ANNUAL REPORT & ACCOUNTS
2024
2024 Annual Report and Accounts | 1
Directors
Steve Baldwin (Chair)
James van den Bergh (Chief Executive Officer)
Penny Judd (Non-Executive Director)
Paul Dentskevich (Non-Executive Director)
Anders Wilhelmsen (Non-Executive Director)
Company Secretary
Ocorian Secretaries (Jersey) Limited
Registered Office
26 New Street
St Helier
Jersey
JE2 3RA
Business Address
120 Regent Street
London
W1B 5FE
Registered Number
125245
Auditor
Crowe UK LLP
55 Ludgate Hill
London
EC4M 7JW
Nominated Adviser and Broker
Liberum Capital Limited
25 Ropemaker Street
London
EC2Y 9LY
Advisers
Travers Smith LLP (Solicitors – UK law)
10 Snow Hill
London
EC1A 2AL
Ogier (Solicitors – Jersey law)
44 Esplanade
St Helier
Jersey
JE4 9WG
Equiniti (Jersey) Limited (Registrar)
26 New Street
St Helier
Jersey
JE2 3RA
Strategic Report
2024 Highlights
2
Company Overview
3
Chair’s Statement
4
CEO’s Review
6
Oxygen Review
8
Satago Review
10
Playstack Review
12
CFO’s Review
14
Corporate Governance
Board of Directors
18
Corporate Governance Statement
20
Audit Committee Report
23
Nomination Committee Report
24
Remuneration Committee Report
26
Report of the Directors
28
Compliance and Risk Report
30
ESG and Sustainability Report
33
Financial Statements
Report of the Independent Auditor
36
Consolidated Statement of Comprehensive Income
41
Company Statement of Comprehensive Income
42
Consolidated Statement of Financial Position
43
Company Statement of Financial Position
44
Consolidated Statement of Changes in Equity
45
Company Statement of Changes in Equity
47
Consolidated Statement of Cash Flows
48
Company Statement of Cash Flows
49
Notes to the Consolidated Financial Statements
50
Company
Information
For the year ended
31 December 2024
Contents
2 |
2024 Highlights
203%
REVENUE GROWTH
£6.7m
EBITDA
£55.0m
REVENUE
2 |
£11.1m
96% DROP THROUGH OF NET REVENUE TO
ADJUSTED EBITDA GAIN OF
£13.8m
CASH GENERATED BY OPERATING ACTIVITIES
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
2024 Annual Report and Accounts | 3
Since 2017, TruFin has identified
and nurtured innovative UK
fintech companies, giving them
the resources to deliver world-
class products and services
while targeting meaningful long-
term value for our businesses,
customers and shareholders.
With offices in London, Birmingham,
Europe and the USA, our companies
Oxygen Finance Limited (“Oxygen”)
and Satago Finance Solutions
Limited (“Satago”) provide
technology and niche lending
solutions to thousands of UK and
European businesses. We also own
the UK’s leading games publisher,
Playstack Limited (“Playstack”).
TruFin invests at the early stage
of a company’s lifecycle, guiding
it towards sustainable growth,
profitability and, ultimately, an exit.
Visit our website www.trufin.com
Company Overview
Investing in cutting edge
finance and technology:
creating long-term
value and significant
shareholder returns
4 |
“2024 marked a maturing
of the Group: moving
from loss to profit
and meaningful cash
generation.”
It was not an easy year in which to thrive. Following
the change of UK government in July 2024, the
modest GDP growth in the first half of the year
proved short-lived, with the economy contracting
for most of the second half. Other indicators also
highlighted sluggish economic activity. Meanwhile,
fears over the impact of an increased national
living wage, greater taxation in the form of higher
employers’ National Insurance Contributions (NICs)
and uncertainty over future tax rises stymied
investment decisions across the UK. Despite initial
US stock market euphoria, it was increasingly
clear that President Trump’s reign would increase
uncertainty.
Despite this difficult background, TruFin delivered
a phenomenal financial performance during
2024 and is exceptionally well-positioned for
the year ahead.
Thanks to a banner year at Playstack, the Group
grew revenues by 203%. Playstack itself increased
revenues by 455% after a number of highly
successful game launches. Meanwhile, Oxygen
once again contributed to the top and bottom lines,
highlighting the incredible visibility of the business.
I was particularly pleased that the transition to new
leadership for Oxygen was seamless, with Vicki
Sloane taking over as CEO. Crucially, Satago took
the difficult decision to significantly realign its cost
base after losing its Tier-1 Bank contract, giving it a
platform from which to rebuild during 2025.
As a result of these great performances from
our three subsidiaries, the Group significantly
outperformed internal and market expectations
(as set out at the start of 2024) which led to us
recording our first full year of profit – a year earlier
than anticipated. PBT and EBITDA also significantly
exceeded expectations, and the cash balance at
year end also beat predictions. These achievements
are a testament to the skill and rapid decision-
making of our people and their exceptional vision.
Chair’s Statement
STRATEGIC REPORT
Steve Baldwin,
Chair
I am pleased to present TruFin’s Annual
Report and Accounts for 2024. I am
also delighted to report that the past
12 months saw the Group reach a
significant inflection point – delivering
our first full year of profit with
Adjusted PBT of £0.9m versus a loss of
£6.6m in 2023.
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
2024 Annual Report and Accounts | 5
Underpinning these superb results are the
investments the Group has made over recent years.
Playstack’s standout game launches this year –
Balatro and Abiotic Factor – were part of a pipeline
developing over 24 months. The oversubscribed
fundraise in June 2023 and subsequent investment
by the Group were crucial to their development
and success. It is particularly pleasing to reward
shareholders’ faith in the Group by showcasing the
value that their investment has generated.
Over the past three years, the Group has
strategically focused on diversifying its revenue
streams, shifting away from lending revenue
towards recurring revenue and other licence‑based
income. This strategy has proven highly successful.
As a result, more than 98% of the Group’s revenue
now comes from recurring revenue sources and
game royalties – nearly double the proportion
recorded three years ago.
2024 marked TruFin’s maturation: moving from loss
to profit and generating cash for the first time. We
have therefore entered 2025 with great optimism
and clear goals. While recent global events warrant
some caution, our diversified revenue base – with
over 80% of our income derived from international
sources – has reduced our exposure to potential
fiscal challenges in the UK.
With Playstack firing on all cylinders, Oxygen
delivering with metronomic consistency, and Satago
reset for future growth, we have never been more
confident in the Group’s ability to deliver significant
shareholder value.
As always, I would like to thank all our staff for their
commitment and hard work, and our shareholders
for their faith in us and continued support.
Steve Baldwin
Chair
25 March 2025
Highlights for 2024 include:
TruFin recording revenue growth of
203% and its first full year of profit
and cash generation
Oxygen delivering yet another year
of new client wins, EBITDA growth of
81%, and appointing Vicki Sloane as
CEO
Playstack publishing Balatro, Winner
of Best Independent Game, Best
Mobile Game and Best Debut Indie
Game at the Game Awards, and
building a highly diversified pipeline
of games for release in the coming
years
Satago responding rapidly to a Tier-1
Bank’s decision to no longer prioritise
the Satago platform. Resetting its
cost base and winning a contract
with a UK specialist lender
The Group is well positioned to
deliver further profitable growth in
2025 and beyond.
6 |
Pinpointing the precise moment when a business
transitions from loss-making to profit-generating
can be challenging, as numerous dynamic factors
are at play. Navigating this shift requires careful
consideration of working capital assumptions
and investment decisions. Crucially, this must be
approached with a balanced focus—not only on
short-term optimisation but also on the strategic
investments essential for securing long-term success.
As such, I am delighted that in 2024 we achieved
our first full year of profitability whilst investing
significantly in the future. No compromises were
made. This was made possible by the successful
£7.6m fundraising in June 2023, which was strongly
supported by our shareholders. The proceeds
enabled us to invest in our three businesses,
exceed expectations, and expand our pipeline of
opportunities.
I am delighted to have fulfilled our two core
commitments: first, achieving full-year profitability,
and second, reaching this milestone without
requiring additional shareholder capital. With a
£14.9m cash balance at year-end, we face the future
on a very secure footing.
2024 Group performance
Group revenue increased 203% year-on-year to
£55.0m. Of this, 98% came from recurring software
sales, game revenues and licensing fees, evidencing
the continued success of TruFin’s strategic pivot
away from lending and also to more international
revenue streams.
Key growth drivers during the period included an
impressive 455% revenue increase at Playstack. This
incredible achievement was driven by two standout
game launches: Balatro and Abiotic Factor. With
seven games due out in 2025, Playstack is in a very
enviable position.
In March 2024, TruFin first announced that it was
due to complete a sale of IP and assets relating to
Playstack’s augmented reality and gamification
AdTech platform “Interact” to VCI Global Ltd
(“VCI”). I am disappointed to say that despite
numerous efforts to engage with VCI, there has
been no response, such that we have terminated
the transaction and retain our right to seek
reimbursement for costs incurred.
Meanwhile Oxygen’s core Early Payment business
grew by 28% year-on-year, generating 72% of the
subsidiary’s total revenue. It is a proud moment to
see the team deliver yet again, despite a mid-year
CEO’s Review
James van den Bergh,
Chief Executive Officer
STRATEGIC REPORT
“I am very pleased
to have delivered on
our two fundamental
commitments. Firstly, that
we would achieve full year
profitability. Secondly, that
we would not need further
shareholder capital to
achieve profitability.”
2024 was a banner year for TruFin.
Despite an unsettling macroeconomic
and corporate climate, TruFin
recorded growth of 203% and our
first full year of profit – a year ahead
of market expectations.
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
2024 Annual Report and Accounts | 7
management change. It is years like this where the
resilience of the business model shines through.
It may be surprising to hear that I am also proud
of Satago’s performance. During 2024 the team
faced the totally unexpected loss of their five-year
contract with a Tier-1 Bank. Consequently, they had
the very difficult task of realigning the cost base,
more than halving the workforce. At the same time
they kept the business running and the pipeline
expanding.
Anyone can look like a hero when a business is
growing; however, it is the hard decisions taken
and executed when a business faces difficulty
that count. Having tackled adversity, Satago is
now positioned to deliver on its potential over the
coming years.
At year-end the Group had a cash balance of
£14.9m (including cash of £1.3m in Satago, which is
not 100% owned). As such, unrestricted cash was
£13.6m.
Current trading and prospects
TruFin has made an excellent start to 2025, with
Group revenues for January and February expected
to be not less than £14.8m – a 145% increase over
the same period in 2024. It is important to note that
Playstack’s Balatro release contributed significantly
to 2024 revenues, making this year’s continued
growth particularly gratifying.
As we have repeatedly said, profitable growth and
value crystallisation are integral to TruFin’s purpose
and vision. Following the outstanding 2024 and
strong performance in early 2025, the Group’s
vision is becoming realised.
Outlook
With 2024 marking the first year of profitability,
2025 is set to be the year of improving profitability
and ensuring our subsidiaries are match fit for the
next period of value crystallisation.
At Group level we are full of confidence. All our
businesses are fully funded and we have a clear
track record of assisting our subsidiaries move from
loss to profit.
Market-leader Oxygen is focused on continually
delivering exceptional service to its large and
growing customer base. It is particularly pleasing
to see 2023’s significant investments in technology
and people bear fruit. Given the significant
investment required to scale an Early Payment
business, it is not surprising that Oxygen does
not currently have any significant competitors.
However, the team stands ready and, should
another horse enter the race, we are confident that
Oxygen will, yet again, outpace it.
Satago is looking forward to working with more
innovative and forward-thinking partners as it
capitalises on platform upgrades made during the
Tier-1 Bank’s integration. Its Embedded Finance
subscription services are proving popular, and we
look forward to updating shareholders with news on
new partners in the coming months.
Finally, following Playstack’s first full year of
profitability in 2024, a second consecutive year of
profitability in 2025 will prove that it was far from
a one‑off. Rather, it heralds a period of exceptional
yet disciplined growth for Playstack.
The key will be remaining focused on the data, hit
ratios, returns on invested capital and internal rates
of return. Unglamorous it may be, but it is data –
alongside exceptional talent – that makes Playstack
stand out from the pack. We are only just beginning
to see where Playstack can go.
TruFin has earned a reputation for doing what it
says it will do, even when that is difficult. We have
built lasting relationships with our customers and
partners and deliver services tailored to their needs.
If we continue to do so we will inevitably deliver
further shareholder value – our ultimate goal.
There has been much Board discussion about
excess capital – a luxury not previously enjoyed.
TruFin will continue to allocate capital efficiently
and invest in its subsidiaries, including potentially
making targeted acquisitions focused on meeting
our core goals of scaling profitability and
maximising long-term value for shareholders.
Once again, on behalf of the Board, our staff,
partners and stakeholders I would like to extend
my thanks to our shareholders for their continued
support.
2024 was the start of a new chapter of profitability
for TruFin. I am looking forward to building on the
strong foundations now in place.
James van den Bergh
Chief Executive Officer
25 March 2025
8 |
8 |
“2024 has been a
landmark year for
Oxygen Finance,
with both our Early
Payment and SaaS
divisions achieving
record revenues
and our first EBIT
profit. As we begin 2025,
I am confident that our strong
momentum will only continue.”
Vicki Sloane, CEO
STRATEGIC REPORT
25%
(EARLY PAYMENT REVENUE GROWTH 28%)
REVENUE GROWTH
+81%
EBITDA GROWTH TO £2.3M
19,000
FREEPAY SUPPLIERS
£529M
+37%
NEW SIGNED SPEND PASSES £0.5BN
Oxygen review
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
The strong fundamentals and operational gearing
of our business give us confidence that double-digit
growth in our recurring revenue streams and profit
will continue. With more than 82% of the next five
years’ EP revenues already contracted, we are well
placed to achieve this.
Ongoing fiscal constraints make Oxygen’s Early
Payment programmes an appealing option for local
authorities to make savings, and a popular alternative
to traditional funding for suppliers. As a result,
interest in our Early Payment programmes remains
strong.
The publication of 18-month procurement pipelines
mandated by The Procurement Act 2023 is likely to
increase competition for public contracts, making our
SaaS Insights’ Pre-Procurement intelligence product
indispensable as traditional advantages from close
procurement team relationships diminish. We have
also started to realise synergies from our acquisition
of BidStats in November 2023 and expect these
cross-selling opportunities to continue in 2025.
By focusing on our core business and leveraging
strategic partnerships to unlock new revenue streams,
we expect to continue to achieve excellent returns in
2025 and beyond.
2024Annual Report and Accounts | 9
2024 performance
Current trading and prospects
Following a significant investment in talent and
technology in 2023 to hasten acceleration, Oxygen
delivered revenues of £7.7m in 2024, up 25% (2023:
£6.2m). Driven by record growth in both Early Payment
and SaaS divisions, this growth has allowed Oxygen to
deliver our first-ever Profit Before Tax and more than
double the dividend payment to the Group to £1.3m
(2023: £0.5m).
Oxygen has continued to strengthen its dominant
position in the local government market, securing new
clients and increasing revenue from its existing client
base. The combined trade-spend of Oxygen’s Early
Payment Programme clients increased by £1.9bn,
reaching a new high of £28.7bn.
At the end of 2024, the average Early Payment
Programme client tenure – a key indicator of customer
loyalty and Oxygen’s contract renewal success
– had reached 7.6 years (2023: 7.1 years), further
strengthening Oxygen’s recurring revenue streams.
In 2024, Early Payment Programme clients committed
over £1.6bn in spending to more than 5,600 suppliers
(2023: £1.3bn). New spend added during 2024 hit a
high of £529m (2023: £385m), with the growth rate
more than doubling to 37%.
Oxygen’s Insights business has also continued to
thrive in a competitive market, with revenues up 27%
in 2024. Nearly 1,000 organisations now subscribe
to our SaaS products, spanning both the private and
public sectors.
The business continues to generate substantial
social value through our FreePay programmes.
In 2024, 19,000 small businesses within Oxygen
clients’ local communities received £750m in early
payments (2023: £600m) – entirely free of charge
to the supplier. Similarly, our Carbon Reporting tool
continues to support local authorities in reducing
supply chain emissions, helping them meet their Net
Zero commitments.
“We anticipate ongoing fiscal
tightening in local government,
making our Early Payment
programmes a crucial,
continuing source of income.”
10 |
10 |
Satago review
STRATEGIC REPORT
SUBSCRIPTION REVENUE GROWTH
+25%
“Satago has taken
swift action and is
now set for the
future.”
Sinead McHale,
CEO
TRUFIN IS FULLY SUPPORTIVE OF
SATAGO’S REFINED STRATEGY
VALUE OF INVOICES CHASED
IN 2024
>£1.5bn
SIGNED ITS FIRST BANKING PARTNER
OF 2025 IN JANUARY. SUCCESSFULLY
LAUNCHED ITS EMBEDDED INVOICE
FINANCE SOLUTION IN PORTUGAL
WITH A TIER-1 BANK
WITH A HIGHLY FOCUSED COST
BASE, 2025 IS SET TO BE A YEAR
OF STABILITY
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
2024 Annual Report and Accounts | 11
2024 Performance
Current trading and prospects
After a turbulent year, Satago has stabilised and is
now focused on commercialising its award-winning
platform.
In the second half of 2024, the company underwent
significant cost-cutting and rebalancing efforts
following the unexpected termination of its primary
contract for its scalable Lending as a Service
(“LaaS”) platform.
As previously announced, revenue for 2024
decreased 35% to £2.5m (2023: £3.8m) due to the
termination of its primary LaaS partner contract.
With a renewed focus on its core proposition,
Satago has already signed its first UK banking
partner of 2025 and successfully launched its
embedded invoice finance solution in Portugal
with a Tier-1 Bank. With a highly focused cost base,
2025 is set to be a year of stability.
A key strategic focus is to commercialise its
existing award-winning platform through its two
main solutions: cashflow management and core
LaaS. The cashflow management proposition is
distributed via strategic partners. Satago has
recently agreed a new three-year agreement with
their key distribution partner. This is a multi-million-
pound agreement and reinforces the excellent
relationship Satago has with its core partners.
Additionally, SMEs in the UK can access the
platform directly or through their accountants.
Revenue from the subscription channel has grown
25% year-over-year, number of active users has
also increased by 63% in the 12 months to the
year ending 2024. SMEs continue to utilise the
platform’s core credit control tool, with over £1.5bn
of invoices chased in 2024. Use of Satago’s credit
control tools typically results in invoices being paid
up to 72% faster.
Satago’s streamlined strategy allows it to achieve
break-even by June 2026.
The LaaS model continues to gain traction.
Following the successful launch of a partnership
with Distribution Finance Capital plc (“DF Capital”)
earlier this year, Satago has launched its embedded
invoice finance solution in Portugal with a leading
Tier-1 Bank.
Satago’s platform allows banks and specialist
lenders to offer their customers a fully digitised,
cost-efficient working capital solution. Whilst also
providing the lender with a unique distribution model
to new customers, through Satago’s embedded
offering. Satago integrates directly with platforms
that create or process invoices. This reduces
barriers to entry for banks, specialist lenders, and
credit funds historically deterred by significant
operational costs.
TruFin is fully supportive of Satago’s refined
strategy and is very pleased to welcome industry
veteran John Wilde as a Board Adviser.
“Satago’s streamlined strategy
allows it to achieve break-even
by June 2026.”
12 |
Playstack
review
STRATEGIC REPORT
UNITS OF PLAYSTACK GAMES
SOLD DURING 2024
+7.1 MILLION
NEW GAMES SCHEDULED FOR
RELEASE IN 2025
7
“We are thrilled
with Playstack’s
performance
during 2024. We
fulfilled all of
our corporate
objectives and
positioned Playstack as
a leading indie publisher.”
Harvey Elliott, CEO
HOURS PLAYED OF PLAYSTACK
GAMES IN 2024
+150M
12 |
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
2024 performance
Current trading and prospects
2024 was an outstanding year for Playstack,
culminating in winning UK Publisher of the Year
at the UKIE Awards following three critically and
commercially successful releases that cement its
industry-leading position.
Having begun 2024 on a foundation of sustainable
growth and execution, Playstack focused the year on
implementing go-to-market strategies for each of its
new titles, maximising the performance of its existing
catalogue, establishing new commercial partnerships,
and extending the pipeline for 2025 and beyond.
Underpinned by three well-executed releases,
Playstack grew its full-year Profit Before Tax to
£7.7m with each new title achieving “Very Positive”
or “Overwhelmingly Positive” ratings on the Steam
storefront, whilst earning accolades and awards from
across the industry. These included two significant
wins for Balatro at the Golden Joystick Awards
and three at The Game Awards. Balatro was also
nominated in four categories at the BAFTA Games
Awards, to be held in April 2025.
Playstack’s publishing team launched Balatro as a
single-purchase game across PC, Xbox, PlayStation,
Nintendo Switch, iPhone and Android platforms to
incredible success – accumulating over five-million
unit sales in the year. Additionally it introduced
the game as part of the Apple Arcade subscription
service. The game was awarded Best Game on Apple
Arcade in 2024, and frequently features as the
service’s number one game in the UK, US and across
the world.
Playstack also launched The Rise of the Golden Idol
on PC and console, and in partnership with Netflix for
mobile platforms.
Additionally Playstack released Abiotic Factor as part
of Steam Early Access. Once launched the game
was updated regularly to introduce new content and
gameplay requested from the burgeoning player
community. Abiotic Factor exceeded every one of its
target performance metrics, achieving its full-year
revenue forecast within two weeks of launch, and
securing platform partnerships with Sony PlayStation
Plus and Microsoft Game Pass to align with its
console release later in 2025.
Playstack’s game acquisition strategy of selecting
innovative games from inspired developers, building
support around each project and studio, and delivering
their games using comprehensive and engaging
marketing campaigns that drive audience growth has
continued to bear fruit. The full 2025 line-up and well over
half the games set for release in 2026 are already fully
contracted.
Playstack’s publishing portfolio remains central to its
strategy. Regular planned updates to existing games
include four downloadable content updates for The Rise of
the Golden Idol, three content updates for Abiotic Factor, a
major gameplay update for Balatro, and at least seven new
games for release during the year.
Back-book games remain a key component of future
revenue modelling, with a minimum of 70% of 2025
revenues expected to be derived from games introduced
to market in prior years.
Playstack has established itself as a leader in the games
industry, having successfully navigated well-publicised
industry challenges. The company is positioned for
stability and growth as the next generation of technology
comes to the fore.
“Playstack has established itself as
a leader in the games industry.”
2024 Annual Report and Accounts | 13
14 |
CFO’s Review
STRATEGIC REPORT
James Hussey,
Chief Financial Officer
“2024 has been a record year
for TruFin, with stellar revenue
growth of 203%, driving the
Group to bottom line profitability
and cash generation”
Performance Overview
2024 has been a year of impressive progression
for TruFin. Despite the challenging economic
environment, referred to in both the Chair’s Statement
and CEO’s review, TruFin reported revenue growth of
203% in the year. Full year gross revenue of £55.0m
enabled the business to achieve profitability for the
first time, a year ahead of market expectations.
Clearly the astounding success of Playstack’s 2024
game releases were key contributors to the revenue
increase but, it should also be reiterated that Oxygen
continues to grow in line with expectations and has
delivered another year of EBITDA progression. The
loss of Satago’s Tier-1 Bank contract in July 2024 was
disappointing and impacted its financial performance
as full year revenue declined by £1.3m, but the
business has now been reset and looks to the future
with optimism.
It has been very pleasing to see that 96% of the
increase in net revenue of £11.5m has flowed through
to the increase in adjusted EBITDA of £11.1m. This
showcases the Group’s ability to scale without a
significant increase in the cost base. The impact on
adjusted EBITDA has benefitted from the large cost
reductions actioned in Satago, whilst Playstack and
Oxygen, in aggregate, report 93% of their increase in
net revenue flowing through to adjusted EBITDA.
Revenue and Net Revenue
2024
£’000
2023
£’000
YoY
Change
Gross revenue
54,953
18,131
203%
Net revenue
24,633
13,104
88%
Net revenue %
45%
72%
-27%
54,953
18,131
Total revenue from continuing operations £’000
2024
2023
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
2024 Annual Report and Accounts | 15
24,633
13,104
Net revenue £’000
2024
2023
Satago
Playstack
Oxygen
Revenue 2024 by company
Other
Group revenue was up 203% to £55.0m (2023:
£18.1m).
Playstack grew 455% as it contributed revenue of
£44.6m (2023: £8.0m). The three new game releases
in the year generating revenue of £39.0m. Net
revenue, which is gross revenue less direct costs
including developer royalties, increased 237% to
£16.2m (2023: £4.8m).
Oxygen’s rate of overall revenue growth increased
from 16% in 2023 to 25% in 2024, reporting full year
revenue of £7.7m (2023: £6.2m). The Early Payment
revenue grew by 28% following a 26% increase in
2023 reflecting the continued traction of this core
revenue stream.
Satago’s revenue decreased to £2.5m (2023: £3.8m)
following the termination of its Tier-1 Bank commercial
contract in July 2024. Despite this loss, the business
has reduced its cost base and is well set for a return
to revenue growth into 2025 and beyond.
The increased revenue fed through to an £11.5m
improvement in Group net revenue to £24.6m (2023:
£13.1m). The net revenue margin fell to 45% (2023:
72%) driven by the change in sales mix and the
developer royalty expense on game revenue.
45%
Net revenue %
2024
2023
72%
Other costs
Staff costs (excluding share‑based payments)
remained consistent with 2023 with a minimal
increase of 2% to £12.0m (2023: £11.8m).
Other operating expenses, which include amongst
others, IT costs, sales and marketing, rent,
professional fees, recorded a 2% reduction to £5.7m
(2023: £5.9m).
Depreciation and amortisation (excluding amortisation
of Client Contracts which is included in ‘interest, fee
and publishing expenses’) increased by £3.3m to
£5.2m (2023: £1.9m). The majority of this increase
relates to Playstack. Our conservative approach to
IP has resulted in us taking a full write down of the
Cityscapes IP of £2.6m. Although this game continues
to generate revenue for Playstack, the revenues are
not expected to be significant going forward.
Net impairment on financial assets increased £0.7m
to £0.8m (2023: £0.1m). £0.5m of the charge in the
year is due to the aborted disposal of the “Interact”
technology to VCI Global Limited.
Profit/(loss) before tax and EBITDA
PBT and EBITDA
2024
£’000
2023
£’000
YoY
Change
Profit/(loss) before tax
15
(7,339)
100%
Share‑based payments
(872)
(766)
-14%
Profit/(loss) before tax
excluding share‑based
payment
887
(6,573)
113%
Depreciation and
amortisation
(6,548)
(3,000)
-118%
Interest expense
(167)
(102)
-64%
Adjusted EBITDA*
7,602
(3,471)
319%
The Group had its first year of profitability, reporting
a profit before tax of £15k (2023: £(7.3)m). This is
a significant development and we look forward to
further progression here in the coming years.
As mentioned earlier in this report, net revenue
increased by £11.5m, and with minimal increases in
Other Costs as detailed, Adjusted EBITDA improved by
£11.1m to £7.6m (2023: £(3.5)m), reflecting the ability
of the Group to scale without requiring significant
investment in operational costs.
16 |
CFO’s Review continued
STRATEGIC REPORT
887
Adjusted PBT/(LBT)
2024
2023
(6,573)
7,602
Adjusted EBITDA
2024
2023
(3,471)
Taxation and deferred tax asset
The tax credit for the year was £3.6m (2023: £1.0m),
and includes the increase in the recognised deferred
tax asset to £3.2m (2023: £0.3m) as Oxygen and
Playstack have moved to improved profitability.
Cashflow
Cash generated by operating activities in the year was
£13.8m (2023: £8.1m used in operating activities). This
was primarily made up from:
•
Profit for the year adjusted for non-cash items of
£8.0m
•
Working capital adjustments of £5.5m
Cash used in investing activities reflects investment
in intangible assets of £6.9m, as the Group has
continued to invest in Satago’s platform, client
contracts in Oxygen, and Playstack’s IP.
Cash of £2.0m was used to reduce net borrowings.
Overall cash improved by £4.8m to a year-end balance
of £14.9m.
Earnings per share (“EPS”)
2024
2023
Weighted average number of
ordinary shares (#)
105,902,466
99,770,355
Profit/(loss) after tax attributable to
the owners of TruFin plc (£’000)
4,840
(6,472)
Basic EPS (p)
4.6
(6.5)
Adjusted for share-based payments
872
766
Loss from discontinued operations
–
1,160
Adjusted profit/(loss) after tax from
continuing operations attributable
to the owners of TruFin plc
5,172
(4,546)
Adjusted EPS (p)
5.4
(4.6)
Diluted earnings per share (p)
4.2
(6.5)
Basic EPS is calculated by dividing the net profit/(loss)
for the year attributable to ordinary shareholders
by the weighted average number of ordinary shares
outstanding during the year.
Weighted average number of ordinary shares has
been adjusted to reflect new shares issued in 2024
(see financial statements note 16) and 2023.
As at 31 December 2024, there are a total of
8,571,546 options outstanding in TruFin plc (see
Financial Statements Note 6 for details) and this
figure has been used in the diluted basic EPS
calculation. This was not performed for the 2023
comparative as they are antidilutive as the Group was
loss making.
2024 Annual Report and Accounts | 17
CORPORATE
GOVERNANCE
18 |
CORPORATE GOVERNANCE
Board of Directors
Steve Baldwin
Independent Non-Executive Chair
Steve has an extensive corporate finance background and is
currently a non-executive director at The Edinburgh Investment
Trust plc and Plus500 Limited. He is also a trustee of Howard
de Walden Estate Limited. Steve was the head of European
equity capital markets and corporate broking at Macquarie
Capital until February 2015. Prior to this, Steve was a director
of corporate finance at JPMorgan Cazenove for 10 years and
was a vice president of corporate finance at UBS from 1995 to
1998. He is a qualified Chartered Accountant.
Penny Judd
Senior Independent Non-Executive Director
Penny has over 30 years of experience in compliance,
regulation, corporate finance and audit and is currently chair
of FRP Advisory plc. She is also a non-executive director and
chair of the audit committee of AIM-listed everplay plc.
Penny started her career at KPMG, qualifying as a Chartered
Accountant and specialising in audit and corporate finance,
before joining the London Stock Exchange where she was head
of equity markets at the UKLA. She then moved to Cazenove &
Co as a corporate financier and was a consultant at the London
Investment Banking Association before moving into a career
in compliance. Penny was a managing director and EMEA
head of compliance firstly for UBS Limited and then Nomura
International plc before pursuing her current portfolio career.
Paul Dentskevich
Independent Non-Executive Director
Paul has over 30 years of financial services experience
specialising in risk management, investment management and
corporate governance for hedge and other multi-asset funds.
Paul currently provides risk oversight to a number of Jersey
domiciled funds and his ongoing non-executive roles include
directorships at Signal Credit GP Limited, Signal Alpha II CP
Limited, CloverTree Opportunities Fund Limited and Eisler
Capital (Jersey) Ltd.
Prior to this, Paul was at Brevan Howard where he had a
number of risk and governance responsibilities and was a
member of the manager’s investment committee. Paul has a
PhD in Economics from Imperial College London.
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
2024 Annual Report and Accounts | 19
Anders Wilhelmsen
Non-Executive Director
Anders is an investment professional and the nominated
non-executive representative of TruFin’s major shareholder,
Watrium.
Anders currently serves on several boards within the Watrium
portfolio. He holds an MA Honours in Financial Economics from
the University of St Andrews, and an MBA from INSEAD.
James van den Bergh
Executive Director
James is the Chief Executive Officer of TruFin. James spun
TruFin out of Arrowgrass Capital Partners in 2018, where he led
the alternative finance team and private business. He began
his career at Merrill Lynch before transitioning into investment
management in 2003. James is a CFA Charterholder.
20 |
The Board considers that its current composition and
structure is appropriate to maintain effective oversight of
the Group’s activities. The Board will continue to review its
structure on at least an annual basis in order to maintain
an appropriate corporate governance environment and
independent oversight.
Role of the Board
It is the responsibility of the Board, through the
senior management, to ensure that TruFin maintains a
suitable and sustainable business model, overseeing
an appropriate balance between promoting suitable
long-term growth and delivering short-term objectives.
The Board is responsible for setting the strategy and
maintaining the decision-making framework in which it
is implemented, ensuring that the necessary resources
are in place to monitor performance and set values and
standards in governance matters. The Strategic Report on
pages 2–16 further outlines the Board’s approach.
The Board is also responsible for the success of TruFin
within a framework of controls which enables risk to be
assessed and managed. The Compliance and Risk Report
on page 30 further details TruFin’s approach to risk.
The Chair is responsible for the leadership of the Board
and for facilitating the effective contribution of and
engagement of all Board members. The Chair has the
responsibility for ensuring the Board discharges its
responsibilities and implements the Board’s decisions.
The role of the non-executive directors is to constructively
challenge and help the Board with effective leadership
in relation to the Group’s strategy, performance, risk and
people management whilst ensuring a high standard of
financial control and corporate governance.
One of the independent Non-Executive Directors, Penny
Judd, has been selected as the senior independent
director. The Board is fully satisfied that the senior
independent director demonstrates complete
independence and robustness of character in this role.
The senior independent director is available to meet
shareholders if they have concerns that cannot be
resolved through discussion with the Chair or for matters
where such contact would be inappropriate.
The CEO manages the day-to-day operations of the Group
and reports to the Board on the performance of the Group
and progress on the strategic objectives. Implementation
of the Group’s strategies and day-to-day business is
delegated to the CEO and executive management. The
Board has also charged TruFin’s executive management
with ensuring that all policies and procedures in relation
to the governance of the Group are fully integrated into its
operations.
To ensure effective and independent stewardship, TruFin
has expressly set out the matters which are reserved for
the Board’s approval. Delegation of authority limits for the
Board of Directors and TruFin’s executive management are
also documented in an approved framework.
CORPORATE GOVERNANCE
The Directors acknowledge the importance of high standards
of corporate governance in how the Board and its Committees
operate. The corporate governance framework which TruFin
operates, including Board leadership and effectiveness, Board
remuneration, and internal control is based upon practices
which the Board believes are proportional to the size, risks,
complexity and operations of the business and is reflective of
the Group’s values.
On admission to AIM, the Board decided to adhere to the
Quoted Companies Alliance’s (“QCA”) Corporate Governance
Code (“Code”) for small and mid-size quoted companies (the
“QCA Code”). The Board considers this to be appropriate to
the nature and size of the Company and its subsidiaries. The
QCA Code is constructed around 10 broad principles and a set
of disclosures. The QCA itself has stated what it considers
to be appropriate arrangements for growing companies and
asks companies to provide an explanation about how they are
meeting the principles through the prescribed disclosures.
The Board has considered how it applies each principle and
the extent to which the Board judges these to be appropriate
in the circumstances. Details of how TruFin adheres to these
principles can be found on our website www.TruFin.com.
In November 2023, the QCA published an updated version of
its Code (the “2023 Code”), that will apply to financial years
beginning on or after 1 April 2024. Disclosures in respect
of the 2023 Code are expected in 2025. In order to ensure
compliance with these disclosures, TruFin plans to undertake a
gap analysis between its current governance practices and the
revised expectations of the 2023 Code.
The Board
TruFin is managed and governed by suitably qualified and
authorised personnel, under the governance of an experienced
and diverse Board of Directors. TruFin’s Board is established
with senior practitioners from the fintech industry and has
shareholder representation. The Directors act within the
powers granted by TruFin’s Articles of Association and are
cognisant of their overarching duty to promote the Group’s
success and to drive long-term shareholder value. The
experienced Directors challenge the work of the executives,
using care, skill and diligence and by exercising their
independent judgement.
Board balance and independence
The Board currently consists of three independent non-
executive directors, one non-executive director and one
executive director. The Board is chaired by an independent
non-executive director.
In the interests of balance and good governance, the Board
maintains a mix of independent and non-independent directors.
The Board considers its non-executive directors remain
sufficiently independent and of such calibre and number
that their views may be expected to be of sufficient weight
that no individual or small group can dominate the Board’s
decision‑making process.
Corporate Governance Statement
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
2024 Annual Report and Accounts | 21
Board effectiveness
The effectiveness of the Board is the responsibility of the
Independent Non-Executive Chair. Board performance is
reviewed on an annual basis and the findings are presented
to the Nomination Committee and Board. In line with the
QCA Code, an external performance review of the Board
is conducted from time to time. An external review was
performed in 2024 and for further details on this Board
effectiveness review, please see the report of the Nomination
Committee on pages 24–25.
The result of these evaluations determined that the
composition and size of the Board and its Committees continue
to be appropriate and its operation by Board members is
effective.
The Board therefore believes that its members possess the
relevant qualifications and skills, as well as the balance of
personal qualities, necessary to effectively oversee and
execute the Group’s strategy.
Board committees
The Board has delegated specific responsibilities to the Audit
Committee, the Remuneration Committee and the Nomination
Committee.
Every year the Board reviews its composition and the
composition of its Committees. The Board and the Nomination
Committee oversee this process.
In view of the size of the Board and the nature of the Company,
all independent non-executive directors are members of each
Committee. Each Committee has adopted Terms of Reference,
clearly defining the Committee’s roles and responsibilities
that the members of each committee must observe in the
performance of their duties. These terms of reference are
subject to review on an annual basis and copies are available
for inspection on the Company’s website www.trufin.com.
The individual reports for the Board Committees can be found
on pages 23–27.
Board meetings
Five Board meetings are scheduled each year and additional
Board meetings are called as needed, if specific matters need
to be considered.
Prior to each Board meeting, the Board and its Committees
receive relevant and timely information that will be addressed
at each meeting, together with a formal meeting agenda. The
primary focus at Board meetings is a review of the Group’s
performance and associated matters, and the Chair seeks
to encourage open debate between the Directors. Senior
executives below Board level attend Board meetings as
appropriate, and at each meeting, a subsidiary CEO is invited to
present their business update. The Directors are expected to
be present at all meetings scheduled during the year, either in
person or via video conference.
The table that follows sets out the number of formal Board and
Committee meetings held during the year ended 31 December
2024 and the number of meetings attended by each Director.
Board and committee attendance record
James van den Bergh
6 / 6
Steve Baldwin
6 / 6
1 / 1
2 / 2
3 / 3
Penny Judd
6 / 6
1 / 1
2 / 2
3 / 3
Paul Dentskevich
6 / 6
1 / 1
2 / 2
3 / 3
Anders Wilhelmsen
5 / 6
Board
Committee Membership
Nomination
Committee
Meetings
attended
Audit
Committee
Remuneration
Committee
22 |
2025 Annual General Meeting
The Company anticipates holding its Annual General Meeting in June 2025.
The Notice of AGM and Form of Proxy will be posted to shareholders in due
course and a copy will be available at www.trufin.com. The AGM will be
held in London, the exact location to be confirmed.
Board culture
The Board recognises the importance of a strong and coherent
corporate culture particularly as the Group grows. As such,
the Board seeks to establish and maintain a corporate culture
characterised by fairness in its treatment of employees and
stakeholders, whose efforts are collectively directed towards
delivering returns to shareholders in line with the Company’s
purpose and objectives.
The Board believes that corporate governance and a good
culture start at the top of any company and that the Directors
and senior management, together, drive the values, behaviours
and attitudes that support the Group’s strategy. The Board and
senior management will address any concerns that may arise
relating to the Group’s cultural environment and are prepared
to take appropriate action against unethical behaviour,
violation of company policies, or misconduct.
TruFin takes a zero-tolerance approach to bribery and
corruption and is committed to acting professionally, fairly
and with integrity in all its business dealings and relationships.
It is the Group’s policy to conduct all of its business in an
honest and ethical manner. TruFin, along with its subsidiaries,
operates an Anti-Bribery & Corruption Policy and adopts
appropriately robust governance procedures to ensure
compliance. The Board has overall responsibility for ensuring
this policy complies with its legal and ethical obligations and
that all those under its control comply with it.
TruFin also operates a whistleblower policy for its employees.
Shareholder engagement
The Board believes that fulfilling TruFin’s strategy depends
significantly on the support of its shareholders.
The Board strives to ensure that shareholders are kept up to
date on the Group’s operations, with clear and transparent
information being provided on a regular basis. The Board
maintains an active dialogue with shareholders and all material
information is released through notification via a Regulatory
News Service.
TruFin also engages with its shareholders through a
subscription news service and the Investors section on its
website. The Investors section has all publicly available
information including the latest news, investor presentations,
financial results, annual reports, governance materials, and
AGM notifications.
The CEO is available to meet with TruFin shareholders
individually throughout the year or through investor roadshows
following the publication of TruFin’s financial results.
Additionally, the CEOs of the subsidiaries are also available to
meet with TruFin shareholders if requested. Any shareholder
feedback is shared with the Directors at the Company’s Board
meetings.
Shareholders are welcome to attend the Company’s Annual
General Meeting (“AGM”) and any other general meetings of
the Company which are convened throughout the year. The
Board understands the importance of the AGM in allowing
shareholders to have open and direct dialogue with the Board
and management of the Company. If shareholders are not
able to attend the AGM, they are encouraged to contact the
Directors directly with questions prior to the meeting. All
questions received from shareholders at TruFin’s 2024 AGM
were responded to personally.
CORPORATE GOVERNANCE
Corporate Governance Statement continued
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
2024 Annual Report and Accounts | 23
On behalf of the Board, I am pleased to present TruFin plc’s
Audit Committee Report for the year ended 31 December
2024.
The Audit Committee is responsible for monitoring the
integrity of the Company’s financial statements, reviewing
significant financial reporting issues, reviewing the
effectiveness of the Company’s internal control and risk
management systems, and overseeing the relationship with
the external auditors (including advising on their appointment,
agreeing the scope of the audit and reviewing the audit
findings).
Members of the Committee
•
Penny Judd (Chair)
•
Steve Baldwin
•
Paul Dentskevich
Role of the Committee
The Audit Committee has primary responsibility for monitoring
the quality of internal controls and ensuring that the
financial performance of the Company is properly measured
and reported on. It receives and reviews reports from the
Company’s management and auditors related to the interim
and annual accounts and the accounting and internal control
systems in use throughout the Group.
The Audit Committee meets at least twice a year and has
unrestricted access to the Company’s auditors. A copy of the
Audit Committee Terms of Reference can be found on our
website.
External audit
The Audit Committee approves the appointment and
remuneration of the Group’s external auditors. The
Committee also ensures that they are satisfied with the
external auditors’ independence in relation to any other
non-audit work undertaken by them and also reviews their
performance.
Internal audit
The Committee has considered the need for an internal audit
function during the year and continues to be of the view
that, given the size and nature of the Group’s operations and
finance team, there is no current requirement to establish a
separate internal audit function.
Significant issues considered in relation to the
financial statements
The Audit Committee assesses whether suitable accounting
policies have been adopted and whether appropriate
estimates and judgements have been made by management.
The Committee also reviews accounting papers prepared by
management, and reviews reports by the external auditors.
The specific areas reviewed by the Committee in respect of
the year were:
•
The calculation and valuation of Goodwill recognised in
the Group financial statements
•
Revenue recognition
•
Capitalised development costs and their useful lives
•
Appropriateness of going concern assumptions
Penny Judd
Chair of the Audit Committee
Audit Committee Report
Penny Judd
Chair of the Audit Committee
24 |
I am pleased to present my report as Chair of the Nomination
Committee (the “Committee”) for the year ended 31 December
2024.
The Committee’s approach aligns to the Quoted Companies
Alliance Corporate Governance Code (“QCA Code”) and
operates under terms of reference. These terms of reference
are reviewed annually, approved by the Committee and Board,
and are made available on TruFin’s website. The Committee
meets at least once a year, and otherwise as required.
The Committee’s objective is to assist the Board in
discharging its responsibilities relating to the composition
and performance of the Board and also ensuring effective
succession planning for the Board and executive management
of TruFin together with the senior management of its
subsidiaries.
The Committee consists of three independent non- executive
directors:
•
Steve Baldwin (Chair)
•
Penny Judd
•
Paul Dentskevich
Although only members of the Committee have the right to
attend meetings, other individuals, such as the non- executive
and executive directors, may also be invited to attend all or
part of any meeting.
Role of the Committee
The key responsibilities of the Committee include:
•
Regularly reviewing the structure, size, and composition
(including the skills, knowledge, experience and diversity)
of the Board and all Board committees and making
recommendations to the Board with regard to any
changes
•
Giving full consideration to the succession planning of
Directors and other senior executives of the Company and
its subsidiaries
•
Regularly reviewing the leadership needs of TruFin, both
executive and non-executive, with a view to ensuring the
continued ability for TruFin to compete effectively in its
marketplace
•
Identifying and nominating candidates to fill Board and
committee vacancies as and when they arise, taking into
account relevant experience and diversity, and making
recommendations to the Board on such matters
•
Evaluating the Board’s performance on an annual basis
Board effectiveness review
This year’s Board effectiveness review was completed by a
third party with significant experience in board evaluation and
benchmaking against comparator Plcs. The review required
each of the Directors to submit responses to a structured
questionnaire, which covered the performance of the Board,
the Director’s individual performance, and how the Board and
the Board Committees operate.
Responses from the questionnaire were collated and analysed,
compared with results from previous years, and discussed
with the Board. A small number of areas for improvement were
highlighted by the review and remedial actions are underway.
The review concluded that the performance of the Board,
its Committees, the Chair and each of the Directors is,
and continues to be effective. All Directors demonstrated
commitment to their roles and contributed effectively
throughout the year. The Board is regarded as able,
collaborative and well-run, with an open and supportive
culture, and supported by an engaged and effective Chair.
Nomination Committee Report
CORPORATE GOVERNANCE
Steve Baldwin
Chair of the Nomination Committee
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
2024 Annual Report and Accounts | 25
Succession planning
The Committee supports the CEO in considering succession
planning for the Company and the senior executives of the
Group, including the senior management of its subsidiaries, in
order to ensure minimal business disruption in the event of any
unexpected senior management or Board departures. During
the year, the Committee reviewed and discussed the Group’s
succession plans in detail and the succession document was
presented to and reviewed by the full Board.
I was particularly pleased that, when the CEO of Oxygen left
the business during 2024, our previously identified successor,
Vicki Sloane, was able to assume responsibility seamlessly.
Vicki has been an excellent addition to our senior team.
It is always our aim to increase diversity in our senior
leadership positions when we are able to and we are delighted
with how effective this appointment has been.
The Committee will continue to ensure that the Group has
the right skills and expertise in place to achieve its strategic
objectives.
Looking ahead
We feel it is important to continually assess the composition of
the Board and senior management team to ensure that TruFin
has the right skills and experience to develop in line with its
strategic ambitions and commitment to create a diverse and
inclusive workplace. The Committee members agreed that no
changes to the Board composition were needed at the present
time.
Steve Baldwin
Chair of the Nomination Committee
26 |
I am pleased to present my report as Chair of the
Remuneration Committee (the “Committee”).
This report covers the key remuneration themes and
considerations of the Committee for the year ended
31 December 2024. It sets out the remuneration policy for the
executive directors of TruFin and other members of the senior
management team as deemed appropriate by the Board
(collectively “Executives”).
TruFin’s remuneration objective is to attract, retain and
motivate Executives of the quality required to run the
Company successfully, having regard to the interests of
TruFin shareholders and other stakeholders. The philosophy
of the Committee is to achieve remuneration structures
that are transparent, fair, and consistent with its corporate
governance and regulatory obligations.
TruFin’s approach to remuneration aligns to the Quoted
Companies Alliance Corporate Governance Code. All of
TruFin’s independent non-executive directors are members
of the Committee and the representative director of
TruFin’s largest shareholder may also attend meetings of
the Committee as an observer. The Committee operates
under terms of reference, which are reviewed annually
and approved by the Committee and Board, and are
made available on TruFin’s website (www.trufin.com). The
Committee meets at least twice a year, and as necessary
beyond that.
Members of the Committee
•
Paul Dentskevich (Chair)
•
Penny Judd
•
Steve Baldwin
Role of the Committee
The Committee develops and determines remuneration
packages for Executives of the Company in line with the
Company’s prevailing Remuneration Policy. It ensures that
remuneration decisions compensate executive directors and
other employees fairly and responsibly.
The key responsibilities of the Committee include:
•
Developing, maintaining, and recommending to the
Board, remuneration packages for Executives to
support the delivery of business objectives in the short,
medium and long-term, to deliver sustainable growth in
shareholder value
•
Aligning the interests of the Executives with the
interests of long-term shareholders
•
Applying performance criteria to encourage Executives
to operate within the risk parameters set by the Board
•
Rewarding the right behaviours, values, and culture to
support the delivery of TruFin’s business objectives
•
Ensuring that TruFin can recruit and retain high
quality Executives through fair and attractive, but not
excessive, packages
•
Ensuring that members of the Committee commit
sufficient time to the role and develop the necessary
skills and knowledge.
Remuneration Committee Report
CORPORATE GOVERNANCE
Paul Dentskevich
Chair of the Remuneration Committee
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
2024 Annual Report and Accounts | 27
Directors’ remuneration
Long-term incentives
Having consulted with our largest shareholders, the Committee
believes it is important that more meaningful long-term
incentivisation is in place for employees of the Company.
Having motivational levels of long-term incentivisation, aligned
to positive shareholder outcomes, is critical to drive success
and the delivery of the Group’s multi-year strategic plan.
During 2023, TruFin adopted a Long-Term Incentive Plan (the
“LTIP”) to appropriately incentivise key individuals over the long
term, driving retention and performance.
The LTIP initially operated with awards vesting in four tranches
from 31 December 2023 and each anniversary of that date until
31 December 2026. In July 2023, TruFin awarded the first three
tranches of awards under the LTIP, and a fourth tranche was
issued in April 2024. These were in the form of options over a
total of 4,175,000 ordinary shares to the CEO and other senior
employees.
A further tranche is due to be granted in early 2025, subject to
the same performance metrics, with vesting on 31 December
2027.
Save for the first tranche of these options that vested on
31 December 2023, vesting of the options granted to the
CEO and CFO are subject to performance criteria set by the
Committee, based on a share price performance metric. In
addition to this metric, options granted to the Group CEOs are
subject to subsidiary company financial performance metrics.
The total programme of awards comprising the five
tranches are intended to be up to 4,578,125 ordinary shares,
representing 4.3% of TruFin’s issued share capital. Following
this, there will be total options outstanding over a total of
10,862,800 ordinary shares in the Company, representing 10%
of TruFin’s current issued share capital.
These awards are intended to align the incentives of the
CEO, CFO and other senior employees with the Company’s
performance and outcomes for shareholders over the long
term and to provide effective and attractive levels of reward
to retain individuals who are key to the future success of the
Company, based on delivering strong performance in a fair and
proportionate manner.
Further details of this LTIP and other share-based payments
and awards in issue are disclosed in Note 6 to the Financial
Statements.
Annual salary reviews
TruFin reviews the basic salary of all employees on an annual
basis, taking cost-of-living and inflation rates into account.
Where appropriate, the Committee will also benchmark salary
reviews against the market. This was last performed in 2022
where external analysis determined that the CEO’s total
remuneration fell within the market benchmark. Employees
who have significant changes to their role or are paid outside
of market benchmarks, will receive adjustments to their basic
salary.
Looking ahead
As a committee, we will continue to monitor the effectiveness
of our current approach to remuneration, whilst staying
consistent to our corporate governance and regulatory
values. Our objective to attract, motivate, and retain talented
employees will remain a top priority across the Group to help
deliver excellent outcomes for our shareholders.
Paul Dentskevich
Chair of the Remuneration Committee
James van den Bergh
256
256
5
4
521
485
Salary1
Bonus2
2024 Total
2023 Total
Executive
£’000
£’000
£’000
£’000
£’000
Non-executive
Steve Baldwin
100
–
–
–
100
100
Penny Judd
70
–
–
–
70
70
Paul Dentskevich
60
–
–
–
60
60
Anders Wilhelmsen
–
–
–
–
–
–
Pension3
Benefits4
£’000
1
Full base salary during the relevant financial year
2 Cash value of the bonus in respect of the year ended 31 December 2024
3 The value of the Company’s contribution to the individual’s pension scheme
4 Benefits consist of private healthcare
28 |
The Directors present their report with the financial
statements of the Company and the Group for the year ended
31 December 2024.
Principal activity
The principal activities of the Group in the year under
review were those of providing niche lending, early payment
services and video games publishing.
Dividends
The Directors have confirmed that no dividends have been
declared for the year to 31 December 2024 (2023: £nil). The
Directors’ current view is that the earnings of the Group will
first be reinvested in the businesses to fund the Group’s
growth strategy and any surplus cash, if not reinvested in the
foreseeable future, will be returned to shareholders.
Directors
The Directors who held office during the year and up to the
date of the Directors’ report were as follows:
•
Steve Baldwin
•
James van den Bergh
•
Penny Judd
•
Paul Dentskevich
•
Anders Wilhelmsen
The Directors’ interests in the shares of TruFin plc, all of
which were beneficial interests, at 31 December 2024 are as
follows:
Directors insurance and indemnities
Throughout the year the Company has maintained Directors
and Officers liability insurance for the benefit of the
Company, the Directors and its officers. The Directors
consider the level of cover appropriate for the business and
intend for it to remain in place for the foreseeable future.
Significant shareholders
The following parties held greater than 3% of the issued
share capital of TruFin plc as at 31 December 2024:
Watrium AS
24,129,245
22.77%
Gresham House Asset Management
19,861,353
18.74%
Lombard Odier Investment Managers
12,054,224
11.38%
Premier Miton Investors
6,719,069
6.34%
Hargreaves Lansdown
4,982,163
4.70%
GPIM
4,880,675
4.61%
UBS Wealth Management
3,679,140
3.47%
Events after the reporting date
No reportable events after the reporting date.
Number of Shares
2024
2023
J van den Bergh
266,305
165,982
P Dentskevich
86,000
45,000
P Judd
24,723
24,723
Number
of Shares
% of
issued
share
capital
Report of the Directors
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
2024 Annual Report and Accounts | 29
Statement of Directors’ responsibility
The Directors are required by the Companies (Jersey) Law
1991, to prepare financial statements for each financial year
which give a true and fair view of the state of affairs of the
Company as at the end of the financial year and of the profit
or loss of the company for that period. The Directors have
elected to prepare the financial statements in accordance
with applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union. In
preparing these financial statements, the Directors are
required to:
•
Select suitable accounting policies and then apply them
consistently
•
Make judgements and estimates that are reasonable and
prudent
•
State whether applicable accounting standards have
been followed, subject to any material departures
disclosed and explained in the financial statements, and
•
Prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors are responsible for keeping proper accounting
records that are sufficient to show and explain the Company’s
transactions. These records must disclose with reasonable
accuracy at any time the financial position of the Company
and enable the Directors to ensure that any financial
statements prepared comply with the Companies (Jersey)
Law 1991. They are also responsible for safeguarding the
assets of the Company and, hence, for taking reasonable
steps for the prevention and detection of fraud, error and
non-compliance with law and regulations.
Statement of going concern
The Directors have completed a final assessment of the
Group’s financial resources, including forecasts. Based
on this review, the Directors believe that the Group is
well placed to manage its business risks successfully
within the expected economic outlook. Accordingly, they
continue to adopt the going concern basis in preparing
the Annual Report and Financial Statements.
Statement as to disclosure of
information to auditors
So far as the Directors are aware, there is no relevant
audit information of which the Company’s auditors are
unaware and each Director has taken all the steps that he
or she ought to have taken as a Director in order to make
himself or herself aware of any relevant audit information
and to establish that the Company’s auditors are aware of
that information.
ON BEHALF OF THE BOARD
Steve Baldwin
Chair
25 March 2025
30 |
Culture is a key component of effective risk management.
At TruFin, we encourage, promote, and continuously seek to
demonstrate a culture of good governance throughout our
business. We have an inclusive, open environment, where
transparency, accountability and responsibility is at the core
of our organisation. The Board and executive management
are committed to creating an effective risk culture across
the Company.
We believe that the Group’s general risk appetite is moderate
and balanced, allowing the appropriate potential for growth
and scalability, whilst ensuring regulatory compliance. We
have adopted the Quoted Companies Alliance’s Corporate
Governance Code for small and mid-size quoted companies to
ensure the highest standards of corporate governance and all
our operations are audited on an annual basis.
Risk management
We manage risk, among other things, with robust systems
and processes, guidelines and policies, which are forward-
looking, clearly articulated, documented, and communicated
throughout the businesses, and which enable the accurate
identification and control of potentially problematic
transactions and events.
We make complex judgements, including decisions about the
level and types of risk that we are willing to accept in order
to achieve our business objectives, and the maximum level
of risk the Group can assume before breaching constraints
determined by liquidity and regulatory needs.
The Board of Directors has the overall responsibility for
identifying and determining the nature and extent of the
significant risks it is willing to take in order to allow for the
execution and delivery of TruFin’s strategic objectives and for
ensuring that risks are managed effectively.
When identifying, assessing and managing risks, the Board is
assisted by the Audit Committee. The Audit Committee reviews
internal financial controls and the Company’s risk management
systems by overseeing risk procedures, including the review
and approval of key risk policies and processes.
Day-to-day risks are monitored and managed by TruFin’s
executive management. As well as external reviews and audits
from the Company’s statutory auditors, TruFin has internal
checks, and guidelines in place. The Company maintains
a framework of the key risks, with policies and processes
devised to monitor, manage and mitigate them where possible.
At subsidiary level, the responsibility for the establishment
and maintenance of adequate day-to-day management of key
risks, and formalised risk procedures, rests with the individual
boards and their management teams. Additionally, due to
Satago being a lending business, it has its own risk committees
in place.
Systems and processes throughout the Group are continually
reviewed, updated, and effectively communicated to all
personnel to ensure that resources, governance, and
infrastructure, remains appropriate.
Risk reporting
At every Board meeting, the Chief Executive Officer reports
to the Board on the existing risks and any new areas of material
risk that have been identified to the Group.
Anything that requires escalation from a subsidiary level is
augmented by TruFin’s executive management who take
on the responsibility to report to the TruFin Board.
Having this layered approach ensures that risk management is
embraced throughout the subsidiaries and enables the Group
to prioritise and manage risk effectively within our target
levels.
Risk Register
The Company operates a Risk Register which documents risks
that may prevent the Company from meeting its corporate and
strategic objectives. It records all risks including strategic,
operational, conflicts, compliance, financial and reporting,
and market risks. All risks are assessed against likelihood
and severity. Risks are reviewed at operational and strategic
level to ensure that they are in line with TruFin’s risk appetite.
Controls are put in place to mitigate against the identified
potential impact, and documented risk owners are put in place.
Any change in risk will trigger a review of the controls and
mitigating actions to ensure they are still relevant and suitable.
Risks are measured in respect of how they will impact the
business.
Along with the Company’s risk policies, the Risk Register is
reviewed on an annual basis and any updates are reported to
the Board and the Audit Committee.
Principal risks and uncertainties
Principal risks are a risk or combination of risks that, given
the Group’s current position, could seriously affect the
performance, future prospects or reputation of the Group.
These risks could potentially threaten the businesses,
performance, solvency or liquidity, or prevent the delivery of
the strategic objectives.
Compliance and Risk Report
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
2024 Annual Report and Accounts | 31
Risk
Mitigation
Potential Impact
Strategic Risk
The Group will not put its core strategic and
business objectives at a level of risk which is
beyond its financial resources and operational
capabilities. The Group will monitor and
continually review this risk.
Strategic and business risk is the risk which
can affect the Group’s ability to achieve its
corporate and strategic objectives. The risk
on the performance of the Group arising from
its strategic decisions, change in the business
conditions, improper implementation of
decisions or lack of responsiveness to industry
changes. It is particularly important as the
Group continues its growth strategy.
Credit Risk
The Group adopts prescribed lending policies and
adheres to strict credit and underwriting criteria
specifically tailored to each business area.
The risk of default, potential write-off, financial
loss arising from a borrower or counterparty
failing to meet its financial obligations.
Funding Risk
Satago has secured funding, with which it can
continue to grow it business.
The risk of the Group not being able to meet
its current and future financial obligations over
time, specifically that funding is not available to
meet the Group’s growth targets.
Operational Risk
The Group reviews its operational infrastructure
to ensure that it is secure and fit for purpose.
The Group maintains a strong internal control
environment and the Group has also factored in
the strengthening of processes and systems.
Supplier policies are in place to ensure regular
review of third parties and the associated costs
and key dependencies.
The risk of financial loss and/or reputational
damage resulting from inadequate or failed
internal processes, people and systems (third
party or internal) or from external events. The
exposure to operational risk has increased from
the previous year as the businesses have grown.
The key risks identified and which the Board has reasonable expectation are appropriately mitigated
Cyber Risk
The Group has invested in its IT team and
infrastructure, implementing additional cyber
security processes and policies and continues
to regularly review its IT and security
provisions to ensure they are industry leading
and in line with best practice. It has put
in place business continuity and disaster
recovery procedures with scheduled regular
testing such that, should an event occur, the
disruption to the Group can be managed and
impact minimised as far as possible.
The Group is dependent on the security,
integrity and operational performance of
the systems and products it offers as well
as the platform partners it works with. A
security breach or major systems failure
could significantly impact the business and its
ability to execute on its plans and compromise
sensitive data.
This would also result in adverse reputational
consequences for the Group.
Currency Risk
The Group receives revenues in both GBP and
USD, which acts as a natural hedge to costs
incurred in USD.
The Group operates bank accounts in all
Group currencies to hedge against currency
risk exposure. Cashflow forecasts are
prepared to assess the Group’s currency
requirements.
Hedging will be considered as an appropriate
solution when the scale of European
operations becomes significant.
The Group is located in the UK, USA and Europe,
and trades in GBP, USD, PLN, SEK, and EUR.
There is an FX risk to the Group based on
external market conditions which may lead to a
realised or unrealised FX loss.
32 |
Looking ahead
The Directors of TruFin have carried out a robust
assessment of the principal risks facing the Group,
including those that would threaten its business model,
future performance, solvency or liquidity.
We will continue to monitor the impacts and associated
risks arising from the regulatory landscape and global
Risk Potential Impact Mitigation changes with a particular
Risk
Mitigation
Potential Impact
focus on consideration of emerging risks. There will
continue to be a focus on strengthening the risk and control
environment, including ESG risks.
In addition, focus will remain on ensuring a strong
dialogue between the compliance function and executive
management, the operations of the Group, and the Board of
Directors.
Staff
Shortage
Risk
The Group is focused on ensuring its
remuneration packages and employee
policies remain competitive with market
rates and practices to ensure vacancies are
filled with high calibre, skilled individuals.
Key to the Group achieving its short and
mid-term objectives is increased investment
in headcount and the recruitment of skilled
individuals. In some areas identifying such
skilled individuals has been challenging
and potentially could negatively impact the
achievement of the Group’s targets.
CORPORATE GOVERNANCE
Compliance and Risk Report continued
Inflation
and Interest
Rate Risk
The Group monitors operational costs and
interest rates to ensure competitive rates are
obtained, and, where appropriate, customer
pricing will be used to mitigate adverse
movements and manage financial performance.
In recent times global economies have seen
increasing levels of inflation and interest rates.
There is a risk that this could have a material
adverse effect on the Group’s future financial
performance and levels of profitability.
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
2024 Annual Report and Accounts | 33
We believe that high standards of ESG and sustainability within
both the Company and its subsidiaries (the “Group”) are not only
good in themselves but also make sound business sense and
have the potential to protect and enhance shareholder returns.
TruFin has identified the key areas for consideration, across
the three ESG categories, which best align with its values
and are most relevant for companies operating in the fintech
industry. The key environmental consideration as identified
by TruFin is the potential impact of business operations on
the global issue of climate change. Social factors include the
risks and opportunities associated with diversity, data security
and privacy, and the impact the Group has on its employees,
customers, and community. Governance considerations include
anti-bribery and corruption, board structure and independence,
and compliance.
Environmental responsibility
As an investment company, with limited internal resource, the
Company has little impact on the environment. However, we
believe protecting the environment is a global mission and we
have our own part to play in helping the UK reduce greenhouse
gas emissions to net zero by 2050. Our offices operate energy
saving practices, our employees recycle waste, and we
discourage excessive printing of documents and will continue to
remove unnecessary paper wherever we can.
Social responsibility
Our aim is to embrace diversity and be truly representative of all
sections of society. We believe the foundations are in place for
the Group to uphold a diverse and inclusive environment where
employees feel they can fulfil their career ambitions regardless
of their gender, sexual orientation, ethnicity, disability, or social
upbringing. We aim to provide an inclusive, progressive and
sustainable environment where our employees thrive.
We strive to uphold working environments free of bullying,
harassment, victimisation and unlawful discrimination, where
individual differences and contributions from all employees are
recognised and valued.
It is becoming increasingly clear that people care about
the ethical use of their data, demanding accountability and
transparency from the businesses they interact with. As such,
we believe our robust internal data protection and security
policies ensure regulatory compliance, providing assurance that
our data handling is ethical and strengthens our governance.
We believe it is critical for boards of directors to benefit from
diverse perspectives and as such the Company aims to have a
balance of relevant skills, experience and background amongst
the Directors on the Board. Further, we believe that all Board
appointments should be made on merit and with due regard
to the benefits of diversity. As well as the subsidiary boards,
we also encourage diversity in the management teams of the
subsidiaries and the promotion of the benefits of diversity
throughout Group.
Governance responsibility
We acknowledge the importance of high standards of corporate
governance and intend to comply with the principles set out in
the QCA Corporate Governance Code for small and mid-size
quoted companies 2018. This sets out a standard of minimum
best practice for small and mid-size quoted companies,
particularly Alternative Investment Market (“AIM”) companies. A
statement regarding how we comply with the QCA code can be
found on the TruFin website.
In November 2023, the QCA published an updated version of
its Code (the “2023 Code”), that will apply to financial years
beginning on or after 1 April 2024. Disclosures in respect of the
2023 Code are expected in 2025. In order to ensure compliance
with these disclosures, TruFin plans to undertake a gap analysis
between its current governance practices and the revised
expectations of the 2023 Code.
Governance is a priority throughout the Group. We have
implemented a Group Governance Policy within each of the
subsidiaries which we believe provides the Group with sufficient
autonomy to be as successful as possible, whilst ensuring
we have adequate information about, and appropriate control
over, the significant activities and decisions of our subsidiaries,
ensuring that good governance is achieved.
The Group Governance Policy requires constant engagement
between the executive management of TruFin and its
subsidiaries, and expects ESG and sustainability issues
to be a key consideration for such communication. Within
each subsidiary, there are members of TruFin’s executive
management team with a board seat, or with board observer
status.
We are committed to carrying out business in an honest and fair
manner with a zero-tolerance approach to bribery, tax evasion
and corruption. As such, policies and procedures are in place
to prevent bribery and corruption. In carrying out its activities,
TruFin aims to conduct itself responsibly, ethically and fairly,
including in relation to social and human rights issues.
ESG and sustainability in action
Developments continue to be seen in ESG and sustainability
practices across the subsidiaries, both in their business models
and operating procedures. However, it should be noted that the
Group comprises early-stage companies and quantitative data is
not readily available. Below we highlight some examples.
Oxygen
Oxygen exists to create economic and social value for its
clients, fostering public sector procurement practices that
enhance societal, environmental, and operational efficiency
across the supply chain. It achieves this through its digital
solutions: Early Payment and FreePay, Oxygen Insights
(including Insights Carbon), and BidStats.
Oxygen’s most significant ESG contribution is arguably through
FreePay. Aligned with the public sector’s commitment to social
responsibility, FreePay enables buying organisations to inject
liquidity into small and micro firms vital to their supply chains,
driving economic growth. This strengthens local economies,
enhances supply chain resilience, and maximises the positive
impact of procurement.
Environmental, Social and Governance (“ESG”)
and Sustainability Report
34 |
CORPORATE GOVERNANCE
Looking ahead
We are pleased with the progress we have made
in evolving our ESG and sustainability agenda
this year. However we know there is much more
we can do. This is a long-term journey and
something that is core to our Group business
model.
Getting it right for our employees, customers,
communities, environment, and shareholders is
the cornerstone of our efforts.
We believe that prioritising ESG and
sustainability builds greater resilience into our
business model and there will continue to be
a focus on strengthening the risk and control
environment, including those relating to ESG.
In 2025, TruFin will remain committed to:
•
Incorporating ESG and sustainability considerations into its
operating practices
•
Providing ESG training and support to employees so that they
may perform their work in accordance with its philosophy
•
Actively engaging with the subsidiaries to encourage regular
reporting and ongoing improvement of key ESG areas
•
Annual reporting on ESG and sustainability via our Annual
Report and Accounts.
Environmental, Social and Governance (“ESG”)
and Sustainability Report continued
Beyond financial benefits, FreePay fosters stronger buyer-
supplier relationships, increases transparency in purchase-
to-pay processes, and ensures prompt payments. By adopting
FreePay, councils and public bodies not only improve efficiency
but also empower the businesses that sustain their operations.
In 2024, the number of FreePay suppliers grew by 23%, with
225,000 invoices paid early, bringing the total value of early
payments since the programme’s inception to £2.7bn.
Oxygen’s ESG impact extends beyond FreePay. Insights Carbon
equips local authorities with essential intelligence on Scope
3 (third-party) emissions, enabling informed, net-zero-aligned
decisions. Meanwhile, BidStats remains a key resource for
businesses of all sizes, streamlining public sector procurement
by aggregating tender and contract data from over 3,000
sources. With both free and paid plans, even the smallest
businesses can access opportunities they might otherwise miss.
Additionally, Early Payment continues to deliver rebate savings
to local government, ready to be reinvested into frontline public
services, setting a new record of £14.4m in rebates generated in
2024.
Oxygen employees also gave back through events including a
100km Bike Ride, a Charity 5-A-Side Football Tournament for
Birmingham Children’s Hospital Charity, walking 4.2 million
steps for Movember, and volunteering at the Brushstroke
Community Project, all supported by a Matched Giving scheme
and paid volunteering time.
Last year, Oxygen chose to align its ESG reporting with the
United Nation’s Sustainable Development Goals (“UN SDGs”).
These UN SDGs are designed to drive global progress towards a
more environmentally and socially responsible world by 2030.
Satago
Satago facilitates best-in-class invoice finance solutions
through advanced technology and innovative use of data to help
SMEs in the community. Satago’s solutions solve problems by
removing traditional challenges experienced by lenders and
SMEs. Satago believes that all SMEs should have access to
financing capabilities to help them achieve success.
With its value created through collaboration and partnerships,
Satago believes that ethical procurement is at the heart of its
value chain. Specifically, Satago pays attention to the carbon
impacts of its suppliers and the labour practices of its end-
users and, guided by the principles of ESG, aims to proactively
eliminate unethical practices throughout its supply chain.
Further, Satago endeavours to work with suppliers who have
publicly made – and demonstrate – their commitment to the
environment.
Playstack
Playstack is a leading games publisher that employs a diverse
team of people globally.
As in previous years, Playstack has supported SpecialEffect, a
charity which supports people with physical disabilities through
the innovative use of technology. SpecialEffect will remain
Playstack’s primary chosen charity for 2025.
In addition to this, Playstack continues to participate in other
charitable initiatives. Of note is Humble Bundle, where Playstack
games are included in a bundle for players, with the majority of
proceeds going to charity.
Playstack is fully offsetting its 2024 carbon footprint
through Ecologi, a leading climate action platform supporting
businesses calculate, reduce and offset their carbon emissions.
For 2025, Playstack will remain focussed on sustainability,
choosing locally sourced suppliers for food and beverages
in recyclable or reusable packaging, organic or sustainably
sourced materials for game merchandise, and an offset
programme for all other expenses. Playstack is continuing
to take steps to meet the highest standards of social and
environmental performance, transparency and accountability,
and become B Corp Certified.
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
2024 Annual Report and Accounts | 35
2024 Annual Report and Accounts | 35
FINANCIAL
STATEMENTS
Report of the Independent Auditor to the Shareholders of Trufin plc
For the year ended 31 December 2024
36 |
Opinion
We have audited the financial statements of TruFin plc (the “parent company”) and its subsidiaries (the “group”) for the year ended
31 December 2024, which comprise:
•
the consolidated and parent company statements of comprehensive income for the year then ended;
•
the consolidated and parent company statements of financial position as at 31 December 2024;
•
the consolidated and parent company statements of changes in equity for the year then ended;
•
the consolidated and parent company statements of cash flows for the year then ended; and
•
the notes to the financial statements, including material accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union.
In our opinion, the financial statements:
•
give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 December 2024 and of the group’s
profit and parent company’s loss for the year then ended;
•
have been properly prepared in accordance with IFRSs as adopted by the European Union; and
•
have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements
section of our report. We are independent of the group and the parent company in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we
have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group’s and parent
company’s ability to continue to adopt the going concern basis of accounting included:
•
Obtaining and reviewing the management’s assessment of going concern;
•
Checking the mathematical accuracy of the model, and agreeing opening positions used;
•
Challenging budgets used by management in their going concern assessment by assessing management’s ability to forecast
accurately which includes comparing the prior year budgets with actual figures and comparing the first month of the 2025
budget to actual results;
•
Challenging the reasonableness for these forecasts whether these are consistent with our understanding of the business
obtained during the audit including through our audit of impairment reviews;
•
Reviewing the downside scenario and challenging management on the assumptions applied;
•
Reviewing mitigating actions that could be taken by management to conserve cash; and
•
Assessing the completeness and accuracy of the disclosures made in relation to this matter in the financial statements.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the group’s and parent company’s ability to continue as a going concern for a
period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of
this report.
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
2024 Annual Report and Accounts | 37
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably be
expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both focus
our testing and to evaluate the impact of misstatements identified.
Based on our professional judgement, we determined overall materiality for the group financial statements as a whole to be £670,000
(2023: £500,000), based on approximately 1% of Total Assets (2023: 1% of Total Assets). Materiality for the parent company financial
statements as a whole was set at £450,000 (2023: £350,000) based on up to 0.5% of Total Assets (2023: 0.5% of Total Assets).
We use a different level of materiality (‘performance materiality’) to determine the extent of our testing for the audit of the financial
statements. Performance materiality is set based on the audit materiality as adjusted for the judgements made as to the entity risk
and our evaluation of the specific risk of each audit area having regard to the internal control environment. This is set at £469,000
(2023: £350,000) for the group and £315,000 (2023: £245,000) for the parent company.
Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party transactions and
directors’ remuneration.
We agreed with the Audit Committee to report to it all identified errors in excess of £34,000 (2023: £25,000). Errors below that
threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds.
Overview of the scope of our audit
The group consists of TruFin plc itself, TruFin Holdings Limited (the holding entity) and the subsidiaries as disclosed in Note 1.
In establishing our overall approach to the group audit, we determined the type of work that needed to be undertaken at each of the
components by us, as the primary audit engagement team. The primary audit engagement team audited all the UK trading entities
within the group, except for the Oxygen business which was audited by a separate Crowe UK team. For the Oxygen business, we
determined the appropriate level of involvement to enable us to determine that sufficient audit evidence had been obtained as a basis
for our opinion on the group as a whole. The primary team lead by the Senior Statutory Auditor was ultimately responsible for the
scope and direction of the audit process. The primary team interacted regularly with the component team where appropriate during
various stages of the audit, reviewed working papers and were responsible for the scope and direction of the audit process. This,
together with the additional procedures performed at group level, such as performing limited scope audit procedures for non-UK
components, gave us appropriate and sufficient audit evidence to support our opinion on the group financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to
fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of
resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of
the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
38 |
Report of the Independent Auditor to the Shareholders of Trufin plc continued
For the year ended 31 December 2024
This is not a complete list of all risks identified by our audit.
Revenue recognition (Note 3)
Key audit matter
The group derives its revenue from interest, fee and publishing income. For the year ended
31 December 2024, the group recorded total gross revenue from continuing operations of
£55.0m (2023: £18.1m).
Interest income is earned on loans and advances to customers by Satago and accounts for 2% of
total revenue. Fee income is earned on payment services and subscription fees provided by
Oxygen and Satago which accounts for 17% of total revenue. Publishing income is earned by the
companies in the Playstack group and accounts for 81% of total revenue in the current year.
Revenue is material and is an important determinant of the group’s profitability, which has a
consequent impact on its share price performance. This may create an incentive for management
to manipulate results and this is therefore considered to be a fraud risk.
• We obtained an understanding of the processes and controls relevant to each revenue
streams. We also assessed the design and implementation of key controls over revenue
recognition.
• Based on that understanding, we considered the performance obligations identified when
“control” passes to the customer and, consequently, when revenue is earned in accordance
with IFRS 15.
• We selected a sample of contracts to confirm our understanding of the principal terms and
obligations.
• We performed analytical review for each revenue streams and corroborated the reasons for
any large and unusual variances.
• For a selection of transactions, we confirmed that the recognition criteria in relation to the
income earned in the period has been met by agreeing to supporting documents and
vouching to cash receipts. For publishing income, we agreed to third party reports and
corroborated the games successful releases and reviews through independent internet
searches. For fee income, we agreed to signed customer contracts to ensure that the rate
applied is correct. And for interest income, we recalculated the interest earned based on the
underlying interest rate per the financing agreements.
• We reviewed and tested the basis for accrued and deferred income. For accrued income, we
agreed to post year end cash receipt and compared to amount accrued at the year end. For
deferred income, we agreed to signed contracts and recalculated the deferred income
element based on the terms of the agreement.
• We reviewed credit notes issued post year end to ensure which accounting period the credit
notes relate to and if the sale needs reversing.
• We tested the cut off of revenue by agreeing a sample of revenue transactions before and
after year end to supporting evidence such as invoices and agreements, ensuring revenue is
recognised in the correct accounting period.
Carrying value of goodwill and other intangible assets (Note 11)
Key audit matter
The group’s intangible assets totalling £25.9m (2023: £25.4m) comprises of goodwill, separately
identifiable intangible assets, client contracts, software licenses and similar assets.
When assessing the carrying value of goodwill and intangible assets, management make
judgements regarding the appropriate cash generating unit, strategy, future trading and
profitability and the assumptions underlying these. The process of measuring and recognising
impairment of assets, including goodwill, is complex and highly judgemental.
How the scope of our audit
addressed the key audit matter
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
2024 Annual Report and Accounts | 39
• We obtained an understanding of the process and key controls relating to the impairment
assessment.
• We reviewed and challenged the assessment made by management in the determination of
the cash generating units.
• We evaluated, in comparison to the requirements set out in IAS 36, management’s
assessment as to whether goodwill and/or other intangible assets are impaired.
• We ensured that the cash flow forecasts are based on budget approved by the Board. We
checked the mathematical accuracy of the underlying value-in-use calculations.
• We challenged and reviewed management’s impairment models, and the key estimates,
including the discount rate and revenue growth. We reviewed the appropriateness and
consistency of the process for making such estimates.
• We involved our valuations specialist to assist us with reviewing and challenging the discount
rate and terminal growth rate used by management.
• We performed sensitivity analysis on the key assumptions to the impairment models to
understand the impact that reasonably possible changes to these key inputs would have on
the overall carrying amount of goodwill and other intangible assets.
• We reviewed the completeness and accuracy of the disclosures included in the financial
statements.
Our audit procedures in relation to these matters were designed in the context of our audit opinion as a whole. They were not
designed to enable us to express an opinion on these matters individually and we express no such opinion.
Other information
The directors are responsible for the other information contained within the annual report. The other information comprises the
information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the
financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not
express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify
such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Matters on which we are required to report by exception
We have nothing to report to you in respect of the following matters where the Companies (Jersey) Law 1991 requires us to report to
you if, in our opinion:
•
proper accounting records have not been kept by the parent company, or proper returns adequate for our audit have not been
received from branches not visited by us; or
•
the parent company financial statements are not in agreement with the accounting records and returns; or
•
we have not received all the information and explanations we require for our audit.
Responsibilities of the directors for the financial statements
As explained more fully in the directors’ responsibilities statement set out on page 29, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the
directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether
due to fraud or error.
How the scope of our audit
addressed the key audit matter
Report of the Independent Auditor to the Shareholders of Trufin plc continued
For the year ended 31 December 2024
40 |
In preparing the financial statements, the directors are responsible for assessing the group’s and parent company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative
but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high
level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
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:
We obtained an understanding of the legal and regulatory frameworks within which the group operates, focusing on those laws and
regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws
and regulations we considered in this context were the Companies (Jersey) Law 1991 for the parent company, the Companies Act 2006
for the UK subsidiaries and income tax rules in the relevant jurisdictions the group operates.
As part of our audit planning process we assessed the different areas of the financial statements, including disclosures, for the risk of
material misstatement. This included considering the risk of fraud where direct enquiries were made of management and those
charged with governance concerning both whether they had any knowledge of actual or suspected fraud and their assessment of the
susceptibility of fraud. We considered the risk was greater in areas involve significant management estimate or judgement. Based on
this assessment we designed audit procedures to focus on the key areas of estimate or judgement, this included specific testing of
journal transactions, both at the year end and throughout the year.
Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial
statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). The
potential effects of inherent limitations are particularly significant in the case of misstatement resulting from fraud because fraud
may involve sophisticated and carefully organised schemes designed to conceal it, including deliberate failure to record transactions,
collusion or intentional misrepresentations being made to us.
A further description of our responsibilities for the audit of the financial statements is available on the Financial Reporting Council’s
website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the parent company’s members, as a body, in accordance with Article 113A of the Companies (Jersey) Law
1991. Our audit work has been undertaken so that we might state to the parent company’s members those matters we are required to
state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
John Charlton (Senior Statutory Auditor)
For and on behalf of
Crowe U.K. LLP
Statutory Auditor
London
25 March 2025
2024
2023
Notes
£’000
£’000
Interest income
3
1,246
1,470
Fee income
3
9,163
9,348
Publishing income
3
44,544
7,313
Gross revenue
3
54,953
18,131
Interest, fee and publishing expenses
(30,320)
(5,027)
Net revenue
24,633
13,104
Staff costs
5
(12,898)
(12,558)
Other operating expenses
(5,723)
(5,850)
Depreciation & amortisation
(5,221)
(1,922)
Net impairment on financial assets
7
(776)
(109)
Share of loss from associates
–
(4)
Profit/(loss) before tax
15
(7,339)
Taxation
2, 9
3,632
962
Profit/(loss) from continuing operations
3,647
(6,377)
Loss from discontinued operations
10
–
(963)
Profit/(loss) for the year
3,647
(7,340)
Other comprehensive income
Items that may be reclassified subsequently to profit and loss
Exchange differences on translating foreign operations
(89)
126
Other comprehensive income for the year, net of tax
(89)
126
Total comprehensive profit/(loss) for the year
3,558
(7,214)
Profit/(loss) for the year attributable to the owners of:
TruFin plc
4,840
(6,472)
Non-controlling interests
(1,193)
(868)
3,647
(7,340)
Total comprehensive profit/(loss) for the year attributable to the owners of:
TruFin plc
4,767
(6,350)
Non-controlling interests
(1,209)
(864)
3,558
(7,214)
Total comprehensive profit/(loss) for the year attributable to Owners of TruFin plc from
Continuing operations
4,767
(5,190)
Discontinued operations
–
(1,160)
4,767
(6,350)
Earnings per Share
2024
2023
Notes
pence
pence
Basic EPS
22
4.6
(6.5)
Diluted EPS
4.2
(6.5)
Basic EPS from continuing operations
4.6
(5.3)
Diluted EPS from continuing operations
4.2
(5.3)
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2024
2024 Annual Report and Accounts | 41
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
FINANCIAL STATEMENTS
2024
2023
Notes
£’000
£’000
Revenue
3
270
1,765
Staff costs
5
(2,757)
(2,106)
Other operating expenses
(748)
(633)
Depreciation & amortisation
(2)
(2)
Loss before tax
(3,237)
(976)
Taxation
9
–
–
Loss and total comprehensive income for the year
(3,237)
(976)
42 |
FINANCIAL STATEMENTS
Company Statement of Comprehensive Income
For the year ended 31 December 2024
FINANCIAL STATEMENTS
2024
2023
Notes
£’000
£’000
Assets
Non-current assets
Intangible assets
11
25,865
25,417
Property, plant and equipment
12
309
275
Deferred tax asset
9
3,175
250
Total non-current assets
29,349
25,942
Current assets
Cash and cash equivalents
14,874
10,140
Loans and advances
14
4,857
7,234
Trade receivables
15
11,147
2,385
Other receivables
15
10,187
4,975
Total current assets
41,065
24,734
Total assets
70,414
50,676
Equity and liabilities
Equity
Issued share capital
16
96,425
96,311
Retained earnings
(24,447)
(31,017)
Foreign exchange reserve
(14)
59
Other reserves
(29,830)
(29,798)
Equity attributable to owners of the company
42,134
35,555
Non-controlling interest
20
1,410
2,385
Total equity
43,544
37,940
Liabilities
Non-current liabilities
Borrowings
17
11
1,047
Total non-current liabilities
11
1,047
Current liabilities
Borrowings
17
4,157
6,157
Trade and other payables
18
22,702
5,532
Total current liabilities
26,859
11,689
Total liabilities
26,870
12,736
Total equity and liabilities
70,414
50,676
The notes on pages 50 to 89 are an integral part of these financial statements.
The financial statements were approved by the Board of Directors and authorised for issue on 25 March 2025. They were signed on
its behalf by:
James van den Bergh
Chief Executive Officer
Consolidated Statement of Financial Position
As at 31 December 2024
2024 Annual Report and Accounts | 43
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
2024
2023
Notes
£’000
£’000
Assets
Non-current assets
Property, plant and equipment
2
2
Investments in subsidiaries
13
30,189
30,189
Amounts owed by group undertakings
58,759
59,089
Total non-current assets
88,950
89,280
Current assets
Cash and cash equivalents
3,288
4,723
Trade and other receivables
15
65
161
Total current assets
3,353
4,884
Total assets
92,303
94,164
Equity and liabilities
Equity
Issued share capital
16
96,425
96,311
Retained earnings
(9,127)
(6,679)
Other reserves
3,767
3,798
Total equity
91,065
93,430
Liabilities
Current liabilities
Trade and other payables
18
1,238
734
Total current liabilities
1,238
734
Total liabilities
1,238
734
Total equity and liabilities
92,303
94,164
The notes on pages 50 to 89 are an integral part of these financial statements.
The financial statements were approved by the Board of Directors and authorised for issue on 25 March 2025. They were signed on
its behalf by:
James van den Bergh
Chief Executive Officer
44 |
FINANCIAL STATEMENTS
Company Statement of Financial Position
As at 31 December 2024
FINANCIAL STATEMENTS
Foreign
Non-
Share
Retained
exchange
Other
controlling
Total
capital
earnings
reserve
reserves
Total
interest
equity
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Balance at 1 January 2024
96,311
(31,017) 59 (29,798)
35,555
2,385
37,940
Profit for the year
–
4,840 – –
4,840
(1,193)
3,647
Other comprehensive income for the year
–
–
(73) –
(73)
(16)
(89)
Total comprehensive income for the year
–
4,840
(73) –
4,767
(1,209)
3,558
Issuance of shares
114
(83) – (31)
–
–
–
Share-based payment
–
872 – –
872
–
872
Subsidiary shares issued from debt to
equity conversion
–
941
–
(1)
940
234
1,174
Balance at 31 December 2024
96,425
(24,447)
(14)
(29,830)
42,134
1,410
43,544
Balance at 1 January 2023
85,706
(24,884) (63) (26,531)
34,228
5,876
40,104
Loss for the year from continuing operations
–
(5,312) – –
(5,312)
(1,065)
(6,377)
Other comprehensive income for the year
–
–
122 –
122
4
126
Loss from discontinued operations
(1,160)
– –
(1,160)
197
(963)
Total comprehensive loss for the year
–
(6,472)
122 –
(6,350)
(864)
(7,214)
Issuance of shares
10,605
(427)
– (3,030)
7,148
–
7,148
Share-based payment
766
– –
766
–
766
Disposal of subsidiary
– – –
–
(2,620)
(2,620)
Purchase of subsidiary shares
–
–
– (237)
(237)
(7)
(244)
Balance at 31 December 2023
96,311
(31,017)
59
(29,798)
35,555
2,385
37,940
The notes on pages 50 to 89 are an integral part of these financial statements.
2024 Annual Report and Accounts | 45
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
Consolidated Statement of Changes in Equity
For the year ended 31 December 2024
Share capital
Share capital represents the nominal value of equity share capital issued.
Retained earnings
The retained earnings reserve represents cumulative net gains and losses and transactions with owners not recognised elsewhere.
Foreign exchange reserve
The foreign exchange reserve represents exchange differences which arise on consolidation from the translation of the financial
statements of foreign subsidiaries.
Other reserves
Other reserves consist of the merger reserve, the share revaluation reserve and shares issued at a discount.
The merger reserve arose as a result of combining businesses that are under common control. As at 31 December 2024 it was a debit
balance of £33,358,000 (2023: £33,358,000).
The share revaluation reserve arose from the share cancellation that took place in February 2018. As at 31 December 2024 its balance
was £8,966,000 (2023: £8,966,000).
Shares issued at a discount arose from share issuances in 2022, 2023 and 2024. As at 31 December 2024 its balance was £5,199,000
(2023: £5,168,000). See Note 16 for further information.
Non-Controlling Interest
The non-controlling interest relates to the minority interest held in Bandana Media Limited, Playstack OY, Satago Financial Solutions
Limited, Satago SPV1 Limited, Satago SPV2 Limited and Satago z.o.o.
46 |
FINANCIAL STATEMENTS
Consolidated Statement of Changes in Equity continued
For the year ended 31 December 2024
FINANCIAL STATEMENTS
Retained
Share capital
earnings
Other reserves
Total equity
£’000
£’000
£’000
£’000
Balance at 1 January 2024
96,311
(6,679) 3,798
93,430
Total comprehensive loss for the year
–
(3,237)
–
(3,237)
Issuance of shares
114
(83)
(31)
–
Share-based payment –
872
–
872
Balance at 31 December 2024
96,425
(9,127)
3,767
91,065
Balance at 1 January 2023
85,706
(6,042)
6,828
86,492
Total comprehensive loss for the year
–
(976)
–
(976)
Issuance of shares 10,605
(427)
(3,030)
7,148
Share-based payment
766
766
Balance at 31 December 2023
96,311
(6,679)
3,798
93,430
The notes on pages 50 to 89 are an integral part of these financial statements.
2024 Annual Report and Accounts | 47
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
Company Statement of Changes in Equity
For the year ended 31 December 2024
2024
2023
Notes
£’000
£’000
Cash flows from operating activities
Profit/(loss) before tax
Continuing operations
15
(7,339)
Discontinued operations
–
(963)
Adjustments for
Depreciation of property, plant and equipment
212
107
Amortisation of intangible assets
6,336
2,893
Share-based payments
872
766
Finance costs
595
569
Share of loss from associate
–
4
Loss on disposal of fixed assets
13
–
Loss on disposal of subsidiary
–
1,358
Underlying trading profit from discontinued operations
–
(396)
8,043
(3,001)
Working capital adjustments
Movement in loans and advances
2,377
(4,491)
Increase in trade and other receivables
(13,927)
(1,398)
Increase in trade and other payables
17,085
390
5,535
(5,499)
Tax credit received
690
768
Interest and finance costs
(423)
(416)
Net cash generated from/(used in) operating activities from continuing operations
13,845
(8,148)
Cash flows from investing activities:
Additions to intangible assets
(6,851)
(5,452)
Additions to property, plant and equipment
(28)
(42)
Acquisition of subsidiaries
(8)
(1,421)
Disposal of subsidiary
–
3,147
Cash in subsidiary on disposal
–
(938)
Net cash used in investing activities from continuing operations
(6,887)
(4,706)
Cash flows from financing activities:
Issue of ordinary share capital
–
7,148
Net borrowings
17
(1,999)
5,393
Lease payments
(197)
(81)
Net cash generated (used in)/from financing activities from continuing operations
(2,196)
12,460
Net increase/(decrease) in cash and cash equivalents from continuing operations
4,762
(394)
Net cash from discontinued operations
–
199
Cash and cash equivalents at beginning of the year
10,140
10,273
Effect of foreign exchange rate changes
(28)
62
Cash and cash equivalents at end of the year
14,874
10,140
The notes on pages 50 to 89 are an integral part of these financial statements.
48 |
FINANCIAL STATEMENTS
Consolidated Statement of Cash Flows
For the year ended 31 December 2024
FINANCIAL STATEMENTS
2024 Annual Report and Accounts | 49
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
2024
2023
£’000
£’000
Cash flows from operating activities
Loss before income tax
(3,237)
(976)
Adjustments for:
Depreciation of property, plant and equipment
2
2
Interest income
(149)
(1,657)
Share-based payments
872
766
Working capital adjustments
(2,512)
(1,865)
Decrease/(increase) in trade and other receivables
146
(22)
Increase/(decrease) in trade and other payables
448
(200)
594
(222)
Interest received
155
117
Net cash used in operating activities
(1,763)
(1,970)
Cash flows from investing activities
Intragroup loans cash advanced
(4,298)
(6,156)
Intragroup loans cash received
4,567
3,442
Additions to property, plant and equipment
(2)
–
Net cash generated from/(used in) investing activities
267
(2,714)
Cash flows from financing activities
Issue of ordinary share capital
–
7,147
Net cash generated from financing activities
–
7,147
Net (decrease)/increase in cash and cash equivalents
(1,496)
2,463
Cash and cash equivalents at beginning of the year
4,723
2,260
Effect of foreign exchange rate changes
61
–
Cash and cash equivalents at end of the year
3,288
4,723
All cash and cash equivalents are cash at bank.
The notes on pages 50 to 89 are an integral part of these financial statements.
Company Statement of Cash Flows
For the year ended 31 December 2024
Statutory information
TruFin plc is a Company registered in Jersey and incorporated under Companies (Jersey) Law 1991. The Company’s ordinary shares
were listed on the Alternative Investment Market of the London Stock Exchange on 21 February 2018. The address of the registered
office is 26 New Street, St Helier, Jersey, JE2 3RA.
1.
Accounting policies
General information
The TruFin Group (the “Group”) is the consolidation of TruFin plc and the companies set out in the “Basis of consolidation” on pages 51-52.
The principal activities of the Group are the provision of niche lending, early payment services and game publishing.
The financial statements are presented in Pounds Sterling, which is the currency of the primary economic environment in which the
Group operates. Amounts are rounded to the nearest thousand.
Basis of accounting
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as
adopted by the European Union (“IFRS”).
Prior to 29 November 2017 and before the incorporation of TruFin plc and TruFin Holdings, the entities named above were under
common control and therefore, have been accounted for as a common control transaction –that is a business combination in which all
the combining entities or businesses are ultimately controlled by the same company both before and after the combination. IFRS 3
provides no specific guidance on accounting for entities under common control and therefore other relevant standards have been
considered. These standards refer to pooling of assets and merger accounting and this is the methodology that has been used to
consolidate the Group.
After 29 December 2017, post the reorganisation, the entities constitute a legal group and accordingly the consolidated financial
statements have been prepared by applying relevant principles underlying the consolidation procedures of IFRS.
Basis of preparation
The results of the Group companies have been included in the consolidated statement of comprehensive income. Where necessary,
adjustments have been made to the underlying financial information of the companies to bring the accounting policies used into line
with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.
The consolidated financial statements contained in this document consolidates the statements of total comprehensive income,
statements of financial position, cash flow statements, statements of changes in equity and related notes for each of the companies
listed in the “Basis of consolidation” on pages 51-52, which have been prepared in accordance with IFRS.
Non-controlling interests, presented as part of equity, represent the portion of a subsidiary’s profit or loss and net assets that is not
held by the Group. The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the
non-controlling interests based on their respective ownership interests.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
50 |
FINANCIAL STATEMENTS
Basis of consolidation
The consolidated financial statements include all of the companies controlled by the Group, which are as follows:
Country of
% voting rights
Entities
incorporation
Registered address
Nature of the business
and shares held
26 New Street, St Helier,
TruFin Holdings Limited (“THL”)
Jersey
Jersey JE2 3RA
Holding Company
100% of ordinary shares
Satago Financial Solutions Limited
(“Satago”) (together with Satago
120 Regent Street,
SPV 1, Satago SPV 2 and Satago
London, United Kingdom,
Provision of short term
Poland) (“Satago Group”)
UK
W1B 5FE
finance
75% of ordinary shares
120 Regent Street,
London, United Kingdom,
Provision of short term
Satago SPV 1 Limited (“Satago SPV 1”)
UK
W1B 5FE
finance
75% of ordinary shares
120 Regent Street,
London, United Kingdom,
Provision of short term
Satago SPV 2 Limited (“Satago SPV 2”)
UK
W1B 5FE
finance
75% of ordinary shares
32-023 Krakow ul. Sw.
Provision of short term
Satago z.o.o (Satago Poland)
Poland
Krzyza 19/6 Poland
finance
75% of ordinary shares
1st Floor Enterprise House,
Oxygen Finance Group Limited (“OFGL”)
115 Edmund Street,
(together with OFL, BPL and OFAI)
Birmingham, United
(“Oxygen”)
UK
Kingdom, B3 2HJ
Holding Company
90% of ordinary shares*
1st Floor Enterprise House,
115 Edmund Street,
Birmingham, United
Provision of early
Oxygen Finance Limited (“OFL”)
UK
Kingdom, B3 2HJ
payment services
90% of ordinary shares*
1st Floor Enterprise House,
115 Edmund Street,
Birmingham, United
Birmingham Procurement Limited (“BPL”)
UK
Kingdom, B3 2HJ
Not trading
90% of ordinary shares*
Corporation Trust Center,
1209 Orange Street, City
of Wilmington, County
of New Castle, Delaware
Provision of early
Oxygen Finance Americas, Inc (“OFAI”)
USA
19801, USA
payment services
90% of ordinary shares*
120 Regent Street,
London, United Kingdom,
Provision of technology
TruFin Software Limited (“TSL”)
UK
W1B 5FE
services
100% of ordinary shares
56a Poland Street,
London, United Kingdom,
Publishing of computer
Playstack Limited (“Playstack”)**
UK
W1F 7NN
games
100% of ordinary shares
56a Poland Street,
London, United Kingdom,
Publishing of computer
Bandana Media Limited (“Bandana”)**
UK
W1F 7NN
games
72% of ordinary shares
56a Poland Street,
London, United Kingdom,
Business and domestic
PlayIgnite Ltd (“PlayIgnite”)**
UK
W1F 7NN
software developer
100% of ordinary shares
Publishing activities in
Kamienna 21, 31-403
the field of computer
Playstack z.o.o (“PS Poland”)**
Poland
Krakow, Poland
games
100% of ordinary shares
Publishing activities in
Mikonkatu 17 B, 00100
the field of computer
Playstack OY (“PS Finland”)**
Finland
Helsinki, Finland
games
75% of ordinary shares
2024 Annual Report and Accounts | 51
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
Country of
% voting rights
Entities
incorporation
Registered address
Nature of the business
and shares held
Developing, publishing
Solbergavägen 17, 17998
and selling electronic
Playstack AB (“PS Sweden”)**
Sweden
Färentuna, Sweden
games
100% of ordinary shares
Gust Delaware, 16192
Coastal Hwy, Lewes,
Publishing of computer
Playstack Inc (“Playstack USA”)**
USA
DE 19958
games
100% of ordinary shares
Cogency Global Inc, 850
New Burton Road, Suite
Business and domestic
PlayIgnite Inc (“PlayIgnite USA”)**
USA
201, Dover DE 19904
software developer
100% of ordinary shares
5424 Sunol Blvd Ste 10
PMB 1021, Pleasanton, CA
Magic Fuel Inc (“Magic Fuel”)
USA
94566-7705
Game developer
100% of ordinary shares
*
Nominal ownership of these companies is 90% due to the Oxygen Management Incentive Plan (“Oxygen MIP”). Effective economic ownership is 100% based on their
Statements of Financial Position at the Reporting Date.
**
The Playstack Group includes one associate company incorporated in the UK which has been accounted for using the equity method. This is:
•
A 27% interest in Storm Chaser Games Limited (“Storm Chaser Games”)
The Playstack Group included one associate company incorporated in the UK which was dissolved in the year.
•
A 49% interest in Snackbox Games Ltd
On 9 July 2024, Altlending UK Limited ( a UK incorporated entity 100% owned by THL) was dissolved.
Principal accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been
applied consistently to all the financial periods presented.
The consolidated financial statements have been prepared in accordance with European Union Endorsed International Financial
Reporting Standards (IFRSs) and the IFRS Interpretations Committee (formerly the International Financial Reporting Interpretations
Committee (IFRIC)) interpretations. These statements have been prepared on a going concern basis and under the historical cost
convention except for the treatment of certain financial instruments.
Going concern
As at 31 December 2024, the Group had a cash balance of £14.9m and net current assets of £14.2m, which includes a external
borrowing balance of £4.2m. The directors have prepared and reviewed detailed financial forecasts of the Group and, in particular,
considered the cash flow requirements for the period from the date of approval of these financial statements to the end of March
2026.
These forecasts sit within the Group’s latest estimate and within the longer-term financial plan, both of which have been updated on a
regular basis. The Group has not identified any material uncertainties in the going concern model and remains confident that the
forecasts are appropriate. Key assumptions include continued positive performance in Oxygen and Playstack, and Satago
performance improving to break even in June 2026. The forecast is not sensitive to reasonable possible changes in the key
assumptions both individually or in aggregate.
Accordingly, the Directors have adopted the going concern basis in preparing these financial statements.
Revenue recognition
Net revenue
Interest income and expense
Interest income and expense for all financial instruments except for those classified as held for trading or measured or designated as
at Fair Value Through Profit and Loss (“FVTPL”) are recognised in “Net revenue” as “Interest income” and “Interest, fee and publishing
expenses” in the profit or loss account using the effective interest method.
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
52 |
FINANCIAL STATEMENTS
The Effective Interest Rate (“EIR”) is the rate that exactly discounts estimated future cash flows of the financial instrument through
the expected life of the financial instrument or, where appropriate, a shorter period, to the net carrying amount of the financial asset
or financial liability. The future cash flows are estimated taking into account all the contractual terms of the instrument.
The calculation of the EIR includes all fees and points paid or received between parties to the contract that are incremental and
directly attributable to the specific lending arrangement, transaction costs and all other premiums or discounts.
The interest income/expense is calculated by applying the EIR to the gross carrying amount of non-credit impaired financial assets
(that is, to the amortised cost of the financial asset before adjusting for any expected credit loss allowance), or to the amortised cost
of financial liabilities.
For credit-impaired financial assets, as defined in the financial instruments accounting policy, the interest income is calculated by
applying the EIR to the amortised cost of the credit-impaired financial assets, that is, to the gross carrying amount less the allowance
for Expected Credit Losses (“ECLs”).
Fee income
Fee income for the Group is earned from payments services fees, implementation fees, consultancy fees and subscription fees.
Payment services provided by Oxygen comprises the following elements:
Early Payment Programme Services (“EPPS”) contracts
Oxygen’s EPPS generate rebates (ie discounts on invoice value) for its clients by facilitating the early payment of supplier invoices.
Oxygen’s single performance obligation is to make its intellectual property and software platform available to its clients for the
duration of their contracts.
Oxygen bills its clients monthly for a contractually agreed share of supplier rebates generated by their respective Early Payment
Programmes during the previous month. This revenue is recognised in the month the rebates are generated.
Implementation fees
Oxygen Implementation fees
Implementation fees are charged to some clients in establishing a client’s technological access to the EPPS and in otherwise readying
a client to benefit from the Services. Establishing access to the company’s intellectual property and software platform does not
amount to a distinct service as the client cannot benefit from the initial access except by the company continuing to provide access
for the contract period. Where an implementation fee is charged, it is therefore a component of the aggregate transaction price of the
EPPS. Accordingly, such revenue is initially deferred and then recognised in the statement of comprehensive income over the life of
the related EPPS.
Satago Implementation fees
Implementation fees are in line with contractual agreements and relate to Lending as a Service projects.
Consultancy fees
Oxygen provides stand-alone advisory services to clients. Revenue is accrued as the underlying services are provided to the client.
Playstack earns revenue where one or more people are billed directly to a client for the provision of services.
Subscription fees
Insight services subscription fees
The Insight Services offered by OFL provide focussed public sector procurement data and analytics on a subscription basis. Clients
cover both the private sector, enabling them to improve and develop their engagement with the public sector, and public sector
organisations, enabling them to make more informed procurement decisions. Subscriptions are typically received in advance and
recognised over the length of the contract as access to the database is provided.
Satago subscription fees
These are monthly fees for access to Satago’s platform. Subscriptions are received in advance and recognised during the month the
subscription relates to.
2024 Annual Report and Accounts | 53
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
Fee expenses
Fee expenses are directly attributable costs, associated with the Oxygen’s EPPS. The expenses include amortisation arising from
capitalised contract costs incurred directly through activities which generate fee income. Amortisation arising from other intangible
assets is recognised in depreciation and amortisation.
Publishing income
Publishing income for the Group is earned by companies in the Playstack Group and comprises the following elements. Publishing
income is recognised at the fair value of consideration received or receivable for goods and services provided and is shown net of VAT
and any other sales taxes. The fair value takes into account any trade or volume discounts and commission retained.
In App Purchases (IAP) revenue
IAP revenue is earned on the sale of mobile games and features within those games. It is recognised when the game or feature is sold.
Advertising revenue
Advertising revenue is earnings from featuring third party advertising within mobile games. It is recognised when these
advertisements are featured within the games.
Console and Platform revenue
Console revenue is earned on the sale of video games for consoles. It is recognised when the game is sold. Platform revenue is earned
through partnership directly with hardware platform holders in return for exclusive access to one or more games on their service.
Revenue is recognised either on the completion of agreed milestones, across the term of the agreement for live-managed games, or a
combination of the two.
Brand revenue
Brand revenue is when a mobile game player signs up to an advertised brand in a mobile game. Revenue is recognised when the brand
has confirmed acquisition of the customer.
Publishing expenses
Publishing expenses are directly attributable costs, associated with the Playstack Group’s publishing income. These costs are
included at their invoiced value and are net of VAT and any other sales tax.
Foreign currencies
The results and financial position of each Group company are expressed in Pounds Sterling, which is the functional currency of the
UK based members of the Group and the presentation currency for the consolidated financial statements.
Transactions in foreign currencies are translated to the Group companies’ functional currency at the foreign exchange rate ruling at
the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to
the functional currency at the foreign exchange rate ruling at that date. Non-monetary assets and liabilities that are measured in
terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Foreign exchange
differences arising on translation are recognised in the consolidated statement of comprehensive income.
In preparing the consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated at the
exchange rate at the reporting date. Income and expense items are translated at the average exchange rates for the year. Exchange
differences arising, are recognised in other comprehensive income and are accumulated in the Foreign exchange reserve equity
section.
Property, plant and equipment
All property, plant and equipment is stated at historical cost (or deemed historical cost) less accumulated depreciation and less any
identified impairment. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its
working condition for its intended use.
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
54 |
FINANCIAL STATEMENTS
Depreciation is provided on all property, plant and equipment at rates calculated to write each asset down to its estimated residual
value on a straight line basis at the following annual rates:
Leasehold improvements – 5 years
Fixtures and fittings – 3 years
Computer equipment – 3 -5 years
Useful economic lives and estimated residual values are reviewed annually and adjusted as appropriate.
Intangible assets
Identifiable intangible assets are recognised when the Group controls the asset, it is probable that future economic benefits
attributed to the asset will flow to the Group and the cost of the asset can be reliably measured.
Intangible assets with finite lives are stated at acquisition or development cost less accumulated amortisation and less any identified
impairment. The amortisation period and method is reviewed at least annually. Changes in the expected useful life or the expected
pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortisation period or
method, as appropriate and are treated as changes in accounting estimates.
Computer software
Computer software which has been purchased by the Group from third party vendors is measured at initial cost less accumulated
amortisation and less accumulated impairments.
Computer software also comprises internally developed platforms and the costs directly associated with the production of these
identifiable and unique software products controlled by the Group. They are probable of producing future economic benefits. They
primarily include employee costs and directly attributable overheads.
Internally generated intangible assets are only recognised by the Group when the recognition criteria have been met in accordance
with IAS 38: Intangible Assets as follows:
•
expenditure can be reliably measured
•
the product or process is technically and commercially feasible
•
future economic benefits are likely to be received
•
intention and ability to complete the development, and
•
view to either use or sell the asset in the future.
The Group will only recognise an internally-generated asset should it meet all the above criteria. In the event of a development not
meeting the criteria it will be recognised within the statement of profit or loss in the period incurred.
Capitalised costs include all directly attributable costs to the development of the asset. Internally generated assets are measured at
capitalised cost less accumulated amortisation less accumulated impairment losses. The internally generated asset is amortised at
the point the asset is available for use or sale. The asset is amortised on a straight-line basis over the useful economic life with the
remaining useful economic life and residual value being assessed annually.
Any subsequent expenditure on the internally generated asset is only capitalised if the cost increases the future economic benefits of
the related asset. Otherwise all additional expenditure should be recognised through the statement of profit or loss in the period it
occurs.
Contract assets
Contract assets comprise the directly attributable costs incurred at the beginning of an Early Payment Scheme Service contract to
revise a client’s existing payment systems and provide access to the Group’s software and other intellectual property. These
implementation (or “set up”) costs are comprised primarily of employee costs.
Amortisation is charged to the statement of comprehensive income over the estimated useful lives of intangible assets from the date
they are available for use, on a straight-line basis. The amortisation basis adopted for each class of intangible asset reflects the
Group’s consumption of the economic benefit from that asset.
2024 Annual Report and Accounts | 55
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
Estimated useful lives
The estimated useful lives of finite intangible assets are as follows:
Computer software – 3 -5 years
Contract assets – Life of underlying contract (typically 5 years)
Goodwill
Goodwill arising on acquisition represents the excess cost of a business combination over the fair values of the Group’s share of the
identifiable assets and liabilities at the date of the acquisition. When part of the consideration transferred by the Group is deferred or
contingent, this is valued at its acquisition date fair value, and is included in the consideration transferred in a business combination.
Changes in the deferred or contingent consideration, which occur in the measurement period, are adjusted retrospectively, with
corresponding adjustments to goodwill.
Goodwill is not amortised but is reviewed at least annually for impairment. For the purpose of impairment testing, goodwill is
allocated to each Cash Generating Unit (“CGU”). Each CGU is consistent with the Group’s primary reporting segment. Any impairment
is recognised immediately through the income statement and is not subsequently reversed.
On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of profit or loss on disposal.
Financial instruments
Initial recognition
Financial assets and financial liabilities are recognised in the Group’s statement of financial position when the Group becomes a party
to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the
acquisition or issue of the financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are
respectively added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial
recognition. Transaction costs that are directly attributable to the acquisition of financial assets and financial liabilities at FVTPL are
recognised immediately in profit or loss.
Financial assets
Classification and reclassification of financial assets
Recognised financial assets within the scope of IFRS 9 are required to be classified as subsequently measured at amortised cost,
FVTOCI or FVTPL on the basis of both the Group’s business model for managing the financial assets and the contractual cash flow
characteristics of the financial assets.
Financial assets are reclassified if and only if, the business model under which they are held is changed. There has been no such
change in the allocation of assets to business models in the periods under review.
Loans and advances
Loans and advances are held within a business model whose objective is to hold those financial assets in order to collect contractual
cash flows. The contractual terms of the loan agreements give rise on specified dates to cash flows that are solely payments of
principal and interest or fees on the principal amount outstanding.
After initial measurement, loans and advances to customers are subsequently measured at amortised cost using the Effective Interest
Rate method (EIR) less impairment. Amortised cost is calculated by taking into account any fees or costs that are an integral part of
the EIR. The EIR amortisation is included in interest and similar income in the statement of comprehensive income. The losses arising
from impairment are recognised in the statement of comprehensive income and disclosed with any other similar losses within the line
item “Net impairment losses on financial assets”.
Where cash flows are significantly different from the original expectations used to determine EIR, but where this difference does not
arise from a modification of the terms of the financial instrument, the Group revises its estimates of receipts and adjusts the gross
carrying amount of the financial asset to reflect actual and revised estimated contractual cash flows. The Group recalculates the
gross carrying amount of the financial asset as the present value of the estimated future contractual cash flows discounted at the
financial instrument’s original EIR. The adjustment is recognised in statement of comprehensive income as income or expense.
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
56 |
FINANCIAL STATEMENTS
Trade and other receivables
Trade receivables do not contain any significant financing component and accordingly are recognised initially at transaction price,
and subsequently measured at cost less expected credit losses.
Investments in subsidiaries
Investments in subsidiaries are accounted for at cost less impairment in the Company’s financial statements.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and demand deposits and short term, highly liquid investments that are readily
convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
Impairment
The Group (and Company) recognises loss allowances for Expected Credit Losses (“ECLs”) on the following financial instruments that
are not measured at FVTPL:
•
Loans and advances;
•
Other receivables;
•
Trade receivables; and
•
Intercompany receivables
ECLs are measured through loss allowances calculated on the following bases:
ECLs are a probability-weighted estimate of the present value of credit losses. These are measured as the present value of the
difference between the cash flows due to the Group under the contract and the cash flows that the Group expects to receive arising
from the weighting of future economic scenarios, discounted at the asset’s EIR within the current performing book.
The Group measures ECL on an individual basis, or on a collective basis for portfolios of loans that share similar credit risk
characteristics. The loss allowance is measured as the present value of the difference between the contractual cash flows and cash
flows that the Group expects to receive using the asset’s original EIR, regardless of whether it is measured on an individual basis or a
collective basis.
A financial asset that gives rise to credit risk, is referred to (and analysed in the notes to this financial information) as being in
“Stage 1” provided that since initial recognition (or since the previous reporting date) there has not been a significant increase in
credit risk, nor has it has become credit impaired.
For a Stage 1 asset, the loss allowance is the “12-month ECL”, that is, the ECL that results from those default events on the financial
instrument that are possible within 12 months from the reporting date.
A financial asset that gives rise to credit risk is referred to (and analysed in the notes to this financial information) as being in
“Stage 2” if since initial recognition there has been a significant increase in credit risk but it is not credit impaired.
For a Stage 2 asset, the loss allowance is the “lifetime ECL”, that is, the ECL that results from all possible default events over the life
of the financial instrument.
A financial asset that gives rise to credit risk is referred to (and analysed in the notes to this financial information) as being in
“Stage 3” if since initial recognition it has become credit impaired.
For a Stage 3 asset, the loss allowance is the difference between the asset’s gross carrying amount and the present value of
estimated future cash flows discounted at the financial asset’s original EIR. Further, the recognition of interest income is calculated
on the carrying amount net of impairment rather than the gross carrying amount as for stage 1 and stage 2 assets.
If circumstances change sufficiently at subsequent reporting dates, an asset is referred to by its newly appropriate Stage and is
re-analysed in the notes to the financial information.
Where an asset is expected to mature in 12 months or less, the “12 month ECL” and the “lifetime ECL” have the same effective
meaning and accordingly for such assets the calculated loss allowance will be the same whether such an asset is at Stage 1 or
Stage 2. However, the Group monitors significant increase in credit risk for all assets so that it can accurately disclose Stage 1 and
Stage 2 assets at each reporting date.
Lifetime ECLs are recognised for all trade receivables using the simplified approach.
2024 Annual Report and Accounts | 57
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
Significant increase in credit risk –policies and procedures for identifying Stage 2 assets
The Group compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default
occurring on the financial instrument as at the date of initial recognition in order to determine whether credit risk has increased
significantly.
See Note 19 for further details about how the Group assesses increases in significant credit risk.
Definition of a default
Critical to the determination of significant increases in credit risk (and to the determination of ECLs) is the definition of default.
Default is a component of the Probability of Default (“PD”), changes in which lead to the identification of a significant increase in
credit risk and PD is then a factor in the measurement of ECLs.
The Group’s definition of default for this purpose is:
•
a counterparty defaults on a payment due under a loan agreement and that payment is more than 90 days overdue, or
•
within the core invoice finance proposition, where one or more individual finance repayments are beyond 90 days overdue,
management judgement is applied in considering default status of the client.
•
the collateral that secures, all or in part, the loan agreement has been sold or is otherwise not available for sale and the proceeds
have not been paid to the lending company; or
•
a counterparty commits an event of default under the terms and conditions of the loan agreement which leads the lending
company to believe that the borrower’s ability to meet its credit obligations to the lending company is in doubt.
The definition of default is similarly critical in the determination of whether an asset is credit-impaired (as explained below).
Credit-impaired financial assets –policies and procedures for identifying Stage 3 assets
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the
financial asset have occurred. IFRS 9 states that evidence of credit-impairment includes observable data about the following events:
•
Significant financial difficulty of the borrower;
•
A breach of contract such as a default (as defined above) or past due event, or
•
The Group, for economic or contractual reasons relating to the borrower’s financial difficulty, having granted to the borrower a
concession that the Group would not otherwise consider.
The Group assesses whether debt instruments that are financial assets measured at amortised cost or at FVTOCI are credit-impaired
at each reporting date. When assessing whether there is evidence of credit-impairment, the Group takes into account both qualitative
and quantitative indicators relating to both the borrower and to the asset. The information assessed depends on the borrower and the
type of the asset. It may not be possible to identify a single discrete event – instead, the combined effect of several events may have
caused financial assets to become credit-impaired.
See Note 19 for further details about how the Group identifies credit-impaired assets.
Presentation of allowance for ECL in the statement of financial position
Loss allowances for ECL are presented in the statement of financial position as follows:
•
For financial assets measured at amortised cost: as a deduction from the gross carrying amount of the assets;
•
For loan commitments: as a provision; and
Modification of financial assets
A modification of a financial asset occurs when the contractual terms governing a financial asset are renegotiated without the
original contract being replaced and derecognised and:
•
The gross carrying amount of the asset is recalculated and a modification gain or loss is recognised in profit or loss;
•
Any fees charged are added to the asset and amortised over the new expected life of the asset; and
•
The asset is individually assessed to determine whether there has been a significant increase in credit risk.
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
58 |
FINANCIAL STATEMENTS
Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised when
the rights to receive cash flows from the asset have expired. The Group also derecognises the assets if it has both transferred the
asset and the transfer qualifies for derecognition.
A transfer only qualifies for derecognition if either
•
The Group has transferred substantially all the risks and rewards of the asset; or
•
The Group has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of
the asset.
Write offs
Loans and advances are written off when the Group has no reasonable expectation of recovering the financial asset (either in its
entirety or a portion of it). This is the case when the Group determines that the borrower does not have assets or sources of income
that could generate sufficient cash flows to repay the amounts subject to the write-off. A write-off constitutes a derecognition event.
The Group may apply enforcement activities to financial assets written off. Recoveries resulting from the Group’s enforcement
activities will result in impairment gains.
Financial liabilities
Financial liabilities and equity
Debt and equity instruments that are issued are classified as either financial liabilities or as equity in accordance with the substance
of the contractual arrangement.
A financial liability is a contractual obligation to deliver cash or another financial asset or to exchange financial assets or financial
liabilities with another entity under conditions that are potentially unfavourable to the Group or a non-derivative contract that will or
may be settled in a variable number of the Group’s own equity instruments, or a derivative contract over own equity that will or may be
settled other than by the exchange of a fixed amount of cash (or another financial asset) for a fixed number of the Group’s own equity
instruments.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.
Equity instruments issued by the Group are recognised as at the proceeds received, net of direct issue costs. Distributions on equity
instruments are recognised directly in equity.
Financial liabilities
Interest bearing borrowings are measured at amortised cost using the effective interest rate method. Gains and losses are recognised
in the income statement when the liabilities are derecognised as well as through the effective interest rate method (EIR). Amortised
cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR.
The EIR amortisation is included in “Interest and fee expenses” in the profit and loss account.
Derecognition of financial liabilities
The Group derecognises financial liabilities when and only when, the Group’s obligations are discharged, cancelled or they expire.
Impairment of non-financial assets
The carrying amounts of the entity’s non-financial assets, other than goodwill and deferred tax assets, are reviewed at each reporting
date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is
estimated. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset.
For the purposes of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of
assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of
assets (the CGU).
Contract assets are reviewed for impairment based on the performance of the underlying contract.
2024 Annual Report and Accounts | 59
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
Goodwill is tested annually for impairment in accordance with IFRS. The goodwill acquired in a business combination, for the purpose
of impairment testing is allocated to CGU that are expected to benefit from the synergies of the combination. For the purpose of
goodwill impairment testing, if goodwill cannot be allocated to individual CGUs or groups of CGUs on a non-arbitrary basis, the
impairment of goodwill is determined using the recoverable amount of the acquired entity in its entirety, or if the acquired entity has
been integrated then the entire group of entities into which it has been integrated.
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment
losses are recognised in the statement of comprehensive income. Impairment losses recognised in respect of CGUs are allocated first
to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amounts of other assets in the
unit (or group of units) on a pro rata basis.
An impairment loss is reversed if and only if the reasons for the impairment have ceased to apply. An impairment loss recognised for
goodwill is not reversed.
Impairment losses recognised in prior periods are assessed at each reporting date for any indication that the loss has decreased or no
longer exists. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount
that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
Current and deferred income tax
Income tax on the result for the period comprises current and deferred income tax. Income tax is recognised in the consolidated
statement of comprehensive income except to the extent that it relates to items recognised directly in equity, in which case it is
recognised in equity. Where there are uncertain tax positions, the Group assesses whether it is probable that the position adopted in
tax filings will be accepted by the relevant tax authority, with the results of this assessment determining the accounting that follows.
Current tax is the expected tax payable or receivable on the taxable income for the period, using tax rates enacted or substantively
enacted at the reporting date and any adjustment to tax payable in respect of previous periods.
Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax
provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates
enacted or substantively enacted at the reporting date.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable
that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are
offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to
income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.
Employee benefits – pension costs
A defined contribution plan is a post-employment benefit plan under which the Group pays fixed contributions into a separate entity
and will have no legal or constructive obligation to pay further amounts. Contributions to defined contribution schemes are charged to
the statement of comprehensive income as they become payable in accordance with the rules of the scheme. Differences between
contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the statement of
financial position.
Merger reserve
Prior to 29 December 2017, the entities within the Group were held by Arrowgrass Master Fund Limited. On 29 December 2017, these
entities were acquired by TruFin plc via TruFin Holdings Limited. The consideration provided to Arrowgrass for the companies
acquired was in exchange for shares of TruFin plc based on the fair value of the underlying companies. Upon consolidation of the
Group, the difference between the book value of the entities and the amount of the consideration paid was accounted through a
merger reserve, in accordance with relevant accounting standards relating to businesses under common control.
Investments in associates
Associates are entities in which the Group has between 20% and 50% of the voting rights, or is otherwise able to exercise significant
influence, but which it does not control or jointly control. Investments in associates are accounted for under the equity method and
are initially recognised at costs, including goodwill. Subsequent changes in the carrying value reflect the post-acquisition changes in
the Group’s share of net assets of the associate. The Group’s share of its associates profits or losses is recognised in the consolidated
income statement. However, when the Group’s share of losses in an associate equals or exceeds its interest in the associate, the
Group does not recognise further losses, unless the Group is obliged to make further payments to, or on behalf of the associate.
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
60 |
FINANCIAL STATEMENTS
Segmental reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur
expenses (including revenues and expenses relating to transactions with other components of the same entity) and whose operating
results are regularly reviewed by the Board of Directors in order to make decisions about resources to be allocated to that component
and assess its performance and for which discrete financial information is available.
For the purposes of the financial statements, the Directors consider the Group’s operations to be made up of four operating segments:
the provision of short term finance, payment services, publishing and other operations.
The accounting policies of the reportable segments are consistent with the accounting policies of the Group as a whole. Further
details are provided in Note 4.
Share-based payments
Where the Group engages in share-based payment transactions in respect of services received from certain of its employees, these
are accounted for as equity-settled share-based payments in accordance with IFRS 2 ‘Share-based payments’. The equity is in the
form of ordinary shares.
The grant date fair value of a share-based payment transaction is recognised as an employee expense, with a corresponding increase
in equity over the period that the employees become unconditionally entitled to the awards. In the absence of market prices, the fair
value of the equity at the date of the grant is estimated using an appropriate valuation technique.
The amount recognised as an expense is adjusted to reflect the actual number of awards for which the related services and
non-market vesting conditions are expected to be met such that the amount ultimately recognised as an expense is based on the
number of awards that do meet the related service and non-market performance conditions at the vesting date.
For share-based payment awards with market performance conditions the grant date fair value of the award is measured to reflect
such conditions and there is no true-up for differences between expected and actual outcomes.
Refer to Note 6 for the amounts disclosed.
Leases
At the inception of a contract, the Group assesses if the contract contains a lease. A contract contains a lease if the contract conveys
the right to control the use of an identified asset for a period of time in exchange for consideration. Reassessment is only required
when the terms and conditions of the contract are changed.
Right-of-use assets
The Group recognises a right-of-use asset and lease liability at the date which the underlying asset is available for use. Right-of-use
assets are measured at cost which comprises the initial measurement of lease liabilities adjusted for any lease payments made at or
before the commencement date and lease incentives received. Any initial direct costs that would not have been incurred if the lease
had not been obtained are added to the carrying amount of the right-of-use assets.
These right-of-use assets are subsequently depreciated using the straight-line method from the commencement date to the earlier of
the end of the useful life of the right-of-use asset or the end of the lease term.
Right-of-use assets (except for those which meet the definition of an investment property) are presented within “Property, plant and
equipment”.
Right of use assets which meet the definition of property, plant and equipment are presented and accounted for in accordance with
this policy.
Lease liabilities
The initial measurement of a lease liability is measured at the present value of the lease payments discounted using the interest rate
implicit in the lease, if the rate can be readily determined. If that rate cannot be readily determined, the borrower shall use its
incremental borrowing rate.
Lease liabilities are measured at amortised cost using the effective interest method.
Lease liabilities are remeasured with a corresponding adjustment to the right-of-use asset, or is recorded in profit or loss if the
carrying amount of the right-of-use asset has been reduced to zero.
2024 Annual Report and Accounts | 61
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
Short term and low value leases
The Group has elected to not recognise right-of-use assets and lease liabilities for short-term leases that have lease terms of
12 months or less and leases of low value leases. Lease payments relating to these leases are expensed to profit or loss on a
straight-line basis over the lease term.
2.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial information in accordance with IFRS requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income and expenses.
The estimates and associated assumptions are based on historical experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets
and liabilities that are not readily apart from other sources. The estimates and underlying assumptions are reviewed on an ongoing
basis. Actual results may differ from these estimates.
The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the
directors have made in the process of applying the Group’s accounting policies and that have the most significant effect on the
amounts recognised in financial statements.
Critical accounting judgements
•
Early Payment Programme Services set up costs: the Group capitalises the direct costs of implementing Early Payment
Programme Services contracts for clients. These costs are essential to the satisfaction of the Group’s performance obligation
under that contract and accordingly the Group considers that these costs meet the applicable criteria for recognition as contract
assets.
The amount capitalised is disclosed in Note 11.
•
Deferred tax asset: There is inherent uncertainty in forecasting beyond the immediate future and significant judgement is
required to estimate whether future taxable profits are probable in order to utilise the carried forward tax losses. Companies in
the Group have carried forward losses which will be utilised against future taxable profits. However, a deferred tax asset has not
been recognised for these companies, except for Oxygen Finance Limited as there is uncertainty surrounding the timing of when
these losses will be used.
Refer to Note 9 for more information on the deferred tax asset.
•
The accounts of the trustee (the “EBT Trustee”) of the Company’s Employee Benefit Trust (“EBT”) have not been consolidated as it
is the Directors’ opinion that the Company does not have control over the EBT. The EBT is a discretionary trust, which means that
the EBT Trustee has discretion how to act, provided that the action taken by the EBT Trustee is considered by the EBT Trustee to
be in the interest of one of more EBT beneficiaries (being employees and former employees (and certain of their relatives) of the
Company and its subsidiaries.
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
62 |
FINANCIAL STATEMENTS
Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting period that may have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are
discussed below:
Expected credit losses
•
Where an asset has a maturity of 12 months or less, the “12 month ECL” and the “lifetime ECL” have the same effective meaning
and accordingly for such assets the calculated loss allowance will be the same whether such an asset is at stage 1 or stage 2.
•
The Probability of Default (“PD”) is an estimate of the likelihood of default over a given time horizon and is a key input to the ECL
calculation. The Group primarily uses credit scores from credit reference agencies to calculate the PD for loans and advances.
The score is a 12-month predictor of credit failure and, in the absence of internally generated loss history, the Group believes that
it provides the best proxy for the credit quality of the loan portfolio.
•
Exposure At Default (“EAD”) is an estimate of the exposure at a future default date, taking into account expected changes in the
exposure after the reporting date, including repayments of principal and interest, whether scheduled by contract or otherwise,
expected drawdowns on committed facilities and accrued interest from missed payments.
•
Loss Given Default (“LGD”) is an estimate of the loss arising on default. It is based on the difference between the contractual cash
flows due and those that the lender would expect to receive, in particular taking into account wholesale collateral values and
certain buy back options.
Note 19 presents the carrying amounts of the Expected Credit Losses in further detail.
Impairment of Intangibles
The Group is required to test, whether intangible and tangible assets have suffered any impairment based on the recoverable amount
of its CGUs, when there are indicators for impairment. Determining whether an impairment has occurred requires an estimation of the
value in use of the CGU to which these assets are allocated. Key sources of estimation uncertainty in the value in use calculation
include the estimation of future cash flows of the CGU affected by expected changes in underlying revenues and direct costs, and
administration costs through the forecast period, the long-term growth rates and a suitable discount rate to apply to the
aforementioned cash flows in order to calculate the net present value. Further information regarding the assumptions used in the
calculations have been provided in Note 11.
Impairment of investment in subsidiary
The Company’s investment in its subsidiary is assessed annually to determine if there is any indication of impairment. This requires an
estimation of the value in use of this subsidiary. Key sources of estimation uncertainty in the value in use calculation include the
estimation of future cash flows of the CGU affected by expected changes in underlying revenues and direct costs, and administration
costs through the forecast period, the long-term growth rates and a suitable discount rate to apply to the aforementioned cash flows
in order to calculate the net present value. Further information regarding the assumptions used in the calculations have been
provided in Note 11.
2024 Annual Report and Accounts | 63
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
3.
Gross revenue
2024
2023
Group
£’000
£’000
Revenue
Interest income
1,246
1,470
Total interest revenue
1,246
1,470
EPPS contracts
5,579
4,346
Consultancy fees
371
1,135
Implementation fees
965
2,131
Subscription fees
2,248
1,736
Total fee revenue
9,163
9,348
IAP revenue
6,047
117
Advertising revenue
262
109
Console revenue
38,235
7,087
Total publishing income
44,544
7,313
Gross revenue
54,953
18,131
2024
2023
Company
£’000
£’000
Intercompany interest income
–
1,540
Intercompany fee income
108
108
Other interest income
162
117
Gross revenue
270
1,765
4.
Segmental reporting
The results of the Group are broken down into segments based on the products and services from which it derives its revenue:
Short term finance
Provision of distribution finance products and invoice discounting. For results during the reporting period, this corresponds to the
results of Satago.
Payment services
Provision of Early Payment Programme Services. For results during the reporting period, this corresponds to the results of Oxygen.
Publishing
Publishing of video games. For results during the reporting period, this corresponds to the results of the Playstack Group.
Other
Revenue and costs arising from investment activities. For results during the reporting period, this corresponds to the results of TruFin
plc, THL and TSL.
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
64 |
FINANCIAL STATEMENTS
The results of each segment, prepared using accounting policies consistent with those of the Group as a whole, are as follows:
Short term Payment
finance services Publishing
Other
Total
Year ended 31 December 2024 £’000 £’000 £’000
£’000
£’000
Gross revenue 2,481 7,717 44,593
162
54,953
Cost of sales (606) (1,327) (28,387)
–
(30,320)
Net revenue 1,875 6,390 16,206
162
24,633
Adjusted (loss)/profit before tax* (4,845) 462 7,735
(2,465)
887
(Loss)/profit before tax (4,845) 462 7,735
(3,337)
15
Taxation 406 1,380 1,846
–
3,632
(Loss)/profit for the year (4,439) 1,842 9,581
(3,337)
3,647
Total assets 8,764 8,673 49,614
3,363
70,414
Total liabilities (4,845) (2,298) (18,552)
(1,175)
(26,870)
Net assets 3,919 6,375 31,062
2,188
43,544
* adjusted loss before tax excludes share-based payment expense
Short term Payment
finance services Publishing
Other
Total
Year ended 31 December 2023 £’000 £’000 £’000
£’000
£’000
Gross revenue 3,788 6,188 8,038
117
18,131
Cost of sales (718) (1,078) (3,231)
–
(5,027)
Net revenue 3,070 5,110 4,807
117
13,104
Adjusted loss before tax* (4,134) (348) (188)
(1,903)
(6,573)
Loss before tax (4,134) (348) (188)
(2,669)
(7,339)
Taxation 433 554 (25)
–
962
Loss for the year from continuing operations (3,701) 206 (213)
(2,669)
(6,377)
Loss for the year from discontinued operations (963) – –
–
(963)
(Loss)/profit for the year (4,664) 206 (213)
(2,669)
(7,340)
Total assets 13,797 8,121 23,463
5,295
50,676
Total liabilities (8,228) (1,988) (1,786)
(734)
(12,736)
Net assets 5,569 6,133 21,677
4,561
37,940
* adjusted loss before tax excludes share-based payment expense
The majority of the Group’s activities (98% of revenues) are within the UK, with 2% earned in USA and 0% in Europe.
2024 Annual Report and Accounts | 65
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
5.
Staff costs
Analysis of staff costs:
Group
Company
2024 2023
2024
2023
£’000 £’000
£’000
£’000
Wages and salaries 9,593 9,188
1,435
1, 223
Consulting costs 569 1,059
–
–
Social security costs 1,438 1,104
416
82
Pension costs arising on defined contribution schemes 426 441
34
35
Share-based payment 872 766
872
766
12,898 12,558
2,757
2,106
Consulting costs are recognised within staff costs where the work performed would otherwise have been performed by employees.
Consulting costs arising from the performance of other services are included within other operating expenses.
Average monthly number of persons (including Executive Directors) employed:
2024
2023
Number
Number
Management
14
16
Finance
11
11
Sales & marketing
40
42
Operations
64
57
Technology
59
65
188
191
Directors’ emoluments
The number of directors who received share options during the year was as follows:
2024
2023
Number
Number
Long-term incentive schemes
1
1
There were no directors who exercised share options during the year.
The directors’ aggregate emoluments in respect of qualifying services were:
Pension
2024
2023
Salary Bonus and Benefits
Total
Total
£’000 £’000 £’000
£’000
£’000
Executive Directors:
J van den Bergh 256 256 9
521
485
256 256 9
521
485
Non-executive Directors:
S Baldwin 100 – –
100
100
P Judd 70 – –
70
70
P Dentskevich 60 – –
60
60
A Wilhelmsen – – –
–
–
230 – –
230
230
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
66 |
FINANCIAL STATEMENTS
Key management
The Directors consider that key management personnel include the Executive Director of TruFin plc. This individual has the authority
and responsibility for planning, directing and controlling the activities of the Group.
6.
Employee share-based payment transactions
The employment share-based payment charge comprises:
2024
2023
£’000
£’000
Service Criteria Award
318
552
TruFin Share Price Award
431
151
Subsidiary Performance Award
123
63
Total
872
766
Awards granted in 2024
Service Criteria Award
On 11 April 2024, options to acquire 175,000 shares were granted to employees of the Group. The award is structured as a nil cost
option. The vesting of this award is subject to the holder being in continued employment until the vesting date of this award. The
award will vest on 31 December 2026. A Black-Scholes model was used to determine the fair value of these options. The model used
an expected volatility of 35% and risk free rate of 4%.
TruFin Share Price Award
On 11 April 2024, options to acquire 614,584 shares were granted to the senior management team and employees of the Group. The
award is structured as a nil cost option. The vesting of this award is subject to the holder being in continued employment until the
vesting dates of this award, and the Company’s share price satisfying share price targets in relation to the other companies listed on
AIM . The award will vest on 31 December 2026. Awards granted to the Group CEO are subject to an additional 1 year holding period.
A Monte Carlo simulation was used to determine the fair value of these options. The model used an expected volatility of 35% and a
risk free rate of 4%.
Subsidiary Performance Award
On 11 April 2024, options to acquire 268,750 shares were granted to employees of the Group. The award is structured as a nil cost
option. The vesting of this award is subject to the holder being in continued employment until the vesting dates of this award, and
subsidiary companies achieving certain financial metrics over the vesting periods. The award will vest on 31 December 2026.
Awards granted in 2023
Service Criteria Award
On 27 July 2023, options to acquire 1,350,000 shares were granted to the senior management team and employees of the Group. The
award is structured as a nil cost option. The vesting of this award is subject to the holder being in continued employment until the
vesting dates of this award. The award has been granted in 3 tranches; the first tranche vested on 31 December 2023 and the second
vested on 31 December 2024. The third will vest on 31 December 2025. Awards granted to the Group CEO are subject to an additional
1 year holding period. A Black-Scholes model was used to determine the fair value of these options. The model used an expected
volatility of 50% and risk free rate of 5%.
TruFin Share Price Award
On 27 July 2023, options to acquire 1,229,167 shares were granted to the senior management team and employees of the Group. The
award is structured as a nil cost option. The vesting of this award is subject to the holder being in continued employment until the
vesting dates of this award, and the Company’s share price satisfying share price targets in relation to the other companies listed on
AIM . The award has been granted in 2 tranches; the first tranche vested on 31 December 2024 and the second will vest on
31 December 2025. Awards granted to the Group CEO are subject to an additional 1 year holding period. A Monte Carlo simulation was
used to determine the fair value of these options. The model used an expected volatility of 50% and a risk free rate of 5%.
2024 Annual Report and Accounts | 67
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
Subsidiary Performance Award
On 27 July 2023, options to acquire 537,500 shares were granted to employees of the Group. The award is structured as a nil cost
option. The vesting of this award is subject to the holder being in continued employment until the vesting dates of this award, and
subsidiary companies achieving certain financial metrics over the vesting periods. The award has been granted in 2 tranches; the first
tranche vested on 31 December 2024 and the second will vest on 31 December 2025.
Awards granted before 2023
Performance Share Plan and Joint Share Ownership Plan Founder Award (“Founder Award”)
All the Founder Awards held by the Group CEO have vested. 1,566,255 shares subject to the Joint Share Ownership Plan are fully
owned by the EBT. The Group CEO’s nil cost options in respect of the same number of shares under the Performance Share Plan have
also fully vested.
Performance Share Plan Market Value Award (“PSP Market Value Award”)
On 21 February 2018, options to acquire 4,868,420 shares were granted to the senior management team. The vesting of this award is
based on market-based performance conditions. The vesting of these awards is subject to the holder remaining an employee of the
Company and the Company’s share price achieving five distinct milestones -vesting at 20% each milestone. The exercise price of the
awards at the time of grant was £1.90 per share.
In order to reflect the impact of the demerger, the PSP Market Value Award was split into two:
•
Part of the award remained as an option in respect of TruFin shares (“TruFin Market Value Award”)
•
Part of the award became an award in respect of DFC shares (“DFC market Value Award”)
The TruFin Market Value Award is on the same terms as the original PSP Market Value Award except that the exercise price has since
been adjusted to £0.71, and the share price milestones were adjusted to reflect the demerger, and returns of value in 2019.
The modification did not result in a change in the valuation of the award and was recognised over the remainder of the original vesting
period.
Details of share-based awards during the year:
JSOP Founder
PSP Founder
PSP Market
Award*
Award*
Value
Type of instrument granted Shares (#)
Options (#)
Options (#)
Outstanding at 1 January 2024 –
–
4,868,420
Granted during the year – –
–
Exercised during the year – –
–
Outstanding at 31 December 2024 –
–
4,868,420
Exercisable at 31 December 2024
1,566,255
–
* The JSOP Founder Awards and PSP Founder Awards will together deliver, in aggregate, a maximum of 3,407,895 TruFin shares.
Subsidiary
Service
TruFin Share
Performance
Type of instrument granted Criteria Award (#)
Price Award (#)
Award (#)
Outstanding at 1 January 2024 700,000
1,229,167
537,500
Exercisable at 1 January 2024 650,000 –
–
Granted during the year 175,000
614,584
268,750
Exercised during the year (125,000)
–
–
Lapsed during the year –
–
(46,875)
Forfeit during the year –
(75,000)
(225,000)
Outstanding at 31 December 2024 375,000
1,479,168
387,500
Exercisable at 31 December 2024 1,025,000
289,583
146,875
No options expired during the year.
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
68 |
FINANCIAL STATEMENTS
The weighted average remaining contractual life for the share options outstanding as at 31 December 2024 was 5.13 years
(2023: 5.86 years).
7.
Net impairment loss on financial assets
2024
2023
£’000
£’000
At 1 January
173
54
Charge for impairment loss
776
109
Amounts written off in the year
(140)
(11)
Amounts recovered in the year
–
21
At 31 December
809
173
At 31 December 2024, the Group had an impairment balance of £809,000. £500,000 was allocated against trade and other
receivables, and the remainder (£309,000) was allocated against loans and advances.
At 31 December 2023, all of the impairment balance was allocated against loans and advances.
£500,000 of the net impairment charge on financial assets during the year ended 31 December 2024 related to trade and other
receivables.
The remainder (£276,000) related to loans and advances.
The net impairment charge on financial assets during the year ended 31 December 2023 all related to loans and advances.
8.
Profit/(loss) before income tax
Profit/(loss) before income tax is stated after charging:
2024
2023
£’000
£’000
Depreciation of property, plant and equipment
212
107
Amortisation charge in interest, fee and publishing expenses
1,327
1,078
Amortisation of intangible assets
5,009
1,853
Staff costs including share-based payments charge
12,898
12,558
2024
2023
Fees payable to the Group’s auditor (Crowe UK LLP)
£’000
£’000
Fees payable for the audit of the company’s annual accounts
93
82
Fees payable for the audit of the company’s subsidiaries
92
95
Total audit fees
185
177
Non audit services
Other assurance services
15
14
Total non-audit fees
15
14
9.
Taxation
Analysis of tax charge recognised in the period
2024
2023
£’000
£’000
Current tax credit
(707)
(712)
Deferred tax credit
(2,925)
(250)
Total tax credit
(3,632)
(962)
2024 Annual Report and Accounts | 69
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
Reconciliation of profit/(loss) before tax to total tax credit recognised
2024
2023
Group
£’000
£’000
Profit/(loss) before tax
15
(7,339)
Profit/(loss) before tax multiplied by the standard rate of corporation tax in the UK of 25% (2023: 23.52%)
4
(1,726)
Tax effect of:
Expenses not deductible
(50)
176
Depreciation in excess of capital allowances
517
395
Capital allowances
(476)
(373)
Other short term timing differences
60
1
R&D tax credit
(731)
(743)
Deferred tax recognised on brought forward losses
(4,215)
(250)
Brought forward losses utilised
1,290
–
Deferred tax not recognised
(24)
1,565
Impact of different foreign tax rates
(7)
(7)
Total tax charge
(3,632)
(962)
2024
2023
Company
£’000
£’000
Loss before tax
(3,327)
(984)
Loss before tax multiplied by the standard rate of corporation tax in the UK of 25% (2023: 23.52%)
(809)
(231)
Tax effect of:
Expenses not deductible
250
198
Other short term timing differences
(1)
1
Deferred tax not recognised
164
32
Losses utilised for group relief
396
–
Total tax charge
–
–
The deferred tax assets and liabilities at 31 December 2024 have been based on the rates substantively enacted at the reporting date.
Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.
Research and Development (R&D)
The Group uses external professional advisers to support with R&D tax submissions. The impact of such transactions can be uncertain
until agreed with the relevant tax authorities.
Deferred tax asset
2024
2023
Group
£’000
£’000
Balance at start of the year
250
250
Credit to the statement of comprehensive income
2,925
250
On disposal of subsidiary
–
(250)
Balance at end of the year
3,175
250
Comprised of: Losses
3,175
250
Total deferred tax asset
3,175
250
Deferred tax assets related to carried-forward tax losses in Oxygen Finance Limited and Playstack Limited have been recognised.
The Group has concluded that these assets will be recoverable as these subsidiaries are expected to generate taxable income going
forward.
Unutilised tax losses in the Group as at the reporting date were £70,974,000 (2023: £88,928,000).
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
70 |
FINANCIAL STATEMENTS
10.
Discontinued operations
On 4 October 2023, the Group disposed of its 54% holding in Vertus and is reported in the current period as a discontinued operation.
Financial information relating to the disposal of the subsidiary and discontinued operations for the period to the date of disposal is set
out below.
Details of the sale of the subsidiary
£’000
Cash consideration
3,167
Group’s share of net assets sold
(3,055)
Related goodwill and separately identifiable assets at date of disposal
(1,451)
Costs of disposal
(20)
Loss on disposal
(1,359)
2024
2023
Results from discontinued operations
£’000
£’000
Revenue
–
2,385
Expenses
–
(1,935)
Profit before tax
–
450
Taxation
–
(23)
Profit after tax
–
427
Other items included within discontinued operations
Loss on disposal of Vertus (net of tax)
–
(1,359)
Amortisation of separately identifiable intangible asset
–
(38)
Intragroup charges
–
7
(Loss)/profit from discontinued operations
–
(963)
2024
2023
Cash flows from discontinued operations
£’000
£’000
Profit before tax from discontinued operations
–
450
Working capital adjustments
–
(1,901)
Cash flows from operating activities
–
(1,451)
Cash flows used in investing activities
–
–
Cash flows from financing activities
–
1,650
Net increase in cash from discontinued operations
–
199
The carrying amount of assets and liabilities as at the date of sale were:
£’000
Non-current assets
23,612
Current assets
996
Non-current liabilities
(18,651)
Current liabilities
(283)
Net Assets
5,674
2024 Annual Report and Accounts | 71
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
11.
Intangible assets
Software Separately
licences and identifiable
Client similar intangible
contracts assets assets
Goodwill
Total
Group £’000 £’000 £’000
£’000
£’000
Cost
At 1 January 2024 7,066 8,852 3,315
15,280
34,513
Additions 715 6,084 52
–
6,851
Disposals – (97) –
–
(97)
Exchange differences 1 (38) –
–
(37)
At 31 December 2024 7,782 14,801 3,367
15,280
41,230
Amortisation
At 1 January 2024 (3,392) (3,409) (1,887)
–
(8,688)
Charge (1,327) (4,616) (393)
–
(6,336)
Disposals – 97 –
–
97
Exchange differences – (30) –
–
(30)
At 31 December 2024 (4,719) (7,958) (2,280)
–
(14,957)
Accumulated impairment losses
At 1 January 2024 (408) – –
– (408)
At 31 December 2024 (408) – –
–
(408)
Net book value
At 31 December 2024 2,655 6,843 1,087
15,280
25,865
At 31 December 2023 3,266 5,443 1,428
15,280
25,417
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
72 |
FINANCIAL STATEMENTS
Software Separately
licences and identifiable
Client similar intangible
contracts assets assets
Goodwill
Total
Group £’000 £’000 £’000
£’000
£’000
Cost
At 1 January 2023 6,399 4,773 3,237
16,569
30,978
Additions 852 4,148 333
119
5,452
On disposal of subsidiary – (74) (255)
(1,408)
(1,737)
Disposals (182) – –
–
(182)
Exchange differences (3) 5 –
–
2
At 31 December 2023 7,066 8,852 3,315
15,280
34,513
Amortisation
At 1 January 2023 (2,496) (2,082) (1,581)
–
(6,159)
Charge (1,078) (1,334) (519)
–
(2,931)
On disposal of subsidiary – 12 213
–
225
Disposals 182 – –
–
182
Exchange differences – (5) –
–
(5)
At 31 December 2023 (3,392) (3,409) (1,887)
–
(8,688)
Accumulated impairment losses
At 1 January 2023 (408) – –
–
(408)
At 31 December 2023 (408) – –
–
(408)
Net book value
At 31 December 2023 3,266 5,443 1,428
15,280
25,417
At 31 December 2022 3,495 2,691 1,656
16,569
24,411
The Company had no intangibles assets at the year end.
Client contracts comprise the directly attributable costs incurred at the beginning of an Early Payment Scheme Service contract to
revise a client’s existing payment systems and provide access to the Group’s software and other intellectual property. These
implementation costs are comprised primarily of employee costs.
The useful economic life for each individual asset is deemed to be the term of the underlying Client Contract (generally five years)
which has been deemed appropriate and for impairment review purposes, projected cash flows have been discounted over this period.
The amortisation charge is recognised in fee expenses within the statement of comprehensive income, as these costs are incurred
directly through activities which generate fee income.
The Group performed an impairment review at 31 December 2024 and there was no impairment in relation to underperforming
contracts.
Software, licences and similar assets comprises separately acquired software, as well as costs directly attributable to internally
developed platforms across the Group. These directly attributable costs are associated with the production of identifiable and unique
software products controlled by the Group and are probable of producing future economic benefits. They primarily include employee
costs and directly attributable overheads.
A useful economic life of three to five years has been deemed appropriate and for impairment review purposes projected cash flows
have been discounted over this period.
The amortisation charge is recognised in depreciation and amortisation on non-financial assets within the statement of
comprehensive income.
The Group performed an impairment review at 31 December 2024 and concluded no impairment was required.
The ‘Software, licences and similar assets’ net book value balance related to internally generated intangible assets at 31 December
2024 was £6,843,000 (2023: £5,443,000). This consists of cost of £14,801,000 (2023: £8,852,000) and accumulated amortisation of
2024 Annual Report and Accounts | 73
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
£7,958,000 (2023: £3,409,000). During the year there were additions of £6,084,000 (2023: £4,148,000) and amortisation of
£4,616,000 (2023: £1,334,000).
Goodwill and “Separately identifiable intangible assets” arise from acquisitions made by the Group.
Porge (now Insight Services within OFL)
Porge was acquired by OFGL in August 2018 and goodwill of £2,759,000 that arose from this acquisition was included within the
payments services segment of the Group. Following the acquisition, separately identifiable intangible assets of £1,387,000 primarily
relating to the value of the contracts in the business at acquisition were recognised. These were amortised over five years to August
2023. Goodwill related to this transaction excluding these assets at 31 December 2024 was £1,372,000 (2023: £1,372,000).
On 31 August 2020, OFL purchased the Trade and Assets of Porge. The purchase price was set at the net book value of the assets
acquired at the time of the transaction.
Playstack
In September 2019, the Group converted into ordinary shares its existing convertible loans with Playstack Ltd in full satisfaction and
discharge of the loans. This gave the Group ownership of Playstack Ltd and the other companies within the Playstack Group.
Goodwill of £12,965,000 arose from this transaction and has been included within the publishing segment of the business.
Magic Fuel
On 6 June 2022, the Group acquired a 100% equity interest in Magic Fuel Inc (“Magic Fuel”). Goodwill of £2,417,000 arose from this
transaction and was included within the publishing segment of the business. Following the acquisition, separately identifiable
intangible assets of £1,595,000 relating to the Intellectual Property of the Games in development by Magic Fuel were recognised.
These are being amortised over five years resulting in an amortisation charge for the year of £319,000 (2023: £319,000) during the
year. Goodwill related to this transaction excluding these assets at 31 December 2024 was £823,000 (2023: £823,000).
bidstats.uk
In November 2023, Oxygen Finance Limited acquired the business of bidstats.uk at a cost of £451,000. Separately identifiable assets
of £332,000 have been identified relating to the value of the customer relationships and the technology. There were additions to this
asset during the year of £52,000. The asset is being amortised over five years resulting in an amortisation charge for the year of
£74,000. Goodwill of £119,000 has arisen on the acquisition and this will be reviewed annually for impairment. As at 31 December
2024, the net book value of the bidstats.uk assets was £429,000 (2023: £451,000).
Impairment testing of intangibles
An impairment review of goodwill was carried out at the year end.
The insight services segment of OFL was valued using the discounted cash flow methodology. Its net earnings were forecasted to
2028, a discount rate of 10% was used and terminal growth rate of 2%. This valuation was greater than the amount of CGU and
therefore the goodwill is not deemed to be impaired.
Playstack was valued using the discounted cash flow methodology. The net earnings of Playstack were forecasted to 2026, a discount
rate of 10% was used and terminal growth rate of 3%. Revenue growth was a key assumption and was based on Playstack’s pipeline
of games over the forecast period. This factors in a number of key projects with platforms and streaming partners. In some instances,
revenue projections have been based on amounts outlined in agreed contracts in place with customers, whilst others have been based
on progressive discussions with customers and historic sales for games of a similar nature. The valuation of Playstack was greater
than the amount of CGU and therefore the goodwill is not deemed to be impaired.
Magic Fuel was valued using the discounted cash flow methodology. It’s net earnings along with revenues earned in the rest of the
group related to this acquisition were forecasted to 2029, a discount rate of 19% was used and a terminal growth rate of 2%. The
valuation of this CGU was greater than the value of goodwill and so was deemed not be impaired.
The impairment review of Magic Fuel is most sensitive to a change in the planned revenue growth and discount rate. A 22% reduction
in this growth rate or an increase in the discount rate to 26% could give rise to an impairment charge.
No other reasonable change in the other assumptions set out in this note would result currently in an impairment charge.
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
74 |
FINANCIAL STATEMENTS
12.
Property, plant and equipment
Fixtures &
Computer
Right-of-Use
fittings
equipment
Asset
Total
Group
£’000
£’000
£’000
£’000
Cost
At 1 January 2024
162
103
276
541
Additions
14
14
387
415
Disposals
(80)
–
(248)
(328)
Exchange differences
(4)
1
–
(3)
At 31 December 2024
92
118
415
625
Depreciation
At 1 January 2024
(93)
(74)
(99)
(266)
Charge
(26)
(19)
(167)
(212)
Disposals
64
–
97
161
Exchange differences
1
–
–
1
At 31 December 2024
(54)
(93)
(169)
(316)
Net book value
At 31 December 2024
38
25
246
309
At 31 December 2023
69
29
177
275
Fixtures &
Computer
Right-of-Use
fittings
equipment
Asset
Total
Group
£’000
£’000
£’000
£’000
Cost
At 1 January 2023
139
96
276
511
Additions
21
21
–
42
On disposal of subsidiary
–
(13)
–
(13)
Exchange differences
2
(1)
–
1
At 31 December 2023
162
103
276
541
Depreciation
At 1 January 2023
(60)
(61)
(44)
(165)
Charge
(32)
(20)
(55)
(107)
On disposal of subsidiary
–
6
–
6
Exchange differences
(1)
1
–
–
At 31 December 2023
(93)
(74)
(99)
(266)
Net book value
At 31 December 2023
69
29
177
275
At 31 December 2022
79
34
232
345
2024 Annual Report and Accounts | 75
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
13.
Investment in subsidiaries
Company
£’000
Balance at 1 January 2024 and 31 December 2024
30,189
Balance at 1 January 2023 and 31 December 2023
30,189
14.
Loans and advances
2024
2023
Group
£’000
£’000
Total loans and advances
5,166
7,407
Less: loss allowance
(309)
(173)
4,857
7,234
The aging of loans and advances are analysed as follows:
2024
2023
£’000
£’000
Neither past due nor impaired
4,080
7,082
Past due: 0–30 days
730
6
Past due: 31–60 days
36
22
Past due: 61–90 days
11
14
Past due: more than 91 days
–
105
Impaired
–
5
4,857
7,234
Included in loans and advances is an amount of £993,000 with Stormchaser UG. The recoverability is related to future revenues from
an unannounced IP. Subsequent to the year end, Stormchaser UG is in liquidation. Once this process is complete, the legal rights of
the IP will be transferred to Playstack, at which point in time an intangible asset will be recognised within the Group.
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
76 |
FINANCIAL STATEMENTS
15.
Trade and other receivables
Group
Company
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Trade and other receivables 11,647 2,385 –
–
Allowance for credit losses (500) – –
–
Prepayments 2,364 606 39
35
Accrued Income 615 685 –
–
VAT – – 22
15
Other debtors 7,208 3,684 4
–
Amounts due from Group Undertakings – – –
111
21,334
7,360
65
161
All receivables are due within one year. The aging of trade receivables is analysed as follows:
Group
Company
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Not yet due
10,935
1,621 – –
Past due: 0–30 days
183
220 – –
Past due: 31–60 days
4
146 – –
Past due: 61–90 days
5
193 – –
Past due: more than 91 days
520
205 – –
11,647
2,385 – –
16.
Share capital
Share Capital
Total
Group and Company
£’000
£’000
105,961,687 shares at £0.91 per share
96,425
96,425
During the year the Company issued 125,000 shares following the exercise of vested options granted to employees of the Group in
2023 (see note 6 for further details). These were issued at £0.66 per share, a discount to par value of £31,000, which has been
included in Other Reserves in the Statement of Changes of Equity.
All ordinary shares carry equal entitlements to any distributions by the Company. No dividends were proposed by the Directors for the
year ended 31 December 2024.
2024 Annual Report and Accounts | 77
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
17.
Borrowings
2024
2023
Group
£’000
£’000
Loans due within one year
4,157
6,157
Loans due in over one year
11
1,047
4,168
7,204
Movements in borrowings during the year
The below table identifies the movements in borrowings during the year.
Group
£’000
Balance at 1 January 2024
7,204
Funding drawdown
2,615
Interest expense
576
Origination fees paid
(10)
Repayments
(4,604)
Interest paid
(423)
Conversion of loan note subsidiary equity
(1,182)
Exchange differences
(8)
Balance at 31 December 2024
4,168
Group
£’000
Balance at 1 January 2023
18,547
Funding drawdown
7,619
Interest expense
557
Origination fees paid
(56)
Repayments
(2,170)
Interest paid
(416)
Disposal of subsidiary
(16,874)
Exchange differences
(3)
Balance at 31 December 2023
7,204
•
A revolving credit facility under which one month notice is given by either the lender or borrower. The facility is secured by a
fixed and floating charge over Satago SPV1 and interest is payable monthly.
•
During the year £1,182,000 of Convertible Loan Notes included in the 2023 balance was converted to equity investment in Satago.
The Company had no borrowings during the period or at year end.
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
78 |
FINANCIAL STATEMENTS
18.
Trade and other payables
Group
Company
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Trade payables
754
877
98
19
Accruals and deferred income
20,595
3,626
688
520
Other payables
465
416
2
7
Corporation tax
38
8 –
–
Other taxation and social security
638
506
394
188
VAT
212
99
–
–
Intercompany payables – –
56
–
22,702
5,532
1,238
734
19.
Financial instruments
The Directors have performed an assessment of the risks affecting the Group through its use of financial instruments and believe the
principal risks to be: capital risk; credit risk, and market risk including interest rate risk.
This note describes the Group’s objectives, policies and processes for managing the material risks and the methods used to measure
them. The significant accounting policies regarding financial instruments are disclosed in Note 1.
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while providing an
adequate return to shareholders.
The capital structure of the Group consists of borrowings disclosed in Note 17 and equity of the Group (comprising issued capital,
reserves, retained earnings and non-controlling interests as disclosed in Note 16 and Note 20).
The Group is not subject to any externally imposed capital requirements.
Principal financial instruments
The principal financial instruments to which the Group is party and from which financial instrument risk arises, are as follows:
•
Loans and advances, primarily credit risk and liquidity risk
•
Trade receivables, primarily credit risk and liquidity risk
•
Investments, primarily fair value or market price risk
•
Cash and cash equivalents, which can be a source of credit risk but are primarily liquid assets available to further business
objectives or to settle liabilities as necessary
•
Trade and other payables, and
•
Borrowings which are used as sources of funds and to manage liquidity risk.
2024 Annual Report and Accounts | 79
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
Analysis of financial instruments
There are no financial assets or liabilities included in the statement of financial position at fair value.
31 December 2024
Financial assets and financial liabilities included in the statement of financial position that are not measured at fair value:
Carrying amount
Fair value
Group
£’000
£’000
Financial assets not measured at fair value
Loans and advances
4,857
4,857
Trade receivables
11,147
11,147
Other receivables
7,823
7,823
Cash and cash equivalents
14,874
14,874
38,701
38,701
Financial liabilities not measured at fair value
Borrowings
4,168
4,168
Trade, other payables and accruals
17,742
17,742
21,910
21,910
31 December 2023
Carrying amount
Fair value
Group
£’000
£’000
Financial assets not measured at fair value
Loans and advances
7,234
7,234
Trade receivables
2,385
2,385
Other receivables
4,369
4,369
Cash and cash equivalents
10,140
10,140
24,128
24,128
Financial liabilities not measured at fair value
Borrowings
7,204
7,204
Trade, other payables and accruals
4,889
4,889
12,093
12,093
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
80 |
FINANCIAL STATEMENTS
31 December 2024
Carrying amount
Fair value
Company
£’000
£’000
Financial assets not measured at fair value
Amounts owed by group undertakings
58,759
58,759
Other receivables
26
26
Cash and cash equivalents
3,288
3,288
62.073
62.073
Financial liabilities not measured at fair value
Trade, other payables and accruals
1,238
1,238
1,238
1,238
31 December 2023
Carrying amount
Fair value
Company
£’000
£’000
Financial assets not measured at fair value
Amounts owed by group undertakings
59,089
59,089
Other receivables
126
126
Cash and cash equivalents
4,723
4,723
63,938
63,938
Financial liabilities not measured at fair value
Trade, other payables and accruals
734
734
734
734
Loans and advances
Due to the short-term nature of loans and advances and/or expected credit losses recognised, their carrying value is considered to be
approximately equal to their fair value.
Trade and other receivables, borrowings, trade and other payables, and accruals
These represent short term receivables and payables and as such their carrying value is considered to be equal to their fair value.
Financial risk management
The Group’s activities and the existence of the above financial instruments expose it to a variety of financial risks.
The Board of Directors has overall responsibility for the determination of the Group’s risk management objectives and policies. The
overall objective of the Board of Directors is to set policies that seek to reduce ongoing risk as far as possible without unduly
affecting the Group’s competitiveness and flexibility.
The Group is exposed to the following financial risks:
• Credit risk
• Liquidity risk
• Market risk
• Interest rate risk
2024 Annual Report and Accounts | 81
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
Further details regarding these policies are set out below.
Credit risk
Credit risk is the risk that a customer or counterparty will default on its contractual obligations resulting in financial loss to the Group.
One of the Group’s main income generating activities is lending to customers and therefore credit risk is a principal risk. Credit risk
mainly arises from loans and advances. The Group considers all elements of credit risk exposure such as counterparty default risk,
geographical risk and sector risk for risk management purposes.
Credit risk management
The credit committees within the wider Group are responsible for managing the credit risk by:
•
Ensuring that it has appropriate credit risk practices, including an effective system of internal control
•
Identifying, assessing and measuring credit risks across the Group from an individual instrument to a portfolio level
•
Creating credit policies to protect the Group against the identified risks including the requirements to obtain collateral from
borrowers, to perform robust ongoing credit assessment of borrowers and to continually monitor exposures against internal risk
limits
•
Limiting concentrations of exposure by type of asset, counterparty, industry, credit rating, geographical location
•
Establishing a robust control framework regarding the authorisation structure for the approval and renewal of credit facilities
•
Developing and maintaining the risk grading to categorise exposures according to the degree of risk of default. Risk grades are
subject to regular reviews, and
•
Developing and maintaining the processes for measuring Expected Credit Loss (“ECL”) including monitoring of credit-risk,
incorporation of forward-looking information and the method used to measure ECL.
Significant increase in credit risk
The Group continuously monitors all assets subject to ECL as to whether there has been a significant increase in credit risk since
initial recognition, either through a significant increase in Probability of Default (“PD”) or in Loss Given Default (“LGD”).
The following is based on the procedures adopted by the Group:
Granting of credit
The business development team prepare a risk summary which sets out the rationale and the pricing for the proposed loan facility
and confirms that it meets the Group’s product risk and pricing policies. The application will include the proposed counterparty’s
latest financial information and any other relevant information but as a minimum:
•
Details of the limit requirement e.g. product, amount, tenor, repayment plan etc.
•
Facility purpose or reason for increase
•
Counterparty details, background, management, financials and ratios (actuals and forecast)
•
Key risks and mitigants for the application
•
Conditions, covenants & information (and monitoring proposals) and security (including comments on valuation)
•
Pricing
•
Confirmation that the proposed exposure falls within risk appetite, and
•
Clear indication where the application falls outside of risk appetite.
The credit risk department will analyse the financial information, obtain reports from credit reference agencies, allocate a risk rating
and make a decision on the application. The process may require further dialogue with the business development team to ascertain
additional information or clarification.
Each mandate holder and committee is authorised to approve loans up to agreed financial limits provided that the risk rating of the
counterparty is within agreed parameters. If the financial limit requested is higher than the credit authority of the first reviewer of the
loan facility request, the application is sent to the next credit authority level with a recommendation.
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
82 |
FINANCIAL STATEMENTS
The Executive Risk Committee reviews all applications that are outside the credit approval mandate of the mandate holder due to the
financial limit requested or if the risk rating is outside of policy but there is a rationale and/or mitigation for considering the loan on an
exceptional basis.
Applications where the counterparty has a high risk rating are sent to the Executive Risk Committee for a decision based on a positive
recommendation from the credit risk department. Where a limited company has such a risk rating, the Executive Risk Committee will
consider the following mitigants:
•
Existing counterparty which has met all obligations in time and in accordance with loan agreements
•
Counterparty known to Group personnel who can confirm positive experience
•
Additional security, either tangible or personal guarantees where there is verifiable evidence of personal net worth
•
A commercial rationale for approving the application, although this mitigant will generally be in addition to at least one of the
other mitigants.
Identifying significant increases in credit risk
The Group measures a change in a counterparty’s credit risk mainly on payment, on updated from credit reference agencies and
adverse changes with a counterparty’s debtors. The Group views a significant increase in credit risk as:
•
A two-notch reduction in the Group’s counterparty’s risk rating since origination, as notified through the credit rating agency
•
A counterparty defaults on a payment due under a loan agreement
•
Late contractual payments which although cured, reoccur on a regular basis
•
Evidence of a reduction in a counterparty’s working capital facilities which has had an adverse effect on its liquidity, or
•
Evidence of actual or attempted sales out of trust or of double financing of assets funded by the Group
•
Deterioration in the underlying business (held as part of the security package) indicated through significant loss of revenue and
higher than average client attrition.
An increase in significant credit risk is identified when any of the above events happen after the date of initial recognition.
Default
Identifying loans and advances in default and credit impaired
The Group’s definition of default for this purpose is:
•
A counterparty defaults on a payment due under a loan agreement and that payment is overdue on its terms, or
•
The collateral that secures, all or in part, the loan agreement has been sold or is otherwise not available for sale and the proceeds
have not been paid to the lending company, or
•
A counterparty commits an event of default under the terms and conditions of the loan agreement which leads the lending
company to believe that the borrower’s ability to meet its credit obligations to the lending company is in doubt.
Exposure at default
Exposure at default (“EAD”) is the expected loan balance at the point of default and, for the purpose of calculating the Expected
Credit Losses (“ECL”), management have assumed this to be the balance at the reporting date.
Expected credit losses
The ECL on an individual loan is based on the credit losses expected to arise over the life of the loan, being defined as the difference
between all the contractual cash flows that are due to the Group and the cash flows that it actually expects to receive.
This difference is then discounted at the original effective interest rate on the loan to reflect the disposal period of underlying
collateral.
2024 Annual Report and Accounts | 83
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
Regardless of the loan status stage, the aggregated ECL is the value that the Group expects to lose on its current loan book having
assessed each loan individually.
To calculate the ECL on a loan, the Group considers:
1. Counterparty PD; and
2. LGD on the asset
whereby: ECL = EAD x PD x LGD
Maximum exposure to credit risk
Group
Company
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Cash and cash equivalents
14,874
10,140
3,288
4,723
Loans and advances
4,857
7,234 –
–
Amounts owed by group undertakings – –
58,759
59,089
Trade and other receivables
18,970
6,754
26
126
Maximum exposure to credit risk
38,701
24,128
62,073
63,938
Loans and advances:
Collateral held as security
Group
Company
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Fully collateralised
Loan-to-value* ratio:
Less than 50%
1,017
654
– –
50% to 70%
611
1,174
– –
71% to 80%
1,278
554
– –
81% to 90%
1,247
3,434
– –
91% to 100%
20
651
– –
4,173
6,467
–
–
Partially collateralised
Collateral value relating to loans over 100% loan-to-value – – –
–
Unsecured lending
993
940
–
–
*
Calculated using wholesale collateral values
Concentration of credit risk
The Group maintains policies and procedures to manage concentrations of credit at the counterparty level and industry level to
achieve a diversified loan portfolio.
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
84 |
FINANCIAL STATEMENTS
Credit quality
An analysis of the Group’s credit risk exposure for loan and advances per class of financial asset, internal rating and “stage” is
provided in the following tables. A description of the meanings of stages 1, 2 and 3 is given in the accounting policies set out in Note 1.
2024
2023
Stage 1
Stage 2
Stage 3
Total
Total
Risk rating
£’000
£’000
£’000
£’000
£’000
Above average (risk rating 1-2)
993
–
287
1,280
940
Average (risk rating 3-5)
3,886 – –
3,886
6,467
Below average (risk rating 6+) – – – –
–
Gross carrying amount
4,879
–
287
5,166
7,407
Loss allowance
(23) –
(286)
(309)
(173)
Carrying amount
4,856
–
1
4,857
7,234
Stage 1
Stage 2
Stage 3
Total
Gross Carrying Amount
£’000
£’000
£’000
£’000
As at 1 January 2024
7,273
–
134
7,407
Transfer to stage 1 – – – –
Transfer to stage 2 – – – –
Transfer to stage 3
(30) –
30 –
Net Loans originated
(2,364) –
123
(2,241)
As at 31 December 2024
4,879 –
287
5,166
Trade receivables
Status at reporting date
The Group has assessed the trade and other receivables in accordance with IFRS 9 and determined that, at the balance sheet date,
the lifetime ECL is £500,000 (2023: £nil).
The contractual amount outstanding on financial assets that were written off during the reporting period and are still subject to
enforcement activity is £500,000 at 31 December 2024 (2023: £nil).
Liquidity risk
Liquidity risk is the risk that the Group does not have sufficient financial resources to meet its obligations as they fall due or will have
to do so at an excessive cost. This risk arises from mismatches in the timing of cash flows which is inherent in all banking operations
and can be affected by a range of Group specific and market-wide events.
Liquidity risk management
Group Finance performs treasury management for the Group, with responsibility for the treasury for each business entity being
delegated to the individual subsidiaries. However, in line with the wider Group governance structure, Group Finance performs an
important oversight role in the wider treasury considerations of the Group. The primary mechanism for maintaining this oversight is a
formal requirement that subsidiaries’ Finance teams notify all material Treasury matters to Group Finance.
The main Group responsibilities are to maintain banking relationships, manage and maximise the efficiency of the Group’s working
capital and long-term funding and ensure ongoing compliance with banking arrangements. The Group currently does not have any
offsetting arrangements.
Liquidity stress testing
The Group regularly conducts liquidity stress tests, based on a range of different scenarios to ensure it can meet all of its liabilities as
they fall due.
2024 Annual Report and Accounts | 85
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
Maturity analysis for financial assets and financial liabilities
The following maturity analysis is based on expected gross cash flows.
Carrying
Less than
3 months to
Amount
1 month
1-3 months
1 year
1-5 years
>5 years
As at 31 December 2024
£’000
£’000
£’000
£’000
£’000
£’000
Financial Assets
Cash and cash equivalents
14,874 14,874 – – –
–
Trade and other receivables
18,970
10,595
1,025
1,484
5,866
–
Loans and advances
4,857
3,842
22
–
993
–
38,701
29,311
1,047
1,484
6,859
–
Financial Liabilities
Trade payables, other payables and accruals
17,742
6,294
10,521
823
115 –
Borrowings
4,168
62
4,097
9
– –
21,910
6,356
14,618
832
115
–
Market risk
Market risk is the risk that movements in market factors, such as foreign exchange rates, interest rates, credit spreads, equity prices
and commodity prices will reduce the TruFin Group’s income or the value of its portfolios.
Market risk management
TruFin Group’s management objective is to manage and control market risk exposures in order to optimise return on risk while
ensuring solvency.
The core market risk management activities are:
• The identification of all key market risk and their drivers
• The independent measurement and evaluation of key market risks and their drivers
• The use of results and estimates as the basis for the TruFin Group’s risk/return-oriented management, and
• Monitoring risks and reporting on them.
Interest rate risk management
TruFin Group is exposed to the risk of loss from fluctuations in the future cash flows or fair values of financial instruments because of
the change in market interest rates.
Interest rate risk
Interest rates on loans and advances are charged at competitive rates given current market condition. Should rates fluctuate, this will
be reviewed and pricing will be adjusted accordingly.
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
86 |
FINANCIAL STATEMENTS
20.
Non-controlling interests
The summarised financial information below represents financial information for each subsidiary that has non-controlling interest
that are material to the Group. The amounts disclosed for each subsidiary are before intragroup eliminations.
The Group had a 72% (2023: 72%) ownership share of Bandana during the year.
Statement of Financial Position
Bandana
2024
2023
£’000
£’000
Current assets
–
–
Current liabilities
(5,556)
(5,464)
Equity attributable to owners of the Company
(4,022)
(3,955)
Non-controlling interests
(1,534)
(1,509)
Income Statement
Bandana
2024
2023
£’000
£’000
Revenue
–
–
Expenses
(92) –
Loss after tax
(92) –
Loss after tax attributable to owners of the Company
(67) –
Loss after tax attributable to the non-controlling interests
(25) –
Cash Flow Statement
Bandana
2024
2023
£’000
£’000
Net cash from operating activities
–
–
Net increase in cash and cash equivalents
–
–
Non-controlling interest
Bandana
2024
2023
£’000
£’000
Balance at 1 January
(1,509)
(1,509)
Share of loss for the year
(25)
–
Balance at 31 December
(1,534)
(1,509)
Following additional equity injected into Satago Financial Solutions Limited (“Satago”) in December 2024, the Group had a 75%
ownership share of Satago. Prior to this, the Group’s effective ownership share of (“Satago”) was based on the net assets of the
Satago Group, and the ownership waterfall following Lloyds Banking Group’s £5m investment in Satago in April 2022.
Statement of Financial Position
Satago
2024
2023
£’000
£’000
Current assets
7,756
9,705
Non-current assets
614
587
Current liabilities
(556)
(3,606)
Equity attributable to owners of the Company
3,953
2,631
Non-controlling interests
3,861
4,055
2024 Annual Report and Accounts | 87
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
Income Statement
Satago
2024
2023
£’000
£’000
Revenue
1,470
2,523
Expenses
(5,132)
(5,923)
Loss after tax
(3,662)
(3,400)
Loss after tax attributable to owners of the Company
(2,764)
(2,429)
Loss after tax attributable to the non-controlling interests
(898)
(971)
Cash Flow Statement
Satago
2024
2023
£’000
£’000
Net cash used in operating activities
(2,284)
(4,507)
Net cash used in investing activities
(209)
(275)
Net cash (used in)/generated from financing activities
(1,558)
2,558
Net decrease in cash and cash equivalents
(4,051)
(2,224)
Non-controlling interest
Satago
2024
2023
£’000
£’000
Balance at 1 January
4,055
5,026
Share of loss for the year
(898)
(971)
Arising from change in non-controlling interest
(478)
–
Conversion of loan notes to equity
1,182
–
Balance at 31 December
3,861
4,055
21.
Leases
The carrying amounts of the right-of-use assets recognised and the movements during the period are shown in Note 12.
The lease liability and movement during the period were:
Group
£’000
Lease liability recognised at 1 January 2024
216
Lease recognised in the year
233
Interest
20
Payments
(198)
Balance at 31 December 2024
271
Group
£’000
Lease liability recognised at 1 January 2023
285
Interest
13
Payments
(82)
Balance at 31 December 2023
216
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
88 |
FINANCIAL STATEMENTS
22.
Earnings per share
Earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of
ordinary shares in issue during the year.
The calculation of the basis and adjusted earnings per share is based on the following data:
2024
2023
Number of shares (#)
At year end
105,961,687
105,836,687
Weighted average
105,902,466
99,770,355
Earnings attributable to ordinary shareholders
£’000
£’000
Profit/(loss) after tax attributable to the owners of TruFin plc
4,840
(6,472)
Adjusted earnings attributable to ordinary shareholders
Profit/(loss) after tax attributable to the owners of TruFin plc
4,840
(6,472)
Profit/(loss) after tax from continued operations
4,840
(5,312)
Profit/(loss) from discontinued operations
–
(1,160)
Share-based payments
872
766
Adjusted1 profit/(loss) after tax attributable to the owners of TruFin plc
5,712
(4,546)
Earnings per share
Pence
Pence
Basic
4.6
(6.5)
Diluted
4.2
(6.5)
Basic from continuing operations
4.6
(5.3)
Diluted from continuing operations
4.2
(5.3
Adjusted1
5.4
(4.6)
Adjusted1
EPS excludes share-based payment expense and loss from discontinued operations from loss after tax
Diluted EPS includes 8,571,546 share options in TruFin plc (see Note 6 for details) that have been granted to management and
employees of the Group.
23.
Related party disclosures
Key management personnel disclosures are provided in Notes 5 and 6.
During the year, Playstack made loans to Storm Chaser UG, a company based in Germany. Storm Chaser UG is 100% owned by Storm
Chaser Games – an associate company of Playstack (See Note 1). The balance of the loans (including interest) at the reporting date
was £993,000 (2023: £940,000).
24.
Events after the Reporting Date
There were no reportable events after the Reporting Date.
2024 Annual Report and Accounts | 89
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
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