a public limited liability company incorporated in England and Wales and domiciled in the
UK whose shares are admitted to the Alternative Investment Market (AIM), a market operated by The London Stock Exchange.
These consolidated financial statements comprise the Company and its subsidiaries (together referred to as the ‘Group’). These
financial statements were approved by the Board after stock market trading hours on 07 April 2025.
Its core brands are:
Equals Money
An international, domestic and card payment platform comprising
the “Spend” and “Pay” products for ‘just-in-time” expenditure needs
of our customers who range from Hollywood studios to dynamic
start-ups and fast growing businesses.
Equals Money Solutions
An enterprise scale-up of the Equals Money platform serving large
corporates and financial institutions with complex payments
needs.
Equals Connect
A white label platform serving smaller FX providers.
FairFX
A travel card and international payment product covering the
needs of high-net-worth individuals, international holidaymakers,
and their families.
CardOneMoney
UK focused product to meet the needs of small business and
individuals for everyday account processes, allowing them to run
their payments, direct debits, and cards via their account.
Roqqett
Open banking payment platform to provide payment services for
merchants and consumers.
The Directors stated in the Directors and Advisors section are as of
08 April 2024.
Equals is a leading payments Group offering small and medium-sized enterprises (SMEs) a suite of payment products across FX
transactions, prepaid card solutions, Faster Payments and accounts into which receipts can be credited and payments made. The
Group enables its personal and business customers to make easy, low-cost payments both domestically and in a broad range of
currencies, across a range of products, all via one integrated system.
Equals provides money movement services to both business and personal customers through a growing number of inter-connected
channels: International Payments; Corporate Expenses platform; Current Accounts; and Travel Money (currency cards). The
International Payments channel supports wire transfer foreign exchange transactions direct to bank accounts. For corporates, Equals
has a market-leading business expenses solution based around its corporate platform and prepaid card, which yields significant
cost savings via tighter control on expenses before they are incurred, coupled with eliminating inefficient processes. Equals also
offers business and retail accounts with all the payments functionality offered by banks, namely faster payments, BACS, direct
debits, international payments and a debit card. The retail currency card offers cost-effective and secure methods for travellers to
spend abroad.
History
2014
IPO on AIM
14 April 2025
Alakazam Holdings
BidCo Limited has
completed the
acquisition transaction
of 100% share capital
of Equals Group plc
August 2019
Acquisition of
Hermex FX
January 2017
e-Money licence
obtained via
acquisition of
Q-Money
2012
Launch of
expense platform
10 April 2025 The
Court has sanctioned
the Scheme for the
acquisition of Equals
Group plc by Alakazam
Holdings BidCo Limited
to take place.
June 2019
The Group
rebrands to
become Equals
Group
February 2018
Acquisition of
City Forex
September 2019
New five-year
agreement with
Mastercard
2007
Foundation
of travel cash
business
2018
Partnership with
US bank
Metropolitan
Commercial
Bank
2010
Launch of international
payments platform
December 2023
Obtained ISO/IEC
27001 Certification
February 2019
Becomes part of
Bank of England’s
Faster Payments
Scheme
August /
September 2019
Capital raise and share
placing for acquisitions,
raising £14.5m net of
expenses for expansion
April 2023
Acquisition
of Hamer and
Hamer Ltd
November 2019
Acquisition of Casco
Financial Services Ltd
January 2023
Acquisition of
Roqqett Ltd
2013
Customer milestone,
over 500,000 registered
customers
13 April 2025
Other than the CEO, all
Directors have resigned
from the Board of
Equals Group plc
July 2019
Banking
partnership with
Citi Commercial
Bank
August 2017
Acquisition of
CardOneBanking
July 2023
Acquisition of Oonex
S.A.
EQUALS GROUP PLC
5 Year Trading History
Additional unaudited information
(£ millions)
2020
2021
2022
2023
2024
Turnover
3,493
6,529
9,216
12,412
18,217
Revenue
29.0
44.1
69.7
95.7
131.7
Gross Profit
18.3
24.2
33.7
52.3
73.9
Profit after tax
(6.9)
(2.3)
3.6
7.7
7.4
Cash
10.0
13.1
15.0
18.7
29.2
2
3
ANNUAL REPORT 2024
Directors and Advisors
Advisors
Registered Number
08922461 (England and Wales)
Registered Office
Third Floor, Thames House
Vintners Place,
68 Upper Thames Street,
London, EC4V 3BJ,
England
Principal Bankers
Barclays Bank PLC
1 Church Hill Place,
Canary Wharf, London, E13 5BH,
England
Independent Auditors
PricewaterhouseCoopers LLP
7 More London Riverside,
London, SE1 2RT,
England
Solicitors
Browne Jacobson LLP
6 Bevis Marks,
London, EC3A 7BA,
England
Ashurst LLP
London Fruit & Wool Exchange,
1 Duval Square, London, W1 6PW,
England
Nominated Advisor
and Broker
Canaccord Genuity Limited
88 Wood Street,
London, EC2V 7QR,
England
Financial Advisors
Canaccord Genuity Limited
88 Wood Street,
London, EC2V 7QR,
England
Lazard & Co LTD
50 Stratton Street,
London, W1J 8LL,
England
Investor Relations
Buchannan Communications
Limited
107 Cheapside,
London, EC2V 6DN,
England
Registrar
MUFG Corporate Markets
Unit 10, Central Square,
29 Wellington Street,
Leeds, LS1 4DL,
England
Telephone 0871 664 0300
Directors and Advisors*
A R F HUGHES
(Non-Executive Director and Chair)
I A I STRAFFORD–TAYLOR
(Chief Executive Officer)
R Q M COOPER
(Chief Financial Officer)
S A HERBERT
(Non-Executive Director)
C J BONES
(Non-Executive Director)
Company Secretary
ONE ADVISORY LIMITED
*for an up to date view on the Directors and Shareholders of the Company, please refer to Companies House with the
registration number 08922461
4
EQUALS GROUP PLC
Financial Glossary
A definition of some of the abbreviations used in this document is outlined below:
AGM
Annual General Meeting
AIM
Alternative Investment Market (a sub-market of the London Stock Exchange)
AML
Anti-Money Laundering
BACS
Bankers’ Automated Clearing System
B2B
Business-To-Business (Transactions/Customers)
B2C
Business-To-Consumer (Transactions/Customers)
CAGR
Compound Annual Growth Rate
CEO
Chief Executive Officer
CFO
Chief Financial Officer
CGU
Cash Generating Unit
COO
Chief Operating Officer
EBIT
Earnings Before Interest and Taxes
EBITDA
Earnings Before Interest, Taxes, Depreciation and Amortisation
ECL
Expected Credit Loss
ED
Executive Director
EDI
Equality, Diversity and Inclusivity
EM
Equals Money
EMEU
Equals Money Europe S.A.
EPS
Earnings Per Share
ESG
Environmental, Social and Governance
EU
European Union
FCA
Financial Conduct Authority
FX
Foreign Exchange
HMRC
His Majesty’s Revenue & Customs
IAS
International Accounting Standards
IASB
International Accounting Standards Board
IBAN
International Bank Account Number
IFRS
International Financial Reporting Standards
ISO
International Organisation for Standardisation
LTIP
Long Term Incentive Plan
M&A
Mergers and Acquisitions
NED
Non-Executive Director
NOMAD
Nominated Advisor
PCI
Payment Card Industry
QCA code
Quoted Companies Alliance Corporate Governance Code
R&D
Research and Development
S.A.
Société Anonyme (a French business structure equivalent to a limited company in certain countries)
SIP
Share Incentive Plan
SME
Small and Medium-Sized Enterprises
SWIFT
Society for Worldwide Interbank Financial Telecommunications
TAM
Target Addressable Market
UX
User Experience
Financial Summary and Highlights
(Unaudited) FY-2024
FY-2024 Financial Summary
FY-2024
£ millions
FY-2023
£ millions
Change1
GAAP Measures:
Revenue
131.7
95.7
+38%
% of revenue from B2B2
86%
84%
Gross profit
73.9
52.3
+41%
Administration expenses
55.3
33.7
+64%
Profit after taxation
7.4
7.7
-4%
EPS:
Basic
3.93p
4.22p
Diluted
3.70p
4.00p
Non-GAAP Measures:
Underlying transaction values
- FX
7,832
5,866
+34%
- Banking
2,565
2,178
+18%
- Solutions Platform
7,820
4,368
+79%
- Total
18,217
12,412
+47%
Adjusted EBITDA3
28.3
20.6
+37%
EBITDA
18.8
17.1
+10%
Adjusted profit after taxation
19.6
13.1
+49%
Adjusted EPS:
Adjusted4 Basic
10.41p
7.16p
+45%
Adjusted4 Diluted
9.80p
6.79p
+44%
Other information:
Capitalised staff costs
5.9
5.7
Separately reported items
(below Adjusted EBITDA)
3.6
2.1
Cash per share (at balance sheet date)
15.5p
10.2p
Notes
1 Based on underlying, not rounded, figures.
2 Transactions with business customers are reported as ‘B2B’ and transactions with retail customers are reported as ‘B2C’.
3 Adjusted EBITDA is defined as: earnings before; depreciation, amortisation, impairment charges, share option charges, foreign exchange differences and separately
reported items. Separately reported items are of a material nature, non-recurring items. A bridge to Adjusted EBITDA is provided on table 1 in the CFO report.
4 The measure of profit for this ratio has been adjusted to form Adjusted EPS. The add-back adjustments consist of share option charges, amortisation of acquired
intangibles, exceptional items, acquisition costs and tax impacts on these items thereon.
ANNUAL REPORT 2024
5
6
EQUALS GROUP PLC
FY-2024 Financial Highlights
• 47% increase in transaction flow to £18.2 billion
(FY-2023: £12.4 billion)
• 38% increase in revenue to £131.7 million
(FY-2023: £95.7 million)
• 37% increase in Adjusted EBITDA3 to £28.3 million
(FY-2023: £20.6 million)
• Dividend payments of £3.8 million (FY-2023: £0.9 million)
• Robust Balance sheet with £29.2 million cash at bank at
31 December 2024
Recommended Cash Acquisition by Alakazam
Holdings Bidco Limited (“Bidco”)
On 11 December 2024, the Boards of Equals and Bidco
announced that they had reached an agreement on the terms
of a recommended all cash acquisition of the entire issued and
to be issued ordinary share capital of Equals (the “Acquisition”).
Under the terms of the Acquisition, Equals Shareholders shall
be entitled to receive 140 pence in cash, comprising a cash
consideration of 135 pence per share plus a special dividend
payment of 5 pence in cash per share (the "Special Dividend").
The offer values the entire issued and to be issued ordinary
share capital of the Group at approximately £283 million on a
fully diluted basis.
The Acquisition is to be effected by means of a Court-
sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the “Scheme”) and is subject to the
terms and conditions set out in the scheme document relating
to the Acquisition (the “Scheme Document”) published on 17
December 2004. Unless otherwise defined, all capitalised
terms in this announcement have the meaning given to them
in the Scheme Document.
As announced on 8 January 2025, the Scheme was approved
by the requisite majority of Scheme Shareholders at the Court
Meeting held on 8 January 2025 and the Special Resolutions
relating to the implementation of the Scheme were also
approved by the requisite majority of Equals Shareholders at
the General Meeting also held on 8 January 2025.
As announced on 1 April 2025, the Regulatory Conditions
set out in paragraphs 3.2 to 3.7 of Part III (Conditions to the
Implementation of the Scheme and to the Acquisition) of the
Scheme Document have now been satisfied.
Completion of the Acquisition remains subject to the Court’s
sanction of the Scheme at the Court Hearing, the delivery
of a copy of the Scheme Court Order to the Registrar of
Companies and the satisfaction (or, where applicable, waiver)
of the remaining Conditions set out in Part III (Conditions to the
Implementation of the Scheme and to the Acquisition) of the
Scheme Document.
The Court Hearing to sanction the Scheme is scheduled to be
held on 10 April 2025 and subject to the satisfaction (or where
applicable, waiver) of the remaining Conditions, the Scheme is
expected to become Effective on 14 April 2025. The last day of
dealings in, and for registration of transfers of, Equals Shares
is therefore expected to be 11 April 2025, with all dealings in
Equals Shares being suspended at 7.30 a.m. on 14 April 2025.
It is also expected that the admission to trading of Equals
Shares on AIM will be cancelled with effect from 7.00 a.m. on
15 April 2025.
If any of the key dates and/or times set out above change,
the revised dates and/or times will be notified to Equals
Shareholders by issuing an announcement through a
Regulatory Information Service, with such announcement
being made available on Equals’ website (www.equalsplc.
com/strategic-review).
Special dividend
As part of the Acquisition, the Board is pleased to declare
a special dividend of 5.0 pence per share. Subject to the
Scheme becoming effective, the special dividend will be
payable to shareholders on the register at 6pm on 11 April
2025, and will be paid by 28 April 2025. On the basis that the
special dividend is being paid as part of the Acquisition there
is no associated ex-dividend date.
The most secure way for eligible shareholders to receive
their dividends will be to have them paid directly into their
nominated bank account. Shareholders can action this by
adding their bank details into the Signal Shares portal of
our Registrar, MUFG Corporate Markets, using the following
link
https://uk.investorcentre.mpms.mufg.com/Login/Login.
Additionally Equals, will, on its investor relations website (www.
equalsplc.com), include a guide to this.
FINANCIAL SUMMARY AND HIGHLIGHTS (UNAUDITED) FY-2024 CONTINUED
3 Adjusted EBITDA is defined as: earnings before; depreciation, amortisation, impairment charges, share option charges, foreign exchange differences and separately
reported items. Separately reported items are of a material nature, non-recurring items. A bridge to Adjusted EBITDA is provided on table 1 in the CFO report.
7
STRATEGIC REPORT
ANNUAL REPORT 2024
Strategic report
7
8
STRATEGIC REPORT
EQUALS GROUP PLC
There have been four themes that have dominated 2024 and
the period since my report in last year’s financial statements:
(1) Growth in revenues and capabilities
(2) Integration and development of the European acquisition;
(3) The strategic review and the approval by shareholders on
8th January 2025
(4) Strengthening of compliance infrastructure.
The Group has acquitted itself well in all these.
FINANCIAL PERFORMANCE
By all financial measures, the Group had an excellent 2024.
Revenue grew by £36 million (38%) from £95.7 million to
£131.7 million; adjusted EBITDA rose 37% from £20.6 million
to £28.3 million; Gross Profit ratio grew from 54.6% to 56.1%;
and the Group paid a 1p interim dividend on 24 October 2024.
EUROPEAN EXPANSION
The integration and stabilisation of Equals Money Europe S.A.
(‘EMEU’) was completed, as planned by July 2024, extending
our reach into the EU. Total EU revenues rose to £4.3 million in
2024 (2023: £1.7 million).
STRATEGIC REVIEW
On 1 November 2023, the Group announced it was conducting
a review of the Groups strategic options (“Strategic Review”),
to assess whether an acquisition of the Group by third parties
would deliver greater value to Equals shareholders than
pursuing a standalone independent strategy.
On 11 December 2024, the Board reached an agreement on
the terms of a recommended all cash acquisition of the entire
issued and to be issued ordinary share capital of Equals,
this was approved by shareholders on 8 January 2025 (85%
in favour). Regulatory approvals have since been granted by
the Financial Conduct Authority (FCA) and the National Bank
of Belgium. At the time of writing, we expect the sale to be
completed in April 2025. The price, including the special
dividend achieved for shareholders of 140p, is 3.5 times higher
than the 40p price five years ago when you appointed me as
chair in early 2020.
There is no right time to sell. Prospects and growth were
relatively strong but potentially much better financed
competitors were too. After the prolonged review, we believed
this premium served shareholders well. We’re pleased that a
large majority of you concurred.
COMPLIANCE AND SECURITY
The evolution of cyber fraud, the need for consumer protection
regulation has continued apace. Equals was already well
placed to deal with this and has continued to invest in our
people and capabilities to stay ahead.
PROSPECTS
Currently, the global economic and geopolitical landscape
appears more uncertain than at any other time in our lives.
Thankfully, the United Kingdom has the advantages of a
relatively stable and thoughtful Government. However, the
UK requires substantial investment for sustainable economic
growth, particularly in certain regions. The economic growth
sought is likely to come from SMEs, the sector Equals serves.
Shareholders can be pleased with what you have enabled,
a firm that is determined to help such businesses with better,
faster, more cost-effective payments and FX services.
DIRECTORS
My fellow Non-Executive Directors and I will shortly stand
down. It has been a tremendous pleasure to witness the
remarkable success of the Group to date, benefiting both
shareholders and the businesses we support. My colleagues
and I shall watch with pleasure what we fully expect to be
Equals’ continued pace of growth.
THANK YOU
This is my last report as your chairman. I want to congratulate
CEO Ian and all the staff of Equals Group for their success. I am
very proud to have served and seen through the sea-change
in performance, governance and value Ian and his team have
created, all enabled by our shareholders.
Yours,
ALAN HUGHES
Chairman
07 April 2025
Statement of Alan Hughes,
Chairman and Non-Executive Director
9
STRATEGIC REPORT
ANNUAL REPORT 2024
The vision for the Group is to “make money movement simpler”
for corporate customers. Equals achieves this by giving its
corporate customers access to payment and transactional
capabilities that were previously only available via Banks.
Given the typically often dated state of the infrastructure at
Banks, coupled with the long lead times to become a customer,
there is a clear opportunity for Equals to provide value-added
services to the B2B space.
Equals services its corporate customers via its B2B platforms,
being Equals Money, which is targeted at SME customers, and
Equals Solutions, which targets larger corporate opportunities.
The Group’s growth potential continues to be strong given that
the core building blocks of its platforms, namely own-name
multi-currency IBANs, proprietary technology, and bank-grade
connectivity and clearance, are highly complex and time
consuming to replicate. This market position was achieved by
the investments made in previous years into technology and
connectivity and will be continuously enhanced by further
investment.
Against this vision, the Board’s objective for FY-2024 was to
expand the reach of our B2B platforms and thereby increase
the ‘Total Addressable Market’ (‘TAM’) for our services. Equals
achieved this objective by increasing the capabilities to
connect to our platforms via API integrations, expanding
our white-label capabilities and allowing our customers to
transact both directly with Equals or “indirectly” where Equals
provides the platform for our B2B customers to transact with
their underlying customer – so called B2B2C or B2B2B.
The advances the Group made in its offering, combined with
improved Sales and Marketing capabilities, meant the Group
delivered the following strong headline financial performance:
• Transactions executed on the Group’s platforms increased
by 47% to £18.2 billion (FY-2023: £12.4 billion)
• Revenue increased by 38% to £131.7 million (FY-2023:
£95.7 million)
• Adjusted EBITDA increased by 37% to £28.3 million
(FY-2023: £20.6 million)
• Adjusted PBT increased to £19.6 million (FY-2023:
£13.1 million)
A detailed financial analysis is presented in the Report of the
Chief Financial Officer, which follows this statement.
GROWTH WITH CONTROL AND INVESTMENT
Total transaction volumes processed by our platforms
increased 47% to £18.2 billion (FY-2023: £12.4 billion),
with increases across all payment channels, and reflects
the scalability of the platform that has been built, and the
operational processes that support it.
Revenues also grew strongly, posting a 38% increase to
£131.7 million (FY-2023: £95.7 million). The revenues grew
slower than transaction volumes in percentage terms is not
due to pressure on margins, rather it reflects Equals winning
larger corporate business which is typically higher volumes at
lower spreads.
The Group’s focus on distribution to B2B customers is reflected
in the breakdown of revenues of which 86% were derived from
B2B customers, up from 84% in FY-2023. Similarly, our success
in attracting larger corporate customers, especially via the
Equals Solutions platform, is reflected in 43% of revenues being
derived from this category, compared to 33% in FY-2023.
Analysing revenue trends further, growth continues to be centred
around a very strong uptake of our Solutions platform augmented
by solid performance from the core products within Equals
Money. Specifically, Equals Solutions revenues grew by 80% to
£55.8 million (FY-2023: £31.0 million), International Payments
(including White Labelled FX services) grew 21% to £47.7 million
(FY-2023: £39.4 million), and card-based revenues grew 1% to
£15.3 million (FY-2023: £15.2 million).
The increase in transaction volumes and revenues resulted
in strong growth in profits, with Adjusted EBITDA up 37% to
£28.3 million (FY-2023: £20.6 million).
Chief Executive Officer’s Report
IAN STRAFFORD-TAYLOR
Chief Executive Officer
10
STRATEGIC REPORT
EQUALS GROUP PLC
Regulators across the globe are increasingly focused on
anti-money laundering (‘AML’) and compliance standards.
Equals welcomes higher levels of supervision as we view our
compliance controls and governance to be a competitive
advantage. Equals instils a Group-wide compliance culture
facilitated by regular, compulsory training for all employees.
The Group has continued its investment in this area with
increased headcount and expertise being added across
onboarding, enhanced due-diligence, transaction monitoring,
risk, compliance and regulatory teams. In addition to the
investment in people, the Group has deployed compliance
technology and tooling to automate tasks where possible.
The philosophy of ‘growth with control and investment’ extends
to our product and engineering functions. All customer-facing
product developments are built with the involvement of all
areas of the business to ensure Equals creates end-to-end
applications that support internal operational efficiency as
well as superior customer user experience (‘UX’). In addition,
in 2024 we increased the proportion of our technical roadmap
that is dedicated to improving internal efficiency and control,
not just outward facing product rollouts.
Control whilst investing within Engineering and IT is further
enhanced by the Group operating a monthly Security
Council, with membership including Board members and all
key departments. The approval of the Council is required to
progress new products, product changes, new software usage
and vendor approval. The Security Council also conducts a
review of any security incidents at each meeting and authorises
any changes required. The robustness of our governance is
just part of the reason the Group has ISO/IEC 27001 status, the
leading international standard focused on Information Security
Management. This independent accreditation testifies to the
strength of the technology platform that has been built as well
as the processes and controls that we operate.
SUSTAINED INVESTMENT IN PEOPLE
The success of the Group is directly attributable to its excellent
employees.
Equals has a defined culture which we espouse through
our core values, being Make it happen, Succeed together,
Be the customer, and Go beyond. We have monthly awards
for the employees who have excelled in each value and have
been nominated by their colleagues. Equals values not just
individual employees, but teamwork and togetherness – the
“Equals Family”.
In this vein, Equals continues to invest in its employees and
consistently looks to implement measures to enhance the
work environment. The Group utilises benchmarking to ensure
it provides a strong benefits programme and it continues to
support a hybrid working policy. The health and wellbeing
of employees is taken very seriously, and the Group has
implemented many programmes to support this.
As part of the development of our employees, the Group has a
bi-annual appraisal process, which also drives salary reviews
and incentive plans. The appraisal process includes input
from not just the individual and their manager, but also from
colleagues. The Group is proud to have a diverse workforce,
and it strives to train and promote from within where possible.
Overall, investment in People has resulted in the Group having
a low level of staff turnover amongst key employees.
Headcount increased to 400 on 31st December 2024, up 9%
from 367 at the end of 2023 reflecting the Group putting in
place the resources needed for our next phase of growth in
2025 and beyond. In keeping with our strategy of “growth with
control” the additional recruitment has been concentrated in
revenue production areas (sales and marketing) together with
increases in onboarding, compliance and operations.
We expect headcount to continue to grow, but at much lower
rates than revenue expansion, in 2025.
CHIEF EXECUTIVE OFFICER’S REPORT CONTINUED
11
STRATEGIC REPORT
ANNUAL REPORT 2024
CHIEF EXECUTIVE OFFICER’S REPORT CONTINUED
EQUALS POSITION IN THE PAYMENTS SPACE
The global payments industry is fundamental to the global
economy. Without an efficient payments industry, global trade
suffers. Global payments represents a multi-trillion dollar
market that remains a complex and constantly evolving space.
Despite the importance of payments, whilst technology has
seen radical changes in many industries, payments had not
evolved at the same pace until relatively recently. In part this
is because of its importance – if changes are made and they
fail, the consequences are far-reaching. We have seen many
times when Banks attempt to upgrade their systems and there
are major outages. Therefore, we still see a prevalence of legacy
payment mechanisms of cash, cheques, account-to-account
transfers and more latterly cards dominating the landscape.
Furthermore, the settlement rails that support these payment
methodologies were frequently decades old. The problems that
this created were even more acute when making international,
or cross-border, payments as settlement rails in one country
frequently did not interface with those in another.
The 21st century has seen more investment into payments and
more disruptive technology being applied which has changed
the long-standing status quo and introduced new participants
into the space, known as ‘fintech’ businesses. The advent of
cryptocurrencies, and concurrently blockchain, has further
accelerated the rate of change such that payments in general
are now evolving at a rapid pace.
It is the rapid evolution that we now see that provides the
fundamental opportunity for Equals as we can provide our
corporate customers access to payment methodologies
that they cannot access via traditional Banks. Accordingly,
the Group has invested into technology and people over
several years to carve out a specific niche for Equals,
focused on the B2B customer space. This investment has
yielded a powerful proposition that provides its customers
with both account-to-account transfers and card payments
in one multi-currency platform built on infrastructure giving
bank-grade connectivity and security on superior customer
interfaces. Equals customers can assess this platform directly
via the secure login, on a white-label basis, or via an API
technical interface. The flexibility the Group can support and
the channels by which this can be consumed by customers is
a key differentiator. Within Equals B2B focus, the Group targets
two major segments, SMEs, via Equals Money, and larger
corporates, via Equals Solutions. Both offer a single platform
comprising own-name, multi-currency IBAN current accounts,
account-to-account transfers, and card products for both
domestic and international transactions.
COMPETITION AND DIFFERENTIATION
The Group’s competitors fall into two major categories: the
incumbent banks; and the fintech ‘disruptors’ that have come
into the market in recent years. Despite the growth of fintech
companies, the majority of payment volumes continue to flow
through the incumbent banks, in some part due to customer
inertia and the difficulty of switching providers. Accordingly,
for Equals, the key is to target the customer base of the incumbent
banks whilst concurrently making it easy for those customers to
consume the products and services of the Group. These twin
challenges are addressed by continued investment into both
product development and our customer onboarding capabilities
to provide a rapid process whilst retaining control.
Fintech competitors, in contrast to the incumbent banks, tend
to focus on one product component of what Equals provides
as an overall platform. In addition, they are often B2C focused,
therefore focussing on a different customer base than Equals.
Further, fintech companies typically operate ‘self-serve’
platforms where the user must consume the standard product
whereas Equals platforms are highly configurable to fit the
requirements of the user. Lastly, fintech companies rarely provide
human interaction in terms of onboarding, implementation and
ongoing support whereas Equals provides leading technology
allied with human assistance in supporting customers to
navigate the complexities of payments via dedicated account
management teams.
The Group therefore differentiates itself by harnessing the best
of these two competitor groups, namely the trust, security and
heritage of the incumbent banks combined with the technological
innovation of the fintech community. Accordingly, Equals will
continue to invest in its platform, connectivity, and payment rails
to remain one step ahead and its success in doing so to date is
clearly reflected in the Group’s FY-2024 results.
ESG
In keeping with prior years, Equals remains committed to ESG
initiatives and the Group takes Equality, Diversity, and Inclusivity
(‘EDI’) extremely seriously. Our EDI strategy, which covers not only
employees but also customers, includes an internal EDI network
populated with elected representatives and regular employee
surveys.
12
STRATEGIC REPORT
EQUALS GROUP PLC
CHIEF EXECUTIVE OFFICER’S REPORT CONTINUED
The outlook for Equals Group remains strong, because of our
outstanding people combined with sustained investments
in technology and connectivity. Concurrently, the Group has
consistently widened its addressable market via new distribution
channels and geographical expansion. Equals has created a
highly configurable payments platform comprising international
and domestic payments, card payments and current account
services underpinned by exceptional technology and direct
connections to multiple payment networks. Accordingly, we
look to the future with confidence.
IAN STRAFFORD-TAYLOR
Chief Executive Officer
07 April 2025
13
STRATEGIC REPORT
ANNUAL REPORT 2024
A summary income statement is shown below.
TABLE 1: INCOME AND EXPENSE ACCOUNT
FY-2024
£ millions
FY-2023
£ millions
Revenue (table 3)
131.7
95.7
Gross Profits (table 4)
73.9
52.3
Less: Marketing
(4.0)
(2.6)
Contribution
69.8
49.8
Staff costs
(28.7)
(20.3)
Property and office cost
(1.5)
(1.2)
IT and telephone costs
(5.8)
(3.2)
Professional Fees
(2.4)
(2.2)
Compliance costs
(2.4)
(1.5)
Travel and other expenses
(0.8)
(0.7)
Adjusted EBITDA
28.3
20.6
Less: Share option expense
(6.0)
(1.4)
Less: Acquisition costs (table 5)
–
(1.4)
Less: Exceptional items
(3.6)
(0.7)
EBITDA
18.7
17.1
IFRS 16 Depreciation (table 7)
(0.7)
(0.7)
Other depreciation (table 7)
(0.5)
(0.5)
Amortisation of acquired intangibles
(table 8)
(1.6)
(1.7)
Other amortisation (table 8)
(5.8)
(5.4)
(8.6)
(8.3)
Contingent consideration credit
–
0.5
Gain on Disposal of Cash CGU
–
0.4
Research and Development Income
0.2
–
(8.4)
(7.4)
EBIT
10.3
9.7
Lease interest
(0.1)
(0.2)
Foreign exchange differences
(0.1)
(0.3)
Contingent consideration finance
credits/(charges)
0.1
(0.1)
(0.1)
(0.6)
PROFIT BEFORE TAXATION
10.2
9.1
Corporate and deferred taxation
(2.7)
(1.4)
PROFIT FOR THE YEAR
7.4
7.7
*
Adjusted EBITDA is EBITDA before exceptional items, non-cash
share option expenses and costs incurred in acquisitions.
** Normalised EBIT is stated before Exceptional Items.
When the changes are presented as a bridge, the standout facts are the
increase in revenue leading to increased contribution (gross profits less
marketing costs), offset by higher labour costs, both through planned
increases in staff resources and responding to labour market pressures.
Other cost increases were also a mix of inflation pressures, but also
decisions taken to upskill and upscale resources for a rapidly growing
business.
Chief Financial Officer’s Report
RICHARD COOPER
Chief Financial Officer
The Strategic Review, launched in Q4-2023 has impacted the
overall, but not the underlying results for the year, with trading
revenues growing by 21%, and total revenues, significantly
benefitting from robust interest rates and growing customer
balances, which grew by 38%. Adjusted* EBITDA also grew
strongly by 37% to £28.3 million. The professional fees and
other costs incurred on the Strategic Review in 2024 were
£3.6 million. Normalised** EBIT was 34% higher at 13.9 million
(2023: £10.4 million). Share option charges reflected a full year
of charges related to the LTIP awards in December 2022 and
November 2023). Higher profits have led to a higher tax charge.
14
STRATEGIC REPORT
EQUALS GROUP PLC
TABLE 2 – ADJUSTED EBITDA BRIDGE FROM FY-2023 TO FY-2024 (in £’000s)
FY-2023 Adjusted EBITDA
20,637
Add: 40% uplift in contribution FY-2024
20,076
Less: 41% increase in staff costs, reflecting a higher planned headcount, particularly in compliance and
onboarding roles.
(8,400)
79% increase in IT and communications, largely through increased web hosting charges and development
tools in line with transaction growth.
(2,541)
29% increase in professional and compliance costs, much of which is attributable to increased professional
and compliance including regulatory fees in line with geographical expansion.
(1,079)
26% increase in property costs reflecting a full-years charge for EU operations (2023 – 6 months)
(304)
Increase in other costs including travel and entertaining costs incurred through ambassadorial initiatives and
industry awareness events.
(115)
FY-2024 Adjusted EBITDA
28,274
Uplift over FY-2023
7,637
% uplift over FY-2023
37%
Revenue
All product lines and all verticals saw significant increases in revenue in the year. The Group has concentrated on the corporate
sector and has seen strong growth in International Payments, White-Label and Solutions business lines, and modest growth in
consumer and small businesses. The Group stabilised its EU revenues and structurally removed some revenue not linked to its
current strategy.
Shown below, revenue by type, followed by revenue by product line with an allocation of interest based on the customer balances
within each segment.
TABLE 3 – REVENUE BY CUSTOMER TYPE
The table below shows the revenue by half year periods, split by customer grouping and within than the type of business provided.
By income type
£ millions
H1-2023
H2-2023
TOTAL
FY-2023
H1-2024
H2-2024
TOTAL
FY-2024
FX
24.7
22.4
47.1
25.1
29.9
55.0
Fees
16.1
21.3
37.4
25.0
29.8
54.8
Total, trading revenue
40.8
43.7
84.5
50.1
59.6
109.8
Interest
4.2
7.0
11.2
9.8
12.1
21.9
Total
45.0
50.7
95.7
60.0
71.7
131.7
Revenue in H1-2024 grew by 33% over the same period in 2023, then by 18.3% over the prior half year, Revenues in the second
half continue to grow strongly; 41% over H2-2023 and 19.5% above H1-2024.
CHIEF FINANCIAL OFFICER’S REPORT CONTINUED
15
STRATEGIC REPORT
ANNUAL REPORT 2024
By segment, including interest allocated to segments
£ millions
H1-2023
H2-2023
TOTAL
FY-2023
H1-2024
H2-2024
TOTAL
FY-2024
International Payments
9.2
9.7
18.9
10.3
12.4
22.7
Cards
4.8
5.4
10.2
4.7
5.1
9.8
Medium enterprises
14.0
15.1
29.1
15.0
17.5
32.5
International Payments
1.9
1.9
3.8
2.6
2.0
4.6
Cards
2.4
2.6
5.0
2.7
2.8
5.5
Banking
4.1
4.2
8.3
4.0
4.7
8.7
Consumer and small business
8.4
8.7
17.1
9.3
9.5
18.8
White-label
8.9
7.8
16.7
8.6
11.8
20.4
Large enterprises (‘Solutions’)
13.6
17.4
31.0
24.8
31.0
55.8
Europe
–
1.7
1.7
2.3
2.0
4.3
Bureau de change
0.1
–
0.1
–
–
–
Total
45.0
50.7
95.7
60.0
71.7
131.7
Interest
Interest income on safeguarded customer funds rose 96% to £21.9 million, up from £11.2 million in 2023.
Interest is earned on balances maintained in GBP, EUR and USD. Interest earning balances have risen sharply from an average of
£313 million in H1-2023 to £350 million in H2-2023, £485 million in H1-2024 to £625 million in H2-2024.
The impact of the growth of balances, more than offsets the recent reductions in global interest rates.
Interest is a key component of pricing across all product segments by dominated by Solutions. Thus, revenue by segment is shown
gross of interest.
Revenue by distribution channel
The Group has two distribution channels: direct, or via affiliates. The Group has been building up its direct sales team which
naturally increases staff costs, but, produces a higher gross margin as there is less ‘pay-away’ to affiliates and staff commissions
can be controlled better.
Revenue from direct channels is around 54% of the total, marginally up on FY-2023 (52%).
Revenue by customer type
The Group has been pivoting away from its B2C origins for some time, disposing of the FX Bureau in March 2023 and having little
focus on marketing to B2C customers in cards (‘FairFX’) and in Banking (‘CardOneMoney’).
The percentage of revenue from B2B has increased from 83.8% in FY-2023 to 85.7% in FY-2024.
Revenue by type
As the Group develops, it has not only pivoted away from B2C but also focused towards more recurring revenue. Of the trading
revenue, fees represented 50% compared with 44% in 2023.
CHIEF FINANCIAL OFFICER’S REPORT CONTINUED
16
STRATEGIC REPORT
EQUALS GROUP PLC
Revenue by segment
a. Solutions
Solutions now represents over 42% of Group revenues.
The investment in technology, systems and compliance processes to enable the Solutions product to be sold to international
customers with complex payment needs evolved several years ago and enabled a launch in H1-2021. Since then, revenues (with
interest allocated) have grown thus:
£ millions
H1-2021
0.3
H2-2021
3.3
H1-2022
6.2
H2-2022
9.4
H1-2023
13.6
H2-2023
17.4
H1-2024
24.8
H2-2024
31.0
b. International Payments
Revenue increased from £22.7 million in 2023 to £27.3 million in 2024 at 20.3%.
c. White-label
Revenue increased from £16.7 million in 2023 to £20.4 million in 2024 an increase of 22% despite difficult headwinds and intense
competition.
d. Cards
The Group continues to operate FairFX its retail-focused card product, but increasingly concentrates on the Corporate section
with a relaunched Equals Money card.
Retail revenues were:
£5.5 million, up from £5.0 million in 2023
Corporate revenues were:
£9.8 million, marginally lower than in 2023
e. Banking
The ‘CardOneMoney’ platform also serves both B2B and B2C, but is a non-core product and receives minimal marketing
investment. Its revenue remains relatively static at £8.7 million (2023: £8.3 million).
f. Europe
The Group’s acquisition in July 2023 was fully remediated and restructured in 2024. Certain revenue streams were eliminated
as they did not fit into the Group’s strategy and risk appetite. Despite this, revenue increased to £2.0 million in H2-2024 from
£1.7 million in the same period in the prior year.
Gross Profits
Whilst revenues have grown by 38% over the same period last year, Gross Profits increased by 41%. This is a result of the impact
of interest income (which has no associated cost), and the changing mix of business including a greater percentage being derived
from direct sales as opposed to affiliates.
CHIEF FINANCIAL OFFICER’S REPORT CONTINUED
17
STRATEGIC REPORT
ANNUAL REPORT 2024
Gross profit ratios over the half year periods are shown below:
TABLE 4 – GROSS PROFIT MARGIN %
H1-2023
H2-2023
TOTAL
FY-2023
H1-2024
H2-2024
TOTAL
FY-2024
International Payments
57%
58%
57%
62%
61%
61%
Cards
65%
67%
65%
66%
54%
58%
Medium enterprises
59%
61%
60%
63%
57%
60%
International Payments
68%
68%
68%
68%
56%
60%
Cards
58%
61%
60%
63%
54%
54%
Banking
85%
84%
84%
83%
80%
82%
Consumer, and small business
74%
74%
74%
75%
67%
71%
White-label
19%
21%
20%
21%
28%
25%
Large enterprises (Solutions)
54%
60%
57%
61%
61%
61%
Cash (affiliate from H2-2023)
31%
87%
36%
60%
73%
68%
Europe
–
56%
56%
57%
47%
50%
Total
52%
56%
55%
57%
55%
56%
Marketing, branding and contribution
The Group has actively managed its marketing expenditure more closely having carried out a thorough review and a constant
assessment of ‘Return on Spend’. Increased marketing expenditure in 2024 is focused on hospitality events and exhibitions.
Marketing, as a percentage of Revenue is 3.1% (2023: 2.7%).
Staff costs
Reported here staff costs exclude commissions and associated Employers NI which are shown within Gross Profits.
Staff costs below the Gross Profit line and gross of capitalisation and exceptional items were £35.9 million in FY-2024 against
£25.9 million in FY-2023. This increase was attributable to:
• Organic headcount increases (headcount numbers have moved from 367 as at 31 December 2023 to 400 as at 31 December
2024). Recruitment costs fell to £738k (but includes a number of higher recruitment costs for Exec and senior hires) in 2024
against £969k in 2023. 2024 saw the recruitment of 85 new employees in the UK (2023: 149).
• Wage pressures, where the aggregate increases were around 8.5%.
Gross staff costs have been offset by £5.9 million of capitalised internal software (FY-2023: £5.7 million), which included £3.3 million
on contractors (FY-2023: £2.4 million). The amounts capitalised represent 16.4% of gross staff costs, reduced from 21% in 2023
largely due to inflation impacting contractor costs.
The composition of headcount is approximately: Commercial, 22%; Compliance, 15%; Operations (excluding risk & compliance),
23%; Engineering, 15%; Product and EU operations, 10%; Finance and HR, 9%; Other, 6%.
Professional fees and Compliance costs
Owing to an increasing cross-industry compliance burden, the Group has chosen to report compliance, and similar costs separate
to other professional fees. Such costs, including onboarding systems, have risen due to a combination of greater business activity
and the Group’s desire to fast-track business applications proactive with regulation.
Professional fees have risen in line with trends widely reported in the national press, most notably the provision for the cost of the
audit noting increased acquisition activity and implementation of enhanced systems.
Exceptional items
In connection with the Strategic Review announced on 1 November 2023 and the implementation of the Acquisition that followed,
the Group incurred costs of £3.6 million in FY-2024, of which £2.3 million related to professional fees and £1.3m to retention
bonuses.
CHIEF FINANCIAL OFFICER’S REPORT CONTINUED
18
STRATEGIC REPORT
EQUALS GROUP PLC
CHIEF FINANCIAL OFFICER’S REPORT CONTINUED
Dividend Payments
The Group paid two dividends of 1.00 pence per share to the shareholders of Equals Group PLC in 2024:
• Final dividend of 1.0 pence per share announced in the final results published on 16 April 2024 with a total cash payment of
£1,876k on 28 June 2024.
• Interim dividend of 1.0 pence per share announced as part of the Interim Results released on 10 September 2024 with a total
cash payment of £1,885k on 25 October 2024.
Acquisitions
The following two tables present the purchase consideration for acquisitions made since 1st January 2023, along with the cash
and equity transferred in connection with these acquisitions.
TABLE 5 – ACQUIRED ASSET CONSIDERATION THROUGH ACQUISITIONS
Acquisition date
Roqqett
06.01.2023
£’000s
Hamer &
Hamer
20.04.2023
£’000s
EMEU
04.07.2023
£’000s
Total
£’000s
Value on balance sheet at 01.01.2023
–
–
–
–
Acquisitions in 2023
1,550
2,268
8,849
12,667
Fair value and deferred tax adjustments in 2023
664
339
2,388
3,391
Total Consideration on balance sheet at 31.12.2023
2,214
2,607
11,237
16,058
Total Consideration on balance sheet at 31.12.2024
2,214
2,607
11,237
16,058
Comprising:
Cash paid at acquisition
169
1,500
–
1,669
Cash paid at acquisition for acquired liabilities
–
–
2,461
2,461
Cash paid post-acquisition
1,215
19
1,475
2,709
Total cash paid for acquisitions
1,384
1,519
3,936
6,839
Shares issued at acquisition
–
–
3,190
3,190
Shares issued post-acquisition
–
–
810
810
Total shares issued paid for acquisitions
–
–
4,000
4,000
Total cash paid and shares issued for acquisitions
1,384
1,519
7,936
10,839
Fair Value on shares issued
–
–
694
694
Performance assessed consideration thereon
35
148
50
233
Capitalised incidental expenses
131
–
–
131
Acquired liabilities payable in cash
–
–
169
169
Deferred consideration payable in cash*
–
601
–
601
Total consideration transferred
1,550
2,268
8,849
12,667
Fair Value thereon
664
(30)
1,779
2,413
Deferred tax thereon
–
369
609
978
Total acquired
2,214
2,607
11,237
16,058
Goodwill
–
1,129
8,801
9,930
Other intangible assets:
Open Banking Technology
2,214
–
–
2,214
Customer Relationships
–
1,478
2,436
3,914
Total intangibles acquired
2,214
2,607
11,237
16,058
*
the earnout which relates to Hamer & Hamer and are payable on the 1st, 2nd and 3rd anniversaries of the acquisition if targets are met. The
maximum earn out is £1.7 million over the three-year period, of which £19k has been paid on the first anniversary and the remainder has been
fair valued to £0.6 million is payable over the next two years.
19
STRATEGIC REPORT
ANNUAL REPORT 2024
TABLE 6 – CASH AND EQUITY TRANSFERRED FOR ACQUISITIONS
Acquisition date
Total
£’000s
Cash Total
£’000s
Casco
19.11.2019
£’000s
Roqqett
06.01.2023
£’000s
Hamer &
Hamer
20.04.2023
£’000s
Equity
Total
£’000s
EMEU
04.07.2023
£’000s
Gross outstanding at 01.01.2023
2,025
2,025
2,025
–
–
–
–
Acquisitions in 2023
8,669
4,619
–
1,419
3,200
4,050
4,050
Cash payments in 2023
(3,476)
(3,476)
(1,092)
(884)
(1,500)
–
–
Shares issued in 2023
(3,190)
–
–
–
–
(3,190)
(3,190)
Revaluation of asset based on
performance in 2023
(1,441)
(1,391)
(424)
(35)
(932)
(50)
(50)
Gross Outstanding at 31.12.2023
2,587
1,777
509
500
768
810
810
Cash payments in 2024
(1,028)
(1,028)
(509)
(500)
(19)
–
–
Shares issued in 2024
(810)
–
–
–
–
(810)
(810)
Revaluation of asset based on
performance in 2024
(148)
(148)
–
–
(148)
–
–
Gross Outstanding at 31.12.2024
601
601
–
–
601
–
–
Depreciation
Tangible fixed assets are depreciated over the anticipated useful life with a maximum of 60 months (other than leasehold
improvements which is a maximum of 120 months).
TABLE 7 – DEPRECIATION
FY-2024
£’000s
FY-2023
£’000s
IFRS 16 depreciation
711
692
Other depreciation
450
536
1,161
1,228
Amortisation
Intangible assets acquired on acquisition are amortised over their estimated useful lives, with a maximum of 60 months for brands
and a maximum of 108 months for customer relationships. The charge to amortisation for the year can be analysed as follows:
TABLE 8 – COMPONENTS OF AMORTISATION CHARGES
FY-2024
£’000s
FY-2023
£’000s
Amortisation charge arising from the capitalisation of internally developed software in the following
years:
2018 and earlier
260
545
2019
940
1,661
2020
924
893
2021
666
599
2022
903
791
2023
1,041
506
2024
628
–
5,362
4,995
Amortisation charge for other intangibles
419
381
5,780
5,376
Amortisation of acquired intangibles
1,611
1,672
Total amortisation charge
7,392
7,048
CHIEF FINANCIAL OFFICER’S REPORT CONTINUED
20
STRATEGIC REPORT
EQUALS GROUP PLC
Operating result
The Group made a profit before taxation of £10.2 million for the year, compared to £9.1 million for FY-2023.
Taxation, incorporating R&D credits
The Group has recognised a net tax charge of £2.7 million for FY-2024 (FY-2023: £1.4 million). At the balance sheet date, the Group
estimates it has usable tax losses of £4.4 million.
TABLE 9 – BALANCE SHEET
This table shows a compressed “balance sheet” for the Group.
31.12.2024
£’000s
31.12.2023
£’000s
Internally generated software – cost
38,725
32,207
Internally generated software – accumulated amortisation
(23,768)
(18,407)
14,957
13,800
Other non-current assets (other than ‘right to use’)
30,985
32,949
IFRS 16 assets, less IFRS 16 liabilities
(527)
(599)
45,415
46,150
Liquidity (see Table 12)
25,316
17,803
Accrued Income and Trade Debtors
7,493
6,503
Net value of forward contracts*
1,490
358
Prepayments
2,563
1,789
Deferred consideration receivable from the sale of the FX bureau
–
100
Inventory of card stock
165
372
Other Sundry Debtors
294
196
Current assets - as presented in this format
37,321
27,121
Less:
Accounts payable
(2,850)
(2,831)
Affiliate commissions
(3,901)
(3,135)
PAYE and Pension Liabilities
(1,138)
(1,023)
Staff commissions and accrued bonuses
(3,708)
(2,391)
Purchase accruals and other creditors
(5,233)
(3,700)
Accrued acquired liabilities for EMEU.
(169)
(1,519)
Earn-out balances due
(601)
(1,777)
Net deferred income tax credit (2024 RDEC)**
(748)
–
Net corporation and deferred taxes
(404)
(1,152)
849
849
Liabilities - as presented in this format
(18,752)
(15,527)
Net, as presented in this format
18,569
11,594
NET SHAREHOLDER FUNDS
63,984
57,744
At 31 December 2024, the Company has distributable reserves of £18,543k. This is equivalent to £0.10 per share.
*
The gross value of the forwards book at 31st December 2024 was £280.2 million (31st December 2023: £315.3 million)
CHIEF FINANCIAL OFFICER’S REPORT CONTINUED
21
STRATEGIC REPORT
ANNUAL REPORT 2024
** Taxation and R&D expenditure credit
The Financial statements for the full year of 2024 are be prepared under the ‘RDEC’ scheme as Equals will have exceeded the SME
scheme limits on revenue and gross assets.
Under the RDEC scheme, the accounting treatment recognises the credit as an ‘above the line’ adjustment.
This allows 20% of eligible R&D expenditure (staff and IT costs) to be credited to the balance sheet and then released to the P&L
as either:
• other income; or
• netted off against R&D costs, such as staff costs on the income statement.
This credit is subject to corporation tax, resulting in an effective tax rate of 15%, compared to 21.5% under the SME scheme.
The value of the scheme is accounted for in the P&L over five accounting years, as opposed to one year under the SME scheme,
so the impact of the RDEC scheme appears marginally dilutive. The tables below show the impact on the financial statements.
TABLE 10 – IMPACT OF RDEC SCHEME
With RDEC applied
Before RDEC applied
£ millions
FY-2024
FY-2023
FY-2024
FY-2023
Adjusted EBITDA before RDEC
28.3
20.6
28.3
20.6
Impact of RDEC
0.2
0.2
–
–
Revised EBITDA
28.5
20.8
28.3
20.6
Taxation charge before RDEC
1.4
1.4
1.4
1.4
Impact of RDEC
1.3
1.3
–
–
Revised taxation charge
2.7
2.7
1.4
1.4
Profit after tax before RDEC
8.5
7.7
8.5
7.7
Impact of RDEC
(1.1)
(1.1)
–
–
Revised profit after tax
7.4
6.6
8.5
7.7
FY-2024
FY-2023
FY-2024
FY-2023
EPS:
Basic
3.93p
3.59p
4.51p
4.22p
Diluted
3.70p
3.41p
4.25p
4.00p
Adjusted Basic
10.41p
6.53p
10.99p
7.16p
Adjusted Diluted
9.80p
6.20p
10.35p
6.79p
Share capital – Ordinary shares of £0.01 each
Number at 01 January 2024
186,627,898
Final tranche of shares issued pursuant to EMEU. acquisition, issued 4 January 2024
1,000,000
Options exercised by a former employee, 24 July 2024
904,800
LTIP vesting, 18 October 2024
1,838,800
Number in issue 31 December 2024 and 07 April 2025
190,371,498
The SIP held 1,701,272 shares at 31 December 2024.
CHIEF FINANCIAL OFFICER’S REPORT CONTINUED
22
STRATEGIC REPORT
EQUALS GROUP PLC
Share options
At 31 December 2024, there were the following options outstanding across the following schemes:
Scheme type
Number at
31.12.23
Lapsed in
year
Exercised
and issued
Net settled
in year
Number at
31.12 24
Lapses
since
31.12.24
Number at
07.04.25
2023 LTIP
2,600,000
(72,500)
–
–
2,527,500
(67,500)
2,460,000
2022 LTIP
3,132,500
(30,000)
–
3,102,500
–
3,102,500
2021 LTIP
3,435,000
(50,000)
(1,838,800)
(1,546,200)
–
–
–
EMI scheme
850,000
–
(50,000)
800,000
–
800,000
IPO awards
4,372,800
–
(854,800)
3,518,000
–
3,518,000
2020 awards
2,000,000
–
–
–
2,000,000
–
2,000,000
16,390,300
(152,500)
(2,743,600)
(1,546,200)
11,948,000
(67,500)
11,880,500
Earnings per share
Earnings per share are reported/calculated in accordance with IAS 33. For non-diluted, the result after tax is divided by the
average number of shares in issue in the year. The average number of shares was 188,354,225 (FY-2023: 183,624,192).
The calculation of diluted EPS is based on the result after tax divided by the number of actual shares in issue (above) plus Dilutive
shares. Dilutive shares are calculated on, the number of options where the fair value exceeds the weighted average share price in
the year less shares repurchased. Share repurchased is the proceeds from exercise divided by the share price at year-end. The
fair value of options is measured using Black-Scholes and Monte-Carlo. It should be noted that in accordance with Accounting
Standards, this calculation is based on fair value, not the difference between the market price at the end of the year or the
weighted average price and the exercise price. The weighted average price was 118 pence (FY-2023: 99 pence), and the number
of options exceeding the fair value was 11,680,541 (FY-2023: 9,820,535).
The basic and diluted EPS are shown below:
Basic
FY-2024
Basic
FY-2023
Diluted
FY-2024
Diluted
FY-2023
Earnings per share (in pence)
3.93
4.22
3.70
4.00
Adjusted earnings and adjusted EPS
FY-2024
£’000s
FY-2023
£’000s
P&L Attributable to owners of Equals Group PLC
7,405
7,746
Add back:
- Share option charges
6,045
1,447
- Amortisation of acquired intangibles
1,611
1,672
- Exceptional items
3,636
714
- Acquisition costs
–
1,377
- Tax impacts thereon*
909
183
Adjusted earnings
19,606
13,139
*
Tax impacts thereon are associated to items not added back to the tax computations relating to Exceptional items and Acquisition costs.
The resulting earnings per share are shown below:
Basic
FY-2024
Basic
FY-2023
Diluted
FY-2024
Diluted
FY-2023
Adjusted earnings per share (in pence)
10.41
7.16
9.80
6.79
CHIEF FINANCIAL OFFICER’S REPORT CONTINUED
23
STRATEGIC REPORT
ANNUAL REPORT 2024
CASH STATEMENT
The movement in the cash position is shown in the table below, splitting out trading from M&A activities:
TABLE 11 – CASHFLOWS
2024
£’000s
2023
£’000s
Adjusted EBITDA
28,274
20,637
Lease payments (principal and interest)
(468)
(929)
R&D tax credits received via Roqqett acquisition
–
232
Exceptional items
(3,636)
(714)
Internally developed software capitalised for R&D:
- Staff
(5,912)
(5,653)
- IT Costs
(605)
(553)
Purchase of other intangible assets less disposals
(261)
(412)
Purchase of other non-current assets
(254)
(478)
17,138
12,130
Movement in working capital
(699)
(1,027)
‘Operational Cash inflows’
16,439
11,103
Acquisition costs expensed through income statement
–
(1,377)
Net acquired consideration
–
(4,465)
Acquired Liabilities associated with acquisition
(1,395)
–
Earn-outs
(1,028)
(1,092)
Net cash proceeds in Disposal of CGU
100
280
M&A outflows
(2,323)
(6,654)
Funds from exercise of share options
231
97
Dividend payments
(3,761)
(928)
NET CASHFLOWS
10,586
3,618
Opening balance
18,662
15,044
Closing Balance
29,248
18,662
Cash per share
15.5p
10.2p
Working capital movements often comprise timing differences, the most significant being between:
• accrued and paid affiliate commissions;
• accrued and paid performance related pay;
• accrued expenses and the settlement of subsequent invoices;
• profit transfers from the Client ledgers; and,
• margin calls (or releases) from liquidity providers.
CHIEF FINANCIAL OFFICER’S REPORT CONTINUED
24
STRATEGIC REPORT
EQUALS GROUP PLC
TABLE 12 – LIQUIDITY
FY-2024
£’000s
FY-2023
£’000s
Cash at bank
29,248
18,662
Balances with liquidity providers
746
2,758
Pre-funded balances with card scheme provider
1,411
1,912
Gross liquid resources
31,405
23,332
Customer balances not subject to safeguarding
(4,821)
(4,718)
Balances due to card scheme
(1,268)
(811)
(6,089)
(5,529)
Net position
25,316
17,803
The Group has its principal banking and deposit arrangements with Barclays Bank PLC, NatWest, Citibank and Blackrock. As a
member of RTGS, the Group also holds interest-earning balances with the Bank of England.
RICHARD COOPER
Chief Financial Officer
07 April 2025
CHIEF FINANCIAL OFFICER’S REPORT CONTINUED
25
STRATEGIC REPORT
ANNUAL REPORT 2024
COMPLIANCE WITH COMPANIES ACT 2006, SEC-
TION 172(1) STATEMENT
Under Section 172(1) of the Companies Act 2006, a director
of a company must act in the way they consider, in good faith,
would be most likely to promote the success of the company*
for the benefit of its members as a whole, and in doing so have
regard (amongst other matters) to:
(a) the likely consequences of any decision in the long term,
(b) the interests of the company’s employees,
(c) the need to foster the company's business relationships
with suppliers, customers and others,
(d) the impact of the company's operations on the community
and the environment,
(e) the desirability of the company maintaining a reputation
for high standards of business conduct, and
(f)
the need to act fairly as between members of the
company.
*The Directors consider that references to company extend to both the
Company and the Group
The Group’s stakeholders include, but are not limited to, its
employees; suppliers; customers; regulators; and investors.
The Board endeavours to achieve and maintain a reputation
for high standards of conduct amongst its stakeholders which
it regards as crucial in its ability to successfully achieve its
corporate objectives. During the development of the Group’s
strategies and decision making processes, the Board will
consider its stakeholders and their interests. The differing
interests of stakeholders require the Board to assess and
manage the impact of its policies in a fair and balanced
manner to the benefit of its stakeholders as a whole.
The Board considers below these different stakeholder groups,
their material issues and how the Group engages with them.
Relevant board engagement with key stakeholders is detailed
in the corporate governance report.
EMPLOYEES
The employees are one of the greatest assets to the Group.
Their interests, which include training and development; a
safe environment to work; diversity and inclusion; fair pay
and benefits; reward and recognition are a high priority. On a
day-to-day basis, Directors engage directly with employees
promoting an open, non-hierarchical culture, in which
employees have an active contribution to the Group’s success.
Regular
management
training,
internship
programmes,
personal development and performance reviews all contribute
to the development of staff.
SUPPLIERS
Supplier interests include fair trading, payment terms and
working towards building a successful relationship. The Group
will regularly review its supplier payments and performance
alongside its monitoring of its performance. All suppliers,
particularly low value suppliers, are paid promptly for their
invoices once validated by the approved personnel in the
Group. The Group has processes in place in order to combat
modern slavery in the business and its supply chains, and
details of these can be found in the published Modern Slavery
Statement at https://www.equalsplc.com/content/investors/
corporate-governance, this does not form part of this report.
CUSTOMERS
Customers are interested in successful product availability,
fair pricing and adherence to regulations. The Group wants to
achieve the highest level of customer service and will regularly
review feedback and reviews it receives from its customers.
The Group operates under an open and transparent pricing
model with its customers.
REGULATORS
The Group holds licences with the Financial Conduct Authority
and HMRC and must adhere to the regulatory requirements
of these licences. The Group ensures that staff have sufficient
knowledge and regular training if necessary to ensure that
these regulations are met.
All staff receive ongoing Anti-Bribery and Anti-Money Laundering
training as the nature of the business may result in a higher risk
of money laundering. Procedures and communications are in
place to ensure that staff are able to comply with Anti-Money
Laundering should there ever be a case.
INVESTORS
Investors expect to be informed of the financial performance
and developments of the Group. This is done by holding regular
trading updates; planned investor programmes; publication
of the annual and interim financial statements and press
releases. All shareholders are invited to attend the Annual
General Meeting (AGM) where they are able to raise questions
to the Board. The Executive Directors will attend meetings with
investors and analysts.
The Strategic Report on pages 7 to 25 was approved and
authorised for issue by the Board after stock market trading
hours on 07 April 2025, and was signed on its behalf by:
IAN STRAFFORD-TAYLOR
Chief Executive Officer
Statement on Section 172(1)
of the Companies Act 2006
26
EQUALS GROUP PLC
26
Governance
27
ANNUAL REPORT 2024
GOVERNANCE
Report on Corporate Governance
for the year ended 31 December 2024
OVERVIEW
As Chairman of the Board of Directors of Equals Group PLC
(“Equals”, “we”, “the Company”, “the Board”, or “the Group” as
the context requires), it is my responsibility to ensure that
Equals has sound governance and an effective Board. This
responsibility includes leading the Board and overseeing
the Group’s corporate governance. Good and timely
information flows between the Executive Directors and the
Non-Executive Directors with interactions that are both
supportive and challenging are essential to this.
The goals the Group pursues are to create value for
shareholders and customers, to monitor and improve our
environmental and societal impacts and to adhere to good
corporate governance.
GOVERNANCE CODE AND COMPLIANCE
Equals adopted the 2018 Quoted Companies Alliance
Corporate Governance Code (“QCA Code”) in line with the
London Stock Exchange’s AIM Rules.
The QCA code was re-issued on 13 November 2023 and
Equals has been following the principles therein for 2024 and
to the date of these Financial Statements. The three themes of
the 2023 code are:
• Deliver growth
• Maintain a dynamic management framework
• Build trust.
This Statement, in conjunction with the Chairman’s Corporate
Governance Statement published on our website, follows the
ten-point structure of the 2018 QCA Code and describes how
we have applied the Code. The Group will provide updates not
less than annually.
The Board considers that the Group complies with the 2018
and 2023 QCA Code so far as it is practicable having regard
to the size, nature and current stage of development of the
Group. The Board recognises that even where the Group
may not fully comply with a principle or general provisions of
the Code, it uses the Code as a benchmark in assessing its
corporate governance standards. Where the Group does not
fully comply, it gives reasons for this.
Equals
pursues
a
customer-driven,
socially
and
environmentally responsible culture illustrated through its
internal values and policies and its supplier and shareholder
engagements. Equals believes that the application of the
2023 QCA Code supports the Group’s medium to long-term
success whilst simultaneously managing risks and providing
an underlying framework of commitment and transparent
communications with stakeholders.
The Group’s, during the period when its shares were traded on
AIM, has maintained an Investor Relations website (equalsplc.
com) which contained all the documents required by AIM rule
26, notably:
• The Articles and Memorandum of Association
• Admission document
• Financial statements and annual reports
• Governance statements
• Details of directors and advisors.
BOARD OF DIRECTORS
The Board is responsible for the overall management of the Group
including the formulation and approval of the Group’s long-term
objectives and strategy, the approval of budgets, the oversight
of the Group’s operations, the maintenance of sound internal
control and risk management systems and the implementation
of Group strategy, policies, and plans. Whilst the Board may
delegate specific responsibilities, there is a formal schedule of
matters specifically reserved for decision by the Board; such
reserved matters include, amongst other things, approval of
significant capital expenditure, material business contracts and
major corporate transactions. The Board meets formally on a
regular basis to review performance.
DIRECTORS
Throughout 2024 and to the date of these financial statements,
the Equals Board consisted of five Directors. The experience
and skills of each director is set out below.
The Board is confident that the current mix of skills and
competencies amongst the Board aligns well with the
Company’s strategic priorities over the medium- to long-term
but this position will continue to be kept under review.
ALAN HUGHES
Chairman and Independent Non-Executive Director
Date of appointment: 1 March 2020
Committees: Nominations (Chair), Remuneration, Risk, Audit –
by invitation
Alan has 35 years of experience with HSBC, becoming General
Manager on the UK Executive Board. He was also CEO of
FirstDirect Bank where he introduced its digital services, and,
introduced significant product innovation. He has had several
non-executive roles, currently, he is Chair of Unity Trust Bank
PLC and Chair of Mitsubishi HC Capital UK PLC. He has taught
banking and lectured at Warwick and Oxford Universities on
service and innovation. He was Pro-Chancellor and Deputy
Chair of Council at Loughborough University. He has an MBA
from the Henley Business School, is a Fellow of the Chartered
Institute of Bankers, a Fellow of the Royal Society for Arts,
Manufactures and Commerces and holds an Honorary
Doctorate from Loughborough University.
28
EQUALS GROUP PLC
GOVERNANCE
IAN STRAFFORD-TAYLOR
Chief Executive Officer
Date of appointment: 4 March 2014
Committees: Nominations, Risk, Audit – by invitation
A Founder and a Director of the Group since 2007. Ian has
held a number of senior banking roles, including Business
Unit Controller and Head of International Securities Lending
at Morgan Stanley, where he worked from 1985 to 1992.
Following this, Ian moved to UBS where he worked for 13 years
as Managing Director and Global Head of Securities Borrowing
& Lending, Fixed Income Repo and Prime Brokerage. Ian is a
Chartered Accountant, qualifying with Arthur Andersen in 1985.
RICHARD COOPER
Chief Financial Officer
Date of appointment: 14 October 2019
Committees: Risk, Audit – by invitation
Richard has extensive public market and growth company
experience. He was the CFO of GVC Holdings PLC (now Entain
PLC), one of the world's largest sports betting and gaming
groups, from December 2008 to February 2017. Whilst at GVC,
along with responsibility for financial reporting, Richard played
a key role in the implementation of the company's acquisition
strategy during that period, together with its move from AIM to
the premium segment of the London Stock Exchange's Main
Market, then into the FTSE 250. The BWIN acquisition in 2016
involved a €400 million debt facility together with compex
interest and currency swaps. Richard, a Chartered Accountant,
is also a Non-Executive Director of two other companies on
AIM: NSenior Independent Director of Engage XR Holdings
PLC, a technology-focused education company, and Chair
of the Audit Committee of Insig AI PLC, a machine learning
business focused on ESG for the fund management industry.
SIAN HERBERT
Independent Non-Executive Director
Date of appointment: 1 October 2020
Committees: Audit (Chair); Risk (Chair); Remuneration,
Nominations
Sian has had an extensive City career spanning 35 years
within audit, financial crime, risk and regulation, focusing on
the financial services and technology sectors. She gained 25
years’ experience at PricewaterhouseCoopers LLP (“PwC”),
including fifteen years as a partner within the forensic services
group, becoming an established expert in financial services,
e-money, and payment services, advising on financial crime,
risk, regulatory change and the impact of technology. As well
as being a member of the ICAEW, Sian is also a Member of the
Hong Kong Society of Accountants. She is a member of the
Board of Mitsubishi HC Capital UK PLC as the Audit and Risk
Committee Chairs.
PROFESSOR CHRISTOPHER BONES
Independent Non-Executive Director
Date of appointment: 9 April 2021
Committees: Remuneration (Chair); Audit, Risk, Nominations
Chris has held senior executive positions at major companies
including Diageo and Cadbury. He was also Principal/Executive
Dean of the Henley Business School from 2004-2010. Chris
co-founded Good Growth LTD (‘Good Growth’), a successful
e-commerce consulting business whose clients include
Diageo, Kraft Heinz, WH Smith, Pets at Home, ITV, Boohoo,
Channel 4, and others.
He is chair of the Remuneration Committee for Equals Group
PLC. He has held a variety of Non-Executive appointments in
the private, public and third sectors. His other current roles are
that of Chair of the Chartered Institute of Legal Executives and
as a Commissioner for Judicial Appointments where he sits
as a lay member of the Board of the Judicial Appointments
Commission for England and Wales. Chris was awarded an
honorary doctorate from Aberdeen University, from which he
holds his undergraduate degree.
BOARD INDEPENDENCE AND TIME COMMITMENT
The Board has reviewed the independence of the Chairman and
each of the Non-Executive Directors (“NEDs”) and considers
them to be independent in character and judgement, with no
relationships or circumstances that are likely to affect, or could
appear to affect, their judgement. None of the Non-Executive
Directors holds or did hold any share options in the Company.
The Non-Executive Directors are each expected to dedicate
approximately 18 days per annum towards their duties and
otherwise such time as required.
BOARD EFFECTIVENESS
All Directors are expected to keep their skill set up-to-date,
and the Company provides a number of opportunities for
Board members to access development opportunities. The
Company Secretary provides periodic briefings to the Board
throughout the year on developments in corporate governance
and regulatory matters, and new Directors are provided with a
tailored induction. Non-Executive Directors are encouraged
to be involved in specific workshops or meetings, in line with
their individual areas of expertise. The Board shall review
annually the appropriateness and opportunity for continuing
professional development, whether formal or informal.
REPORT ON CORPORATE GOVERNANCE CONTINUED
29
ANNUAL REPORT 2024
GOVERNANCE
The Companies believes that an effective board is one which
delivers financial value for its shareholders along with other
values and integrity for other stakeholders - customers,
suppliers, communities, and colleagues. In 2023, the Board took
forward the outcomes of the formal annual Board evaluation
process undertaken in 2022, with a view to ensuring continued
improvements in all aspects of the Board’s operations.
The areas covered in the evaluation were: Board relationships,
Board Skills & Governance, Board Processes Committees
of the Board, and Priorities for Change. The Chairman also
meets at least once annually with each of the Non-Executive
Directors to discuss each Director’s contributions to Board
meetings. The Board intends to continue its approach toward
periodic board evaluation in 2025 and beyond.
BOARD SKILLS AND CAPABILITIES
The board contains the necessary mix of experience, skills and
capabilities to adequately inform and oversee the execution of
the Group’s strategy, for the benefit of shareholders over the
medium and long-term. Including non-executive experience,
Investment Banking and operational expertise, Corporate
Finance and M&A expertise, risk and regulation management
skills, and digital growth and business consultancy expertise.
Further details on the Board experience and skills are available
on the Group’s website.
CULTURE
The Board recognises the importance it has in setting the tone,
culture and behaviour of the Group and promotes an open
and respectful dialogue with employees, suppliers and other
stakeholders. The importance of sound ethical values and
behaviours is crucial to the ability to successfully achieve the
corporate objectives, and the Board places great importance
on this aspect of corporate life, seeking to ensure that this
flows across the Group.
The Group’s values are:
• Make it happen;
• Succeed together;
• Be the customer; and
• Go beyond
REPORT ON CORPORATE GOVERNANCE CONTINUED
30
EQUALS GROUP PLC
GOVERNANCE
These values promote the healthy corporate ethos of effective communication and encourage an ‘ideas culture’. The Group
believes such values are important in creating a strong and consistent internal culture, as well as being essential to driving the
overall success as a business. Staff are actively encouraged to provide feedback on many areas surrounding the business activities
and initiative, and fortnightly Group-wide meetings are held to promote an open and honest dialogue across the Group.
SHAREHOLDER ENGAGEMENT
The Group is committed to maintaining a healthy dialogue between the Board and all its shareholders to enable shareholders
to come to informed decisions about the Company. The Chairman is generally available to shareholders, and AGM’s presents
shareholders with an additional opportunity to communicate with the Board. The AGM is attended by the Board and is open to all
the Group’s shareholders on the Company’s register at the qualifying date.
At the AGM held on 21 May 2024, the proposed resolutions received the following votes and the proportion of votes:
In favour
Opposed
Withheld*
Ordinary resolutions:
Resolution 1
To receive and adopt the financial statements for the year ended
31 December 2023 together with the reports of the Directors and
the auditors thereon
94,136,723
100%
Nil
0.00%
15,091
Resolution 2
To declare a final dividend of 1p per ordinary share
94,136,723
100%
nil
0.00%
15,091
0.00%
Resolution 3
To re-elect Christopher Bones as a director of the Company
94,041,179
99.90%
89,544
0,10%
21,091
Resolution 4
To re-elect Ian Alexander Irving Strafford-Taylor as a director of
the Company
94,041,688
99.97%
29,035
0.03%
81,091
Resolution 5
To re-elect Sian Herbert as a director of the Company
94,039,688
99.91%
89,035
0.09%
23,091
Resolution 6
To reappoint PricewaterhouseCoopers LLP as auditors to
the Company
94,115,687
99.98%
15,036
0.02%
21,091
Resolution 7
To authorise the Directors to set the auditor’s remuneration
94,116,487
99.98%
14,236
0.02%
21,091
Resolution 8
To authorise the Directors to allot relevant securities
89,042,323
94.62%
5,059,350
5.38%
50,141
Special resolution:
Resolution 9
To empower the Directors to allot equity securities for
cash otherwise on a pre-emptive basis
88,978,389
94.56%
5,123,284
5.44%
50,141
Resolution 10
To empower the Directors to allot equity securities for cash
otherwise on a pre-emptive basis for an acquisition or other
capital investment
88,978,389
94.56%
5,123,284
5.44%
50,141
Resolution 11
To empower the Directors to make market purchases of
the Company’s shares
94,115,073
99.99%
11,600
0.01%
25,141
*
a vote withheld is not a vote “in law” and is not counted in the calculation of the votes cast.
At 21 May 2024, there were 187,627,898 ordinary shares in issue. Shareholders were entitled to one vote per share.
The Board has established four committees to which it has formally delegated duties and responsibilities. The four committees are:
• Audit
• Risk
• Remuneration
• Nominations
REPORT ON CORPORATE GOVERNANCE CONTINUED
31
ANNUAL REPORT 2024
GOVERNANCE
The attendance record of each relevant director at board level and committee meetings during 2024 is as follows (quorum was
achieved for all meetings). Below committee attendance records represent those of committee members only, with other directors
attending by invitation but not specifically included:
Board
Audit
Committee
Remuneration
Committee
Nomination
Committee
Risk
Committee
Number of meetings in the year
211
2
5
1
5
Alan Hughes
21/21
–
5/5
1/1
5/5
Ian Strafford-Taylor
21/21
–
–
1/1
–
Richard Cooper
21/21
–
–
–
–
Christopher Bones
21/21
2/2
5/5
1/1
4/5
Sian Herbert
21/21
2/2
5/5
1/1
5/5
[1]
Many additional Board meetings were held throughout the financial year due to the strategic review process.
Canaccord Genuity Limited are appointed as Nominated
Advisor, a position required under the rules of AIM support
the Company to comply with the rules of AIM and the Market
Abuse Regulations.
The Group uses a number of firms of solicitors for legal counsel
including Ashurst LLP, Browne Jacobson LLP, and Evershed
Sutherland, with whom there is regular dialogue as and when
required with the Chairman, Chief Executive Officer and other
executives of the Group.
One Advisory Limited (“ONE”) was appointed as Company
Secretary to the Company on 1 August 2021. ONE are
responsible for ensuring that Board procedures are followed
and supporting the Company to comply with applicable
rules, regulations and obligations governing its operation, as
well as helping the Chairman maintain excellent standards of
corporate governance.
AUDIT COMMITTEE
The Audit Committee is responsible for:
• monitoring the integrity of the Group’s financial statements,
• reviewing significant financial reporting issues,
• reviewing the effectiveness of the Group’s internal control
and risk management systems,
• ensuring that processes are put in place to manage risk
inherent in the business, and
• overseeing the relationship with the external auditors
(including advising on their appointment, agreeing the
scope of the audit and reviewing the audit findings).
The Audit Committee is chaired by Sian Herbert and includes
Non-Executive
Director
Christopher
Bones.
The Audit
Committee meets at least two times a year, including at
appropriate times in the reporting and audit cycle to consider
audit matters and otherwise to focus on risk matters. The Audit
Committee also meets regularly with the Group’s external
auditors.
The report of the Audit Committee is included on
pages 42 to 44.
RISK COMMITTEE
The Risk Committee is responsible for maintaining the Group’s
risk register and evaluating the risks included in it. The Risk
Committee comprises all Non-Executive Directors and is
chaired by Sian Herbert and meets not less than four times a
year. The Chief Compliance & Risk Officer (CCRO), appointed
October 2024, is responsible for day-to-day risk management
including the oversight and implementation of the 2LOD risk
management controls framework. The CCRO is the prime
contact for regulatory bodies that have supervisory roles for
the Group. The Committee also invites the Group’s MLRO to
the meetings. Each regulated subsidiary company also has a
risk committee which meets quarterly.
The report of the Risk Committee is included on pages 45 to 48.
REMUNERATION COMMITTEE
The Remuneration Committee is responsible for determining
and agreeing with the Board the framework for the
remuneration of the Chairman, the Executive Directors, and
other designated senior executives and, within the terms
of the agreed framework, determining the total individual
remuneration packages of such persons including, where
appropriate, bonuses, incentive payments and share options
or other share awards.
The remuneration of Non- Executive Directors is a matter for
the Board. No Director is involved in any decision as to his or
her own remuneration.
REPORT ON CORPORATE GOVERNANCE CONTINUED
32
EQUALS GROUP PLC
GOVERNANCE
The Remuneration Committee currently comprises two
Non-Executive Directors and is chaired by Christopher Bones.
The Committee meets at least twice a year.
The
Remuneration
Committee
report
is
included
on
pages 49 to 57.
NOMINATION COMMITTEE
The Nomination Committee is responsible for developing and
maintaining an effective and rigorous procedure for making
recommendations on the appointments and re-appointments
to the Board. The Nomination Committee currently comprises
the Non-Executive Directors and the Chief Executive and is
chaired by Alan Hughes.
INTERNAL CONTROLS AND FINANCIAL REPORTING
The Company aims to ensure robust internal control and risk
management systems, particularly concerning the financial
reporting process. The financial reporting process is governed
by a comprehensive system designed to ensure accuracy,
transparency, and compliance with regulatory standards as
prescribed by the International Accounting Standards Board
(IASB) and the Financial Conduct Authority (FCA).
The CFO assumes overall responsibility for the financial
integrity of the Company. Internal forecasts and budgets
are prepared prior to the year end for the following financial
year and performance is measured with the actual results
produced within the financial statements. Further, the CFO
regularly prepares a financial paper for each board meeting
providing stakeholders with a detailed insight into the financial
performance, the cash position and outlook.
The Group also maintains a formal document known as the
Financial Position and Prospects Procedures (FPPP), which
serves as a comprehensive memorandum outlining controls
across trading, operations, and finance for the entire group
and its subsidiaries. This document facilitates the Directors'
ability to stay informed regularly on key aspects such as the
Company's financial position, including assets, liabilities,
profits and losses, as well as projected profitability, cash flows,
funding needs based on realistic assumptions and internal
and external factors likely to impact the business materially. It
undergoes regular review and updates throughout the year to
ensure relevance and accuracy. The Group has no debt.
To support the ongoing growth and expansion of the company
across global territories, the Company demonstrated a
commitment to bolstering its financial governance framework.
The appointment of two senior non-board members from
Equals to the board of Equals Money Europe S.A. underscores
the organisation's dedication to ensuring seamless integration
and adherence to regulatory standards across all subsidiaries.
These executives have played a pivotal role in leading the
recruitment of the finance team, thereby facilitating a smooth
transition and alignment with the organisation's overarching
governance objectives.
The internal control environment is constantly under review
by the CFO and there exists a raft of daily reports monitoring
performance, cash, safeguarding, counterparty risk, forward
margins etc. These daily assessments ensure prompt
identification of discrepancies or irregularities, allowing for
timely corrective actions to be taken.
A proactive approach was adopted to enhance the financial
ledger system by transitioning to a more robust Enterprise
Resource Planning (ERP) system, better suited for the growth
of the Company. This strategic move provides the Group with
a robust foundation to effectively manage financial reporting
capabilities aligned with the company's growth trajectory. The
upgraded system offers scalability, enhanced internal reporting
functionalities, and improved operational efficiencies.
SHARE DEALING CODE
The Company has a share dealing code for Directors and
applicable employees of the Group for the purpose of
ensuring compliance by such persons with the provisions of
the AIM Rules relating to dealings in the Company’s securities
(including, in particular, dealing, during close periods in
accordance with Rule 21 of 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 Company takes proper steps to ensure compliance by
the Directors and applicable employees of the Group with the
terms of the share dealing code and the relevant provisions of
the AIM Rules (including Rule 21).
The Corporate Governance Report was approved and
authorised for issue by the Board after stock market trading
hours on 07 April 2025, and was signed on its behalf by:
ALAN HUGHES
Chairman
REPORT ON CORPORATE GOVERNANCE CONTINUED
ANNUAL REPORT 2024
GOVERNANCE
ESG Report
for the year ended 31 December 2024
This report provides stakeholders with a guide to the way in which
Equals deals with the three core tenets of ESG, namely:
Environmental, Social and Governance
This Annual Report has already dealt with governance in detail in
its report on Corporate Governance on pages 27 to 32, moreover,
there are some other aspects which are reported in the Governance
section below.
1 CORPORATE CULTURE
Underpinning everything the Group does – and seeks to do – is its
culture and values. The core elements of this are articulated below:
• Make it happen: We will own the outcome and execute flawlessly
against our plans. We need to deliver our part and influence
others to deliver theirs.
• Succeed together: We must pull in the same direction and bring
out the best in each other. We need to communicate effectively
and adapt together.
• Be the customer: We should always be asking ourselves if what
we’re doing is making our customers’ lives easier and helping
them get more for their money.
• Go beyond: We need to care for ourselves and each other and
push ourselves to excel. Every day is a new chance to grow and
develop ourselves as well as those around us.
33
34
EQUALS GROUP PLC
GOVERNANCE
2 ESG – THE ENVIRONMENTAL DIMENSION
The Group had two UK offices; London and Chester. Since
July 2023 when the Group acquired EMEU, the group has a
physical presence in Brussels and Amsterdam.
The London office in Vintners Place building is managed in
accordance with the landlord, CBRE’s, sustainability policy
which champions recycling and low-emission practices.
Vintners Place has an extensive and secure bicycle store and
employees are encouraged to commute this way if they can
do so safely.
The Chester office has a number of initiatives aimed at
reducing negative environmental impacts. Since 2021 the
energy provider was changed to guarantee that 100% of energy
comes from renewable sources – and this also represented a
cost-saving for the business. An environmental waste service
that separates all our recycling and burns waste to feed
energy back into the grid is used. The Group has a Cycle to
Work scheme in place to help those employees who which to
participate in it.
Our modest offices in Brussels and Amsterdam are shared
facilities run by well-known flexible office providers.
A number of employees are provided with a Company car.
All such vehicles must either by fully electric or hybrid, and,
at Chester, there are electric charging points for these vehicles.
A paper-free initiative has been operating since 2020,
identifying where the use of paper can be eliminated. The
quantity of copier paper ordered continues to be modest.
The ongoing partnership with Wales Recycles has enabled
the Group to donate unused or retired devices to be
wiped or refurbished and then given to local schools and
underprivileged members of the community. A similar scheme
has been launched for the London office.
An Employee Carbon Emissions Survey has been conduced
every year since 2021 to calculate the average carbon footprint
of employees whilst at work.
The Group uses an external provider (C-Free) to verify the
carbon emissions.
This has allowed the Group to offset the individual carbon
footprints for the entire workforce. Whilst pleased with this
outcome, the next step is to assess where energy use and
carbon emissions across the business can be reduced.
Responsible procurement
The environmental impact of the Group’s supply chain is
another important consideration. Since 2021 a new due
diligence procedure was introduced to incorporate ESG criteria;
questions address suppliers’ own sustainability programmes,
whether they screen environmental and social impacts, and
how they engage with and determine the interests of their key
stakeholders. There is an internal committee with oversight of
supplier due diligence.
With the exception of staff, the next most significant area
of expenditure remains third-party IT and communication
supplies, followed by costs incurred by other service industries
such as law, accounting, and compliance advisory firms.
As part of the Group’s upcoming assessment into reduction
strategies, the practices of suppliers are reviewed.
Giving back to the community
In considering societal impact, the Group wishes to give
employees the opportunity to get involved and support is
provided to employees in their endeavours, making a number
of charitable donations and allowing the workforce to select
charities that will receive the Company’s donations. The Group
for many years has also run a work-experience programme and
internships focusing on schools local to the office locations,
this is alongside the apprenticeship scheme.
ESG REPORT CONTINUED
35
ANNUAL REPORT 2024
GOVERNANCE
Part of the forward-looking strategy is to formalise the Corporate Social Responsibility (CSR) programme, to enable employees to
volunteer within working hours and offer their time and expertise for the benefit of local voluntary and community groups.
IMPACT ON THE GROUP
2024
2023
2022
Total employee carbon footprint offset
3,250 tonnes
1,574 tonnes
1,000 tonnes
Number of devices donated
38
10
–*
CHESTER OFFICE
Energy use
- Total energy use (kWh)
71,441
62,408
41,062
Paper use
- Number of sheets of headed paper ordered
–
–
30,000
- Number of sheets of copier paper ordered
17,500
11,000
6,500
LONDON
Energy use
- Total energy use (kWh)
142,737
89,614
64,965
Paper use
- Number of sheets of paper ordered
9,250
11,825
37,500
*
No devices were donated in 2022 as a result of replacing old desktops with new laptops for certain employees.
Streamlines Energy & Carbon Reporting (SECR)
2024
2023
UK energy use for office electricity & transport (kWh)
258,621
195,894
GHG emissions associated with energy use:
- UK Electricity & Transport - kg CO2e of CO2 per unit
53,218
40,375
- UK Electricity & Transport - kg CO2e of CH4 per unit
214
157
- UK Electricity & Transport - kg CO2e of N2O per unit
336
260
UK Electricity & Transport - kg CO2e
53,768
40,792
Kg CO2e Per £k of revenue
0.4083
0.4262
Energy efficient action taken in year:
Tonnes of carbon footprint offset purchased
3,250
1,574
This table’s UK electricity kWh data has been taken directly
from direct or recharge invoices for the UK offices.
Transport is calculated on train travel between UK offices,
which is tracked under its own GL in the ledger. The total cost
has therefore been taken and divided by the average train
fee for this trip. Multiplying this by the kilometres between the
offices gives the total kilometres in each year to get the KwH
for train transport.
3 ESG – THE SOCIAL DIMENSION
Engaging with our stakeholders helps the continued success of
our business; stakeholders provide different perspectives and
expertise that can drive innovation and support our strategic
direction and financial performance. We engage regularly with
our stakeholders, through both direct communications and our
reporting, which we ensure accurately reflect the performance
of the business. We also appreciate that each stakeholder group
has different interests and concerns, and we therefore tailor our
method of engagement with each appropriately.
3.1 EMPLOYEES
We are passionate on making Equals a rewarding place to
work and to foster attraction and retention of employees
by developing our recruitment practices, offering more
opportunities for growth and progression, and sharpening our
focus on equality, diversity and inclusion (EDI) to ensure we
are accessing the broadest pools of talent. In doing so this has
resulted in a motivated workforce that feels more connected
than ever to the business and its success.
The recent initiatives introduced by the Group include:
• All-employee Share Incentive Plans; grants were announced
in 2021, 2022 and 2023 giving eligible employees up to
10,000 shares in the Company to vest over a four-year
period. A total of 1,910,936 awards were made across over
200 individuals. The awards outstanding at the date of these
financial statements was 1,584,816
• Key-employee LTIP programme which identified 63 key staff
below board level and that granted 9,447,500 share options
over three years, with the first tranche fully vesting in October
2024, leaving 5,875,000 awards outstanding
ESG REPORT CONTINUED
36
EQUALS GROUP PLC
GOVERNANCE
• The Group has a referral program which allows employees
(below the level of Executive) to financially benefit from
direct employee introductions and hence avoid paying
recruitment fees externally,
• Flexible working
• Visa sponsorship
• Mental health support
• Healthcare and life assurance schemes.
The Gender Pay-Gap return was made-up to 5 April 2025, and
is available on the Group’s website. This does not form part of
this report.
Employee communication
The Group has a strong ethos of employee communication
with “All Hands” being held every two weeks; Monthly Own
The Outcome (OTO) awards; annual OTO Awards ceremony
and strategy presentation from the CEO; use of our internal
communications platform; and Base Camp days celebrating
achievements and outlining strategy. To take advantage of
Zoom, many departments themselves hold weekly “all-in”
sessions to discuss progress, initiatives and problems.
EDI
Ensuring that equality, diversity and inclusion considerations
are embedded within all facets of our business is a key priority.
In 2021 we developed a new EDI strategy, and we introduced
pronouns on our internal communications platform, to allow
our employees to indicate their preferred pronouns. We
conducted a review of our recruitment practices and now
include an EDI statement in all job advertisements for the
Group. This also supports our ambition to access diverse
pools of talented candidates and demonstrate that we are
an employer that can support the employees in different
circumstances with flexible working practices.
Contractors
The Group regularly uses contractors in the UK and overseas to assist chiefly with engineering projects. These people are regarded
as part of the Equals family and are offered the same working conditions and communication systems as regular employees.
The table below provides a summary of the number of staff within the Group based on the average for the financial year:
EMPLOYEES
2024
2023
2022
Employees by employment type
- Number of full-time employees
365
325
255
- Number of part-time employees
16
15
13
- Number of temporary employees
0
1
0
Diversity and inclusion
- Number of women at Board level
1
1
1
- Number of women in workforce
147
132
97
- Percentage of women in workforce (%)
40%
39%
36%
- Number of people from ethnic minorities at Board level
0
0
0
- Number of people from ethnic minorities in workforce
28 (declared,
not compulsory
to complete)
43 (declared,
not compulsory
to complete)
32 (declared,
not compulsory
to complete)
Employees paid a national living wage (%)
100%
100%
100%
3.2 CUSTOMERS
The Group prides itself on providing a high level of customer
service. We don’t get it right all the time, but we aim to.
At the heart of this is our initial and ongoing engagement with
our customers to enable us to understand their requirements
and maintain clear and transparent communication with them.
To this end, we have adopted the following approach:
• Created one centralised customer identity management
system (Hubspot)
• Robust customer complaints management process and
dedicated complaints team
• Logging
and
resolving
dissatisfactions
to
drive
improvements
• A policy of Treating Customer Fairly, and conduct ongoing
training
• Responding to customer feedback and implementing
quick fixes
• Three channels for customer services
• Two weeks of training for new starters in customers services
and ongoing training for all customer services staff
• System and process for reporting suspicious activity
• Vulnerability signposting directory added to training and
shared with customer support teams
ESG REPORT CONTINUED
37
ANNUAL REPORT 2024
GOVERNANCE
In addition, we have an obligation to identify and protect
vulnerable customers. To this end we have:
• Increased awareness for customer vulnerability across the
entire Group
• Rewritten the Vulnerability Policy
• Put together customer vulnerability training tailored to
assist front-line teams and delivered this as face-to-face
workshops with customer-facing senior managers and
their teams.
• Implemented Vulnerability Champions in front-line teams
and established a vulnerability working party which
is a group set up to look at the subject of “Customer
Vulnerability” at Equals and work on ways to improve how
we help and support customers.
• Created a Vulnerability Forum within Slack for quick
escalations to key people who can provide advice on how
we can assist our customers.
• Implementation of pinned notes on Access Point to make
it easier for customer service teams to identify customers
who may need additional support.
In order to be accessible and responsive to our customers, we
maintain three key channels for receiving queries:
• phone calls,
• email
• live chat.
We have a target in place to ensure that customers wait no
more than 30 seconds before their call is answered and email
queries are responded to within the working day; we utilise live
chat to enable even faster responses from the team.
To ensure our Customer Services Team are best placed to provide
the support required, we provide two weeks of training for all
new employees, followed by ongoing training including support
when they begin receiving customer phone calls. Additionally, all
customer services employees receive Anti-Money Laundering
(AML) and cybersecurity training, and since 2022 we have also
completed vulnerable customer training. The integration of our
online training platform, Meta Compliance, will support this
programme, increasing accessibility to the training modules and
enabling us to monitor rates of completion and send reminders
to employees when necessary.
In addition to our three key communication channels, we also
receive customer feedback through our Trust Pilot and app
review pages, and we reach out to all customers who express
dissatisfaction to see if we can improve their experience. We
are very proud that both FairFX and Equals Connect Limited
are rated as ‘Excellent’ on Trustpilot. Messages to our social
media pages – (formerly Twitter) and Facebook – are filtered
into our ticketing system, so that the team can stay on top of
all feedback provided.
We have a robust complaints process in place. Following receipt
of a complaint, our key objective is to resolve the issue within
three business days and send a summary resolution to the
customer. The Complaints Officer is brought in to both investigate
and advise the customer on the timescale for resolution, to
ensure the customer remains informed. We are very proud that
our Team continue to close 100% of all complaints and that, in
2023, over 99% of complaints across the Group were closed
out within 35 business days. If we identify a complaint that we
feel has not been dealt with effectively, we conduct a root cause
analysis, and the Complaints Officer will feedback to the team
and provide guidance on where the process could have been
improved.
Concurrently, we log dissatisfactions. Whilst these are not
complaints, tracking all feedback from customers can drive
improvements across the business, as we can identify if an issue
(albeit a very small issue) is repeatedly arising and then implement
a change to improve our service. Our dedicated AIM channel
provides another medium through which both employees and
customers can feedback with suggestions. These are reviewed
regularly, with an assessment of the resources available to make
immediate changes and a discussion with the Product Team as
to what can be achieved.
Quality Assurance Results, Complaints and Dissatisfaction
Information pack are distributed to department heads monthly
by the Operational Assurance Team. Conduct and reputation
risk indicators, including Quality Assurance results, complaints,
Trustpilot reviews, and vulnerability, are fed back on a quarterly
basis to the Subsidiary Board meetings, and information is
also provided to the Group Risk Committee.
An important innovation to our processes has been the creation
of one central customer identity in our Customer Relationship
Management (CRM) system. By centralising this customer
information, we aim to improve customers’ internal data lifecycle.
Safeguarding our customers
To ensure the continued protection of our customers we
maintain transparent, fair practices and update processes
to make sure they are fit for purpose. Our Treating Customer
Fairly (TCF) Policy, developed in line with the FCA’s Principles,
encapsulates the best practices we expect of our employees
at all levels of the business, and this is reinforced through our
TCF training.
Since 2021 we introduced a new policy on the processing of
Faster Payments to strengthen security, including updating the
personal identifying information we ask for from customers
and addressing the value at which payments must be checked
ESG REPORT CONTINUED
38
EQUALS GROUP PLC
GOVERNANCE
before they are processed. The process of updating all our
existing policies and procedures is ongoing, as we want to
ensure all are in line with Group expectations.
Details of our fees are available on our websites. In addition
to providing annual AML and Fraud training, there are controls
in place in the system to recognise and flag unusual and
suspicious activity. Any member of the business can raise
anything suspicious with the Fraud and AML teams, who will
then consider further action as necessary.
Consumer Duty
Following the FCA’s implementation of the Consumer Duty
we implemented it within the Group by completing a number
of tasks including gap analysis’ for each subsidiary and its
products to establish which products were in scope and what
work would be needed to become compliant with The Duty.
The overall aim was to ensure we can provide good outcomes
to our customers and that we are meeting expectations across
the four outcomes per Consumer Duty.
During this time, we have also completed the following:
• Developed a Consumer Duty Policy for the group as well
as ensured Consumer Duty has been considered in all
relevant existing and future group policies
• Developed and delivered Consumer Duty Meta Compliance
training that went out to the group and white-label partners
outlining the key points of the Duty as well as the scope and
our responsibilities under the Duty.
• Implemented Consumer Duty Champions as well as created
a Consumer Duty Coordinator role within the Group to
manage the Groups implementation plan and complete
outcomes testing on various areas of the business
• Developed an Outcomes Testing process and schedule to
assess both good and poor outcomes
• Started the first outcomes testing project focusing on
vulnerability, where we are identifying both good and poor
outcomes
• Appropriate actions were taken to prepare for and manage
APP fraud in line with the new regulatory requirements from
October 2024.
Feedback from customers
CUSTOMERS
2024
2023
2022
Trust Pilot scores
- Equals Money PLC
4.5
4.8
4.4
- Card One Money
4.5
4.6
4.4
- Equals Connect Limited
4.5
4.9
4.7
Training
- Number of hours of customer services training
available
25+ hours
25+ hours
25+ hours
Calls
- Calls answered within 30 second target (%)
80%
85%
80%
2024
2023
2022
Percentage of complaints closed (%)
Equals Money PLC
100%
100%
100%
Equals Money UK Limited
100%
100%
100%
Equals Money International Limited
100%
100%
100%
Equals Connect Limited
100%
100%
100%
Percentage complaints closed in less than 35 business
days (%)
Equals Money PLC
100%
99%
95%
Equals Money UK Limited
100%
100%
91%
Equals Money International Limited
100%
100%
93%
Equals Connect Limited
100%
100%
80%
ESG REPORT CONTINUED
39
ANNUAL REPORT 2024
GOVERNANCE
3.3 SUPPLIERS
The key issues for us with suppliers are:
• Their integrity
• The reliability
• Their governance and business ethics
Many of our suppliers have been with us for a number of years
and hence we have built up a good understanding of them and
their values. For all new significant suppliers, we ask them to
complete a due-diligence questionnaire and annually review
the supplier.
The Group has a Supplier Diligence committee, independent
of procurement, and this has the responsibility to ensure
diligence is conducted for all new suppliers and to conduct a
rolling review of existing suppliers. These fall mainly into three
categories:
• Affiliates
• IT suppliers
• Professional services firms – the majority of whom have
codes of conduct from their own governing bodies
3.4 REGULATORS
Equals endeavours to have an open dialogue with every
one of its regulators. The 2023 acquisition of EMEU led to an
additional regulator – the National Bank of Belgium – having
regulatory oversight of that subsidiary.
We constantly seek to demonstrate our high standards of
governance and business ethics, this may range from telephone
and email communication, the prompt and professional
responses to queries they may have, and the timely submission
of all scheduled returns (examples: corporation tax, VAT, P60’s
compliance returns).
The Company must follow the rules of AIM and is in regular
dialogue with the nominated advisor (NOMAD), Canaccord
Genuity Limited.
Subsidiaries of the Group have licences from a variety of
regulators and these are updated on our investor relations
website, the link to which section is: https://www.equalsplc.
com/content/company/our-permissions.
3.5 BANKS AND LIQUIDITY PROVIDERS
Equals has banking relationships with a number of banks and
liquidity providers. We are in regular – often daily – contact with
these and at all times adhere to the rules and customs imposed
on us by these banks. The principal banking/liquidity partners
we have include: Barclays Bank PLC, Citibank, NatWest,
Lloyds, Crown Agents Bank, Blackrock, Valitor, Sucden, and
Velocity along with funds held at the Bank of England.
3.6 SHAREHOLDERS AND THE ANALYST COMMUNITY
Shares in Equals Group PLC are publicly traded on London’s
AIM. Under AIM rules we are obliged to have a NOMinated
ADvisor (“NOMAD) and broker with whom we work closely
on all AIM and MAR (Market Abuse Regulations) matters.
The broker is the prime interface with our shareholders.
In 2024, in addition to the Annual and Interim results, Equals
released four trading updates. At the final and interim
results, the Executive Directors present the results – and
a trading update - to investors and handle regular analyst
calls.
Our
investor
presentations
and
audio-casts
are
included in our Investor Relations website, the link to which
is
here:
https://www.equalsplc.com/content/investors/
results-and-reports.
The Company receives regular requests from Institutional
shareholders on ESG matters and responds to these requests
in a timely manner.
4 ESG – THE GOVERNANCE DIMENSION
To execute our strategy flawlessly we maintain strong
governance practices. These practices are streamlined and
harmonised across the Group. Our full Report on Corporate
Governance is on pages 27 to 32.
4.1 IT and data security
As a financial services business, IT and data security is critical;
we endeavour to continually improve our cybersecurity
procedures and have focussed upon increasing security
awareness among our colleagues.
Central to cybersecurity for the business is having robust
oversight and effective governance. The importance of IT
and data security is driven from the very top of the business,
with CEO recognition and direct involvement in cybersecurity
matters. The Security Council, Architecture Council and
Technical Risk Committee oversee, among other matters, the
security design and risk associated with our systems and are
all accountable to the Group Board.
ESG REPORT CONTINUED
40
EQUALS GROUP PLC
GOVERNANCE
There are strong lines of communication between the
Executive Team and the Security and Architecture Councils,
with regularly scheduled meetings and dedicated channels
on the internal communications platform allowing a continual
flow of information. There is ever-present Executive and senior
management participation at the Technical Risk Committee,
which facilitates appropriate communications upwards within
the business when required. To support the secure operation
of our IT systems, there are a comprehensive series of security
policies and procedures in place1, and employees are updated
on any material changes to the policies.
Technical Risk Committee
Chair: Head of Infrastructure
Purpose:
• to maintain a technical risk register
• to feed risks up to the Group Risk Committee
• to risk assess and discuss the outcome for changes to the
status quo
Architecture Council
Chair: Head of Architecture
Purpose:
• to review architectural sign off requests
• to discuss new architectural changes
• to review practices and standards
• to create architectural control for auditing purposes
Security Council
Chair: Chief Product Officer
Purpose:
• evaluate security threats to the group,
• sign off new technical decisions or system changes,
• sign off new third-party integrations,
• ensure compliance with relevant regulations,
• maintain certifications as required (such as PCI),
• organise and evaluate penetration testing,
• maintain DR & BCP plans,
• write appropriate group policy on security
Cybersecurity encompasses oversight of all manner of security
matters including ensuring Payment Card Industry (PCI)
compliance, annual targeted penetration testing, and monthly
vulnerability scanning. We conduct an annual audit of our existing
technology suppliers to ensure that they are still meeting the
required standards. Whenever we engage a new supplier, we
run data protection checks, and if the supplier is providing a core
service, we conduct an in-depth assessment and the organisation
is incorporated into our Business Continuity & Disaster Recovery
Procedure, for which the Security Council has signed off.
4.2 Continuous improvement
IT and data security practices are constantly improved, as
we react to developments and implement adjustments to
existing systems and procedures to facilitate efficiencies. In
the past year, we undertook a number of such actions. The
appointment and retention of a Cybersecurity Manager since
2021, solidifies the seriousness with which we approach IT
and data security, and highlights our drive to make security
a way of life rather than an add-on to the working day.
Since 2021, we commenced the process to achieve ISO 27001
certification. The Chief Technology Officer (CTO) is the Executive
Sponsor of the initiative, and it is being driven by the Cybersecurity
Manager. The Group became accredited in 2023.
To ensure that concerns flagged are dealt with effectively
and efficiently, employees that raise an issue are now invited
to attend the Security Council meetings which means that
the issue is articulated to the Council first-hand. We will
also simplify the issue identification and information sharing
process to enable ease of use and understanding.
As internal employee actions pose the greatest risk to IT and
data security, the overarching objective is to raise awareness
for cybersecurity across the Group. We have begun targeted
phishing campaigns on our own staff to improve awareness
and reduce the risk of employees clicking through on
suspicious emails.
All employees must complete annual security awareness,
general cyber and data security, GDPR and AML training.
With the integration of our new online training platform, Meta
Compliance, we can monitor levels of training completion, and
push out reminders via email and our internal communications
platform. We will be introducing security awareness training
as part of our onboarding process for new employees. Meta
Compliance will also enable the setting of KPIs to measure
ongoing performance, as well as monthly mini-training
sessions on different IT and data privacy topics.
ESG REPORT CONTINUED
1
Policies and procedures for IT and data security: Cloud Storage Usage Policy; Computer Usage Policy; Data Classification Policy; Data Protection Impact Assessment
Procedure; Data Protection Policy; Data Retention Policy; Instant Messaging Policy; Password Policy; Business Continuity & Disaster Recovery Procedure.
41
ANNUAL REPORT 2024
GOVERNANCE
ESG REPORT CONTINUED
4.3 Privacy of customer data
We handle sensitive customer information, thus our data privacy practices are of paramount importance, and we approach all
data security scenarios from the perspective that no employee is necessarily secure. We have two-factor authentication for all
systems that contain customer data. Where an employee must use a personal device for work, we require the use of remote
sessions to ensure that information cannot be exported. Customers are also kept informed of the information we will ask from
them, to mitigate the risk of external parties accessing their data whilst posing as an employee of Equals.
4.4 Risk management
We increased the capabilities within the risk management side of the business. Fundamental to this has been the onboarding
of our new Group Head of Risk and Compliance, who has restructured the risk and compliance framework to ensure that it
underpins business operations and supports our financial objectives. There is a Risk Committee for each operating subsidiary
undertaking. There is a Change Council, comprising of senior members of staff, which receives suggested changes and advise on
the potential governance, operational, and customer impacts before further investment is approved.
4.5 Governance and business ethics
We continue to strengthen our internal governance and ensure we are conducting business correctly even when we are not being
scrutinised. We have created a conduct policy, rolled out in 2022 alongside a wider conduct framework. Using our new online
training platform, “Meta Compliance+, we are also able to deliver compliance and ethics training easily. In October 2024 the Group
started to use KnowBe4 platform with all the training policies listed below.
We have established better feedback loops and our internal knowledge sharing has greatly improved. As a result of our continued
harmonisation efforts, we are now better placed as a business for innovation and improvement of the customer experience.
OUR GOVERNANCE
2024
2023
2022
Number of data breaches
–
–
–
Employees completed Meta Compliance/KnowBe4
Security Awareness training (%)
94.5%
97.2%
98.3%
Employees completed Meta Compliance/KnowBe4 Anti-Money
Laundering training (%)
83.4%
99.0%
97.2%
Employees completed Meta Compliance/KnowBe4 GDPR training (%)
96.1%
98.9%
95.3%
42
EQUALS GROUP PLC
GOVERNANCE
Report of the Audit Committee
for the year ended 31 December 2024
This report covers the following areas:
1. Membership of the Audit Committee (“the Committee”)
2. Responsibilities of the Committee
3. Activities of the Committee during the year
4. Governance
5. External Auditors and independence thereof
6. Risk Management and Internal Control
7. Conflicts of interest
8. Significant issues
9. Events after 31 December 2024
1. MEMBERSHIP OF THE AUDIT COMMITTEE
The Audit Committee is chaired by Sian Herbert and includes
Non-Executive Director Christopher Bones. Other meeting
attendees during the year included members of the external
audit team, Chairman and Non-Executive Director Alan
Hughes, Ian Strafford-Taylor, CEO; Richard Cooper, CFO; and
other members of the finance team.
2. RESPONSIBILITIES OF THE AUDIT COMMITTEE
The Audit Committee (“the Committee”) has responsibility for
Equals Group PLC and all subsidiaries in the Group.
In the period since the last report, the Committee continued
to focus on the effectiveness of the controls across the
Group within the ambit of the finance department and other
departments, including but not limited to Risk, Compliance,
Operations and Human Resources.
The integrity of reporting and risk monitoring is a key area that
the Committee will continue to focus on over the coming year.
Monitoring of the operational performance of the Group is
an area of ongoing review. The focus is on several key areas
including a continued focus on data governance, regulatory
compliance and operational resilience.
The Audit Committee appointed various third parties to give
independent opinions on chosen topics that are regarded
as potentially higher risk (for example, cyber security, money
laundering and safeguarding). The Group has well-resourced
compliance and risk operations but given its size does not
consider it necessary to have an internal audit function, using
external parties when considered appropriate. Non-statutory
audits of subsidiaries for the purpose of FCA safeguarding
obligations are conducted by a separate audit firm, Azets.
The head of Audit Committee is a member of the Board and it
is the full board that approved the strategic review.
The Committee is appointed by the Board; their primary duties
are listed beneath the subheadings below, along with a brief
description of sub-tasks:
2.1 Financial reporting
a. consider the areas of financial reporting risk and what is
done to optimise these risks and ensure that these are
communicated to the external auditors;
b. review significant financial reporting judgements and the
application of accounting policies, including compliance
with the accounting standards;
c. oversee the integrity of the financial statements and their
compliance with UK company law and accounting regulations;
d. ensure the Annual Report and financial statements are
fair, balanced and understandable, and recommend their
approval to the Board;
e. monitor the integrity of announcements containing financial
information.
2.2 Internal controls
a. monitor adequacy and effectiveness of the internal
financial controls and processes, and ensure any material
shortcomings are rectified at the earliest opportunity;
b. where appropriate, ensure compliance with Quoted
Company’s Alliance Code, Information Commissioner’s
Office, HMRC and the Financial Conduct Authority’s
relevant regulatory framework.
2.3 Risk management
a. review and provide oversight of the processes by which
risks are identified, evaluated, managed and optimised by
the Risk Committee.
2.4 External audit
a. manage the relationship with the Group’s external auditors;
b. monitor and review the independence and performance
of the external auditors and formally evaluate their
effectiveness;
c. review the policy on non-audit services carried out by
the external auditors, taking account of relevant ethical
guidance;
d. review, consider and approve the external auditor’s fee, the
scope of the audit and the terms of their engagement;
e. make recommendations to the Board for the appointment
or reappointment of the external auditors.
43
ANNUAL REPORT 2024
GOVERNANCE
3. COMMITTEE ACTIVITIES DURING THE YEAR
The principal activities which the Committee undertook within
the during were as follows:
3.1 2023 financial statements, 2024 interim financial
statement, and business reports
• Reviewed the 2024 Interim Consolidated Financial
statements, the 2023 Annual Report and Consolidated
Financial Statements, and recommended that both be
approved by the Board;
• Reviewed the projected cash flow forecasts and sensitivity
analyses as prepared by the Chief Financial Officer; as a
result, the Committee concluded the business should be
considered a going concern, and the financial statements
should be prepared as such.
3.2 External audit
• Debated and agreed the external audit strategy;
• Noted the adjusted and non-adjusted differences and
debated the highlights memo previously circulated to
Committee members;
• Acknowledged that the prepared financial statements
represented a true and fair view of the Group’s affairs,
and were in accordance with UK-adopted International
Accounting Standards in conformity with the requirements
of the Companies Act 2006. Their enquiries covered regular
management and KPI reporting, analytical review and sign
off on key control accounts;
• Reviewed any significant control issues raised by the
external auditors in their management letter and monitored
progress thereon;
• Reviewed and approved the Letter of Representation sent
by the Company to the external auditors.
3.3 Other
Oversees the compliance with laws and regulations including
money laundering including working with the Compliance
department and external counsel to verify the Group’s position
on any contentious matters.
4. GOVERNANCE
The Committee meets at least three times per year and
routinely meets with the external auditors without the
Executive Directors present. It is chaired by Sian Herbert,
an independent Non-Executive Director, who is a Chartered
Accountant with recent and relevant financial experience.
The Chair has meetings with the external auditors to ensure
issues are being considered on a timely basis. The Chief Financial
Officer and other members of the finance team work closely
with the Committee Chair to facilitate open communication
and regular information flow. The Committee members bring a
wealth of professional and practical knowledge and experience
which is relevant to the Group’s industry.
Such abilities ensure that the Committee functions with
competence and credibility. The Committee receives regular
updates on changes to financial accounting standards and
reporting requirements, regulatory and governance changes
and developments around risk management, fraud prevention
and detection, and cyber security.
In its advisory capacity, the Committee 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 the
necessary information for shareholders to assess the Group’s
position and performance, its business model and strategy.
5. EXTERNAL AUDITORS AND INDEPENDENCE
PricewaterhouseCoopers LLP were appointed as external
auditors following an audit tender process in 2019. As a matter
of course, PwC is not awarded any non-audit work; please
refer to note 5 of the financial statements for more details
regarding the breakdown of payments to the Group auditors.
The Committee agrees the budget for the audit with the
auditors and receives a summary of all audit fees payable to
the external auditors. A summary of fees paid to the external
auditors is set out in note 5 to the financial statements. The
external auditors confirmed their independence as auditors of
the Group through written confirmation to the Group.
External audit effectiveness
The effectiveness of the external audit process is assessed
by the Committee, which meets regularly throughout the
year with the audit partner and senior audit managers.
The Committee believes that sufficient and appropriate
information is obtained to form an overall judgement of the
effectiveness of the external audit process. The external audit
effectiveness process findings from last year’s review were
also incorporated into the audit processes this year. One
matter that the Committee keeps under review is the mix of
substantive and control testing by the auditors.
6. RISK MANAGEMENT AND INTERNAL CONTROL
Further details of risk management and internal controls are set
out under note 20.2 of the consolidated financial statements.
The Committee is dedicated to the thorough monitoring of the
effectiveness of its internal controls and risk management;
they maintain a good understanding of business performance,
key areas of judgement and decision-making processes within
the Group.
REPORT OF THE AUDIT COMMITTEE CONTINUED
44
EQUALS GROUP PLC
GOVERNANCE
REPORT OF THE AUDIT COMMITTEE CONTINUED
7. CONFLICTS OF INTEREST
An annual review is undertaken, facilitated by the Company
Secretary, to identify any conflicts of interest that may impact
upon Board members’ independence. All identified conflicts
are recorded on a register that is adopted by the Board.
Conflicted Directors are not able to attend meetings where the
conflicted matter is discussed, and decisions are made. It has
been determined that none of the Directors had or have an
interest in any material contract relating to the business of the
Company or any of its subsidiary undertakings.
8. SIGNIFICANT ISSUES
Significant issues and accounting judgements (refer to
note 3.23, “judgements and estimates”) are identified by the
Committee, the finance team, or through the external audit
process and are reviewed by the Audit Committee.
9. EVENTS AFTER 31 DECEMBER 2024
The Audit Committee has continued the above activities in
2025, focusing on:
• The 2024 Annual Report and Consolidated Financial
Statements, and the Committee has recommended that
both be approved by the Board;
• A review of the Cash Flow forecast as overseen by the Chief
Financial Officer.
SIAN HERBERT
Chair of the Audit Committee
07 April 2025
45
ANNUAL REPORT 2024
GOVERNANCE
Report of the Risk Committee
for the year ended 31 December 2024
PURPOSE AND COMPOSITION
The Equals Group CEO continues to hold the prime responsibility for the oversight on the identification, assessment, management
and monitoring of risks to the Group. To assist the CEO and to bring industry expertise to the Board-level, Group Risk Committee
(“RiskCo” or “Committee”) was formed on 1st January 2021.
The Committee consists of all members of the Board of Directors (“Board”), plus the Chief Operational Officer (‘COO”) and the
Chief Compliance & Risk Officer (“CRCO”) of the Group, who are attendees by invitation, but not members of the Risk Committee
or Board. The CRCO was appointed in October 2024. Prior to this appointment, the Money Laundering Reporting Officer (MLRO)
was attending the Risk Committee by invitation.
The CRCO has day-to-day responsibilities for the ongoing oversight and management of the Group’s risk and compliance
framework implementation (2nd line of defence). The COO has the day-to-day responsibilities of oversight and management of
the Group’s business operations (1st line of defence).
Other members of the Group senior management, including the Chief Product Officer (“CPO”), Chief Technology Officer (“CTO”),
Chief Commercial Officer “CCO”), Chief Information Officer (“CIO”), and the Money Laundering Reporting Officer, may join the
Committee meetings by invitation as needed.
Formal papers are prepared for each Committee meeting. These include a review of the individual Risk Committees of each
regulated subsidiary of the Group whose meetings are held every quarter (“Subsidiary RiskCo”).
A Group-wide Risk Register is maintained which identifies and lists the main material risks for the Group and outlines appropriate
risk management and mitigation measures and controls.
A financial crime risk appetite statement (RAS) has been developed and approved at the Group level.
Below is a summary of the overarching material risks which the Committee believe are currently applicable to the Group’s
business, hence highly necessary risk management measures and controls have been put in place to mitigate them.
Risk
Description of Risk
Control / Mitigation
FX Position risk
A forward foreign exchange contract
is partially completed exposing the
Group entities to volatile foreign
exchange rate movements.
The trading system does not allow trades to be completed
without a matching entry with a liquidity provider. More than
95% of trades are booked via an API.
Client default on an out
of the money forward
position
Volatile currency markets make
a client’s margined position
significantly out of the money.
The trading team have data feeds which constantly monitor the
positions.
All trades over £3 million require senior manager approval and
all trades over £10 million require the approval of the Group
CEO.
The Operations team provide “out of the money” reports at least
once a day and independently advise both the trading team
and the Executive directors of any margin calls to be made.
Data integrity and cyber
security
• Losses from a cyber-attack or
other associated malicious events
• Loss of revenue
• Reputational risk
• Appointed a Chief Information Officer with responsibility for
data security and data governance
• Setup a Security Council with Group wide participants to
monitor all aspects of security in the Group
• Regular penetration testing, training and awareness, system
access controls and encryption, physical security
• Introduced new comprehensive training modules through
Meta Compliance covering Cyber/ Security Risk and Data
Protection.
46
EQUALS GROUP PLC
GOVERNANCE
Risk
Description of Risk
Control / Mitigation
Business Continuity/
Disaster Recovery
Business disruption and potential
business failure.
• established a detailed Business Continuity Plan (BCP) and
Disaster Recovery Plan (DRP) tailored to each Group entity
• Conducted regular testing of the BCP and DRP plans
• Increased adoption of cloud-based services (AWS)
• The Group carries out regular reviews of supplier
performance and seeks alternatives where necessary to
avoid risk of failure of key suppliers.
Financial Crime risk
Money laundering, terrorism
financing, proliferation financing,
Sanctions breaches. Bribery and
corruption and tax evasion risks
• Appointed MLRO with a clear responsibility for the oversight,
management and implementation of the Group AML/CTF
framework
• Enhanced Group AFC function (part of 2LOD Risk &
Compliance function) to identify, manage and mitigate
financial crime risk for the Group business on an ongoing
basis
• Introduced Compliance/AML training and e-learning modules
via Meta Compliance, KnowBe4 and via ad-hoc in-person
sessions
• Established and implemented AML/CTF quality assurance &
testing plan via Group AFC and QA functions.
• Conducted external AML audit via Cosegic on the Group’s
anti-financial crime controls and risk management
framework.
• Significant resources, both human and capital, across
various functions in the Group have been invested in the
enhancements of the transaction monitoring system -
Featurespace. This investment is part of the Group's overall
risk management and control enhancements.
Fraud
Fraudulent activity by clients,
counterparties and personnel that can
result in financial loss, reputational
risk, potential to lose clients and
reduce growth, supplier chain risk.
• Established Group Fraud function (initially as part of 2LOD
Risk & Compliance function, then moved into 1LOD,
Operations function) to identify, manage and mitigate fraud
risk for the Group business
• Appointed Head of Fraud function to build a specialised
team, with a responsibility for the management and
implementation of the Group’s fraud prevention framework
• Introduced Fraud prevention training via online and
in-person sessions
• Established and implemented Fraud quality assurance &
testing plan for fraud via Group QA function.
• Appropriate actions have been taken to prepare for
and manage APP Fraud in line with the new regulatory
requirements from October 2024.
Banking arrangements
and relationships
• Loss in one or more banking
partners could result in disruption
and eventual business failure
• Loss of Agency Banking services
• From February 2019, the Group became a direct member of
Faster Payments and have banking arrangements with the
Bank of England which mitigates the risk of losing agency
banking services
• Group partnered with Citi Commercial Bank in July
2019 and entered 5-year agreement with Mastercard in
September 2019
• In April 2021 the group launched the connected BIC (SWIFT)
that allows the group to open own named IBANs for the
benefit of collecting and allocating funds efficiently.
REPORT OF THE RISK COMMITTEE CONTINUED
47
ANNUAL REPORT 2024
GOVERNANCE
REPORT OF THE RISK COMMITTEE CONTINUED
Risk
Description of Risk
Control / Mitigation
The Group faces
significant competition
A reduction to competitive
advantage resulting in slower
business growth and ultimately
financial loss.
• Engineering development to maintain research &
development and innovation
• New products
• Improved customer experience to enhance usability
of products - IT development to maintain research &
development and innovation
• Maintain relationship and traffic from key price comparison
sites
• Quality of people in business
• Maintain the Group’s reputation
• Investment in marketing and product development
• Increased investment in IT development
• Increased sales development
• Review of costs to ensure cost efficiency
• Development of the Solutions line creating significant
revenue opportunities.
Key person absence
The group CEO or other key persons
become ill, or incapacitated.
The Group does not have silo management, and there are
overlaps in skills between Executives.
Macro environment
Loss of revenue, operational
resilience.
• Monitor key performance indicators, increased controls on
expenditure and large single expenditure commitments
• Following the imposition of new Sanctions by the UK, EU
and US related to UKR-RU conflict, the group has taken
appropriate actions to ensure that the Sanctions screening
tools and controls are up to date and effective
IT platform re-build
Out of date technology which results
in development delays.
Re-platform tech stacks in more modern computer language
and move away from on-premises solution to cloud.
Liquidity
Unable to meet liabilities as they fall
due.
• Weekly reporting of prior week cash movements
• Regular cashflow forecasts run with sensitivities
• Longer term budgets and forecasts
Regulatory compliance
• Breaching applicable laws,
regulations rules and other
regulatory requirements
• Not considering or implementing
emerging laws and regulations
relevant to the Group business
activities
• Enforcement actions due to
no being complaint with laws,
regulations and licence conditions:
resulting in fines; sanctions;
imprisonment and/or reputational
damage
• Restructured Group Regulatory Compliance function (as part
of 2LOD Risk & Compliance function) with clearly defined
setup, remit and responsibilities.
• Established and updated Regulatory Compliance framework
– policies, procedures and strategic plan.
• Conducted external compliance audit/health-check via
Cosegic on the Group’s compliance controls and risk
management framework.
• Introduced Compliance training and e-learning modules via
Meta Compliance, KnowBe4 and via in-person sessions.
• Maintained open and collaborative working arrangements
with the regulatory authorities.
48
EQUALS GROUP PLC
GOVERNANCE
REPORT OF THE RISK COMMITTEE CONTINUED
Risk
Description of Risk
Control / Mitigation
Governance
• Lack of Board oversight leading to
failure to fulfil legal and regulatory
responsibilities
• Inefficient corporate governance
framework set up at the Group
subsidiary levels, resulting in gaps
and lack of adequate oversight/
controls
• Regular Board and Committee meetings
• Strategic planning for Group corporate governance and
legal-structure reforms in 2025
SIAN HERBERT
Chair of the Risk Committee
07 April 2025
49
ANNUAL REPORT 2024
GOVERNANCE
Directors’ Remuneration Report
for the year ended 31 December 2024
This report for the year ended 31 December 2024 complies
with the requirements of the Companies Act 2006, the
Group’s adopted Corporate Governance Code - the Quoted
Companies Alliance Code - and applicable AIM Rules.
This report covers the following areas;
1. Membership of the Remuneration Committee
2. Responsibilities of the Remuneration Committee
3. Remuneration Policy
4. Remuneration for 2024
5. Long-term incentives
6. Professional fees incurred by the Committee
1. MEMBERSHIP OF THE REMUNERATION
COMMITTEE
Membership of the Remuneration Committee (“Committee”)
comprises:
• Christopher Bones, Independent Non-Executive Director,
Committee Chair since 1 May 2021
• Alan Hughes, Independent Non-Executive Director, on
committee since 1 October 2020
• Sian Herbert, Independent Non-Executive Director, on
committee since 1 October 2020
Executive Directors are invited to contribute, and the CEO
may be invited to attend. The Chief People Officer attends
the meeting and minutes are maintained by the Company
Secretary. No attendee or member is present for discussion of
their own remuneration or for matters that may have a bearing
on their remuneration.
2. RESPONSIBILITIES OF THE REMUNERATION
COMMITTEE
The Committee is responsible for:
• Setting remuneration policy and remuneration for the
Executive Directors of the Company and remuneration
policy and governance of awards under that policy for
senior executives and employees earning base salaries
over £100,000pa. Excluding the two Executive Directors
and the eight members of the Executive Committee, there
were 40 staff with base salaries exceeding £100,000 at
31 December 2024.
• Oversight of remuneration policy for the whole Group
and its adherence to Group values and the principles
established in the policy laid out below.
• Ensuring that the Group complies with its reporting
obligations under the Gender Pay Gap legislation.
As part of the overall review of Board effectiveness the
performance of this and other committees is considered and
reviewed. No material changes have been made to its ways
of working or terms of reference over the period of this report
save that Ms Shona Kerfoot, People Director, attends meetings
to provide staff support.
3. REMUNERATION POLICY
3.1 Overall Policy
The Group’s overall policy remains one underpinned by
the need to attract and retain the key skills and capabilities
throughout the organisation that will deliver our strategy,
particularly in strategic leadership, commercial, product
and engineering capabilities alongside the financial and
compliance expertise to meet both our operational and
regulatory requirements.
Core to this is the belief that better than average performance
should result in higher than average rewards and that these
should incentivise a longer-term perspective to reflect that of
our shareholders; as such for Executive Directors and other
senior executives there are long-term incentives as well as
annual ones, alongside a competitive salary.
The core reward principle is that the potential for total
remuneration should, for all roles, be at median to upper
levels for companies of a similar size, complexity and growth
aspirations with better than average performance achieving
upper median levels. To reinforce this, the Committee
established some key principles to ensure that shareholders
are confident that performance-based rewards:
• incentivise growth in revenue, and earnings per share and,
• encourage behaviours that support our ESG principles and
company values; these are:
o
Ensure a competitive balance in the remuneration
mix between salary and pay ‘at risk’, with this element
being related to performance over both the short and
longer-term;
o
Ensure that short-term cash incentives are linked to
stretching performance measures; and
o
Align more remuneration at every level to the
shareholder financial interest through share-based
remuneration.
50
EQUALS GROUP PLC
GOVERNANCE
The Committee procured specialist advice through the appointment of remuneration advisers H2glenfern LTD to ensure that
decisions made going forward on Executive and Non-Executive Director remuneration are properly informed with robust data.
H2glenfern is a member of the UK Remuneration Consultants Group (RCG) and has confirmed that it complies with the RCG Code.
H2glenfern has no other relationship with the Company and the Committee is satisfied that the advice it receives is independent
and objective. The Committee instructed H2glenfern to carry out benchmarking for executive and Non-Executive remuneration
during Q4 2022, and the Committee keeps a regular eye on the remuneration of executives in listed comparable businesses.
This part of the report sets out the remuneration policy with regard to the Executive Directors (“EDs”). The policy on each element
of remuneration and how it operates is detailed in the table:
Elements of Remuneration
Element
Link to remuneration
policy
Application of policy
Maximum opportunity
Performance metric
Base salary
To attract and retain
individuals of the
experience and calibre
required to achieve our
strategic goals and in
whom shareholders
can have confidence.
EDs salaries are
reviewed annually on
1 April.
Using an externally
recommended ‘peer
group’ of similar listed
companies in our
sector and others
with common core
capabilities and
product offering we
establish a range that
reflects our policy
position.
The benchmarking
provides a range for
both roles from the
median to Upper
Quartile and we will
reflect the business
performance outcome
in agreeing any salary
increase.
Salary reviews are
conducted vs. business
performance including
ESG aspects.
Annual Bonus
To incentivise
performance and to
align the interests of
EDs and shareholders
over the short to
medium terms.
The scale of the bonus
is set through the peer
group benchmarking
exercise to ensure a
competitive annual
reward.
The parameters,
performance criteria,
weightings and targets
are ordinarily set at the
start of each financial
year.
Payments are made
in cash following
completion of
the annual audit
and subject to
the Committee’s
assessment of
performance against
targets and other
matters it deems
relevant.
Awards are subject to
malus and clawback
provisions.
The CEO has a
maximum bonus
opportunity of 140% of
salary; the CFO has a
maximum of 120%.
The salaries used are
those as at the end of
the financial year.
Performance measures
may include financial,
non-financial,
personal and
strategic objectives.
Performance criteria
and weightings may be
changed from year to
year.
At present, the
performance targets
are based on Revenue
and Adjusted EBITDA
which is considered
by the committee to
be the Group’s key
financial performance
metric.
DIRECTORS’ REMUNERATION REPORT CONTINUED
51
ANNUAL REPORT 2024
GOVERNANCE
DIRECTORS’ REMUNERATION REPORT CONTINUED
Element
Link to remuneration
policy
Application of policy
Maximum opportunity
Performance metric
Long Term Incentive
Plan
To incentivise
performance and to
align the interests of
EDs and shareholders
over the long term.
EDs are eligible
to receive awards
under the Long-Term
Incentive Plan at
the discretion of the
Committee.
Awards are granted
as conditional awards
which vest after
three years subject
to the meeting of
objective performance
conditions specified at
award.
Awards are subject to
malus and clawback
provisions.
An additional holding
period of two years
post vesting is applied
to awards made to
the Eds except on
a change of control
where the awards vest
absolutely.
The award reflects
practices in the median
to upper quartile of our
peer group.
The plan sets a normal
maximum of 100% of
the base rate of salary
and lays down that
the committee may
exceptionally grant up
to 200% of the base
rate of salary at the
time of the award.
Performance measures
are CAGR in revenue
over the vesting
period and the annual
achievement of an
internally set EPS
target ahead of market
expectations for each
of the three years of the
vesting period.
All employee
shareholding plan
To encourage all
employees to make a
long-term investment in
the Company’s shares
in a tax efficient way.
The EDs and enrolled
in the plan as it covers
all employees.
Complies with the
HMRC regulations for
Share Incentive Plans.
None
Pensions
To offer all employees
the opportunity
to invest in their
retirement and to treat
all employees equally
in respect of their
long-term retirement
planning.
The EDs are eligible for
the Group Workplace
Pension Plan.
None
None
Benefits
To attract and retain
individuals of the
experience and calibre
required to achieve our
strategic goals and in
whom shareholders
can have confidence.
EDs are entitled to a
car or car allowance,
along with family
healthcare scheme
(BUPA), and life
assurance cover.
None
None
Non-Executive
Remuneration
To provide fees
appropriate to time
commitments and
responsibilities of each
role.
Non-Executive
Directors are paid
a base fee through
the payroll. Fees are
reviewed periodically.
In addition, reasonable
business expenses
maybe reimbursed.
The Group Board is
guided by the general
increase for the
broader employee
population and takes
into account relevant
market movements.
None
52
EQUALS GROUP PLC
GOVERNANCE
DIRECTORS’ REMUNERATION REPORT CONTINUED
3.2 Malus and clawback
Both Annual Bonus and Long-Term Incentive Plan awards
are subject to malus and clawback provisions except under
the circumstances . Reasons for malus and clawback being
applied would include material misstatement in audited
results, discovery of errors or inaccuracies in the assessment
of any performance condition, fraud or gross misconduct,
events or behaviour which lead to the censure of the Group
by a regulatory authority or have a significant detrimental
impact on the reputation of the Group.
3.3 Remuneration of employees below the Group
Board
Employees below the Group Board receive base salary,
benefits, annual bonus, and senior executives are invited to
participate in the Long-Term Incentive plan. Pay and conditions
throughout the Group are taken into consideration when
setting remuneration policy. The Committee does not consult
other employees when setting executive remuneration.
3.4 Shareholder consultation
The Committee’s policy is to consult with major shareholders
in respect of significant decisions on executive remuneration.
The Chair of the Remuneration Committee is available for
contact with investors concerning the Company’s approach
to remuneration.
3.5 Executive Directors’ service contracts and
payments for loss of office
The Executive Directors have rolling service contracts, Ian
Strafford Taylor’s commencing 1st August 2014 (continuous
service from 1st August 2006), Richard Cooper’s commencing
14th October 2019; but a fixed period of 12 months’ formal
notice of termination for Ian Strafford Taylor and of six
months’ formal notice of termination for Richard Cooper.
Notice entitlement extends, to base salary, benefits and
bonuses accrued to the end of the notice period.
3.6 Non-Executive Directors’ letters of appointment
The Non-Executive Directors do not have service contracts
but instead have letters of appointment dated as follows:
Alan Hughes
1 July 2020
Sian Herbert
1 October 2020
Christopher Bones
9 April 2021
All of which contain a three-month notice period.
3.7 Consideration of new Executive Directors or senior
executives
When recruiting or promoting any senior executive, we
seek to apply consistent policies on fixed and variable
remuneration components in line with the remuneration
policy set out above. This helps to ensure that any new
Executive Directors or senior executive is on the same
remuneration footing as existing Executive Directors or
senior executives respectively, while still taking into account
the skill and experience of the individual, the market rate
for a candidate of that experience and the importance of
securing the relevant individual.
4. ANNUAL REMUNERATION REPORT FOR 2024
The date for the annual review of salary for the Executive
Directors is 1st April each year. The annual salary of Ian
Strafford-Taylor from 1st April 2024 was £420,000, up from
£400,000. The Annual Salary of Richard Cooper from
1st April 2024 was £315,000, up from £300,000.
Bonus payments as reported below were linked directly to
the performance against revenue growth and achievement
against goals set for Adjusted EBITDA – both of which
were significantly ahead of internal goals and external
expectations. In addition, in recognition of the significant
additional workload imposed on the Executive Directors
by the Board’s decision to launch a strategic review, interim
bonuses equal to 50% of base salary were awarded and
paid during the year and a reported in the tables below.
All of these bonuses were approved by the independent
remuneration committee after taking advice from the Group
legal counsel and nominated adviser, and were awarded
in relation to the extensive additional work created by the
strategic review.
The fees to Non-Executive Directors were reviewed in the
year and the following changes were implemented:
Alan Hughes (Chair)
£105,000, up from £100,000 with
effect from 1st April 2024
Sian Herbert
£73,500, up from £70,000 with effect
from 1st April 2024
Christopher Bones
£68,250, up from £65,000 with effect
from 1st April 2024
53
ANNUAL REPORT 2024
GOVERNANCE
4.1 Table of total remuneration for 2024 and 2023
In £
Gross salary
and fees
LTIP dividend
equivalent
Benefits
Bonuses*
Total
2023
Table 4.2
Table 4.3
Executive Directors
Ian Strafford-Taylor
412,800
18,750
116,549
798,000
1,346,099
916,433
Richard Cooper
309,048
12,500
38,511
535,500
895,559
677,829
721,848
31,250
155,060
1,333,599
2,241,658
1,594,262
2023 Comparative
707,718
–
44,463
842,081
1,594,262
Non-Executive Directors*
Alan Hughes
103,750
–
–
–
103,750
93,000
Sian Herbert
72,625
–
–
–
72,625
68,481
Christopher Bones
67,438
–
–
–
67,438
61,577
243,813
–
–
–
243,813
223,058
2023 Comparative
223,058
–
–
–
223,058
Total, 2024
965,661
31,250
155,060
1,333,599
2,485,471
Total, 2023
930,776
–
44,463
842,081
1,817,320
*
Numbers above are represented on an accrual basis. The most significant difference to on a cash basis is in relation to bonuses. See note 5b for
further details of cash basis.
4.2 Table of benefits for 2024 and 2023
In £
Pension
Healthcare
Chauffeur
allowance
Car
allowance
Total
2023
Executive Directors
Ian Strafford-Taylor
3,522
6,251
90,000
16,776
116,549
32,979
Richard Cooper
3,522
6,251
–
28,738
38,511
11,484
7,044
12,502
90,000
45,514
155,060
44,463
2023 Comparative
7,044
15,924
–
21,495
44,463
In recognition of the need for the CEO to be available and contactable out of normal office hours, the Remuneration Committee
resolved to provide an allowance for chauffeur services to Ian Strafford-Taylor with effect from 1st April 2024 at the rate of £10,000
per month. This is paid through the payroll and is of course subject to employment taxes in the normal way.
4.3 Table of bonuses for 2024 and 2023
In £
Performance*
related
Strategic
Review**
Total
2023
Executive Directors
Ian Strafford-Taylor
588,000
210,000
798,000
498,339
Richard Cooper
378,000
157,500
535,500
343,742
966,000
367,500
1,333,500
842,081
2023 Comparative
842,081
–
842,081
DIRECTORS’ REMUNERATION REPORT CONTINUED
54
EQUALS GROUP PLC
GOVERNANCE
DIRECTORS’ REMUNERATION REPORT CONTINUED
4.4 Dividends received by Directors in 2024
Equals Group PLC declared a final dividend for the year ended 2023 of 1 pence per share on 16 April 2024 and an interim dividend
of 1 pence per share on 10 September 2024. The dividends were paid on 7 June 2024 and 25 October respectively.
Under the terms of the LTIP vested LTIPs attract a dividend credit, paid through the payroll relating to all dividends declared prior
to the vesting. The shares held in the Trust receive dividends and are paid directly to employees by the Trustee.
The shareholdings of the Directors and their entitlement and thus payment of the dividend to the Directors is shown below:
Alan Hughes
Sian Herbert
Christopher
Bones
Ian Strafford-
Taylor
Richard
Cooper
Total
Shareholding in own name
qualifying for the dividend
by virtue of the record date*
(number)
46,000
77,800
4,500
2,200,250
1,183,334
3,511,884
Interest in SIPs in the Trust
(number)
–
–
–
10,000
10,000
20,000
Total holding (number)
46,000
77,800
4,500
2,210,250
1,193,334
3,531,884
2023 final dividend, 1p
- Ordinary shares
£460
£778
£45
£22,002
£11,833
£35,118
- SIP in trust
–
–
–
£100
£100
£200
- TOTAL
£460
£778
£45
£22,102
£11,933
£35,318
2024 interim dividend, 1p
- Ordinary shares
£460
£778
£45
£22,003
£11,834
£35,120
- SIP in trust
–
–
–
£100
£100
£200
- TOTAL
£460
£778
£45
£22,203
£11,934
£35,320
Dividend received
- Ordinary shares
£920
£1,556
£90
£44,005
£23,667
£70,238
- SIP in trust
–
–
–
£200
£200
£400
- TOTAL
£920
£1,556
£90
£44,205
£23,867
£70,638
5. LONG TERM INCENTIVES
The Group launched new share-based incentive plans in 2021 and has made additional grants in 2022 and 2023. These plans
were announced to the stock market on 18 October 2021, 14 December 2022 and 6 November 2023. During the year, the 2021
LTIPs vested in full. As announced on 18 October 3,385,000 options vested, but the Company elected to cash settle those shares
(1,526,200) which would have had to be sold to settle the personal tax liabilities, thus 1,838,800 shares were issued to a total of
2 Executive Directors, 7 PDMRs and 22 other staff. The interest of the Directors was as follows:
Alan Hughes
Sian Herbert
Christopher
Bones
Ian Strafford-
Taylor
Richard
Cooper
Total
Interest in vested LTIPs in
the Trust (number):
Gross
–
–
–
750,000
500,000
1,250,000
Deduction for income taxes
–
–
–
(352,500)
(235,000)
(587,500)
Net shares held in trust
–
–
–
397,500
265,000
662,500
The resulting shares are held in trust and will be realised at the earlier of a change of control or 18 October 2026.
All employees
All employees with a length of service of 12 months or more are able to participate in the Share Incentive Plan. This plan has a
vesting period of three years, in line with HMRC guidelines.
Key Staff
This plan supports the retention of key talent and only vests should the recipient be in employment a full three years after the
award. Recipients are all subject to a further two-year holding period. Grants made in 2021 were subject to no performance
conditions whereas grants made in 2022 and 2023 are subject to performance conditions.
55
ANNUAL REPORT 2024
GOVERNANCE
Executive Directors
The grants are performance related and only vest should the recipient be in employment a full three years after the award.
Recipients are all subject to a further two-year holding.
The nature of this award reduces dilution for shareholders and provides the Committee with the opportunity to model the potential
cash award on vesting based on publicly available market forecasts and to aim for these to be no more than 100% of total
remuneration should forecasts be exceeded by a significant amount although the Committee has discretion in this area.
The Remuneration Committee resolved to extend the option exercise period of certain options granted at IPO in 2014 to ensure
alignment with the standard ten-year option period. Such change was announced to the Stock Exchange on 31 October 2022.
Awards to Employees (including Directors) - Summary of LTIP grants made in 2023, 2022 and 2021
2023
Number of
share awards
2023
Number of
recipients
2022
Number of
share awards
2022
Number of
recipients
2021
Number of
options/share
awards
2021
Number of
recipients
Date of award
06.11.2023
14.12.2022
18.10.2021
Date shares issued into trust
08.12.2023
25.01.2023
20.04.2022
Executive Directors’
performance-based plan
850,000
2
1,012,500
2
1,250,000
2
Key-staff retention plan*
1,750,000
56
2,170,000
44
2,415,000
36
LTIP total
2,600,000
58
3,182,500
46
3,665,000
38
By 31 December a number of awards had lapsed or been exercised as follows:
2023
Number of
share awards
2022
Number of
share awards
2021
Number of
options/share
awards
Awards which had lapsed
72,500
80,000
280,000
Awards which had been cash cancelled
–
–
1,546,200
Awards distributed but held in Trust
–
–
1,838,800
Unvested awards
2,527,500
3,102,500
–
SHARE INCENTIVE PLAN (“SIP”)
2023
Number of
share awards
2023
Number of
recipients
2022
Number of
share awards
2022
Number of
recipients
2021
Number of
options/share
awards
2021
Number of
recipients
Number of awards per
individual
2,024
3,976
4,000
Originally granted
459,448
227
747,488
188
704,000
176
Lapsed BY 31.12.2024
(58,696)
(29)
(95,424)
(24)
(172,000)
(43)
Balance at 31.12.2024
400,752
198
652,064
164
532,000
133
DIRECTORS’ REMUNERATION REPORT CONTINUED
56
EQUALS GROUP PLC
GOVERNANCE
Awards to Directors
Director award date
Option
Price (£)
Number
Granted
Date of
Grant
Earliest
Exercise date
Latest
Exercise date
SHARE OPTIONS
Ian Strafford-Taylor
28/07/2014*
0.22
192,950
28/07/2014
05/08/2016
30/06/2025
28/07/2014*
0.36
1,789,300
28/07/2014
05/08/2016
30/06/2025
28/07/2014*
0.36
1,535,750
28/07/2014
05/08/2016
30/06/2025
28/09/2016
0.30
250,000
28/09/2016
28/09/2017
27/09/2026
28/09/2016
0.30
250,000
28/09/2016
28/09/2018
27/09/2026
28/09/2016
0.30
250,000
28/09/2016
28/09/2019
27/09/2026
01/09/2020
0.29
666,667
01/09/2020
30/04/2021
01/09/2030
01/09/2020
0.29
666,667
01/09/2020
30/04/2022
01/09/2030
01/09/2020
0.29
666,666
01/09/2020
30/04/2023
01/09/2030
6,268,000
SHARE INCENTIVE PLAN (“SIP”)
Ian Strafford-Taylor
18/10/2021
0.01
4,000
07/01/2022
07/01/2025
07/01/2032
14/12/2022
0.01
3,976
20/01/2023
20/01/2026
20/01/2033
06/11/2023
0.01
2,024
04/12/2023
04/12/2026
04/12/2033
10,000
Richard Cooper
18/10/2021
0.01
4,000
07/01/2022
07/01/2025
07/01/2032
14/12/2022
0.01
3,976
20/01/2023
20/01/2026
20/01/2033
06/11/2023
0.01
2,024
04/12/2023
04/12/2026
04/12/2033
10,000
*
In the light of the offer for the Company’s shares being voted for by shareholders on 8 January 2025, the Remuneration Committee, following
advice from legal counsel and the NOMAD, agreed to extend the latest exercise date of these options to 30 June 2025.
Option
Price (£)
Number
Granted
Date of
Grant
Earliest
Exercise date
Latest
Exercise date
LONG TERM INCENTIVE PLAN (“LTIP”)
Ian Strafford-Taylor
18/10/2021*
0.01
750,000
18/10/2021
18/10/2024
18/10/2031
14/12/2022
0.01
637,500
14/12/2022
14/12/2025
14/12/2032
06/11/2023
0.01
550,000
06/11/2023
06/11/2026
06/11/2033
1,937,500
Richard Cooper
18/10/2021*
0.01
500,000
18/10/2021
18/10/2024
18/10/2031
14/12/2022
0.01
375,000
14/12/2022
14/12/2025
14/12/2032
06/11/2023
0.01
300,000
06/11/2023
06/11/2026
06/11/2033
1,175,000
Totals
3,112,500
Ian Strafford-Taylor
8,215,500
Richard Cooper
1,185,000
9,400,500
*
The 2021 awards vested by 18 October 2024 and were exercised, but as announced on 18 October 2024, a portion of the awards were cash
cancelled to settle the tax liabilities leaving a grant into trust of 397,500 shares to Ian Strafford-Taylor and 265,000 to Richard Cooper.
As well as the principles above, the vesting criteria for the 2022 and 2023 awards include a minimum share-price threshold above
the price on the date of grant; the eventual amount awarded from the grant made will be driven by revenue growth, growth in
active B2B customers and performance against EPS targets. In addition, the final award will be assessed against progress against
a range of ESG matters including the effectiveness of compliance operations.
DIRECTORS’ REMUNERATION REPORT CONTINUED
57
ANNUAL REPORT 2024
GOVERNANCE
Options vested by 07 April 2025
No options outstanding at 31 December 2024 have fully
vested by 07 April 2024. All options outstanding will vest
unconditionally if the Court on 10 April 2025, sanctions the
Scheme of Arrangement.
Option numbers used for EPS
The calculation of diluted EPS and diluted adjusted EPS
ignores any dilution if the result attributable to owners of
Equals Group PLC is a statutory loss. The number to be used
for 2024 is 200,034,765 (2023: 193,444,728).
6. PROFESSIONAL FEES INCURRED BY THE
REMUNERATION COMMITTEE
During 2024 the cost (including irrecoverable VAT) of advice
taken by the Remuneration Committee in the year amounted
to £nil (2023: £nil). This advice relates to share incentive awards,
share-based remuneration and remuneration comparative
report.
In addition, the manager of the shares platform, “Global
Shares” invoiced the Company for a total of £49,823 for the
administration of their platform and administration of the SIP
and LTIP in 2024 (2023: £18,000).
PROFESSOR CHRISTOPHER BONES
Chair of the Remuneration Committee
07 April 2025
DIRECTORS’ REMUNERATION REPORT CONTINUED
58
EQUALS GROUP PLC
GOVERNANCE
Directors’ Report
for the year ended 31 December 2024
Equals Group PLC is a company limited by shares and incorporated in England and Wales. The registered office address is Third
Floor, Thames House, Vintners Place, 68 Upper Thames Street, London, EC4V 3BJ. The Directors present their annual report and
audited consolidated financial statements for the year ended 31 December 2024.
FINANCIAL REPORTING
The consolidated financial statements of Equals Group PLC for the year ended 31 December 2024 are set out on pages 69 to 110.
These have been prepared on a going concern basis and in accordance with international accounting standards in conformity with the
requirements of the Companies Act 2006.
GOING CONCERN
Details of the Group's business activities, results, cash flows and resources, together with the risks it faces and other factors likely to
affect its future development, performance and position are set out in the strategic report. Certain Group companies are regulated
by the Financial Conduct Authority and one subsidiary is regulated by the National Bank of Belgium, and perform annual capital
adequacy assessments. Consideration was given to whether there is sufficient liquidity and financing to support the business, the
post balance sheet trading of the Group, the regulatory environment and the effectiveness of risk management policies.
On 11th December 2024, the Board reached an agreement on the terms of a recommended sale of the Group for all cash
consideration of 135 pence per share. The sale is to be effected by means of a scheme of arrangement under part 26 of the
Companies Act, the scheme of arrangement was approved by the shareholders on the 8th January 2025. The sale is still subject
to certain legal approvals, however the Board expects these to be granted and that the transaction will complete and the Group
will de-list from the AIM in Q2 2025. While the Board do not have any reason to believe that the acquirer will not continue to support
the Group or materially change its activities in the next 12 months, the Board do not have certainty over the future plans or strategy
for the group as a whole under the prospective new owners, or the financing arrangements that will be in place and therefore the
Board have concluded that this indicates the existence of a material uncertainty which may cast significant doubt about the Group
and the Company’s ability to continue as a going concern. Notwithstanding this uncertainty, the Board is satisfied that the going
concern basis remains appropriate for the preparation of the financial statements. Accordingly, the financial statements do not
include the adjustments that would result if the Group or the Company were unable to continue as a going concern.
The financial statements are prepared on a going concern basis and in assessing this the Board has considered the Group and the
Company’s ability to continue as a going concern for at least 12 months from the date of signing.
PRINCIPAL ACTIVITIES
The principal activities of the Group during the year were to provide payment processing and banking-style services and to
both private customers and corporations through prepaid currency cards, travel cash, international money transfers and current
accounts. Its trading subsidiaries have various degrees of regulation as shown below:
Company
number
Company name
(and date of name change)
Previous name
FCA permissions
05539698
Equals Money PLC (13.09.2022)
Fair FX PLC
Authorised Payment institution under
Payment Service Regulations, 2009
06268340
Equals Money UK Limited
(26.09.2022)
Spectrum Payment Services
Limited
Authorised Payment institution under
Payment Service Regulations, 2009
07131446
Equals Connect Limited
Casco Financial Services Limited
Authorised Payment institution under
Payment Service Regulations, 2009
09558664
Equals Money International Limited
(03.05.2022)
Fair Payments Limited
Authorised E-Money institution under
the Electronic Money Regulations 2011
12330839
Roqqett Limited
Authorised Payment institution under
Payment Service Regulations, 2009
09347930
Hamer & Hamer Limited
Authorised Payment institution under
Payment Services Regulations, 2009
7477374
Equals Pay LLC
None
0849.185.510
Equals Money Europe S.A.
(04.07.2023)
Oonex S.A.
Authorised under the National Bank
of Belgium to deliver financial and
payment services to businesses and
individuals in the EU
59
ANNUAL REPORT 2024
GOVERNANCE
The principal activity of the Company is as an investment
holding company for the Equals Group of companies.
KEY PERFORMANCE INDICATORS
The Strategic Report set out on pages 7 to 25 provides key
performance indicators and an assessment of the Group’s
financial performance throughout the year.
RELATIONSHIP WITH EMPLOYEES
The Group operates transparently with its employees and
holds fortnightly Group wide "All Hands" with the purpose of
keeping employees up to date with Group business and its
developments. These also offer staff the opportunity to present
their viewpoints and are in addition to regular departmental
updates. The Board believes this helps create a common
awareness and goals across the Group to help it achieve its
strategies.
Equals is an equal opportunity employer. It does not
discriminate on the basis of disability, gender reassignment,
marriage and civil partnership, pregnancy and maternity, race,
sexual orientation, religion or belief, sex or age. It ensures that
this is upheld in regard to hiring, continuing employment and
training, career development and promotion.
Further details of the Groups relationship with its employees
can be found in the Section 172(1) statement on page 25 and
in the ESG report on pages 33 to 41.
RELATIONSHIPS WITH SUPPLIERS, CUSTOMERS AND
OTHERS
The Group recognises that strong relationships with customers and
fair dealings with its suppliers are key to its success as a business.
Further details of how this is applied in practice can be found in
the Section 172(1) statement in the Strategic Report on page 25.
DIVIDENDS
A 1p dividend was paid on 18th October 2024. The Directors
recommend a final dividend of 5p per share for the year ended
31 December 2024.
DIRECTORS
The following Directors have held office during the financial year
and up to the date of approval of these financial statements:
I A I Strafford–Taylor
R Q M Cooper
A R F Hughes
S A Herbert
C J Bones
DIRECTORS’ INTERESTS
The Directors who held office at 31 December 2024 held the
following shares in the Company as at that date:
Ordinary 1p
shares
Ordinary
1p shares
held in trust
Shareholding
%
2024
2024
I A I Strafford-Taylor
1.14%
2,200,250
407,500
R Q M Cooper
0.77%
1,183,334
275,000
S A Herbert
0.04%
77,800
–
A R F Hughes
0.02%
46,000
–
C J Bones
0.002%
4,500
–
The Directors who held office at 31 December 2024 held the
following unexercised share options in the Company as at that
date:
Option
price (£)
Number
Granted
Date
Granted
I A I Strafford-Taylor
0.22
192,950
28/07/2014
0.36
1,789,300
28/07/2014
0.36
1,535,750
28/07/2014
0.30
750,000
28/09/2016
0.29
2,000,000
01/09/2020
–
4,000
07/01/2022
–
637,500
14/12/2022
–
3,976
20/01/2023*
–
550,000
06/11/2023
–
2,024
04/12/2023
R Q M Cooper
–
4,000
07/01/2022
–
375,000
14/12/2022
–
3,976
20/01/2023*
–
300,000
06/11/2023
–
2,024
04/12/2023
*
Per IFRS 2, service period for the 2022 SIP commences before the
grant date and thus the shares are disclosed in the year in which
participants are made aware of the grant conditions which in this
case was the announcement date on 14th December 2022.
INDEMNITY INSURANCE
The Company maintains a directors and officers liability
insurance policy in respect of any legal costs that may be
incurred against the Directors in dealing with any legal claims
or investigations. The policy was in place throughout the year
and up to the date of approval of the financial statements.
CAPITAL STRUCTURE
Details of the Group's authorised and issued share capital,
together with details of the movement therein, are set out in
note 16 to the financial statements. This includes the rights and
obligations attaching to shares. There are no restrictions on the
transfer of the Company's shares. Details of major shareholders
DIRECTORS’ REPORT CONTINUED
60
EQUALS GROUP PLC
GOVERNANCE
DIRECTORS’ REPORT CONTINUED
(that hold greater than 3.0%) as at 31 December 2024 are set out
below:
Name
No. of
Ordinary
Shares held
Percentage of
issued capital
Pembar Limited
22,291,833
11.71%
Glazer Enhanced Offshore
Fund LTD
10,938,659
5.75%
Samson Rock Capital LLP
10,575,208
5.55%
Chelverton Asset
Management
6,202,500
3.26%
ENVIRONMENT
Carbon dioxide emission data has been collected for 2024
and disclosed within the ESG report. This along with further
information on environmental matters can be found in the ESG
report on pages 33 to 41.
RESEARCH AND DEVELOPMENT
The Group has continued its investment in research and
development throughout the year. A review of the work
undertaken can be found in the Chief Executive Officer's
Report on pages 9 to 12.
RISK AND RISK MANAGEMENT
The Group is exposed to various financial and operational
risks. Further details of these, including processes put in place
to mitigate these risks, are disclosed in the Risk Committee
Report on pages 45 to 48 and note 20 of the financial
statements.
STREAMLINED ENERGY AND CARBON REPORTING
(SECR)
The Group must disclose greenhouse gas emissions (GHG)
under SECR regulations, these disclosures are included in the
ESG report on page 33.
INDEPENDENT AUDITORS
Under
section
489(4)
of
the
Companies
Act
2006,
PricewaterhouseCoopers LLP will be deemed to have been
reappointed as auditors. In accordance with section 489(4) of
the Companies Act 2006 a resolution for their reappointment
will be proposed at the forthcoming AGM.
DISCLOSURE OF INFORMATION TO AUDITORS
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 Company’s
auditors are unaware; and each Director has taken all the steps
that they ought to have taken as a Director to make themselves
aware of any relevant audit information and to establish that the
Company’s auditors are aware of that information.
COMPANY POLICY ON DISABLED EMPLOYEES
The Group are committed to creating a diverse and inclusive
workplace where all individuals, regardless of disability, have
an equal opportunity to apply for and be considered for
employment. The Group recognise the value and contribution
that individuals with disabilities bring to the workplace and
are dedicated to ensuring that our recruitment process if fair,
accessible, and supportive for all applicants. Including
The Group encourage applications from individuals with
disabilities and will not discriminate against any applicant
based on disability. All applicants will be considered for
employment based on their qualifications, experience, and
ability to perform the essential functions of the role.
All employees are covered by the Groups policy if an employee
becomes disabled during their employment, irrespective of
an employee’s job role, level or length or service. This covers
employees who acquire a disability during their employment,
whether temporary or permanent, ensuring their needs are
accommodated and ensuring a supportive work environment.
The Group strive to create an inclusive and accessible work
environment where all employees, regardless of disability,
can thrive and succeed in their careers. This includes any
training needed or career development such as promotions.
POST BALANCE SHEET EVENTS
On 11 December 2024, the Board announced that they had
reached agreement on the terms of a recommended all cash
acquisition of the entire issued and to be issued ordinary share
capital of Equals (the “Acquisition”). Under the terms of the
Acquisition, Equals Shareholders shall be entitled to receive
140 pence in cash, comprising a cash consideration of 135
pence per share plus a special dividend payment of 5 pence
in cash per share (the “Special Dividend”).
The Acquisition is to be effected by means of a Court-
sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the “Scheme”) and is subject to the
terms and conditions set out in the scheme document relating
to the Acquisition (the “Scheme Document”) published on
17 December 2004.
As announced on 8 January 2025, the Scheme was approved
by the requisite majority of Scheme Shareholders at the Court
Meeting held on 8 January 2025 and the Special Resolutions
relating to the implementation of the Scheme were also
approved by the requisite majority of Equals Shareholders at
the General Meeting also held on 8 January 2025.
61
ANNUAL REPORT 2024
GOVERNANCE
As announced on 2 April 2025, the Regulatory Conditions
set out in paragraphs 3.2 to 3.7 of Part III (Conditions to the
Implementation of the Scheme and to the Acquisition) of the
Scheme Document have now been satisfied. Completion of
the Acquisition remains subject to the Court’s sanction of the
Scheme at the Court Hearing, the delivery of a copy of the
Scheme Court Order to the Registrar of Companies and the
satisfaction (or, where applicable, waiver) of the remaining
Conditions set out in Part III (Conditions to the Implementation
of the Scheme and to the Acquisition) of the Scheme
Document.
The Court Hearing to sanction the Scheme is scheduled to be
held on 10 April 2025 and subject to the satisfaction (or where
applicable, waiver) of the remaining Conditions, the Scheme is
expected to become Effective on 14 April 2025. The last day of
dealings in, and for registration of transfers of, Equals Shares
is therefore expected to be 11 April 2025, with all dealings in
Equals Shares being suspended at 7.30 a.m. on 14 April 2025.
It is also expected that the admission to trading of Equals
Shares on AIM will be cancelled with effect from 7.00 a.m. on
15 April 2025.
FUTURE DEVELOPMENT
The Group’s business activities, together with the factors likely
to affect its future development and position, are set out in the
Strategic Report on pages 7 to 25.
The Directors’ Report was approved by the Board after stock
market trading hours on 07 April 2025 and signed on its behalf by:
IAN STRAFFORD-TAYLOR
Chief Executive Officer
07 April 2025
DIRECTORS’ REPORT CONTINUED
62
EQUALS GROUP PLC
GOVERNANCE
Statement of Directors’ Responsibilities in Respect
of the Annual Report and the Financial Statements
for the year ended 31 December 2024
Statement of directors’ responsibilities in respect of the
financial statements
The directors are responsible for preparing the Equals Group
PLC Annual Report and the financial statements in accordance
with applicable law and regulation.
Company law requires the directors to prepare financial
statements for each financial year. Under that law the directors
have prepared the group and the parent company financial
statements in accordance with UK-adopted international
accounting standards.
Under company law, 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 parent company
and of the profit or loss of the group for that period. In preparing
the financial statements, the directors are required to:
• select suitable accounting policies and then apply them
consistently;
• state
whether
applicable
UK-adopted
international
accounting standards have been followed, subject to
any material departures disclosed and explained in the
financial statements;
• make judgements and accounting estimates that are
reasonable and prudent; and
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the group
and parent company will continue in business.
The directors are responsible for safeguarding the assets of the
group and parent company and hence for taking reasonable
steps for the prevention and detection of fraud and other
irregularities.
The directors are also responsible for keeping adequate
accounting records that are sufficient to show and explain the
group’s and parent company’s transactions and disclose with
reasonable accuracy at any time the financial position of the
group and parent company and enable them to ensure that
the financial statements comply with the Companies Act 2006.
The directors are responsible for the maintenance and
integrity of the parent company’s website. Legislation in the
United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other
jurisdictions.
Directors’ confirmations
In the case of each director in office at the date the directors’
report is approved:
• so far as the director is aware, there is no relevant audit
information of which the group’s and parent company’s
auditors are unaware; and
• they have taken all the steps that they ought to have
taken as a director in order to make themselves aware of
any relevant audit information and to establish that the
group’s and parent company’s auditors are aware of that
information.
IAN STRAFFORD-TAYLOR
Chief Executive Officer
07 April 2025
63
ANNUAL REPORT 2024
GOVERNANCE
Independent Auditors’ Report to the Members of
Equals Group PLC
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
OPINION
In our opinion, Equals Group PLC’s group financial statements
and company financial statements (the “financial statements”):
• give a true and fair view of the state of the group’s and of
the company’s affairs as at 31 December 2024 and of the
group’s profit and the group’s and company’s cash flows for
the year then ended;
• have been properly prepared in accordance with UK-
adopted international accounting standards as applied in
accordance with the provisions of the Companies Act 2006;
and
• have been prepared in accordance with the requirements
of the Companies Act 2006.
We have audited the financial statements, included within
the Annual Report, which comprise: the consolidated and
company statements of financial position as at 31 December
2024; the consolidated statement of comprehensive income,
the consolidated and company statements of changes in
equity and the consolidated and company statements of cash
flows for the year then ended; and the notes to the financial
statements, comprising material accounting policy information
and other explanatory information.
BASIS FOR OPINION
We conducted our audit in accordance with International
Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
Our responsibilities under ISAs (UK) are further described
in the Auditors’ responsibilities for the audit of the financial
statements section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Independence
We remained independent of the group in accordance with
the ethical requirements that are relevant to our audit of the
financial statements in the UK, which includes the FRC’s
Ethical Standard, as applicable to other listed entities of public
interest, and we have fulfilled our other ethical responsibilities
in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-
audit services prohibited by the FRC’s Ethical Standard were
not provided.
We have provided no non-audit services to the company or its
controlled undertakings in the period under audit.
MATERIAL UNCERTAINTY RELATED TO
GOING CONCERN
In forming our opinion on the financial statements, which is not
modified, we have considered the adequacy of the disclosure
made in note 3.1, “Basis of preparation”, to the financial
statements concerning the group’s and the company’s ability
to continue as a going concern. During 2024, Equals Group
plc (the “Group”) completed a strategic review, which resulted
in an agreed sale of the Group during the year, which was
subsequently approved by the shareholders on 8 January
2025. The Board expects that the transaction will complete in
Q2 2025. The directors of the group do not have certainty over
the future plans or strategy for the group as a whole under the
prospective new owners, or the financing arrangements that
will be in place. These conditions, along with the other matters
explained in note 3.1, “Basis of preparation”, to the financial
statements, indicate the existence of a material uncertainty
which may cast significant doubt about the group’s and the
company’s ability to continue as a going concern. The financial
statements do not include the adjustments that would result
if the group and the company were unable to continue as a
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 evaluation of the directors’ assessment of the group’s and
the company’s ability to continue to adopt the going concern
basis of accounting included:
• A detailed risk assessment to identify factors that could
impact the going concern basis of accounting;
• Understanding and evaluating the Group’s current financial
position and financial forecasts;
• Understanding and evaluating the Group’s current and
forecast capital and liquidity position; and.
• Evaluating the adequacy of the disclosures related to
the going concern in note 3.1 to the financial statements
which give a full and accurate description of the Directors’
assessment of going concern, including the identified risks,
dependencies, and related sensitivities.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
64
EQUALS GROUP PLC
GOVERNANCE
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF EQUALS GROUP PLC CONTINUED
OUR AUDIT APPROACH
Overview
Audit scope
• Our audit focused on where the Group made subjective judgements; for example, significant
accounting estimates involving assumptions and inherently uncertain future events.
• The Group comprises multiple subsidiary entities in the UK. Most of the Group’s accounting
systems are centralised in the corporate head office located in London.
• Our overall audit approach considered each subsidiary entity’s contribution to the Group’s
financial reporting balances.
Key audit matters
• Material uncertainty related to going concern (group and parent).
• Capitalisation of internally generated IT development costs (group and parent).
Materiality
• Overall group materiality: £1,316,722 (2023: £957,116) based on 1% of total revenue.
• Overall company materiality: £840,940 (2023: £804,710) based on 1% of total assets.
• Performance materiality: £987,542 (2023: £717,837) (group) and £630,705 (2023: £605,533)
(company).
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.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the 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) identified by the auditors, including 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, and any comments we make
on the results of our procedures thereon, 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.
In addition to going concern, described in the Material uncertainty related to going concern section above, we determined the
matters described below to be the key audit matters to be communicated in our report. This is not a complete list of all risks
identified by our audit.
Material uncertainty related to going concern is a new key audit matter this year. The measurement and recognition of the goodwill
and intangible assets arising from the acquisition of Equals Money Europe, previously known as Oonex S.A. (group), which was a
key audit matter last year, is no longer included because of the fact that there were no acquisitions during this year. Otherwise, the
key audit matters below are consistent with last year.
65
ANNUAL REPORT 2024
GOVERNANCE
Key audit matter
How our audit addressed the key audit matter
Capitalisation of internally generated IT development
costs (group and parent)
The Group capitalises, as intangible assets, certain expenditure
on the development of systems and infrastructure designed to
support its business strategy.
Determining whether expenditure qualifies for capitalisation
requires judgement, and the total expenditure capitalised in
the financial year ending 31 December 2024 amounts to £6.5m
(£6.2m during the financial years ending 31 December 2023).
When capitalising costs, management determines whether it is
probable that expected future economic benefits are attributable
to the asset, the expenditure can be reliably measured, and
the nature of expenditure qualifies for capitalisation under the
accounting standards.
Additionally, the determination of costs, particularly salaries
and other personnel related costs, that meet the criteria in IAS
38 Intangible Assets is subjective, as is the determination of the
period over which capitalised assets are amortised.
The Group’s calculations included determining the extent of
time spent by employees performing IT and non-IT roles in
developmental activities, and whether all costs are directly
attributable to the relevant projects. The Group’s disclosures
are provided in Note 10 ‘Intangible assets and goodwill’ and the
related accounting policies applied are detailed in Note 3.12.
Management’s judgements in the application of the accounting
policy is disclosed in Note 3.24B(i).
We performed the following audit procedures over the
capitalised IT development costs:
• We evaluated the design of key controls around the
capitalisation of internally generated intangible assets;
• For a sample of projects for which costs have been
capitalised, we obtained and evaluated management’s
assessment of the nature, feasibility and probable
economic benefit expected from the intangible asset and
whether the nature of expenses meet the criteria in IAS 38
Intangible Assets to be capitalised; and
• For a sample of IT development expenditure capitalised,
we inquired and obtained supporting documentation
to corroborate the value, nature of the expenditure and
assessed whether it met the criteria for capitalisation.
• We recalculated the amounts capitalised and tested the
reliability of data used within the calculation.
• We assessed the reasonableness of the useful economic
life over which costs were spread and recalculated the
amortisation charge.
• We read and assessed the disclosures in Note
10 ‘Intangible assets and goodwill’ regarding the
capitalisation of internally generated intangible assets.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements
as a whole, taking into account the structure of the group and the company, the accounting processes and controls, and the industry
in which they operate.
In establishing the overall approach to the Group audit, we scoped our work using the balances included in the consolidation
financial reporting system. We determined the type of work that needed to be performed over the subsidiary entities by us, as the
Group engagement team.
The group comprises the company and a number of subsidiaries which predominantly operate within the UK. We considered
which entities (“components”) required a full scope audit either due to being individually significant due to size or due to their
risk characteristics, including a consideration of the history of misstatements due to fraud or error, in the context of the group’s
consolidated financial statements.
Based on year-end balances, our scope for the audit of the Group’s financial statements includes the following entities which are
financially significant due to risk or size: Equals Group PLC (Parent), Equals Money PLC, Equals Money UK Limited and Equals Connect
Limited. All audit work over these subsidiary entities was performed by the Group engagement team. We then considered the
significance of other components in relation to primary statement account balances. In doing this we also considered the presence
of any significant audit risks and other qualitative factors. For the remainder, the risk of material misstatement was mitigated through
Group audit procedures including subsidiary level analytical review procedures.
The impact of climate risk on our audit
As part of our audit we made enquiries of management to understand the extent of the potential impact of climate risk on the
group’s and company’s financial statements, and we remained alert when performing our audit procedures for any indicators
of the impact of climate risk. Our procedures did not identify any material impact as a result of climate risk on the group’s and
company’s financial statements.
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF EQUALS GROUP PLC CONTINUED
66
EQUALS GROUP PLC
GOVERNANCE
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These,
together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our
audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements,
both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements – Group
Financial statements – Company
Overall materiality
£1,316,722 (2023: £957,116).
£840,940 (2023: £804,710).
How we determined it
1% of total revenue
1% of total assets
Rationale for benchmark
applied
The Group is focused on revenue growth and
therefore revenue is determined to be a key
measure of financial performance for the Group
and therefore has been used to determine
materiality.
The entity’s assets predominantly consist of
investments in their subsidiaries and are a
benchmark for financial statement users to
measure the entity’s scale and how they operate
their business. Total assets has been determined
to be a key measure and has been used to
determine materiality.
For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality.
The range of materiality allocated across components was £265,568 to £1,316,722. Certain components were audited to a local
statutory audit materiality that was also less than our overall group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of
our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in
determining sample sizes. Our performance materiality was 75% (2023: 75%) of overall materiality, amounting to £987,542 (2023:
£717,837) for the group financial statements and £630,705 (2023: £605,533) for the company financial statements.
In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment
and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range was
appropriate.
We agreed with those charged with governance that we would report to them misstatements identified during our audit above
£65,836 (group audit) (2023: £47,856) and £42,047 (company audit) (2023: £40,236) as well as misstatements below those amounts
that, in our view, warranted reporting for qualitative reasons.
REPORTING ON OTHER INFORMATION
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’
report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the
other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this
report, any form of assurance 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 an apparent material inconsistency or material misstatement, we are
required to perform procedures to conclude whether there is a material misstatement of 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 based on these responsibilities.
With respect to the Strategic report and the Directors’ Report, we also considered whether the disclosures required by the UK
Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and
matters as described below.
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF EQUALS GROUP PLC CONTINUED
67
ANNUAL REPORT 2024
GOVERNANCE
Strategic report and the Directors’ Report
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 year ended 31 December 2024
is consistent with the financial statements and has been
prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the group and
company and their environment obtained in the course of the
audit, we did not identify any material misstatements in the
Strategic report and the Directors’ Report.
RESPONSIBILITIES FOR THE FINANCIAL
STATEMENTS AND THE AUDIT
Responsibilities of the directors for the financial
statements
As explained more fully in the Statement of directors’
responsibilities in respect of the annual report and the
financial statements, the directors are responsible for the
preparation of the financial statements in accordance with the
applicable framework and for being satisfied that they give a
true and fair view. The directors are also responsible for such
internal control as they 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 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 company or to cease operations, or
have no realistic alternative but to do so.
Auditors’ 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 auditors’ 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.
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.
Based on our understanding of the group and industry, we
identified that the principal risks of non-compliance with laws
and regulations related to the Financial Conduct Authority’s
(‘FCA’) regulations, Alternative Investments Market (‘AIM’) Listing
Rules and UK tax legislation, 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 financial statements
such as the Companies Act 2006. 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 manipulate financial
performance and management bias in accounting estimates.
Audit procedures performed by the engagement team included:
• Obtaining confirmations from third parties to confirm the
existence of a sample of transactions and balances;
• Identifying and testing journal entries meeting specific
criteria;
• Review of correspondence with, and reports to, the
regulators; and
• Challenging assumptions and judgements made by
management in their significant judgements, in particular
in relation to capitalisation of costs to internally generated
intangible assets (see related key audit matter above).
There are inherent limitations in the audit procedures
described above. We are less likely to become aware of
instances of non-compliance with laws and regulations that
are not closely related to events and transactions reflected
in the financial statements. Also, the risk of not detecting a
material misstatement due to fraud is higher than the risk of
not detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery or intentional
misrepresentations, or through collusion.
Our audit testing might include testing complete populations
of certain transactions and balances, possibly using data
auditing techniques. However, it typically involves selecting a
limited number of items for testing, rather than testing complete
populations. We will often seek to target particular items for
testing based on their size or risk characteristics. In other cases,
we will use audit sampling to enable us to draw a conclusion
about the population from which the sample is selected.
A further description of our responsibilities for the audit of
the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditors’ report.
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF EQUALS GROUP PLC CONTINUED
68
EQUALS GROUP PLC
GOVERNANCE
Use of this report
This report, including the opinions, has been prepared for and
only for the company’s members as a body in accordance with
Chapter 3 of Part 16 of the Companies Act 2006 and for no other
purpose. We do not, in giving these opinions, accept or assume
responsibility for any other purpose or to any other person to
whom this report is shown or into whose hands it may come
save where expressly agreed by our prior consent in writing.
OTHER REQUIRED REPORTING
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to
you if, in our opinion:
• we have not obtained all the information and explanations
we require for our audit; or
• adequate accounting records have not been kept by the
company, or returns adequate for our audit have not been
received from branches not visited by us; or
• certain disclosures of directors’ remuneration specified by
law are not made; or
• the company financial statements are not in agreement
with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
AMENA SHAISTA
(Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
07 April 2025
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF EQUALS GROUP PLC CONTINUED
Financial statements
69
70
FINANCIAL STATEMENTS
EQUALS GROUP PLC
Consolidated Statement
of Comprehensive Income
for the year ended 31 December 2024
Note
2024
£’000
2023
£’000
Revenue on currency transactions
118,701
85,614
Banking revenue
8,682
8,350
Europe revenue
4,289
1,747
Revenue
4
131,672
95,711
Transaction and commission costs
(57,813)
(43,385)
Gross profit
73,859
52,326
Administrative expenses
5
(55,301)
(33,739)
Depreciation charge
8/9
(1,161)
(1,228)
Amortisation charge
10
(7,391)
(7,048)
Acquisition expenses*1
–
(1,377)
Total operating expenses
(63,853)
(43,392)
Operating profit
10,006
8,934
Gain on the sale of the Cash CGU
–
380
Research & development expenditure credit
187
–
Finance costs
(77)
(166)
Profit before tax
10,116
9,148
Tax charge
6
(2,711)
(1,402)
Profit after tax
7,405
7,746
Other comprehensive (expense) / income:
Items that will be reclassified subsequently to profit or loss when
specific conditions are met:
Exchange differences arising on translation of foreign operations
(2)
6
Total other comprehensive (expense) / income
(2)
6
Total comprehensive income for the year
7,403
7,752
Earnings per share
Basic
7
3.93p
4.22p
Diluted
7
3.70p
4.00p
*1 Acquisition costs represents and includes costs pursuant to acquisitions.
All income and expenses arise from continuing operations.
The notes on pages 75 to 110 form an integral part of these financial statements.
71
FINANCIAL STATEMENTS
ANNUAL REPORT 2024
Consolidated and Company
Statements of Financial Position
as at 31 December 2024
Group
Company
Note
2024
£’000
2023
£’000
2024
£’000
2023
£’000
ASSETS
Non-current assets
Property, plant and equipment
8
938
1,120
–
–
Right of use assets
9
2,450
2,881
–
–
Intangible assets and goodwill
10
45,018
45,629
–
–
Deferred tax assets
6
–
956
142
814
Investments
11
–
–
82,935
77,750
48,406
50,586
83,077
78,564
Current assets
Inventories
13
166
372
–
–
Trade and other receivables
14
13,178
13,431
735
1,398
Current tax assets
14
365
–
–
–
Derivative financial assets
19
8,077
4,760
–
–
Cash and cash equivalents
15
29,248
18,662
6
509
51,034
37,225
741
1,907
TOTAL ASSETS
99,440
87,811
83,818
80,471
EQUITY AND LIABILITIES
Equity attributable to equity holders
Share capital
16
1,904
1,866
1,904
1,866
Share premium
28,720
28,498
28,720
28,498
Share-based payment reserve
5,971
5,564
3,930
3,483
Other reserves
17
13,544
13,556
8,118
8,128
Retained earnings
13,844
8,260
18,543
22,855
63,983
57,744
61,215
64,830
Non-current liabilities
Lease liabilities
9
2,191
2,730
–
–
Deferred tax liabilities
6
769
–
–
–
2,960
2,730
–
–
Current liabilities
Trade and other payables
18
25,110
22,079
22,603
15,641
Current tax liabilities
18
–
106
–
–
Lease liabilities
9
800
750
–
–
Derivative financial liabilities
19
6,587
4,402
–
–
32,497
27,337
22,603
15,641
TOTAL EQUITY AND LIABILITIES
99,440
87,811
83,818
80,471
The notes on pages 75 to 110 form an integral part of these financial statements.
The loss after tax of the Company attributable to shareholders was £2,491k (2023: £1,719k). As permitted by section 408 of the UK
Companies Act 2006, the Company’s Income Statement has not been presented.
The financial statements on pages 70 to 110 were approved by the Board of Directors after stock market trading hours on 07 April
2025 and were signed on its behalf by:
Richard Cooper
Director, Chief Financial Officer
Company Registration number: 08922461
72
FINANCIAL STATEMENTS
EQUALS GROUP PLC
Consolidated and Company
Statements of Changes in Equity
for the year ended 31 December 2024
Group
Share
capital
£’000
Share
premium
£’000
Share-based
payment
£’000
(Accumulated
losses) /
retained
earnings
£’000
Other
reserves
(note 17)
£’000
Total
equity
£’000
At 1 January 2023
1,807
53,405
3,231
(24,148)
8,609
42,904
Profit for the year
–
–
–
7,746
–
7,746
Other comprehensive income:
Exchange differences arising on translation of foreign operations
–
–
–
–
6
6
Other items:
Share-based payment charge (note 21)
–
–
1,419
–
–
1,419
Share options exercised in year
3
–
(333)
333
–
3
Shares issued in year
50
93
–
–
143
Shares issued in relation to Roqqett acquisition
6
–
–
–
494
500
Dividends paid in year
–
–
–
(928)
–
(928)
Share premium reduction scheme
–
(25,000)
–
25,000
–
–
Share issued in relation to EMEU acquisition
–
–
–
–
3,844
3,844
Shares yet to be issued in relation to EMEU acquisition
–
–
–
–
860
860
EMEU deferred shares – non-payable
–
–
–
50
(50)
–
Transfer of Q-Money contingent liability
–
–
–
207
(207)
–
Movement in deferred tax on share-based payment reserve
–
–
1,247
–
–
1,247
At 31 December 2023
1,866
28,498
5,564
8,260
13,556
57,744
Profit for the year
–
–
–
7,405
–
7,405
Other comprehensive expense:
Exchange differences arising on translation of foreign operations
–
–
–
–
(2)
(2)
Other items:
Share-based payment charge (note 21)
–
–
2,386
–
–
2,386
Transfer of exercised and cancelled options
–
–
(1,939)
1,939
–
–
Share options exercised in year
28
222
–
–
–
250
Shares issued in relation to EMEU acquisition
10
–
–
–
(10)
–
Dividends paid in year
–
–
–
(3,760)
–
(3,760)
Movement in deferred tax on share-based payment reserve
–
–
(40)
–
–
(40)
At 31 December 2024
1,904
28,720
5,971
13,844
13,544
63,983
Company
Share
capital
£’000
Share
premium
£’000
Share-based
payment
£’000
(Accumulated
losses) /
retained
earnings
£’000
Other
reserves
(note 17)
£’000
Total
equity
£’000
At 1 January 2023
1,807
53,405
2,397
(89)
3,187
60,707
Loss for the year
–
–
–
(1,718)
–
(1,718)
Share-based payment charge (note 21)
–
–
1,419
–
–
1,419
Share options exercised in year
3
–
(333)
333
–
3
Shares issued in year
50
93
–
–
–
143
Shares issued in relation to Roqqett acquisition
6
–
–
–
494
500
Dividends paid in year
–
–
–
(928)
–
(928)
Share premium reduction scheme*
–
(25,000)
–
25,000
–
–
Acquisition of EMEU fair value increase
–
–
–
–
3,844
3,844
Acquisition of EMEU deferred consideration
–
–
–
–
860
860
EMEU deferred consideration – non-payable
–
–
–
50
(50)
–
Transfer of Q-Money contingent liability
–
–
–
207
(207)
–
At 31 December 2023
1,866
28,498
3,483
22,855
8,128
64,830
Loss for the year
–
–
–
(2,491)
–
(2,491)
Share-based payment charge (note 21)
–
–
2,386
–
–
2,386
Transfer of exercised and cancelled options
–
–
(1,939)
1,939
–
–
Share options exercised in year
28
222
–
–
–
250
Shares issued in relation to EMEU acquisition
10
–
–
–
(10)
–
Dividends paid in year
–
–
–
(3,760)
–
(3,760)
At 31 December 2024
1,904
28,720
3,930
18,543
8,118
61,215
* With Court approval, on 1 November 2023 the Group carried out a Capital Reduction moving £25 million to Retained Earnings from the Share
Premium account.
The following describes the nature and purpose of each reserve within owners’ equity:
Share capital
Amount subscribed for shares at nominal value.
Share premium
Amount subscribed for shares in excess of nominal value less directly attributable costs.
Share-based payment reserve
Proportion of the fair value of share options granted relating to services rendered up
to the balance sheet date
(Accumulated losses) / retained earnings
Cumulative profit and losses attributable to equity shareholders.
Other reserves comprise:
Merger reserve
Arising on equity settled consideration on acquisition of subsidiaries.
Contingent consideration reserve
Arising on equity based contingent consideration on acquisition of subsidiaries.
Foreign currency reserve
Arising on translation of foreign operations
The notes on pages 75 to 110 form an integral part of these financial statements
73
FINANCIAL STATEMENTS
ANNUAL REPORT 2024
Consolidated Statement of Cash Flows
for the year ended 31 December 2024
Group
Note
2024
£’000
2023
£’000
Profit before tax
10,116
9,148
Cash flows from operating activities
Adjustments for:
Depreciation
5
1,160
1,228
Amortisation
10
7,391
7,048
Share-based payment charge
5
2,386
1,419
Other non-cash items
(96)
–
Decrease / (Increase) in trade and other receivables
253
(6,415)
Increase / (decrease) in trade and other payables*1
2,283
(386)
(Increase) / decrease in derivative financial assets
19
(3,317)
856
Increase / (decrease) in derivative financial liabilities
19
2,185
(387)
Decrease / (increase) in inventories
13
206
(80)
Finance Costs
77
166
12,528
3,449
Net cash inflow
22,644
12,597
Tax receipts
–
232
Tax paid
(561)
(345)
Net cash inflow from operating activities
22,083
12,484
Cash flows from investing activities
Property, plant and equipment additions
8
(268)
(479)
Intangibles additions
10
(6,780)
(6,618)
Net cash used in investing activities
(7,048)
(7,097)
Cash flows from financing activities
Principal elements of lease payments
9
(789)
(786)
Interest paid on finance lease
9
(149)
(155)
Dividends paid
(3,761)
(928)
Proceeds from issuance of ordinary shares
250
100
Net cash outflow from financing activities
(4,449)
(1,769)
Net increase in cash and cash equivalents
10,586
3,618
Cash and cash equivalents at the beginning of the year*2
18,662
15,044
Cash and cash equivalents at end of the year*2
15
29,248
18,662
*1 The movement in deferred income relating to RDEC is excluded within the movement of trade and other payables.
*2 The cash and cash equivalents are made up entirely of cash at bank and in hand.
The notes on pages 75 to 110 form an integral part of these financial statements.
74
FINANCIAL STATEMENTS
EQUALS GROUP PLC
Company Statement of Cash Flows
for the year ended 31 December 2024
Company
2024
£’000
2023
£’000
Loss before tax
(3,818)
(2,666)
Cash flows from operating activities
Adjustments for:
Decrease in trade and other receivables
664
1,867
Increase in trade and other payables
6,961
3,604
Finance costs
–
8
Net cash inflow from operating activities
3,807
2,813
Cash flows from investing activities
Acquisition of subsidiary, net of cash acquired
–
(2,976)
Additional investment in subsidiaries
(2,799)
–
Dividend income
2,000
1,500
Net cash used in investing activities
(799)
(1,476)
Cash flows from financing activities
Dividends paid
(3,761)
(928)
Proceeds from issuance of ordinary shares
250
100
Net cash outflow from financing activities
(3,511)
(828)
Net (decrease) / increase in cash and cash equivalents
(503)
509
Cash and cash equivalents at the beginning of the year*1
509
–
Cash and cash equivalents at end of the year*1
6
509
*1 The cash and cash equivalents are made up entirely of cash at bank and in hand.
The notes on pages 75 to 110 form an integral part of these financial statements.
75
FINANCIAL STATEMENTS
ANNUAL REPORT 2024
1 GENERAL INFORMATION
The Company is a public company limited by shares and
incorporated in England and Wales and domiciled in the UK
and whose shares are admitted to trading on AIM, a market
operated by The London Stock Exchange. These consolidated
financial statements comprise the Company and its
subsidiaries (together referred to as the ‘Group’). The Group is
a financial technology (“Fintech”) provider, primarily providing
payment services.
The Company and Group’s consolidated financial statements
for the year ended 31 December 2024 were authorised for
issue after stock market trading hours on 07 April 2025 and the
Company and Group’s statement of financial position signed
by Richard Cooper (CFO) on behalf of the Board.
2 NEW STANDARDS, AMENDMENTS AND
INTERPRETATIONS TO PUBLISHED STANDARDS
New and revised accounting standards and interpretations
adopted, none of which had any material impact to the
Company and Group:
• Lease Liability in a Sale and Leaseback (Amendments to
IFRS 16) (effective date of 1 January 2024)
• Non-current Liabilities with Covenants (Amendments to
IAS 1) (effective date of 1 January 2024)
• Supplier Finance Arrangements (Amendments to IAS 7 and
IFRS 7) (effective date of 1 January 2024)
New standards, amendments and interpretations issued but
not yet effective or early adopted:
• Lack of Exchangeability (Amendments to IAS 21) (effective
date of 1 January 2025)
• Amendments to the Classification and Measurement of
Financial Instruments (Amendments to IFRS 9) (effective
date of 1 January 2026)
3 BASIS OF PREPARATION AND MATERIAL
ACCOUNTING POLICIES
The principal accounting policies applied in the preparation
of the Group and Company financial statements are set out
below. These policies have been consistently applied to all
the years presented, unless otherwise stated. The financial
statements have been prepared on a historical cost basis with
the exception of derivative financial instruments and share
option charges which are measured at fair value through profit
or loss.
3.1 Basis of preparation
These financial statements are prepared in accordance with
UK-adopted International Accounting Standards in conformity
with the requirements of the Companies Act 2006 and AIM
Regulations. These financial statements have been prepared
on a going concern basis and are presented in Sterling, the
Company and Group’s presentational currency.
IFRS requires management to make certain accounting
estimates and to exercise judgement in the process of
applying the Company and Group’s accounting policies.
These estimates are based on the Directors best knowledge
and past experience and are explained further in note 3.23.
Going concern
Details of the Group's business activities, results, cash flows
and resources, together with the risks it faces and other factors
likely to affect its future development, performance and position
are set out in the strategic report. Certain Group companies
are regulated by the Financial Conduct Authority and one
subsidiary is regulated by the National Bank of Belgium, and
perform annual capital adequacy assessments. Consideration
was given to whether there is sufficient liquidity and financing
to support the business, the post balance sheet trading of the
Group, the regulatory environment and the effectiveness of risk
management policies.
On 11th December 2024 the Board reached an agreement on
the terms of a recommended sale of the Group for all cash
consideration of 135 pence per share. The sale is to be effected
by means of a scheme of arrangement under part 26 of the
Companies Act, the scheme of arrangement was approved
by the shareholders on the 8th January 2025. The sale is still
subject to certain legal approvals, however the Board expects
these to be granted and that the transaction will complete and
the Group will de-list from the AIM in Q2 2025.
While the Board do not have any reason to believe that the
acquirer will not continue to support the Group or materially
change its activities in the next 12 months, the Board do not
have certainty over the future plans or strategy for the group as
a whole under the prospective new owners, or the financing
arrangements that will be in place and therefore the Board
have concluded that this indicates the existence of a material
uncertainty which may cast significant doubt about the Group
and the Company’s ability to continue as a going concern.
Notwithstanding this uncertainty, the Board is satisfied that the
going concern basis remains appropriate for the preparation of
the financial statements. Accordingly, the financial statements
do not include the adjustments that would result if the Group
or the Company were unable to continue as a going concern.
The financial statements are prepared on a going concern basis
and in assessing this the Board has considered the Group and
the Company’s ability to continue as a going concern for at least
12 months from the date of signing.
3.2 Basis of consolidation
The consolidated financial statements comprise the financial
statements of all Group subsidiaries as at 31 December each
year using consistent accounting policies.
Business combinations
The Group financial statements for business combinations
using the acquisition method when control is transferred to
the Group. The consideration transferred in the acquisition
is measured at fair value, as are the identifiable net assets
acquired. Any goodwill that arises is tested annually for
Notes to the Consolidated
Financial Statements
for the year ended 31 December 2024
76
FINANCIAL STATEMENTS
EQUALS GROUP PLC
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.
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group
controls an entity when it is exposed to, or has rights to,
variable returns from its involvement with the entity and has
the ability to affect those returns through its power over the
entity. In assessing control, the Group takes into consideration
potential voting rights. The acquisition date is the date on
which control is transferred to the acquirer. The financial
statements of subsidiaries are included in the consolidated
financial statements from the date that control commences
until the date that control ceases. A non-controlling interest is
recognised, representing the interests of minority shareholders
in subsidiaries not wholly owned by the Group.
Transactions eliminated on consolidation
Intra-group balances and transactions and any unrealised
income and expenses arising from intra-group transactions
are eliminated.
On publishing the Company financial statements here,
together with the Group financial statements, the Company
is taking advantage of the exemption in section 408 of the
Companies Act 2006 not to present the individual income
statement and related notes of the Company which form part
of these approved financial statements.
3.3 Foreign currency
In preparing these financial statements, transactions in
currencies other than the Company and Group’s presentational
currency (“foreign currencies”) are recorded at the rates of
exchange prevailing on the dates of the transaction. At each
statement of financial position date, monetary items in foreign
currencies are translated into the presentational currency at the
exchange rate prevailing at statement of financial position date.
Exchange differences arising on the settlements of monetary
items and on the retranslation of monetary items are included
in the consolidated statement of comprehensive income for
the year.
3.4 Revenue recognition
The Group applies IFRS 15 Revenue from Contracts with
Customers for the recognition of revenue for all revenue streams
as described further below, except where transactions are
applicable for forward transactions in International Payments
fall within the scope of IFRS 9 Financial Instruments. 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 all 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.
Interest revenue is generated as a result of growing customer
balances, with rate optimisation forming a key basis of the
pricing model for certain revenue streams (as given in note 20).
How the Group recognises revenue for its significant revenue
streams is described below.
Currency Cards – Retail and Corporate
A contract is identified when it is approved by relevant parties
and when the card is issued to the customer. Performance
obligations and transaction prices are set out in the contract.
Revenue from provision of card services is recognised over the
period in which they are provided.
ATM transaction and out-of-currency fees are constrained
to the amount not expected to be reversed. Revenue is
recognised at the point at which it is unlikely to be reversed,
typically the transaction date.
International Payments and Travel Cash
This service relates to the facility to buy and sell currency.
A contract is identified when a payment is approved by
the Group and the customer. Performance obligations and
transaction prices are set out in the contract. Revenue is
recognised on the transaction date for both spot and forward
transactions. The Group enters contracts with both customers
and collateral bank providers to eliminate FX risk on forwards,
The Group takes a spread on this contract with the customer
and recognises this as revenue under IFRS 9.
Banking
This service relates to the provision of bank account services.
A contract is identified when a customer enters an agreement
with the Group for a CardOne Banking account. Performance
obligations and transaction prices are set out in the contract.
Monthly account fees are recognised during the month the
account is provided. ATM transaction and out-of-currency fees
are recognised up to the amount not expected to be reversed.
Revenue is recognised at the point at which it is unlikely to be
reversed, typically the transaction date.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
3 BASIS OF PREPARATION AND MATERIAL
ACCOUNTING POLICIES (CONTINUED)
77
FINANCIAL STATEMENTS
ANNUAL REPORT 2024
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
Solutions
A bespoke enterprise platform aimed at large enterprises.
Revenue is derived from:
• Transaction fees, which include both inbound and
outbound flow fees. These fees are charged per transaction
and recognised at a point in time on the transaction date
when the payment is processed.
• Monthly periodic fees, which are invoiced in advance at the
beginning of each month and recognised in the period as
the service is provided.
• Onboarding fees, which are charged at the point of
account activation and recognised at a point in time, as the
performance obligation is satisfied upon the provision of
account details.
Europe
The service line for the European market comprises both
European “Solutions” and “Acquiring”.
• Acquiring enables corporates to accept card payments
from customers. Revenue is recognised in the period as the
service is performed.
• Monthly periodic fees are invoiced in advance and
recognised in the period in which services are provided.
3.5 Transaction and Commission costs
Transaction and commission costs represent the direct costs
incurred in generating revenue. How the Group recognises
these costs for its significant revenue streams (as given in note
3.4) is described below.
Transaction Costs
Transaction costs are those directly attributable to revenue-
generating activities. These include, but are not limited to:
• Direct bank charges incurred per revenue driving transaction.
• Direct transaction charges payable to card schemes for
processing card-based revenue transactions.
• Other directly attributable costs associated with facilitating
customer transactions.
Commission Costs
Commission costs comprise affiliate commissions and staff
commissions related each revenue generated transaction:
• Affiliate Commission: Affiliate commission is calculated as
a percentage of “revenue less any payment-related costs”.
• Staff Commission: Staff commission is calculated as a
percentage of “revenue less any payment-related costs and
less affiliate commission costs”.
These costs are recognised in the same period as the related
revenue in accordance with IFRS 15 Revenue from Contracts
with Customers, as they are necessary to fulfil the Group’s
performance obligations under customer contracts.
3.6 Pension costs
The Group operates a defined contribution pension scheme
and outsources the administration of the pension scheme to
a third party. The Group contributes to the pension scheme
in line with Auto-enrolment obligations as defined in the
Pensions Act 2008 and passes on the employer and employee
contributions to the pension scheme administrator on a
monthly basis. The employer contributions are recognised as
they occur through the payroll.
3.7 Share-based payments
Employees (including Directors) of the Group may receive
remuneration in the form of share-based payment transactions,
whereby employees render services as consideration for
equity instruments (equity-settled transactions). In situations
where equity instruments are issued and some or all of the
services received by the entity as consideration cannot be
specifically identified, they are measured as the difference
between fair value of the share-based payment and the fair
value of any identifiable services received at the grant date,
and therefore not at historical cost. The cost of equity-settled
transactions with employees, is measured by reference to the
fair value at the date on which they are granted. The fair value
is determined using an appropriate pricing model, further
details of which are given in note 21.
The cost of equity-settled transactions is recognised, together
with a corresponding increase in equity, over the period in
which the performance and/or service conditions are fulfilled,
ending on the date on which the relevant employees become
fully entitled to the award (“the vesting date”). The cumulative
expense recognised for equity settled transactions at each
reporting date until the vesting date reflects the extent to which
the vesting period has expired and the Group's best estimate
of the number of equity instruments that will ultimately vest.
The profit or loss charge or credit for a period represents
the movement in cumulative expense recognised as at the
beginning and end of that period.
No expense is recognised for awards that do not ultimately
vest, except for awards where vesting is conditional upon a
market condition, which are treated as vesting irrespective of
whether or not the market condition is satisfied, provided that
all other performance and/or service conditions are satisfied.
Where the terms of an equity-settled award are modified, the
minimum expense recognised is the expense as if the terms
had not been modified. An additional expense is recognised
for any modification, which increases the total fair value of the
share-based payment arrangement, or is otherwise beneficial
to the employee as measured at the date of modification.
Where an equity settled award is cancelled, it is treated as
if it had vested on the date of cancellation, and any expense
not yet recognised for the award is recognised immediately.
However, if a new award is substituted for the cancelled award,
and designated as a replacement award on the date that it is
granted, the cancelled and new awards are treated as if they
were a modification of the original award, as described in the
previous paragraph.
3 BASIS OF PREPARATION AND MATERIAL
ACCOUNTING POLICIES (CONTINUED)
78
FINANCIAL STATEMENTS
EQUALS GROUP PLC
The dilutive effect of outstanding options is reflected as
additional share dilution on the computation of earnings
per share. Where the Company grants options over its own
shares to the employees of its subsidiaries it recognises, in
its individual financial statements, an increase in the cost of
investment in its subsidiaries equivalent to the equity settled
share-based payment charge recognised.
3.8 Research and development
Research costs are expensed as incurred. Expenditure on IT
software and development is recognised as an intangible asset
only if the expenditure can be measured reliably, when the
intangible asset is technically and commercially feasible, future
economic benefits are probable, and the Group intends to and
has sufficient resources to complete development and to use
or sell the asset. Subsequent to initial recognition, development
expenditure is measured at cost less accumulated amortisation
and any accumulated impairment losses.
3.9 Treatment of research and development
expenditure credit (RDEC)
Research and development expenditure credit (RDEC) is treated
as other income in the period in which the related R&D expenditure
is incurred as defined under IAS 20 – Accounting for Government
Grants. The RDEC credit is accounted for in deferred income and
released to other income subsequently over the same period that
the intangible asset is amortised, which is 5 years.
3.10 Taxation
The tax expense comprises current tax and deferred tax.
3.11 Deferred tax
Deferred tax is recognised in respect of temporary differences
between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation
purposes. Deferred tax is not recognised for:
• temporary differences on the initial recognition of assets or
liabilities in a transaction that is not a business combination
and that affects neither accounting nor taxable profit or
loss;
• temporary differences related to investments in subsidiaries
to the extent that the Group is able to control the timing of
the reversal of the temporary differences and it is probable
that they will not reverse in the foreseeable future; and
• taxable temporary differences arising on the initial
recognition of goodwill.
The measurement of deferred tax reflects the tax consequences
that would follow the manner in which the Group expects, at
the end of the financial year, to recover or settle the carrying
amount of its assets and liabilities. Deferred tax is measured
at the tax rates that are expected to be applied to temporary
differences when they reverse, using tax rates enacted or
substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset if there is a legally
enforceable right to offset current tax liabilities and assets, and
they relate to taxes levied by the same tax authority on the
same taxable entity, or on different tax entities but they intend
to settle current tax liabilities and assets on a net basis or their
tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised for unused tax losses, tax credits
and deductible temporary differences to the extent that it is
probable that future taxable profits will be available against which
they can be utilised. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is no longer
probable that the related tax benefit will be realised.
3.12 Intangible assets and goodwill
(i) Recognition and measurement
Goodwill arising on business combinations is measured at
cost less accumulated impairment losses.
Development expenditure is capitalised but only if the
expenditure can be measured reliably, the product or process
is technically and commercially feasible, future economic
benefits are probable, and the Group intends to and has
sufficient resources to complete development and to use
or sell the asset. Otherwise, it is recognised in profit or loss
as incurred. Subsequent to initial recognition, development
expenditure is measured at cost less accumulated amortisation
and any accumulated impairment losses.
Separately acquired trademarks and licences are shown at
historical cost less accumulated impairment losses. Other
intangible assets, including customer relationships, patents
and trademarks acquired in a business combination are
recognised at fair value at the acquisition date. They have a
finite useful life and are subsequently carried at cost less
accumulated amortisation and impairment losses.
(ii) Subsequent expenditure
Subsequent expenditure is capitalised only when it increases
the future economic benefits embodied in the specific asset
to which it relates. All other expenditure, including expenditure
on internally generated goodwill and brands, is recognised in
profit or loss as incurred.
(iii) Amortisation
Amortisation is calculated to write off the cost of intangible
assets less their estimated residual values using the straight-
line method over their estimated useful lives and is generally
recognised in profit or loss. Goodwill is not amortised. The
estimated useful lives for current and comparative years are
as follows:
Customer relationships
5-11 years
Brands
5 years
Trademarks,
licences,
patented
and non-patented technology
3-10 years
Amortisation methods, useful lives and residual values are
reviewed at each reporting date and adjusted if appropriate.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
3 BASIS OF PREPARATION AND MATERIAL
ACCOUNTING POLICIES (CONTINUED)
79
FINANCIAL STATEMENTS
ANNUAL REPORT 2024
3.13 Property, plant and equipment
All property, plant and equipment is stated at cost of acquisition
or production cost less accumulated depreciation and
impairment losses. Any gain or loss on disposal of an item of
property, plant and equipment is recognised in profit or loss.
Depreciation is charged so as to write off the cost or valuation
of assets over their estimated useful lives, using the straight-line
method, on the following basis:
Plant and equipment
3-5 years
Fixtures and fittings
3-5 years
Leasehold improvements
10 years
Motor vehicles
3-5 years
3.14 Investments in subsidiaries
Investments in subsidiary undertakings are stated at cost less
impairment in value.
3.15 Inventories
Inventories comprise of stock of plastic payment cards not
yet distributed to customers. Inventories are valued at the
lower of cost and net realisable value. Cost is based on the
first-in first-out principle and includes expenditure incurred
in acquiring the inventories, production or conversion costs
and other costs in bringing them to their existing location and
condition. There are no currency amounts loaded on the stock
of cards.
3.16 Trade and other receivables
Trade receivables are recognised initially at the amount
of consideration that is unconditional unless they contain
significant financing components, when they are recognised
at fair value. The Group holds the trade receivables with the
objective to collect the contractual cash flows and therefore
measures them subsequently at amortised cost using
the effective interest method. Details about the Group’s
impairment policies and the calculation of the loss allowance
are provided in note 3.22.
3.17 Derivative financial assets and liabilities
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, which
are dealt on a matched principal basis.
3.18 Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net
amount reported in the statement of financial position if, and
only if, there is a currently enforceable legal right to offset the
recognised amounts and there is an intention to settle on a
net basis, or to realise the assets and settle the liabilities
simultaneously.
3.19 Cash and cash equivalents
These include cash in hand and deposits held at call with
banks. Any cash held on behalf of customers is segregated
from the Group’s operational cash and safeguarded in
accordance with our regulatory obligations.
The risks and rewards to the Group that arise from the holding
of customer money are principally vested with the customers.
As a result, the Group does not account for safeguarded
customer cash in the Group’s financial statements. The Group
does not have control over these monies and cannot use them
for its own operational purposes.
3.20 Trade and other payables
These are initially recognised at fair value and then carried
at amortised cost using the effective interest method. The
Group does not account for safeguarded customer cash
and the associated customer liability in the Group’s financial
statements, as the risks and rewards that arise are principally
vested with the customers.
3.21 Provisions excluding those under IFRS 9
(see note 3.22)
A provision is recognised in the statement of financial
position when the Company and Group has a present legal
or constructive obligation as a result of a past event, and it is
probable that an outflow of economic benefits will be required
to settle the obligation. If the effect is material, provisions are
determined by discounting the expected future cash flows at a
pre-tax rate that reflects the current market assessment of the
time value of money and, where appropriate, the risks specific
to the liability.
The tax currently payable is based on taxable profit for the
year. Taxable profit differs from net profit as reported in the
statement of comprehensive income because it excludes
items of income or expense that are taxable or deductible in
other years and it further excludes items that are never taxable
or deductible. The liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the
consolidated statement of financial position date.
3.22 Leases
At inception of a contract, the Group assesses whether the
contract is, or contains, a lease. A contract is, or contains,
a lease if the contract conveys the right to control the use
of an identified asset for a period of time in exchange for
consideration. To assess whether a contract conveys the right
to control the use of an identified asset, the Group uses the
definition of a lease in IFRS 16.
Contracts may contain both lease and non-lease components.
The Group allocates the consideration in the contract to the
lease and non-lease components based on their relative
stand-alone prices. However, for leases of real estate for which
the Group is a lessee, it has elected not to separate lease and
non-lease components and instead account for these as a
single lease component.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
3 BASIS OF PREPARATION AND MATERIAL
ACCOUNTING POLICIES (CONTINUED)
80
FINANCIAL STATEMENTS
EQUALS GROUP PLC
The Group recognises a Right of Use asset and a corresponding
liability at the date at which the leased asset is available for
use. Lease liabilities arising from a lease are initially measured
on a present value basis. Lease liabilities include the net
present value of the fixed payments (including in-substance
fixed payments), less any lease incentives receivable. Lease
payments to be made under reasonably certain extension
options are also included in the measurement of the liability.
The lease payments are discounted using the lessee’s
incremental borrowing rate, being the rate that the individual
lessee would have to pay to borrow the funds necessary to
obtain an asset of similar value to the Right of Use asset in a
similar economic environment with similar terms, security and
conditions.
Lease payments are allocated between principal and finance
cost. The finance cost is charged to profit or loss over the lease
period so as to produce a constant periodic rate of interest on
the remaining balance of the liability for each period.
Right of Use assets are measured at cost comprising the
following:
• the amount of the initial measurement of lease liability;
• any lease payments made at or before the commencement
date less any lease incentives received;
• any initial direct costs.
Right of Use assets are depreciated using the straight-line
basis over the lease term at a rate between 10-25%. The
Group applies the following practical expedients permitted by
the standard:
• excluding short term leases (less than 12 months) and
low-value items (less than £3,775);
There are no variable payment terms in current leases.
3.23 Impairment
A. Non-derivative financial assets
IFRS 9 offers two approaches for measuring and recognising
the loss allowance: General and Simplified. The general
approach should be applied for all financial assets subject to
impairment, except for trade receivables or contract assets
(IFRS 15) without significant financing component, for these
assets simplified approach should be applied.
The Group’s financial instruments measured at amortised
cost falling within the scope of the standard are (i) trade and
other receivables and (ii) cash and cash equivalents. While
cash and cash equivalents are also subject to the impairment
requirements of IFRS 9, the identified impairment loss was
immaterial.
Trade and other receivables
The Group applies the IFRS 9 Simplified approach, by
recognising a loss allowance based on a lifetime expected
credit loss (“ECL”) at each reporting date.
B. Non-financial assets
At each reporting date, the Group reviews the carrying
amounts of its non-financial assets (other than inventories) to
determine whether there is any indication of impairment. If any
such indication exists, then the asset’s recoverable amount is
estimated. Goodwill is tested annually for impairment.
For impairment testing, assets are grouped together into the
smallest group of assets that generates cash inflows from
continuing use that are largely independent of the cash inflows
of other assets or CGUs. Goodwill arising from a business
combination is allocated to CGUs or groups of CGUs that are
expected to benefit from the synergies of the combination. The
recoverable amount of an asset or CGU is the greater of its value
in use and its fair value less costs of disposal (“FVLCOD”). Value
in use is based on the estimated future cash flows, 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 or CGU. FVLCOD is the price
that would be received to sell an asset or CGU in an orderly
transaction between market participants at the measurement
date, less any incremental costs directly attributable to the
disposal of an asset or CGU, excluding finance costs and
income tax expense. The Group’s CGU’s for impairment testing
are defined in note 10. An impairment loss is recognised if the
carrying amount of an asset or CGU exceeds its recoverable
amount. Impairment losses are recognised in profit or loss.
They are allocated first to reduce the carrying amount of any
goodwill allocated to the CGU, and then to reduce the carrying
amounts of the other assets in the CGU on a pro-rata basis.
An impairment loss in respect of goodwill is not reversed. For
other assets, an impairment loss is reversed only to the extent
that the asset’s carrying amount does not exceed the carrying
amount that would have been determined, net of depreciation
or amortisation, if no impairment loss had been recognised.
3.24 Judgements and estimates
The preparation of the Group’s consolidated and company
financial statements requires management to make estimates,
judgements and assumptions that affect the application of
the Group’s accounting policies and the reported amounts
of assets, liabilities, income and expenses. Estimates and
underlying assumptions are reviewed on an ongoing basis.
Revisions to estimates are recognised prospectively.
A. Judgements
The judgements made in applying the Group’s accounting
policies that have the most significant effect on the amounts
recognised in the financial statements were as follows:
(i) Technology development intangibles
Development costs are capitalised based on management’s
judgements
that
the
project
is
technologically
and
economically feasible, the asset is expected to generate
future net cash inflows and a successful outcome is probable
in accordance with IAS 38 Intangible Assets. Management
judgement is required to determine the useful economic
lives of these assets and requires market and technological
knowledge in determining these.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
3 BASIS OF PREPARATION AND MATERIAL
ACCOUNTING POLICIES (CONTINUED)
81
FINANCIAL STATEMENTS
ANNUAL REPORT 2024
(ii) IFRS 16 Leases – lease term and extension options
In determining the lease term, management considers all
facts and circumstances that create an economic incentive
to exercise an extension option, or not exercise a termination
option. Extension options (or periods after termination
options) are only included in the lease term if the lease is
reasonably certain to be extended (or not terminated). All
extension options in office leases have been included in the
lease liability.
B. Assumptions and estimation uncertainties
The assumptions and estimation uncertainties at the end of
the financial year that have a significant risk of resulting in a
material adjustment to the carrying amounts of assets and
liabilities in the next financial year were as follows:
(i) Impairment of goodwill and intangibles
The Group assesses goodwill annually for impairment. The
assumptions and estimates used in the impairment test
for goodwill including the sensitivity testing are disclosed in
note 10.
3.25 Measurement of fair values
When measuring the fair value of an asset or a liability, the Group
uses observable market data as far as possible. Fair values are
categorised into different levels in a fair value hierarchy based
on the inputs used in the valuation techniques as follows:
• Level 1: quoted prices (unadjusted) in active markets for
identical assets and liabilities.
• Level 2: inputs other than quoted prices included in Level 1
that are observable for the asset or liability, either directly
(i.e., as prices) or indirectly (i.e., derived from prices).
• Level 3: inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
4 REVENUE AND SEGMENTAL ANALYSIS
Segment results are reported to the Board of Directors (being the chief operating decision maker) to assess both performance
and support strategic decisions. The Board reviews financial information on revenue for the following segments: International
Payments, Solutions, Currency Cards (both personal and corporate), Banking, Travel Cash, Europe and Central (which includes
overheads and corporate costs). Revenue is primarily derived from UK based customers.
IFRS 15 requires the presentation of disaggregated revenue from contracts with customers into categories that depict how the
nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The Group has assessed
that the disaggregation of revenue by operating segments is appropriate in meeting this disclosure requirement as this is the
information regularly reviewed by the Board, to evaluate the financial performance of the Group.
Group
International
payments
£’000
Solutions
£’000
Currency
Cards
£’000
Banking
£000
Travel Cash
£’000
Europe
£’000
Central
£’000
Total
£’000
Year ended 31
December 2024
FX
39,150
11,542
4,268
–
9
–
–
54,969
Fees
2,802
32,338
10,209
5,651
–
3,795
–
54,795
Interest
5,707
11,871
805
3,031
–
494
–
21,908*
Segment revenue
47,659
55,751
15,282
8,682
9
4,289
–
131,672
Transaction and
commission costs
(26,351)
(21,902)
(6,132)
(1,599)
–
(1,829)
–
(57,813)
Gross profit
21,308
33,849
9,150
7,083
9
2,460
-
73,859
Administrative
expenses
-
-
-
-
-
-
(55,301)
(55,301)
Depreciation charge
-
-
-
-
-
-
(1,161)
(1,161)
Amortisation charge
-
-
-
-
-
-
(7,391)
(7,391)
Research &
development credit
-
-
-
-
-
-
187
187
Finance costs
-
-
-
-
-
-
(77)
(77)
Profit / (loss) before
tax
21,308
33,849
9,150
7,083
9
2,460
(63,743)
10,116
Current assets
-
-
-
4,620
-
1,631
44,783
51,034
Non-current assets
19,565
1,652
6,193
9,979
-
11,017
-
48,406
Total liabilities
-
-
-
(1,868)
-
(685)
(32,904)
(35,457)
Net assets
19,565
1,652
6,193
12,731
-
11,963
11,879
63,983
*
Interest income is earned on safeguarded customer balances, a small immaterial % is earned on Group cash held at bank.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
3 BASIS OF PREPARATION AND MATERIAL
ACCOUNTING POLICIES (CONTINUED)
82
FINANCIAL STATEMENTS
EQUALS GROUP PLC
4 REVENUE AND SEGMENTAL ANALYSIS (CONTINUED)
Group
International
Payments
£’000
Solutions
£’000
Currency
Cards
£’000
Banking
£’000
Travel Cash
£’000
Europe
£000
Central
£’000
Total
£’000
Year ended
31 December 2023
FX
36,112
6,493
4,322
–
142
–
–
47,069
Fees
763
19,695
9,464
5,789
–
1,747
–
37,458
Interest
2,395
4,783
1,445
2,561
–
–
–
11,184
Segment revenue
39,270
30,971
15,231
8,350
142
1,747
–
95,711
Transaction and
commission costs
(22,452)
(13,280)
(5,436)
(1,353)
(92)
(772)
–
(43,385)
Gross profit
16,818
17,691
9,795
6,997
50
975
–
52,326
Administrative
expenses
–
–
–
–
–
–
(33,739)
(33,739)
Depreciation charge
–
–
–
–
–
–
(1,228)
(1,228)
Amortisation charge
–
–
–
–
–
–
(7,048)
(7,048)
Acquisition expenses
–
–
–
–
–
–
(1,377)
(1,377)
Finance costs
–
–
–
–
–
–
(166)
(166)
Gain on the sale of
the cash CGU
–
–
–
–
–
–
380
380
Profit / (loss) before
tax
16,818
17,691
9,795
6,997
50
975
(43,178)
9,148
Current assets
–
–
–
5,045
–
1,400
30,780
37,225
Non-current assets
21,048
1,956
5,164
10,341
–
11,171
906
50,586
Total liabilities
–
–
–
(1,828)
–
(1,014)
(27,225)
(30,067)
Net assets
21,048
1,956
5,164
13,558
–
11,557
4,461
57,744
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
83
FINANCIAL STATEMENTS
ANNUAL REPORT 2024
5 OPERATING PROFIT
Operating profit is stated after charging / (crediting) the following operating expenses / (income):
Note
2024
£’000
2023
£’000
Staff costs (net of expenditure capitalised)
5a
29,976
20,270
IT and telephone cost (net of expenditure capitalised)
5c
5,759
3,306
Other professional fees
5d
4,716
2,874
Compliance costs
2,449
1,508
Marketing costs
4,023
2,565
Property and office costs (net of expenditure capitalised)
5f
1,464
1,160
Travel and subsistence
846
633
Other share option related costs
3,659
28
Other
(10)
89
Sub-total, cash-based expenses
52,882
32,433
Contingent consideration
–
(459)
Share option charge
2,386
1,419
Foreign exchange loss
33
346
Sub-total, non-cash-based costs
2,419
1,306
Total administrative expenses
55,301
33,739
Depreciation of right of use assets
9
711
692
Depreciation of property, plant and equipment
8
450
536
Amortisation charge
7,391
7,048
Acquisition costs
–
1,377
Total operating expenses
63,853
43,392
5A STAFF COSTS
Number of employees
The number of employees (including Directors) was:
2024
Headcount
2023
Headcount
Administrative staff – monthly average for the year
400
341
Number of staff at the balance sheet date
399
397
2024
£’000
2023
£’000
Average wage per employee
Gross salary
57
46
All employees are employed by subsidiaries of Equals Group PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
84
FINANCIAL STATEMENTS
EQUALS GROUP PLC
5 OPERATING PROFIT (CONTINUED)
2024
£’000
2023
£’000
Wages and salaries
28,684
19,849
Social security costs
3,176
2,168
Other pension costs
1,077
739
32,937
22,756
Less: categorised in transaction and commission costs
(6,062)
(4,141)
26,875
18,615
Contractors
1,424
755
Recruiting
738
969
Training
131
145
Benefits and similar
808
368
Total staff costs included in administrative and acquisition expenses*
29,976
20,852
*
Staff costs charged in acquisition expenses is £nil (2023: £582k)
5B DIRECTORS’ REMUNERATION
Company
All bonuses and conditional bonuses, whether the conditions have been made or not, have, from 2024 onwards, been accrued.
CEO bonus
In relation to the 2023 financial year, a bonus of £498k was paid during 2024.
The CEO is entitled to a bonus of £588k in relation to 2024 should all performance conditions be met. At the date of signing these
financial statements, all of the conditions have been met and £588k was paid in March 2025. The full amount of the bonus together
with associated national insurance contributions has been accrued.
CFO bonus
In relation to the 2023 financial year, a bonus of £344k was paid during 2024.
The CFO is entitled to a bonus of £378k in relation to 2024 should all performance conditions be met. At the date of signing these
financial statements, all of the conditions have been met and £378k was paid in March 2025. The full amount of the bonus together
with associated national insurance contributions has been accrued.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
85
FINANCIAL STATEMENTS
ANNUAL REPORT 2024
5 OPERATING PROFIT (CONTINUED)
Year ended 31 December 2024
Gross Salary
£’000
Bonus paid
in 2024
£’000
Employer
Pension
£’000
Benefits
£’000
Total
Remuneration
Paid
£’000
Paid during the year
Ian Strafford-Taylor
413
727
4
113
1,257
Richard Cooper
309
514
4
35
862
Sub-total – executives
722
1,241
8
148
2,119
Non-Executive Directors
A R F Hughes
104
–
–
–
104
S A Herbert
73
–
–
–
73
C J Bones
67
–
–
–
67
Total remuneration paid
966
1,241
8
148
2,363
Year ended 31 December 2023
Gross Salary
£’000
Bonus
£’000
Employer
Pension
£’000
Benefits
£’000
Total
Remuneration
Paid
£’000
Paid during the year
Ian Strafford-Taylor
385
420
4
29
838
Richard Cooper
323
274
4
7
608
Sub-total – executives
708
694
8
36
1,446
Non-Executive Directors
A R F Hughes
93
–
–
–
93
S A Herbert
68
–
–
–
68
C J Bones
62
–
–
–
62
Total remuneration paid
931
694
8
36
1,669
The above tables have been prepared on a cash paid basis for 2024, whereas the remuneration committee report will be shown
on an accrual basis to detail out the bonuses accrued as at 31 December 2024.
2024
£’000
2023
£’000
Highest Paid Director
Gross Salary
413
385
Group
The total amount paid during 2024 to Executive Directors, when including Executive Directors of all the subsidiaries in the
consolidated Group, was £5,516k (2023: £4,065k). This included pension payments of £50k (2023: £43k). Details of CEO and CFO
bonuses accrued during the year but not paid are given in the Company disclosures above. Information about Directors’ share
options is given in note 21.
5C IT AND TELEPHONE
2024
£’000
2023
£’000
IT and telephone costs
6,364
3,859
Capitalised costs
(605)
(553)
Total IT and telephone costs included in administrative expenses
5,759
3,306
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
86
FINANCIAL STATEMENTS
EQUALS GROUP PLC
5 OPERATING PROFIT (CONTINUED)
5D PROFESSIONAL FEES
2024
£’000
2023
£’000
Professional and Court fees incurred on the capital restructuring of the
Company
–
58
Professional and advisory fees incurred on the strategic review
2,225
656
Statutory audit fees – fees payable for the Statutory audit of the Group
(note 5e)
747
493
Other professional fees
1,744
1,667
Total professional fees included in administrative expenses
4,716
2,874
Professional fees incurred on acquisitions
–
795
Less: amounts included in non-current assets
–
(131)
Total professional fees included in acquisition expenses
–
664
5E AUDIT FEES
Included in professional fees above are amounts charged by the Group’s auditors are shown exclusive of VAT are as follows:
2024
£’000
2023
£’000
Statutory audit fees
Fees payable for the current year statutory audit of the Group
529
493
Overrun fees paid for the prior year audit
119
–
Total audit fees included in professional fees
648
493
There were no non-audit fees during the current and preceding year. Audit fees are borne by Equals Group PLC.
5F PROPERTY AND OFFICE COSTS
2024
£’000
2023
£’000
Property costs, including rent, rates, service charges and utilities
2,217
1,872
IFRS 16 property lease payments and finance costs (note 9)
(753)
(697)
Total property costs included in administrative and acquisition expenses
1,464
1,175
Property costs charged in acquisition expenses is £nil (2023: £14k).
6 TAX CHARGE
The Group’s taxation charge is the composite of:
1. Corporation tax charge arising on profits in the financial year.
2. Deferred taxation arising on temporary and permanent timing differences and losses carried forward, to the extent that the
Company believes these to be recoverable from future taxable profits.
At 31 December 2024, the Group had unused tax losses available to be offset against future taxable profits of £4,371k
(2023: £12,384k). The losses can be carried forward indefinitely and have no expiry date.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
87
FINANCIAL STATEMENTS
ANNUAL REPORT 2024
6 TAX CHARGE (CONTINUED)
In addition to corporation tax, the Group paid the following taxation costs during the year:
a. Employers National Insurance contributions – £3,698k (2023: £2,683k)
b. Irrecoverable VAT – £3,187k (2023: £2,658k)
Group
2024
£’000
2023
£’000
Corporation tax charge – current year*
1,109
259
Adjustment in respect of prior year corporation tax
(83)
–
Current tax charge
1,026
259
Origination and reversal of temporary differences
407
534
Remeasurement of deferred tax asset on carry forward tax losses – current year
1,556
844
Deferred tax – prior year adjustment
(278)
(235)
Deferred tax charge
1,685
1,143
Total tax charge
2,711
1,402
* Corporation tax charge is paid under quarterly instalments, £441k has been paid up to 31 December 2024.
Factors affecting tax charge for the year
The charge for the year can be reconciled to the profit per the consolidated statement of comprehensive income as follows:
2024
£’000
2023
£’000
Profit before taxation: Continuing operations
10,116
9,148
Taxation at the UK corporation rate tax of 25% (2023: 23.5%)
2,529
2,150
Net permanent differences between tax and accounting
566
190
Adjustment in respect of prior year corporation tax
(83)
–
Net impact of R&D tax credit claim
–
(897)
Remeasure of deferred tax asset on carry forward losses – current year
1,556
844
Remeasure of deferred tax asset on carry forward losses – prior year
(278)
(235)
Effect of change in tax rates
–
194
Utilisation of tax losses for which no deferred tax asset was recognised
(23)
–
Utilisation of tax losses
(1,556)
(844)
Total tax charge for the year
2,711
1,402
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
88
FINANCIAL STATEMENTS
EQUALS GROUP PLC
6 TAX CHARGE (CONTINUED)
Movement in deferred tax balances
Group
Net balance
at 1 January
£’000
Acquired
in business
combinations
£’000
Recognised
to equity
£’000
Recognised
to profit or
loss
£’000
Net
balance at
31 December
£’000
Deferred
tax asset
£’000
Deferred
tax liability
£’000
2024
Intangibles
(4,857)
–
–
172
(4,685)
–
(4,685)
Property plant and
equipment
(235)
–
–
35
(200)
–
(200)
Equity settled share-
based payments
2,951
–
(40)
112
3,023
3,023
–
Unutilised tax losses
3,097
–
–
(2,004)
1,093
1,093
–
Deferred tax assets/
(liabilities)
956
–
(40)
(1,685)
(769)
4,116
(4,885)
Group
Net balance
at 1 January
£’000
Acquired
in business
combinations
£’000
Recognised
to equity
£’000
Recognised
to profit or
loss
£’000
Net
balance at
31 December
£’000
Deferred
tax asset
£’000
Deferred
tax liability
£’000
2023
Intangibles
(3,683)
(979)
–
(196)
(4,857)
–
(4,857)
Property plant and
equipment
(239)
–
–
4
(235)
–
(235)
Equity settled share-
based payments
1,445
–
1,247
260
2,951
2,951
–
Unutilised tax losses
4,308
–
–
(1,211)
3,097
3,096
–
Deferred tax assets/
(liabilities)
1,831
(979)
1,247
(1,143)
956
6,047
(5,092)
Company
Net balance
at 1 January
£’000
Recognised
to profit or
loss
£’000
Net
balance at
31 December
£’000
2024
Unutilised tax losses
814
(672)
142
Deferred tax assets/(liabilities)
814
(672)
142
Company
Net balance
at 1 January
£’000
Recognised
to profit or
loss
£’000
Net
balance at
31 December
£’000
2023
Unutilised tax losses
1,367
(553)
814
Deferred tax assets/(liabilities)
1,367
(553)
814
The company expects the full £142k to be utilised no more than twelve months after the reporting period.
The standard rate of corporation tax applicable to the Group for the year ended 31 December 2024 was 25%. The rate in the year
ending 31 December 2025 will be 25%. Deferred tax assets and liabilities have been recognised at the substantively enacted rate.
The Group estimates it has £4,371k of UK tax losses to be carried forward at 31 December 2024 and €4,834k of Belgian tax losses to
be carried forward at 31 December 2024.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
89
FINANCIAL STATEMENTS
ANNUAL REPORT 2024
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
6 TAX CHARGE (CONTINUED)
Assumptions and estimation uncertainties
The Group has recorded a £1,093k (2023: £3,096k) deferred tax asset in relation to brought forward and carried forward tax losses and
has a further £184k (2023: £nil) deferred tax asset unrecognised. Deferred tax assets are recognised for tax losses carried forward to
the extent that the realisation of the related tax benefit through future taxable profits is considered more likely than not.
The Group has recorded a £3,023k (2023: £2,951k) deferred tax asset in relation to share option awards outstanding at the year-end.
Deferred tax assets are recognised for share options when the share options have intrinsic value that is deductible for tax purposes.
7 EARNINGS PER SHARE
Basic earnings per share
The calculation of basic earnings per share has been based on the profit attributable to ordinary shareholders and weighted
average number of ordinary shares outstanding. The profit after tax attributable to ordinary shareholders of the Group is £7,405k (2023:
£7,746k) and the weighted average number of shares for the year was 188,354,225 (2023: 183,624,192).
Diluted earnings per share
The calculation of diluted earnings per share has been based on the profit attributable to ordinary shareholders and weighted
average number of ordinary shares outstanding, after adjustment for the effects of all dilutive potential ordinary shares. The
weighted average number of dilutive shares is 200,034,765 (2023: 193,444,728).
Basic
2024
Diluted
2024
Basic
2023
Diluted
2023
Earnings per share
3.93p
3.70p
4.22p
4.00p
90
FINANCIAL STATEMENTS
EQUALS GROUP PLC
8 PROPERTY, PLANT AND EQUIPMENT
Group
Plant and
equipment
£’000
Fixtures and
fittings
£’000
Leasehold
improvements
£’000
Motor vehicles
£’000
Total
£’000
Cost
At 1 January 2024
1,823
514
831
–
3,168
Disposals
(347)
(18)
–
–
(365)
Additions
218
17
19
14
268
At 31 December 2024
1,694
513
850
14
3,071
Accumulated Depreciation
At 1 January 2024
1,280
453
315
–
2,048
Disposals
(347)
(18)
–
–
(365)
Charge for the year
320
32
97
1
450
At 31 December 2024
1,253
467
412
1
2,133
Net book value
At 31 December 2024
441
46
438
13
938
Group
Plant and
equipment
£’000
Fixtures and
fittings
£’000
Leasehold
improvements
£’000
Motor vehicles
£’000
Total
£’000
Cost
At 1 January 2023
1,590
486
1,351
–
3,427
Acquisitions through business combinations
36
–
12
–
48
Disposals
(232)
–
(536)
–
(768)
Dissolved company disposal
(17)
–
–
–
(17)
Additions
446
28
4
–
478
At 31 December 2023
1,823
514
831
–
3,168
Accumulated Depreciation
At 1 January 2023
1,313
360
615
–
2,288
Acquisitions through business combinations
6
–
3
–
9
Disposals
(232)
–
(536)
–
(768)
Dissolved company disposal
(17)
–
–
–
(17)
Charge for the year
210
93
233
–
536
At 31 December 2023
1,280
453
315
–
2,048
Net book value
At 31 December 2023
543
61
516
–
1,120
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
91
FINANCIAL STATEMENTS
ANNUAL REPORT 2024
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
9 LEASES
Group
Right of use assets
Vehicles
£’000
Property
£’000
Total
£’000
At 1 January 2023
193
3,174
3,367
Additions to right of use assets
343
–
343
Modifications to leases
(53)
(84)
(137)
Depreciation charge for the year
(173)
(519)
(692)
At 31 December 2023
310
2,571
2,881
Additions to right of use assets
293
–
293
Modifications to leases
(13)
–
(13)
Depreciation charge for the year
(205)
(506)
(711)
At 31 December 2024
385
2,065
2,450
Lease liabilities
Vehicles
£’000
Property
£’000
Total
£’000
At 1 January 2023
182
4,015
4,197
Additions to lease liabilities
316
–
316
Lease finance expenses
18
137
155
Modification to leases*
(50)
(198)
(248)
Payments
(172)
(768)
(940)
At 31 December 2023
294
3,186
3,480
Additions to lease liabilities
293
–
293
Lease finance expenses
34
115
149
Modification to leases*
7
–
7
Payments
(185)
(753)
(938)
At 31 December 2024
443
2,548
2,991
Current lease liabilities
139
661
800
Non–current lease liabilities
304
1,887
2,191
443
2,548
2,991
*
Modifications to lease assets and lease liabilities relate to a negotiated early termination of a Bureau property lease and early termination of a
vehicle.
2024
£’000
2023
£’000
Net lease liability
528
599
92
FINANCIAL STATEMENTS
EQUALS GROUP PLC
9 LEASES (CONTINUED)
(i) Amounts recognised in the consolidated statement of comprehensive income
Group
Vehicles
2024
£’000
Property
2024
£’000
Total
2024
£’000
Vehicles
2023
£’000
Property
2023
£’000
Total
2023
£’000
Depreciation charge for right of
use assets
205
506
711
173
519
692
Lease finance expenses
33
116
149
17
138
155
Modification of lease terms – net
impact
20
–
20
3
(114)
(111)
Expense relating to short–term
and low value items leases
–
68
68
–
66
66
258
690
948
193
609
802
Included within expenses relating to low value assets, which are below the de–minimis level, are amounts relating to IT equipment
(printer and photocopiers etc) and property costs (fridges, microwaves etc). The total cash outflow for leases in 2024 was £937k
(2023: £940k) including for principal and interest.
10 INTANGIBLE ASSETS AND GOODWILL
Group
Goodwill
£’000
Trademarks,
licences,
patented and
non–patented
technology
£’000
Customer
relationships
£’000
Brands
£’000
Under
construction
£’000
Total
£’000
Cost
At 1 January 2024
23,397
39,682
8,566
455
1,108
73,208
Reclassifications
–
20
–
–
(20)
–
Additions
–
5,867
–
–
913
6,780
At 31 December 2024
23,397
45,569
8,566
455
2,001
79,988
Accumulated amortisation
At 1 January 2024
–
23,281
3,843
455
–
27,579
Charge for the year
–
6,533
858
–
–
7,391
Disposals
–
–
–
–
–
–
At 31 December 2024
–
29,814
4,701
455
–
34,970
Net book value
At 31 December 2024
23,397
15,755
3,865
–
2,001
45,018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
93
FINANCIAL STATEMENTS
ANNUAL REPORT 2024
10 INTANGIBLE ASSETS AND GOODWILL (CONTINUED)
Group
Goodwill
£’000
Trademarks,
licences,
patented and
non–patented
technology
£’000
Customer
relationships
£’000
Brands
£’000
Under
construction
£’000
Total
£’000
Cost
At 1 January 2023
13,467
30,584
4,652
455
1,374
50,532
Reclassifications
–
1,403
–
–
(1,403)
–
Additions
–
5,481
–
–
1,137
6,618
Acquisitions through business
combinations*
9,930
2,214
3,914
–
–
16,058
At 31 December 2023
23,397
39,682
8,566
455
1,108
73,208
Accumulated amortisation
At 1 January 2023
–
17,118
2,956
450
–
20,524
Acquired through business
combinations
–
7
–
–
–
7
Charge for the year
–
6,156
887
5
–
7,048
Disposals
–
–
–
–
–
–
At 31 December 2023
–
23,281
3,843
455
–
27,579
Net book value
At 31 December 2023
23,397
16,401
4,723
–
1,108
45,629
*Acquisitions through business combinations
Goodwill
£’000
Trademarks,
licences,
patented and
non-patented
technology
£’000
Customer
relationships
£’000
Total
£’000
Equals Money Europe S.A.
8,801
–
2,436
11,237
Hamer and Hamer LTD
1,129
–
1,478
2,607
Roqqett LTD
–
2,214
–
2,214
At 31 December 2023
9,930
2,214
3,914
16,058
Included within additions to ‘assets under construction’ and ‘trademarks, licenses, patented and non-patented technology’ is
£6,518k (2023: £6,206k) for internally generated software. The intangibles under construction balance consists of costs incurred
on software development projects that were not completed before the end of the financial year. IAS 36 Impairment of Assets
requires that intangible assets that are not available for use are required to be tested for impairment at least on an annual basis.
The balance at reporting date relates to additions made during the financial year, which are tested annually for impairment during
the 2024 calendar year.
Goodwill
Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units (CGUs) that are expected to
benefit from that business combination. Impairment testing of goodwill that was recognised in a business combination is required
by IAS 36 - Impairment of Assets to be performed on an annual basis or whenever indicators of impairment exist. Where goodwill
has been allocated to a cash-generating unit (“CGU”) that CGU is tested for impairment to determine whether the carrying amount
of the CGU may not be recoverable. The Group has carried out the impairment review of goodwill recognised in the following CGUs
as required by IAS 36 - Impairment of Assets:
• Banking
• International Payments (including businesses of Hermex, Eiger, Equals Connect Limited (previously Casco), the International
Payments business of CFX and Effective)
• Solutions
• EMEU
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
94
FINANCIAL STATEMENTS
EQUALS GROUP PLC
10 INTANGIBLE ASSETS AND GOODWILL (CONTINUED)
This represents the lowest level at which goodwill is monitored for internal management purposes.
As noted in note 3.1 going concern, on 11th December 2024 the Board reached an agreement on the terms of a recommended sale
of the Group for all cash consideration of 135 pence per share. The sale is to be effected by means of a scheme of arrangement
under part 26 of the Companies Act, the scheme of arrangement was approved by the shareholders on 8th January 2025.
Under IAS 36 - Impairment of Assets management must assess whether goodwill allocated to CGU’s carrying amount may not
be recoverable. In prior years the carrying amount was calculated under value in use model, in the current year due to impending
sale of the Group and there being an agreed sale price and sale costs this assessment is performed under fair value less costs
of disposal. This approach gives more reliable evidence due to the agreed sale price and being close to the year-end date and is
more beneficial for the readers of the financial statements.
Under fair value less cost of disposal, the Group have an agreed sale price of 135 pence per share, and disposal costs relating to
broker and legal costs. This amount has been allocated to each CGU based on revenue split in the 3-year forecasts for 2024-2026,
these forecasts were used in the sale documentation.
The Group has conducted a sensitivity analysis on the impairment test of the Europe CGU carrying value. This was the only CGU
that needed sensitivity disclosures under IAS 36 - Impairment of Assets. The table below summarises the changes required and
the key assumptions which would result in the recoverable value of Europe CGU being equal to the respective carry amount:
Revenue growth (CAGR)*
IAS 1 reasonably possible Existing Headroom
Sensitised headroom
Reduction in headroom
120%
84.5%
9,811
4,658
5,153
Revenue growth (CAGR)*
IAS 36
Existing Headroom
Sensitised headroom
Reduction in headroom
120%
38.7%
9,811
–
9,811
*
CAGR of 120% is based on the 3-year forecasted revenue used in the sale process of the Group. This has been modelled using the actual profile
of growth in the Solutions CGU over the historic period of 2021 to 2024. The European CGU was acquired to allow access to the European market
and extend the target addressable market for the solutions product, therefore is a reasonable proxy for growth potential.
Based on the sensitivity analyses, the Group has determined that for Europe CGU there are no reasonable possible changes to
the key assumptions which would result in the carrying value of the CGU exceeding its recoverable value at 31 December 2024
and therefore no impairment.
The recoverable amount for each CGU were as follows: £12,664k for Banking, £43,644k for Cards, £90,472k for International
Payments, £94,912k for Solutions, and £20,828k for Europe.
11 INVESTMENTS
Company – shares in subsidiary undertakings
2024
£’000
2023
£’000
Cost
At 1 January
77,750
62,902
Additions through share-based payments*
2,386
1,419
Additions through subsidiary acquisitions
2,799
13,429
At 31 December
82,935
77,750
Net Book Value
At 31 December
82,935
77,750
*
Additions through share-based payments are an expense recognised in Equals Money PLC, as the parent Company Equals Group PLC has no
payroll and therefore all employees are employed via subsidiaries.
In the opinion of the Directors the aggregate value of the Company’s investment in subsidiary undertakings is not less than the
amount included in the statement of financial position.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
95
FINANCIAL STATEMENTS
ANNUAL REPORT 2024
11 INVESTMENTS (CONTINUED)
Subsidiary undertakings
The Company holds the share capital (both directly and indirectly) of the following companies:
Subsidiary Undertaking
Company number
Country of registration or
incorporation
Shares held
Class
% Status
Equals Money PLC
05539698
England and Wales
Ordinary
100 Trading
Equals Money UK Limited
06268340
England and Wales
Ordinary
100 Trading
Equals Money International Limited
09558664
England and Wales
Ordinary
100 Trading
Equals Connect Limited*1
07131446
England and Wales
Ordinary
100 Trading
Roqqett Limited
12330839
England and Wales
Ordinary
100 Trading
Hamer and Hamer Limited*1
09347930
England and Wales
Ordinary
100 Trading
Equals Money Europe S.A.
0849.185.510
Belgium
Ordinary
100 Trading
Equals Pay LLC
7477374
United States of America
Ordinary
100 Trading
Fair Foreign Exchange Ireland Limited*1 IE537487
Ireland
Ordinary
100 Dormant
City Forex Limited*2
13518424
England and Wales
Ordinary
100 Dormant
FairFX Limited*2
14344612
England and Wales
Ordinary
100 Dormant
Spectrum Payment Services Limited*2
14344429
England and Wales
Ordinary
100 Dormant
Fair Payments Limited*2
14811356
England and Wales
Ordinary
100 Dormant
Oonex Limited*2
14476167
England and Wales
Ordinary
100 Dormant
*1 Share capital held indirectly.
*2 The UK dormant Companies are exempt from the requirement to prepare and file individual accounts by virtue of Companies Act 2006
section 394A and section 448A.
Hamer and Hamer is no longer licenced by the FCA to trade, and the company is in the process of being wound-up.
The registered office address of subsidiary undertakings is Third Floor, Thames House, Vintners Place, 68 Upper Thames Street,
London, EC4V 3BJ. They have a reporting date of 31st December.
12 ACQUISITIONS AND DISPOSALS
There were no acquisitions or disposals made in the year or up to the date of signing these financial statements.
2023 Acquisitions & Disposal
A. Acquisition of Equals Money Europe S.A.
On 4th July 2023, Equals Group PLC acquired the entire ordinary share capital of Equals Money Europe S.A. (EMEU), an authorised
payment institution regulated by the National Bank of Belgium (NBB) to enable the provision of Equals products into the European
Economic Area (EEA).
Acquiring EMEU allows the Group to bring its payments, cards and multi-currency account products to a new suite of customers
across Europe. EMEU’s ability to issue local IBANs within the Eurozone will expand the addressable market for the Group’s
platform and products.
The fair value of consideration on the date of acquisition transferred was calculated as follows:
£’000
Initial share consideration – Fair valued*
3,757
Share Consideration – Fair valued
3,757
Completion Liabilities – Cash
2,461
Contingent Share consideration – Fair valued*
987
Assumed Liabilities – Cash
1,644
Total consideration transferred
8,849
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
96
FINANCIAL STATEMENTS
EQUALS GROUP PLC
12 ACQUISITIONS AND DISPOSALS (CONTINUED)
£’000
3,939,294 new ordinary shares of 1p each in Equals Group PLC at an issue price of 81p per share
3,190
Fair Value consideration thereon
567
*Fair valued – initial share consideration
3,757
£’000
1,061,706 new ordinary shares of 1p each in Equals Group PLC at an issue price of 81p per share
860
Fair Value consideration thereon
127
*Fair valued - further contingent consideration
987
The initial consideration for the acquisition was £3,191k satisfied by the issue of 3,939,294 new ordinary shares of 1p each in
Equals Group PLC at an issue price of £0.81 per share (‘Issue Price’). Completion liabilities of £2,461k were settled on acquisition.
Further contingent consideration of up to £987k is subject to conditions due to be paid in the next six months and this was
satisfied by the issue of 1,000,000 new ordinary shares of 1p each in Equals Group PLC at an issue price of 81p per share on 4th
January 2024. Additional contingent consideration of assumed liabilities, of which £1,395k has been paid in 2024 and £169k is
expected to be settled over the next 12 months.
The recognised amounts of assets acquired, and liabilities assumed at the date of acquisition were as follows:
£’000
Property, plant and equipment
103
Intangibles – customer relationships
2,436
Cash
204
Net working capital
(2,168)
Debt
(14)
561
Deferred tax liabilities
(609)
Total identifiable net liabilities acquired
(48)
Based on the valuation of the intangibles and enacted UK corporation tax rates a deferred tax liability of £609k was recognised as
a result of the identified intangible asset.
Goodwill comprises the value to shortcut Equals EU API Licencing journey and to allow Equals to launch the full Equals Money
product for direct sales into almost every EEA state without further presence and open up significant new Solutions product
corridors. The EMEU transaction and other comparable transactions in the market typically have high Goodwill representing
the speed and security of access to the market. Management advised it could have taken Equals at least eighteen months and
significant resource and costs to independently acquire an EU API Licence.
Goodwill arising from the acquisition has been recognised as follows:
£’000
Consideration transferred
8,849
Fair value of identifiable net liabilities
(48)
Goodwill
8,801
B. Acquisition of Hamer and Hamer Limited
On 20th April 2023, Equals Money PLC, a fully owned subsidiary of the Group, acquired the entire ordinary share capital of Hamer
and Hamer Limited, an authorised payment institution regulated by the FCA, established in 2014 and has historically focused on
the provision of international payments.
The initial consideration payable was £1,500k payable in cash with a potential additional consideration of £768k depending on
future performance.
The contingent consideration will be payable in cash and is subject to a number of performance conditions, of which £19k was
paid in 2024 relating to year 1 performance conditions.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
97
FINANCIAL STATEMENTS
ANNUAL REPORT 2024
12 ACQUISITIONS AND DISPOSALS (CONTINUED)
The acquisition date fair value of consideration transferred was calculated as follows:
£’000
Cash
1,500
Consideration
1,500
Contingent consideration
768
Total consideration transferred
2,268
The recognised amounts of assets acquired, and liabilities assumed at the date of acquisition were as follows:
£’000
Property, plant and equipment
35
Intangibles – customer relationships
1,478
Cash
293
Trade and other receivables
102
Trade and other payables
(400)
1,508
Deferred tax liabilities
(369)
Total identifiable net assets acquired
1,139
Based on the valuation of the intangibles and enacted UK corporation tax rates a deferred tax liability of £369k was recognised as
a result of the identified intangible asset.
Goodwill comprises the value of expected synergies arising from the acquisition and additional value attributed by the acquirer
in relation to the future expected cash flows, which is not separately recognised. None of the goodwill recognised is expected to
be deductible for income tax purposes.
Goodwill arising from the acquisition has been recognised as follows:
£’000
Consideration transferred
2,268
Fair value of identifiable net assets
(1,139)
Goodwill
1,129
C. Acquisition of Roqqett Limited
On 6th January 2023, Equals Group PLC acquired the entire ordinary share capital of Roqqett Limited, an open-banking platform
regulated by the FCA, established in 2019 and has historically focused on open-banking software.
The acquisition will provide Equals Group with two key licenses it currently does not hold; Roqqett is authorised by the FCA as
both an AISP (Account Information Service Provider) and PISP (Payment Initiation Service Provider). This creates the ability to
provide customers with an alternative route to acquire payments from their customers, i.e. open banking services.
The initial consideration payable was £1,000k less gross liabilities of £831k and therefore £169k payable in cash. There was further
potential additional consideration of £1,250k depending on future performance and platform delivery. This was settled in full by
31 March 2024.
The contingent consideration of £1,250k is made up of three deferred payments. One of up to £250k satisfied in cash on receipt
of R&D tax credits from 2022 claim and two of £500k, one in cash and the other satisfied by the issue of ordinary shares in Equals
Group PLC at an issue price of 87.23p (five-day volume-weighted average price as of Friday 25 November 2022).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
98
FINANCIAL STATEMENTS
EQUALS GROUP PLC
12 ACQUISITIONS AND DISPOSALS (CONTINUED)
The deferred consideration has been satisfied as follows:
1. £215k was satisfied in cash on receipt of the 2022 R&D tax credit on 26th May 2023.
2. Deferred share consideration of £500k was settled via 573,197 new shares being issued at 87.23p on 8th December 2023.
3. Remaining £500k cash deferred consideration was paid on 7th March 2024.
The acquisition date fair value of consideration transferred was calculated as follows:
£’000
Cash
169
Contingent consideration
1,250
Total consideration transferred
1,419
Incidental consideration expenses
131
Total transferred
1,550
The recognised amounts of assets acquired, and liabilities assumed at the date of acquisition were as follows:
£’000
Cash
152
Trade and other receivables
238
Trade and other payables
(1,054)
Total identifiable net liabilities acquired
(664)
Intangible software arising from the acquisition has been recognised as follows:
£’000
Total transferred
1,550
Fair value of identifiable liabilities
664
Intangibles
2,214
Intangibles comprises of the Open Banking Platform Technology only. A ‘concentration test’ was applied under IFRS 3 – Business
Combinations where substantially all the fair value of gross assets acquired is concentrated in a single asset (or a group of similar
assets).
D. Disposal of Travel Cash CGU
On 14th March 2023, Equals Group PLC disposed the Travel Cash CGU from the Group to Currency Exchange Corporation Ltd,
having a predominantly B2C customer base and aligning with the objective towards being a B2B focussed payments platform.
The disposed CGU comprised of one physical travel branch operated by the Group in the City of London.
The Travel Cash CGU was disposed for an initial £250k with a further £100k subject to certain conditions being met to Currency
Exchange Corporation Ltd. The conditions attached to the further £100k was received during the year in 2024. The carrying value
of the assets disposed of were £128k shown in note 4 and consisted of right of use and intangible assets.
Gain on the disposal of the Travel Cash CGU has been recognised as follows:
£
Net IFRS 16 lease liabilities of the CGU
114,933
Proceeds from the disposal consideration
350,000
Less: associated legal and supplier termination costs
(85,210)
Gain on disposal
379,723
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
99
FINANCIAL STATEMENTS
ANNUAL REPORT 2024
13 INVENTORIES
Group
2024
£’000
2023
£’000
Finished goods
166
372
The Group’s inventories comprise of cards. Included within transaction and commission costs is a charge relating to stock of
£392k (2023: £280k) incurred in the ordinary course of business.
14 TRADE AND OTHER RECEIVABLES
Group
Company
2024
£’000
2023
£’000
2024
£’000
2023
£’000
Current assets
Trade receivables
4,479
5,642
–
–
Amounts due from Group undertakings
–
–
554
1,272
Other receivables*
3,490
4,842
48
–
Prepayments
2,563
1,789
133
126
Accrued income
3,011
1,158
–
–
13,543
13,431
735
1,398
*
Other receivables include £746k (2023: £2,627) of Collateral held at banking providers, relating to client margin.
Information about the Group’s exposure to market risk, credit risk and impairment losses for trade and other receivables is
included in note 20.
Amounts owed by group undertaking are unsecured, non-interest bearing and repayable on demand.
Group – movement in Expected Credit Loss (“ECL”)
2024
£’000
2023
£’000
Cost
Allowance for ECLs at 1 January
57
27
Released during the year
26
30
Allowance for ECLs at 31 December
83
57
The ECL allowance for the Company is £nil (2023: £nil)
15 CASH AND CASH EQUIVALENTS
Group
2024
£’000
2023
£’000
Cash at bank
29,248
18,662
16 SHARE CAPITAL
Group and Company
2024
No.
2024
£’000
2023
No.
2023
£’000
Authorised, issued and fully paid-up capital
At 1 January
186,627,898
1,866
180,712,473
1,807
Exercised in year
2,743,600
28
352,758
3
Issued in the year - SIP
–
–
1,051,176
10
Issued in year – EMEU acquisition
1,000,000
10
3,938,294
40
Issued in year – Roqqett acquisition
–
–
573,197
6
At 31 December
190,371,498
1,904
186,627,898
1,866
Weighted average number of shares
188,354,225
183,624,192
Deferred shares of 1,000,000 relating to the EMEU acquisition were issued on 4th January 2024.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
100
FINANCIAL STATEMENTS
EQUALS GROUP PLC
17 OTHER RESERVES
Group
Merger reserve*
£’000
Contingent
consideration reserve
£’000
Foreign
currency reserve
£’000
Total
£’000
At 1 January 2023
8,396
207
6
8,609
Shares issued in relation to
Roqqett acquisition
494
–
–
494
Shares issued in relation to
EMEU acquisition
3,844
–
–
3,844
Settlement of EMEU deferred
equity consideration
860
–
–
860
EMEU deferred consideration –
non-payable
(50)
–
–
(50)
Exchange differences arising on
translation of foreign operations
–
–
6
6
Transfer of Q-Money contingent
liability
–
(207)
–
(207)
At 31 December 2023
13,544
–
12
13,556
EMEU deferred consideration –
share issue
(10)
–
–
(10)
Exchange differences arising on
translation of foreign operations
–
–
(2)
(2)
At 31 December 2024
13,534
–
10
13,544
Company
Merger reserve*
£’000
Contingent
consideration reserve
£’000
Total
£’000
At 1 January 2023
2,980
207
3,187
Shares issued in relation to Roqqett acquisition
494
–
494
Shares issued in relation to EMEU acquisition
3,844
–
3,844
Settlement of EMEU deferred equity consideration
860
–
860
EMEU deferred consideration – non-payable
(50)
–
(50)
Transfer of Q-Money contingent liability
–
(207)
(207)
At 31 December 2023
8,128
–
8,128
EMEU deferred consideration – share issue
(10)
–
(10)
At 31 December 2024
8,118
–
8,118
*
The merger reserve is a non-distributable reserve created when the Group issues shares as part of a merger or acquisition as purchase
consideration. The amounts recognised here is the difference between the fair value and the nominal value of the shares issued.
18 TRADE AND OTHER PAYABLES
Group
Company
2024
£’000
2023
£’000
2024
£’000
2023
£’000
Current liabilities
Trade payables*
7,555
4,847
284
558
Amounts owing to Group undertakings
–
–
20,056
12,244
Taxation and social security
1,043
1,389
–
–
Other creditors
955
1,658
178
1,519
Accruals and deferred income
15,557
14,291
2,085
1,320
25,110
22,185
22,603
15,641
*
Trade payables include £4,815 (2023: £5,529) of client margin relating to forward contracts.
Amounts owed to group undertakings are unsecured, non-interest bearing and repayable on demand.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
101
FINANCIAL STATEMENTS
ANNUAL REPORT 2024
19 DERIVATIVE FINANCIAL ASSETS AND FINANCIAL LIABILITIES
19.1 Derivative financial assets
Financial assets at fair value through profit or loss
Fair Value
Notional
Principal
Fair Value
Notional
Principal
Group
2024
£’000
2024
£’000
2023
£’000
2023
£’000
Foreign exchange forward contracts
8,077
280,209
4,760
315,294
Total financial instruments at fair value
8,077
280,209
4,760
315,294
19.2 Derivative financial liabilities
Financial liabilities at fair value through profit or loss
Fair Value
Notional
Principal
Fair Value
Notional
Principal
Group
2024
£’000
2024
£’000
2023
£’000
2023
£’000
Foreign exchange forward contracts
6,587
271,808
4,402
311,154
Total financial instruments at fair value
6,587
271,808
4,402
311,154
20 FINANCIAL INSTRUMENTS
The Group’s financial instruments comprise cash, foreign exchange forward contracts and various items arising directly from its
operations. The main purpose of these financial instruments is to provide working capital for the Group. In common with other
businesses, the Group is exposed to the risk that arises from its use of financial instruments. The Group does not deal in any
financial instrument contracts for its own benefit. This note describes the Group’s objectives, policies and processes for managing
those risks and the methods used to measure them. Further quantitative information is found throughout these consolidated
financial statements.
20.1 Principal financial instruments
The principal financial instruments of the Group, from which financial instrument risk arises, are as follows:
Group
2024
£’000
2023
£’000
Financial instruments held at amortised cost
Cash and cash equivalents
29,248
18,662
Trade and other receivables
7,969
10,484
Trade and other payables
(7,555)
(4,847)
Lease liabilities
(2,991)
(3,480)
2024
£’000
2023
£’000
Financial instruments held at fair value through profit or loss
Derivative financial assets – Forward foreign exchange contracts
8,077
4,760
Derivative financial liabilities – Forward foreign exchange contracts
(6,587)
(4,402)
Trade and other payables generally have a maturity of less than one month.
Forward foreign exchange contracts fall into Level 2 of the fair value hierarchy as set out in note 3.24 since 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). In 2024, the unrealised gain or loss recognised in the income
statement on the fair value of financial instruments was a gain of £602k (2023: £260k). This was reported in administration costs in
the statement of comprehensive income.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
102
FINANCIAL STATEMENTS
EQUALS GROUP PLC
20 FINANCIAL INSTRUMENTS (CONTINUED)
20.2 Financial risk management objectives and policies
Credit risk
As required under IFRS 9 and IFRS 7, the Group analysed its trade debtors and split them into portfolios: bank and other financial
institutions, financial service providers and corporate customers. The Group has significant short-term receivables and security
collateral arrangements with banks and other financial institutions which are generally considered to be a low credit risk due to
the financial strength of the counterparty.
The ageing of financial assets at the statement of financial position date is as follows:
2024
On demand
Between
1 and
3 months
Between
3 and
12 months
Over
1 year
Total
Group
£’000
£’000
£’000
£’000
£’000
Trade and other receivables - gross
10,897
–
–
–
10,897
Allowance for Expected Credit Loss (ECL)
83
–
–
–
83
Trade and other receivables - net
10,980
–
–
–
10,980
Derivative financial assets
973
3,062
3,518
524
8,077
2023
On demand
Between
1 and
3 months
Between
3 and
12 months
Over
1 year
Total
Group
£’000
£’000
£’000
£’000
£’000
Trade and other receivables – gross
10,127
252
1,206
–
11,585
Allowance for ECL
57
–
–
–
57
Trade and other receivables – net
10,184
252
1,206
–
11,642
Derivative financial assets
330
1,852
2,177
401
4,760
Liquidity risk
Management of liquidity risk is achieved by monitoring budgets and forecasts and actual cash flows and available cash balances.
The daily settlement flows in respect of financial asset and liability, spot and swap contracts require adequate liquidity which is
provided through intra-day settlement facilities. Further details of the risk management objectives and policies are disclosed in
the principal risks and uncertainties section of the Strategic Report.
The table below analyses the Group’s gross undiscounted cash flows by their contractual maturity date.
2024
On demand
and within
1 month
Between
1 and
3 months
Between
3 and
12 months
Over
1 year
Total
Group
£’000
£’000
£’000
£’000
£’000
Trade and other payables
20,670
–
–
–
20,670
Derivative financial liabilities
687
2,508
2,947
445
6,587
Lease liabilities
67
133
600
2,191
2,991
2023
On demand
and within
1 month
Between
1 and
3 months
Between
3 and
12 months
Over
1 year
Total
Group
£’000
£’000
£’000
£’000
£’000
Trade and other payables
15,268
–
–
–
15,268
Derivative financial liabilities
389
1,637
2,019
357
4,402
Lease liabilities
63
125
563
2,729
3,480
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
103
FINANCIAL STATEMENTS
ANNUAL REPORT 2024
20 FINANCIAL INSTRUMENTS (CONTINUED)
Market risk
Market risk arises from the Group’s use of foreign currency. This is detailed below in the foreign currency risk section.
Interest rate risk
The Group is subject to interest rate risk as its bank balances and borrowings are subject to interest at a floating rate. However, the
Group manages its exposure to interest rate movements through a dynamic pricing model that directly links customer pricing to
the balances held with the Group.
Interest Revenue and Rate Optimisation
Interest revenue is generated as a result of growing customer balances, with rate optimisation forming a key basis of the pricing
model for certain revenue streams. When customer balances are higher, the Group generates more revenue from interest, and
therefore the pricing model reflects this by offering more favourable terms to customers. Conversely, when customer balances are
lower, pricing is adjusted to compensate for the reduced interest revenue generated from those balances. This pricing mechanism
effectively mitigates the interest rate risk by aligning customer pricing with the level of interest revenue generated.
Sensitivity Analysis
The table below shows how our interest income would be affected by a 100bps parallel shift (both up and down) applied on
average safeguarded balances held in the year for 31 December 2024 and 31 December 2023. These impacts would be mitigated
by an increase in the dynamic pricing mode to customers.
Group
+100bps
2024
£'000
-100bps
2024
£'000
+100bps
2023
£'000
-100bps
2023
£'000
Interest income sensitivity
5,857
(5,857)
4,023
(4,023)
The Group also notes that it does not hold significant floating rate debt or other financial instruments that would expose it to
interest rate risk in a manner requiring separate sensitivity disclosures.
Foreign currency risk
Foreign currency risk arises from having assets and liabilities in currencies other than sterling. The Group’s balance sheet includes
foreign currency balances placed with card issuers and foreign currency settlement partners. The sterling equivalent of foreign
currency balances with card providers at year end was £157k (2023: £154k), which is primarily made up of USD and EUR. The
Group’s foreign currency (FX) collateral with FX settlement partners is immaterial as collateral is primarily settled in sterling.
The Group does not hold any material foreign currency cash at bank on its balance sheet.
Financial instruments and fair value risk
The following table shows the carrying amount of financial assets and financial liabilities. It does not include a fair value adjustment
as the carrying amount is a reasonable approximation of fair value.
31 December 2024
Measured at
amortised cost
£’000
Measured at
fair value
£’000
Total
£’000
Financial assets
Cash and cash equivalents
29,248
–
29,248
Trade and other receivables
7,969
–
7,969
Derivative financial assets
–
8,077
8,077
37,217
8,077
45,294
Financial liabilities
Trade and other payables
7,555
–
7,555
Derivative financial liabilities
–
6,587
6,587
7,555
6,587
14,142
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
104
FINANCIAL STATEMENTS
EQUALS GROUP PLC
20 FINANCIAL INSTRUMENTS (CONTINUED)
31 December 2023
Measured at
amortised cost
£’000
Measured at
fair value
£’000
Total
£’000
Financial assets
Cash and cash equivalents
18,662
–
18,662
Trade and other receivables
10,484
–
10,484
Derivative financial assets
–
4,760
4,760
29,146
4,760
33,906
Financial liabilities
Trade and other payables
4,847
–
4,847
Derivative financial liabilities
–
4,402
4,402
4,847
4,402
9,249
All financial instruments measured at fair value are classified as level 2 financial instruments in the fair value hierarchy.
Capital management policy and procedures
The Group’s capital management objectives are:
• to ensure that the Group and Company will be able to continue as a going concern; and
• to maximise the income and capital return to the Company’s shareholders.
The Group considers its capital to include issued share capital, share premium, retained earnings, and other reserves, as presented
in the consolidated statement of financial position.
The Group manages its capital structure in accordance with regulatory and business requirements, ensuring sufficient liquidity to
support its operations while complying with externally imposed capital requirements.
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 £50k.
Equals Money PLC and Equals Connect Limited, wholly owned subsidiaries, are each subject to the following capital requirement
under the Payment Service Regulations 2009.
• either 10% of fixed overheads for the preceding year or the initial capital requirement of €25k, whichever is the higher.
Equals Money UK Limited, a wholly owned subsidiary, is subject to the following capital requirement under the Payment Service
Regulations 2009.
• either 10% of fixed overheads for the preceding year or the initial capital requirement of €323k, whichever is the higher.
Equals Money International Limited, a wholly owned subsidiary, is subject to the following capital requirement under the Electronic
Money Regulations 2011:
The Company is subject to the following externally imposed capital requirements:
• capital at least equal to 2% of the average outstanding electronic money of the institution or €350k, whichever is the higher.
The Group has complied with these requirements during the year and as at the year end.
21 SHARE OPTIONS
The Group issues equity-settled share-based payments to certain Directors and employees. Equity-settled share-based payments
are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of grant. The fair value of options
granted has been calculated with reference to the Black-Scholes option pricing model except for the new LTIP scheme offered to the
Executive Directors in 2021 and all 2022 and 2023 LTIP awards which have been calculated under the Monte Carlo pricing model as
detailed below due to various performance conditions. The fair value determined at the grant date of the equity-settled share-based
payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually
vest and adjusted for the effect of non-market based vesting conditions.
During the year ended 31 December 2024, there were a number of share-based payment transactions within the Group.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
105
FINANCIAL STATEMENTS
ANNUAL REPORT 2024
21 SHARE OPTIONS (CONTINUED)
Cancelled/replaced
Date
Granted
Exercise
price (£)
At
1 January
2024
Number
Cancelled
Number
Granted
Number
Exercised
Number
Lapsed
Number
At
31 December
2024
Number
22/07/2014
0.07
200,000
–
–
(200,000)
–
–
22/07/2014
0.22
447,750
–
–
(254,800)
–
192,950
22/07/2014
0.36
3,725,050
–
–
(400,000)
–
3,325,050
28/09/2016
0.30
283,333
–
–
(50,000)
–
233,333
28/09/2016
0.30
283,333
–
–
–
–
283,333
28/09/2016
0.30
283,333
–
–
–
–
283,333
01/09/2020
0.29
250,000
–
–
–
–
250,000
01/09/2023
0.29
250,000
–
–
–
–
250,000
01/09/2020
0.29
250,000
–
–
–
–
250,000
01/09/2020
0.29
416,667
–
–
–
–
416,667
01/09/2020
0.29
416,667
–
–
–
–
416,667
01/09/2020
0.29
416,667
–
–
–
–
416,667
18/10/2021
–
2,185,000
–
–
(2,135,000)
(50,000)
–
18/10/2021
–
1,250,000
–
–
(1,250,000)
–
–
14/12/2022
–
3,132,500
–
–
–
(30,000)
3,102,500
06/11/2023
–
2,600,000
–
–
–
(72,500)
2,527,500
Number of share
options
16,390,301
–
–
(4,289,800)
(152,500)
11,948,001
Number of SIP
awards issued but
accounted for as a
share option award
07/01/2022*
–
572,000
–
–
(4,000)
(24,000)
544,000
20/01/2023*
–
687,848
–
–
(7,952)
(27,832)
652,064
04/12/2023*
–
459,448
–
–
(6,072)
(52,624)
400,752
Total number of SIPs
1,719,296
–
–
(18,024)
(104,456)
1,596,816
Total number of
options
18,109,597
–
–
(4,307,824)
(256,956)
13,544,817
* These grants are per IFRS 2 – Share Based Payment, service period commences before the grant date and thus the shares are disclosed in the
year which participants are made aware of the grant conditions and thus the expense is accrued at the date the grant condition is communicated
to participants. Which in the case of the 2023 SIP was 6 November 2023.
In 2024, the executives have been granted performance-based share options shown in the table below.
At
1 January
2024
Cancelled
Granted
Exercised
Lapsed
At
31 December
2024
Number
Number
Number
Number
Number
Number
Ian Strafford-Taylor
- options
8,205,500
–
–
(750,000)
–
7,455,500
- SIPs
10,000
–
–
–
–
10,000
8,215,500
–
–
(750,000)
–
7,465,000
Richard Cooper
- options
1,175,000
–
–
(500,000)
–
675,000
- SIPs
10,000
–
–
–
–
10,000
1,185,000
–
–
(500,000)
–
685,000
Total - Executive Directors*
9,400,500
–
–
(1,250,000)
–
8,150,500
Employees
8,709,097
–
–
(3,057,824)
(256,956)
5,394,317
18,109,597
–
–
(4,307,824)
(256,956)
13,544,817
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
106
FINANCIAL STATEMENTS
EQUALS GROUP PLC
21 SHARE OPTIONS (CONTINUED)
At
1 January
2023
Cancelled
Granted
Exercised
Lapsed
At
31 December
2023
Number
Number
Number
Number
Number
Number
Ian Strafford-Taylor
- options
7,655,500
–
550,000
–
–
8,205,500
- SIPs
8,000
(24)
2,024
–
–
10,000
7,663,500
(24)
552,024
–
–
8,215,500
Richard Cooper
- options
1,208,334
–
300,000
(333,334)
–
1,175,000
- SIPs
8,000
(24)
2,024
–
–
10,000
1,216,334
(24)
302,024
(333,334)
–
1,185,000
Total - Executive Directors*
8,879,834
(48)
854,048
(333,334)
–
9,400,500
Employees
7,261,225
(536,464)
2,205,400
(55,304)
(165,760)
8,709,097
16,141,059
(536,512)
3,059,448
(388,638)
(165,760)
18,109,597
*
See Remuneration Committee report pages 49 to 57 for a list of current Directors’ share options.
The Group launched a new long-term incentive plan in 2021 and has made additional grants in 2022 and 2023. These plans were
announced to the stock market on 18 October 2021, 14 December 2022 and 6 November 2023. During the year, the 2021 LTIPs vested
in full. As announced on 18 October 3,385,000 options vested, but the Company elected to cash settle those shares (1,546,200)
which would have had to be sold to settle the personal tax liabilities, thus 1,838,800 shares were issued to a total of 2 Executive
Directors, 7 PDMRs and 22 other staff. The interest of the Directors was as follows:
Alan
Hughes
Sian
Herbert
Christopher
Bones
Ian Strafford-
Taylor
Richard
Cooper
Total
Interest in vested LTIPs in the Trust
(number):
Gross
–
–
–
750,000
500,000
1,250,000
Deduction for income taxes
–
–
–
(352,500)
(235,000)
(587,500)
Net shares held in trust
–
–
–
397,500
265,000
662,500
Gains made by Directors on these
options since exercise £’000
–
–
–
82
55
137
The above share options issued in Equals Group PLC have been granted to both Directors and employees of the Group. At
31 December 2024, there were unexercised share options amounting to 6% (2023: 9%) of the Company’s total issued shares. Of the
above options 8,151k (2023: 9,401k) have been granted to Directors of the Company (see Remuneration Committee report pages 49
to 57), with an additional 2,400k (2023: 3,198k) having been granted to individuals who are, or have been during the year, Directors of
wholly owned subsidiaries within the Group.
In November 2023, Equals Group PLC awarded new shares under their discretionary share incentive plan. A total of 459,448 share
options were awarded under the plan to various employees, which had a vesting period of three years from the grant date. The
shares will be awarded as 'free shares'. The estimated future grant date fair value for the basis of the FY2023 charge was £1.15, as in
accordance with IFRS 2. The actual grant date was 4th December 2023.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
107
FINANCIAL STATEMENTS
ANNUAL REPORT 2024
21 SHARE OPTIONS (CONTINUED)
Weighted average exercise price of options
The number and weighted average exercise prices of share options are as follows:
Weighted
average
exercise
price
2024
Number of
options
2024
Weighted
average
exercise
price
2023
Number of
options
2023
Outstanding at the beginning of the year
0.1272
18,109,597
0.1822
16,141,058
Granted during the year
–
–
–
3,059,448
Cancelled during the year
–
–
0.9422
(536,512)
Lapsed during the year
(0.0100)
(256,956)
(0.0100)
(165,760)
Exercised during the year
(0.0536)
(4,307,824)
(0.2487)
(388,637)
Outstanding at the end of the year
0.1530
13,544,817
0.1272
18,109,597
Exercisable at the end of the year
0.3279
6,318,001
0.3188
7,222,801
The weighted average share price for the year was £1.18 (2023: £0.99).
The fair values of share options in the relevant schemes are calculated using a Black-Scholes model. The fair value of a share award
is based on the share price at the date of the grant. Details of the inputs made into that model are disclosed in the table below.
At
1 January 2024
Granted during
year
Weighted average share price (£)
0.51
n/a
Weighted average exercise price (£)
0.21
n/a d
Weighted average expected volatility
35%
n/a b
Weighted average option life in years
5.5
n/a a
Weighted average risk-free rate
1%
n/a c
Weighted average expected dividends
None
n/a
Weighted average fair value of the options granted (£)
0.35
n/a c
The fair values of share options in the relevant schemes are calculated using a Monte Carlo model. The fair value of a share award is
based on the share price at the date of the grant. Details of the inputs made into that model are disclosed in the table below.
At
1 January 2024
Granted during
year
Weighted average share price (£)
0.93
n/a
Weighted average exercise price (£)
–
n/a d
Weighted average expected volatility
54%
n/a b
Weighted average option life in years
3.0
n/a a
Weighted average risk-free rate
3%
n/a c
Weighted average expected dividends
None
n/a
Weighted average air value of the options granted (£)
0.69
n/a d
a. Option life is an estimate of the average time expected between the issue of the options and exercise. This is calculated on
each individual tranche of options issued and varies between 3 and 10 years.
b. Expected volatility has been determined on the company share price for the same time frame as the average option life for that
tranche, this varies between 21% and 59%.
c. Risk Free rate is based on the UK gilt rate for a time period equal to the Option Life at the date of grant of the option. This varies
between 0.1% and 4.4%.
d. A summary of the exercise price and fair value of the options granted is summarised below. If the fair value of the option was
deemed to be nil it is marked accordingly.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
108
FINANCIAL STATEMENTS
EQUALS GROUP PLC
21 SHARE OPTIONS (CONTINUED)
Exercise price
(£)
Fair Value
(£)
22/07/2014
0.07
0.28
22/07/2014
0.22
0.20
22/07/2014
0.36
0.12
28/09/2016
0.30
0.13
01/09/2020
0.29
0.16
18/10/2021
–
0.62
18/10/2021
–
0.34
07/01/2022
–
0.68
14/12/2022
–
0.66
20/01/2023
–
0.87
06/11/2023
–
0.89
04/12/2023
–
1.15
For the options outstanding at 31 December 2024, the weighted average fair values and the weighted average remaining
contractual lives (being the time period from 31 December 2023 until the lapse date of each option) are set out below:
Weighted average
fair value of options
outstanding (£)
Weighted average
remaining contractual
life (years)
Historic Share Schemes Pre 2021
0.14
2.02
2021 Long-term Incentive Plan - SLT
0.62
7.02
2022 Long-Term Incentive Plan - SLT
0.66
7.96
2022 Long-term Incentive Plan - Exec
0.66
7.96
2022 Share Incentive Plan
0.88
8.06
2023 Long-Term Incentive Plan - SLT
0.89
8.84
2023 Long-Term Incentive Plan - Exec
0.89
8.84
2023 Share Incentive Plan
1.15
8.93
The SBP charge expensed to the statement of comprehensive income is £2,386k (2023: £1,419k), and Employers National
Insurance costs on the 2021 LTIP exercise expenses to the statement of comprehensive income is £2,290k (2023 £nil). During
the year the Group recognised an Employers National Insurance accrual expensed to the statement of comprehensive income
of £1,300k (2023: £nil). During the year the Group recognised a £72k increase (2023: £1,507k increase) in deferred tax assets in
relation to unexercised share options. Of this amount, £112k was recognised in the current year’s tax credit (2023: £260k tax credit)
and £40k deduction (2023: £1,247k increase) taken to equity.
22 FINANCIAL COMMITMENTS AND GUARANTEES
The Group has no significant financial commitments or guarantees for 2024 and 2023 year-end.
23 RELATED PARTY TRANSACTIONS
The related parties of the Group and related companies under IAS 24 Related Party Disclosures are the Group’s key management
personnel.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
109
FINANCIAL STATEMENTS
ANNUAL REPORT 2024
23 RELATED PARTY TRANSACTIONS (CONTINUED)
Key Management Personnel
Key management personnel are those responsible for controlling and directing the activities of the Group and comprise the
Executive Directors, the Non-Executive Directors and members of the Executive Management personnel. Key management
personnel compensation paid during the year is as follows:
2024
£’000
2023
£’000
Salaries, fees and other short-term employee benefits
7,023
4,978
Post-employment benefits
64
50
7,087
5,028
Key management personnel share-based payment expense for all existing and new share schemes:
2024
£’000
2023
£’000
Share–based payment expense
1,524
737
Company
Intercompany transactions and balances with the rest of the Group:
Due from
2024
£’000
Due to
2024
£’000
Due from
2023
£’000
Due to
2023
£’000
Balance sheet
Equals Money PLC
–
(19,252)
–
(11,531)
Equals Money International
Limited
192
–
192
–
Equals Money UK Limited
–
(779)
–
(500)
Roqqett Limited
–
(25)
1,079
–
Equals Money Europe S.A.
362
–
–
(214)
554
(20,056)
1,271
(12,245)
The intercompany balances within the Group are unsecured, non-interest bearing and repayable on demand.
Year ended 31 December 2024
Number of
transactions
Value of
Transactions
£
Revenue
Generated
£
Ian Strafford-Taylor
8
121,091
101
Richard Cooper
9
833,180
282
17
954,271
383
Year ended 31 December 2023
Number of
transactions
Value of
Transactions
£
Revenue
Generated
£
Ian Strafford-Taylor
3
50,339
38
Richard Cooper
2
70,000
7
5
120,339
45
The Group engaged in trading transactions for payment services with directors of Company. The transactions were conducted on
commercial terms consistent with those that the Group offers to its employees and therefore is considered to be at arm's length.
24 ULTIMATE CONTROLLING PARTY
The Directors consider Equals Group PLC to be the ultimate controlling party of the Group.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
110
FINANCIAL STATEMENTS
EQUALS GROUP PLC
25 POST BALANCE SHEET EVENTS
On 11 December 2024, the Board announced that they had reached agreement on the terms of a recommended all cash
acquisition of the entire issued and to be issued ordinary share capital of Equals (the “Acquisition”). Under the terms of the
Acquisition, Equals Shareholders shall be entitled to receive 140 pence in cash, comprising a cash consideration of 135 pence per
share plus a special dividend payment of 5 pence in cash per share (the “Special Dividend”).
The Acquisition is to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act
2006 (the “Scheme”) and is subject to the terms and conditions set out in the scheme document relating to the Acquisition (the
“Scheme Document”) published on 17 December 2004.
As announced on 8 January 2025, the Scheme was approved by the requisite majority of Scheme Shareholders at the Court
Meeting held on 8 January 2025 and the Special Resolutions relating to the implementation of the Scheme were also approved by
the requisite majority of Equals Shareholders at the General Meeting also held on 8 January 2025.
As announced on 2 April 2025, the Regulatory Conditions set out in paragraphs 3.2 to 3.7 of Part III (Conditions to the Implementation
of the Scheme and to the Acquisition) of the Scheme Document have now been satisfied. Completion of the Acquisition remains
subject to the Court’s sanction of the Scheme at the Court Hearing, the delivery of a copy of the Scheme Court Order to the
Registrar of Companies and the satisfaction (or, where applicable, waiver) of the remaining Conditions set out in Part III (Conditions
to the Implementation of the Scheme and to the Acquisition) of the Scheme Document.
The Court Hearing to sanction the Scheme is scheduled to be held on 10 April 2025 and subject to the satisfaction (or where
applicable, waiver) of the remaining Conditions, the Scheme is expected to become Effective on 14 April 2025. The last day of
dealings in, and for registration of transfers of, Equals Shares is therefore expected to be 11 April 2025, with all dealings in Equals
Shares being suspended at 7.30 a.m. on 14 April 2025. It is also expected that the admission to trading of Equals Shares on AIM
will be cancelled with effect from 7.00 a.m. on 15 April 2025.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTINUED
Equals Group Plc
Third Floor, Thames House
Vintners Place
68 Upper Thames Street
London, EC4V 3BJ
England