REG - TruFin PLC - Final Results for the 12 months ended 31 Dec 2025
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RNS Number : 0525X TruFin PLC 18 March 2026
18 March 2026
TruFin plc
("TruFin" or the "Company" or together with its subsidiaries "TruFin Group" or
the "Group")
FINAL RESULTS FOR THE 12 MONTHS ENDED 31 DECEMBER 2025
TruFin is pleased to announce its audited results for the 12 months ended 31
December 2025. TruFin's complete annual report and accounts, which set out
these results in full detail with accompanying commentary, are now available
on TruFin's website: www.Trufin.com/investors
(https://gbr01.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.trufin.com%2Finvestors&data=02%7C01%7Cjames.vandenbergh%40TruFin.com%7C6f10ba878ca34db183b408d7f7ee04fc%7C67937f35ec6246869ff319b660f3fd22%7C0%7C1%7C637250473973575045&sdata=Fb9CSvRWbJTpnwg32G0hfDg0SNKLZNCieX68%2Bcxzj8k%3D&reserved=0)
.
Financial Highlights
· Gross revenue grew 20% to £65.9m (2024: £55.0m)
· Gross profit margin increased to 46% (2024: 45%)
· Adjusted EBITDA(1) was £12.6m (2024: £7.6m), a 66% year-on-year
improvement
· Adjusted Profit Before Tax(1) ("PBT") was £8.4m (2024: PBT of
£0.9m), an 848% year-on-year improvement
· Cash and cash equivalents at year end totalled £12.4m
Company Highlights
· Playstack Limited ("Playstack") grew revenue by more than 24% to
£55.3m (2024: £44.6m). EBITDA increased 20% to £13.5m (2024: £11.3m)
· Oxygen Finance Limited ("Oxygen") grew revenue by 18% to £9.1m
(2024: £7.7m). EBITDA increased 57% to £3.8m (2024: £2.3m)
· Satago Financial Solutions Limited ("Satago") saw revenues decline
by 50% to £1.2m (2024: £2.5m) after losing its contract with a Tier-1 Bank
in July 2024
· Two share buybacks totalling £8m executed during the year acquiring
7.5m shares at an average price of 106p. Post year end, a further £6m share
buyback was announced on 23 January 2026
Current Trading and Prospects
· Group revenue for the two months ended 28 February 2026 are tracking
in line with the Board's expectations at not less than £9.3m (unaudited)
· Playstack was named UK Interactive Entertainment's Publisher of the
Year for the second successive year in March 2026. Playstack expects to
release 8 titles in 2026 including the hotly anticipated Mortal Shell II and
Raccoin
· Oxygen's revenue to 28 February 2026 grew 16% when compared to the
same period in 2025
· Due to strong growth in technology and servicing recurring
subscription fees, Satago's revenue to 28 February 2026 grew 140% when
compared to the same period in 2025
Notes
(1) Excluding share-based payment charges
James van den Bergh, TruFin CEO, said:
"Having once again significantly outperformed market expectations in 2025,
including issuing multiple earnings upgrades during the year, it is a pleasure
to present another exceptional set of annual results.
Twelve months ago, we highlighted the Group's strong cash generation, excess
capital and our focus on maintaining a disciplined approach to capital
allocation. Since then, we have clearly articulated our capital allocation
philosophy: the Board prioritises funding all high-return organic investment
opportunities across the Group while maintaining appropriate liquidity and
balance sheet strength. Where capital exceeds these requirements, and no
superior acquisition opportunities are available, the Board will consider
returning surplus capital to shareholders. Share buybacks will be undertaken
when the Company's shares trade at a discount to the Board's internally
assessed intrinsic value.
This framework ensures capital is deployed only where it can achieve the
highest risk-adjusted returns and reflects the Board's consistent and
disciplined approach to capital since IPO. Guided by this philosophy, it was
particularly pleasing to initiate two share buyback programmes totalling £8m
during 2025, which the Board believes will enhance returns for shareholders
who remain invested in the Group.
As 2025 began, one challenge loomed large: TruFin's exceptional 2024 was going
to be difficult to surpass. 2024 was the year Playstack launched Balatro, the
indie phenomenon, fuelling a hard to beat financial performance. Oxygen's
stellar 2024 was similarly tough to repeat, particularly with the
'once-in-a-generation' Procurement Act coming into force in the first half of
2025. In addition, Satago had earned significant revenue from Lloyds in early
2024, before the bank terminated its contract in July 2024; 2025 would require
painful streamlining and preparation for the next phase of growth. Not an easy
backdrop.
Despite these challenges, the Group surpassed all expectations, growing
revenues by 20% to £65.9m and, equally impressively, growing adjusted EBITDA
by 66% to £12.6m. This performance highlights what we have long said: the
Group has significant embedded operational leverage.
Once again, every key line item - from revenue to EBITDA, EBIT and dividends
received from subsidiaries - has grown. The business is scaling while
returning cash to its owners-a compelling combination. Particularly notable is
the operating leverage delivered during the year, with adjusted EBITDA up by
66% and adjusted EBIT increasing by 699%.
At subsidiary level, performance has been equally pleasing. Last year we
highlighted that Playstack is 'a diversified and profitable business with a
repeatable and scalable model'. We were therefore unsurprised-though very
pleased-by its 2025 performance. Playstack's game 'hit ratio' remains above
85%, and early data from launches planned in 2026 gives the Board immense
confidence.
For Oxygen, the long-awaited Procurement Act was always going to impact local
authority procurement; exactly how was difficult to predict. Regardless, with
more than 90% of the next five years' revenue already contracted from existing
customers, Oxygen was well positioned to weather the inevitable disruption,
delivering a 55% increase in EBITDA. It is now clear that activity is
returning to normal. With calmer conditions ahead, the Board expects Oxygen to
deliver strongly for shareholders again in 2026.
Satago's cost base was substantially reset during 2024 and 2025, allowing the
business to exit the year with renewed confidence. Satago's partners are among
the strongest in the market, its pipeline remains robust, and as it refocuses
on maximising value for existing partners it enters 2026 in a far stronger
position.
With such a confident backdrop, in January 2026 the Board again elected to
repurchase shares, initiating a further £6m buyback programme. The third in
12 months. This provides liquidity for shareholders who have supported the
Group over time while increasing ownership for those who remain invested in
our growing and cash-generative Group. Our straightforward capital allocation
framework has resonated with shareholders, and we will continue to adhere to
it rigorously as we seek to maximise long-term shareholder value.
Despite the ongoing uncertainty in the Middle East and resulting volatility in
energy prices, TruFin continues to scale profitably and is expected to remain
highly cash-generative in the years ahead. Once again, I would like to thank
our shareholders for their continued and unfailing support."
For further information, please contact:
TruFin plc 0203 743 1340
James van den Bergh, Chief Executive Officer
07779 229508
Kam Bansil, Investor Relations
Panmure Liberum Limited (Nominated Adviser and Corporate Broker) 0203 100 2000
Chris Clarke
Edward Thomas
TruFin plc is the holding company of an operating group comprising three
growth-focused technology businesses operating in niche markets: early payment
provision, invoice finance and mobile games publishing. The Company was
admitted to AIM in February 2018 and trades under the ticker symbol: TRU. More
information is available on the Company website: www.TruFin.com.
CHAIR'S STATEMENT
The operating environment in 2025 remained demanding. While inflationary
pressures eased and financial markets showed greater stability, economic
growth in the UK was subdued and business confidence cautious. Ongoing
geopolitical tensions and fiscal uncertainty continued to influence investment
decisions, reinforcing the importance of resilience, diversification and sound
governance.
Against this backdrop, TruFin delivered a strong performance and continued to
make progress as a profitable, cash-generative group. Following the transition
to profitability in 2024, the Board's focus during 2025 was on ensuring that
earnings quality, balance sheet strength and capital discipline were sustained
as the Group continued to scale.
The performance across the Group's subsidiaries was encouraging. Oxygen once
again demonstrated the benefits of a highly predictable revenue model and
long-term client relationships, generating consistent profits and cash. Satago
undertook a necessary period of adjustment following the loss of a significant
contract, taking decisive action to realign its cost base while preserving the
core capabilities of the business. Playstack continued to benefit from prior
investment in people, technology and content, with its growing portfolio
reinforcing the value of a patient, long-term approach.
At a Group level, profitability improved further and cash generation remained
robust. The balance sheet ended the year in a strong position, with all
subsidiaries fully funded and the Group retaining significant flexibility.
Capital allocation remained a central focus for the Board throughout the year.
During 2025, the Group initiated two share buyback programmes. These reflected
the Board's assessment that TruFin held capital in excess of its near-term
operational and investment requirements, that high-return organic
opportunities across the portfolio were appropriately funded, and that the
Company's shares were trading at a material discount to the Board's assessment
of intrinsic value.
The decision to proceed with the buybacks aimed to enhance long-term
shareholder returns by reducing share capital. These actions exemplify the
Board's disciplined approach to capital allocation: reinvesting where returns
are compelling, maintaining financial resilience, and returning capital to
shareholders when it represents the most attractive use of funds. This
approach is consistent with the Board's actions since IPO, including prior
capital returns undertaken when similar conditions have been met.
An important characteristic of the Group's strategy is its ownership mindset.
TruFin seeks to build businesses that are well invested, operationally robust
and capable of generating sustainable cash flows. They are not managed to
optimise short-term exit value, but to stand on their own merits. This
provides confidence both to potential future owners and to shareholders that
value is being built patiently and responsibly.
Looking ahead, while the external environment remains uncertain, the Board
believes the Group is well positioned. TruFin benefits from a diversified
revenue base, experienced management teams and a clear strategic framework.
The Board remains confident in the Group's ability to continue delivering
long-term shareholder value.
I would like to thank my fellow Board members, the management teams across the
Group and all employees for their continued commitment during the year. I also
thank our shareholders for their ongoing support.
Steve Baldwin
Chair
CEO'S REVIEW
Overview
2025 represented a shift in emphasis for TruFin. With profitability
established in 2024, the Group moved on to strengthening the quality and
durability of earnings across its businesses, while maintaining disciplined
capital allocation.
TruFin has made solid progress towards these objectives, resulting in the
Group initiating further share repurchases during the year - its third and
fourth returns of capital to shareholders since IPO. The first was completed
via a tender offer in May 2019 at 92p. In 2025 the Company bought back 7.5m
shares at an average price of 106p over two share buyback programmes.
Importantly, the year saw TruFin balance near-term execution with longer-term
investment. We continued to invest in technology, people and platforms, while
remaining firmly focused on returns on invested capital and cash generation.
This approach underpins TruFin's long-term strategy of building scalable,
profitable businesses capable of delivering sustained shareholder value.
We have always invested with this permanent-ownership mindset. Our
subsidiaries are not 'primed for sale'. Future owners can acquire them knowing
that we have never compromised long-term value for short-term gain. This
approach allows us to hold each subsidiary as a robust, cash-generative asset
until they are appropriately valued by prospective owners.
2025 Group performance
Group revenue increased to £65.9m in 2025, with 99% of revenues derived from
recurring software, subscription, game and licensing income. This continued
the Group's strategic pivot away from capital-intensive lending activities and
towards higher-quality, repeatable revenue streams with strong margin
characteristics.
At the Group level, profitability improved year-on-year, reflecting both
revenue growth and the benefits of embedded operating leverage as prior
investment programmes matured. Adjusted EBITDA increased 66% to £12.6m and
adjusted PBT increased 848% to £8.4m. Cash generation remained robust,
further strengthening the balance sheet and providing the Board with increased
flexibility in capital allocation decisions.
Oxygen delivered another strong year, reinforcing its position as the UK
market leader in Early Payment and public sector procurement intelligence.
Revenue grew to £9.1m, representing 18% year-on-year growth, while EBITDA
increased to £3.8m, up 67% on the prior year. Impressively, EBIT rose 383%,
to £2.1m, reflecting the business model's inherent operating leverage.
Oxygen's excellent performance was driven by continued growth in its core
Early Payment programmes, underpinned by long-term client relationships and a
highly predictable recurring revenue base. During the year, Oxygen secured
four new Early Payment clients and successfully renewed seven client
contracts, achieving 100% client retention and ending the year with a record
65 Early Payment clients and an average committed client tenure of 7.7 years.
What a business!
During 2025, the implementation of the UK's Procurement Act introduced a
period of transition in local government sourcing, which originates
significant spend for Early Payment programmes. This impacted the timing of
certain onboarding decisions during the year, but did not affect underlying
demand. Oxygen's value-led proposition, long-standing client relationships and
diversified revenue streams ensured that momentum was maintained and that the
business continued to deliver dependable growth across its key financial and
operational metrics.
Oxygen's cash-generative nature was again evident. This enabled the subsidiary
to pay the Group a dividend of £2.5m during the year - almost double the
distribution made in 2024 - while continuing to invest in technology, people
and service delivery.
The Board remains highly confident in Oxygen's outlook. The business benefits
from significant barriers to entry, deep domain expertise and a robust,
proprietary technology platform. As the Procurement Act bedding-in period
passes, Oxygen is well positioned to benefit from normalised onboarding
activity, continued growth in signed spend and the expansion of its Software
as a Service ("Saas") and Insights market intelligence offerings.
2025 was another record-breaking year for Playstack. With revenues up 24% to
£55.3m and EBITDA increasing 20% to £13.5m. The year was driven by
exceptional catalogue performance, most notably Abiotic Factor and Balatro,
alongside the successful launch of new titles, while meaningful progress was
made in building a deep pipeline for future growth.
Importantly, the new game launches in 2025 are all on track to return their
invested capital. Ensuring Playstack's 'hit ratio' (the percentage of games
that generate a positive return on external development costs) remains above
85%. Playstack's Return on Invested Development Capital ("ROIDC") across its
entire console portfolio exceeds 300%, with an Internal Rate of Return ("IRR")
of more than 180%.
With more than 20 million new downloads during the year, Playstack is
exceptionally well positioned to build on this momentum in 2026 and beyond.
This was a year of transition for Satago. Following the unexpected loss of a
major Tier-1 banking contract in 2024, stabilisation, cost realignment and
repositioning the business for sustainable growth were key.
During the year, the Satago team executed a significant restructuring
programme, materially reducing the cost base while maintaining operational
continuity and service quality. These difficult but necessary actions have
produced a leaner, more focused organisation aligned to current opportunities.
Alongside this reset, Satago continued to invest in its platform and embedded
finance proposition. The upgrades completed during the Tier-1 bank integration
have enhanced the technology's flexibility and scalability; early traction
with new, forward-thinking partners has been encouraging.
While Satago remains in a rebuilding phase, the business exits 2025 on a far
more resilient footing. With a streamlined cost structure and clearer
strategic focus, Satago is positioned to achieve profitability.
The Group ended the year with a cash balance of £12.4m providing a strong
financial foundation. All subsidiaries remain fully funded.
Current trading and prospects
The Group has made a positive start to 2026, with trading across the portfolio
tracking Board expectations. Group revenues for January and February are
expected to be more than £9m.
As the Group scales, disciplined execution remains paramount. We continue to
monitor performance through a data-led lens, prioritising metrics such as
margins, cash conversion, returns on invested capital and internal rates of
return. This approach ensures that profitable growth is sustainable.
With an exciting pipeline of game launches from Playstack, continued growth at
Oxygen and renewed momentum at Satago, the Group is well positioned for the
year ahead.
Outlook
With 2024 marking the transition to profitability and 2025 demonstrating
improved profitability and resilience, TruFin is entering its next phase of
development with confidence.
The Group is well capitalised, its businesses are operationally robust and the
Board has unprecedented flexibility in allocating capital. This allows
continued organic investment, the potential for targeted acquisitions and,
where appropriate, returning excess capital to shareholders.
TruFin has built a reputation for doing what it says it will do. By remaining
focused on disciplined capital allocation, high-quality recurring revenues and
building exceptional teams, we believe the Group is set to keep delivering
long-term shareholder value.
On behalf of the Board, I would like to once again thank our employees,
partners and customers for their continued commitment, and our shareholders
for their ongoing support.
OXYGEN REVIEW
2025 performance
2025 was another record-breaking year for Oxygen Finance, with revenues
increasing 18% to £9.1m (2024: £7.7m). Growth across Early Payment, SaaS and
Partnerships drove significant improvement in profitability, with EBIT rising
to £2.1m (+383%) and EBITDA to £3.8m (+67%). Strong cash generation enabled
a dividend of £2.5m to be returned to shareholders (2024: £1.3m), alongside
continued investment in our platform to drive future growth.
Oxygen has continued to strengthen its dominant position in the local
government market, securing new clients and renewing all early payment client
contracts falling due during the year, maintaining its 100% renewal rate. At
the end of 2025, the average Early Payment Programme client tenure - a key
indicator of customer loyalty and Oxygen's contract renewal success - had
reached 7.7 years (2024: 7.6 years), further strengthening Oxygen's recurring
revenue streams.
Revenue increased from Oxygen's existing client base both through Early
Payment Programme growth and incremental Partnership services, demonstrating
the strength of client relationships. Over 60% of Early Payment local
government clients now purchase at least one other product (2024: 48%), with
cross-selling revenues growing by 200% during the year.
Early Payment Programme transacted volumes reached a record £1.4bn across
5,862 participating suppliers in 2025 (2024: £1.2bn across 4,919 suppliers).
£16.2m (2024: £13.7m) of rebates were generated for public sector clients,
bringing the cumulative total delivered since inception to over £80m.
Oxygen's SaaS portfolio also continued to perform strongly, with its Insights
product retaining its position as the market-leading provider of procurement
intelligence to the UK public sector, supported by continued investment in
AI-enabled data capture and analytics. The acquisition of BidStats in 2023 is
now fully embedded within Oxygen's go‑to‑market strategy, achieving full
cash payback within two years.
The business continues to generate substantial social value through its
FreePay programme, with £0.9bn paid early to local micro suppliers free of
charge, taking the total since inception to £3.6bn.
Current trading and prospects
The strong fundamentals and operating leverage of the business provide
confidence that sustained revenue growth and profitability will continue. More
than 98% of forecast 2026 Early Payment revenue is expected to be generated
from existing clients providing high visibility, while continued growth in net
signed spend supports future transacted volumes.
Ongoing fiscal pressures within local government reinforce the relevance of
Early Payment as a non-debt source of incremental income and supplier support.
As last year's UK Procurement Act beds in and procurement activity normalises,
we expect supplier onboarding and spend flows to strengthen further.
Demand for high-quality public sector sales intelligence remains robust, as
increasing competition for public contracts drives the need for better data
and earlier engagement. The scale of our dataset, continued investment in AI
and automation, and the breadth of our client relationships position Oxygen
strongly for continued expansion. Partnerships remain an important contributor
to growth, extending the value delivered to clients while allowing us to
remain focused on our core propositions.
By maintaining disciplined execution and investing selectively in talent and
technology, Oxygen is well placed to continue delivering sustainable growth
and strong returns in 2026 and beyond.
SATAGO REVIEW
2025 performance
Satago stabilised its business operations during 2025 following the
significant cost reductions implemented in the second half of 2024.
Revenue decreased 50% to £1.2m (2024: £2.5m), reflecting the planned
transition away from its own lending activities and the remaining impact of
its terminated primary LaaS partner contract in 2024.
The more efficient use of resources resulted in a 45% reduction in operating
costs of £3.6m (2024: £6.4m) and a 47% fall in overall net losses to £2.6m
(2024: £4.8m).
Satago remains focused on its two primary propositions: cashflow management
(and related technology solutions), and its core LaaS offering.
Cashflow management is typically distributed via strategic partners and
subscription revenue grew 69% to £0.7m (2024: £0.4m). This growth is
expected to accelerate in 2026.
Satago remains confident in the LaaS proposition which saw servicing revenues
increasing 236% to £0.2m in 2025 (2024: £0.1m). This proposition is unique
in the UK market in combining a fully digitised, cost-efficient working
capital solution with a unique distribution model via Satago's embedded
offering. Satago continues to build its LaaS pipeline and now expects to
onboard several new strategic partners in 2026.
Satago remains focused on achieving monthly EBITDA profitability in 2026.
Current trading and prospects
Satago has completed its planned transition away from own-book lending to
focus on providing technology and servicing to its finance partners under the
LaaS model.
The model allows banks and specialist lenders to offer their customers a
leading invoice finance solution through both traditional and embedded
channels. Satago is now in the final stages of onboarding a new partner to
provide single and whole book finance via its embedded offering, building on
the success of its first partnership with Distribution Finance Capital plc in
2025.
Satago has also signed two new contracts as part of its cashflow management
proposition, one for the provision of credit data services.
Subscription revenue to the end of February 2026 grew 140% when compared to
the same period in 2025.
TruFin remains fully supportive of Satago's strategy and its focus on
providing leading technology solutions.
PLAYSTACK REVIEW
2025 performance
2025 has been a phenomenal year for Playstack, with strong performances by
both its games catalogue and innovative new releases.
Abiotic Factor and Balatro, both reviewed as 'overwhelmingly positive' on the
Steam marketplace, sold in record numbers in 2025. Abiotic Factor benefitted
from three major downloadable content updates, plus other continuous updates,
while Balatro was boosted by 25 collaborative partnerships with other leading
games IP and ongoing popularity of the game's mobile version, one of the
highest performing premium mobile titles of 2025.
Playstack also released several new titles during 2025, most notably
VOID/BREAKER. This was released via Early Access on Steam and the Microsoft
store in August 2025, underpinned by a Game Pass subscription partnership.
Meanwhile UNBEATABLE launched successfully in December 2025.
Alongside maximising existing title performance, and new releases Playstack
also invested resources to build an extensive pipeline of titles scheduled for
release in 2026 and 2027 alongside new commercial partnerships to provide
significant benefit in 2026 and beyond.
Playstack performed financially and creatively in 2025. It grew full-year
Profit Before Tax 59% to £12.2m (2024: £7.7m), while continuing to earn
accolades and awards from across the industry. These included a notable win of
Debut Game for Balatro at the BAFTA Games Awards 2025, and a second,
successive naming of Playstack as UK Interactive Entertainment's Publisher of
the Year.
Remarkably, Playstack has improved on all key metrics in 2025, with 20 million
new installs of its games and over 150 million hours played in the year. The
combined Playstack catalogue has now exceeded $100m in lifetime revenues on
Steam.
Current trading and prospects
During 2026, Playstack will introduce the much-anticipated Mortal Shell II to
global audiences on PC, PlayStation and Xbox. The game's announcement opened
the show at the prestigious Summer Game Fest in June 2025 and set new records
for the most wish lists accrued by a Playstack game in a single day.
Playstack's discovery team have continued to go from strength-to-strength,
securing the full 2026 line-up as well as key strategic titles for 2027.
Catalogue performance remains key for 2026, with high expectations on the
ongoing management of Balatro and Abiotic Factor, the premium release of The
Case of the Golden Idol on iOS and Android and the first major DLC release for
2023's hit title The Last Faith.
Playstack has consolidated its position as a leader in the games industry,
reinforcing its strong foundations for sustained growth in the years ahead.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
2025 2024
Notes £'000 £'000
Interest income 3 769 1,246
Fee income 3 10,103 9,163
Publishing income 3 55,046 44,544
Gross revenue 3 65,918 54,953
Interest, fee and publishing expenses (35,466) (30,320)
Net revenue 30,452 24,633
Staff costs 5 (13,282) (12,898)
Other operating expenses (4,763) (5,723)
Depreciation & amortisation (3,066) (5,221)
Net impairment on financial assets 7 (1,734) (776)
Profit before tax 7,607 15
Taxation 2, 9 3,941 3,632
Profit for the year 11,548 3,647
Other comprehensive income
Items that may be reclassified subsequently to profit and loss
Exchange differences on translating foreign operations
341 (89)
Other comprehensive income/(loss) for the year, net of tax 341 (89)
Total comprehensive profit for the year 11,889 3,558
Profit/(loss) for the year attributable to the owners of:
TruFin plc 11,640 4,840
Non-controlling interests (92) (1,193)
11,548 3,647
Total comprehensive profit/(loss) for the year attributable to the owners of:
TruFin plc 11,964 4,767
Non-controlling interests (75) (1,209)
11,889 3,558
Earnings per Share
2025 2024
Notes pence pence
Basic EPS 21 11.3 4.6
Diluted EPS 10.4 4.2
COMPANY STATEMENT OF COMPREHENSIVE INCOME
2025 2024
Notes £'000 £'000
Revenue 3 414 270
Staff costs 5 (3,649) (2,757)
Other operating expenses (865) (748)
Depreciation & amortisation (2) (2)
Loss before tax (4,102) (3,237)
Taxation 9 342 -
Loss and total comprehensive income for the year (3,760) (3,237)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
2025 2024
Notes £'000 £'000
Assets
Non-current assets
Intangible assets
Property, plant and equipment Deferred tax asset 10 26,633 25,865
11 120 309
9 7,000 3,175
Total non-current assets 33,753 29,349
Current assets
Cash and cash equivalents Loans and advances
Trade receivables 12,355 14,874
Other receivables 27 4,857
13 4,703 11,147
14 11,501 10,187
14
Total current assets 28,586 41,065
Total assets 62,339 70,414
Equity and liabilities Equity
Issued share capital Retained earnings Foreign exchange reserve
Other reserves
15 89,782 96,425
(9,783) (24,447)
286 (14)
(30,708) (29,830)
Equity attributable to owners of the company 49,577 42,134
Non-controlling interest 19 (1,405) 1,410
Total equity 48,172 43,544
Liabilities
Non-current liabilities
Borrowings
16 - 11
Total non-current liabilities - 11
Current liabilities
Borrowings
Trade and other payables 16 3 4,157
17 14,164 22,702
Total current liabilities 14,167 26,859
Total liabilities 14,167 26,870
Total equity and liabilities 62,339 70,414
COMPANY STATEMENT OF FINANCIAL POSITION
2025 2024
Notes £'000 £'000
Assets
Non-current assets
Property, plant and equipment 7 2
Investments in subsidiaries 12 30,189 30,189
Amounts owed by group undertakings 49,519 58,759
Total non-current assets 79,715 88,950
Current assets
Cash and cash equivalents 2,600 3,288
Trade and other receivables 14 59 65
Total current assets 2,559 3,353
Total assets 82,374 92,303
Equity and liabilities
Equity
Issued share capital 15 89,782 96,425
Retained earnings (13,444) (9,127)
Other reserves 3,706 3,767
Total equity 80,044 91,065
Liabilities
Current liabilities
Trade and other payables 17 2,330 1,238
Total current liabilities 2,330 1,238
Total liabilities 2,330 1,238
Total equity and liabilities 82,374 92,303
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Capital Retained Earnings Foreign exchange reserve Other reserves Total Non-controlling interest Total
equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 January 2025 96,425 (24,447) (14) (29,830) 42,134 1,410 43,544
Profit for the year - 11,640 - - 11,640 (92) 11,548
Other comprehensive income for the year - - 324 - 324 17 341
Total comprehensive income for the year - 11,640 324 - 11,964 (75) 11,889
Issuance of shares 208 (147) - (61) - - -
Share-based payment - 798 - - 798 - 798
Share buyback (6,851) (1,208) - - (8,059) - (8,059)
Disposal of subsidiary - 6,810 (24) (6,786) - - -
Change in non-controlling interest - (3,229) - 5,969 2,740 (2,740) -
Balance at 31 December 2025 89,782 (9,783) 286 (30,708) 49,577 (1,405) 48,172
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
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 2025 it was a debit balance of £40,145,000
(2024: £33,358,000). The movement in the merger reserve arose from the
disposal of a subsidiary in the year.
The share revaluation reserve arose from the share cancellation that took
place in February 2018. As at 31 December 2025 its balance was £8,966,000
(2024: £8,966,000).
Shares issued at a discount arose from share issuances in 2022, 2023, 2024 and
2025. As at 31 December 2025 its balance was £5,260,000 (2024: £5,199,000).
See Note 15 for further information.
Non-Controlling Interest
The non-controlling interest relates to the minority interest held in
Playstack Limited, Bandana Media Limited, Playstack OY, Satago Financial
Solutions Limited, Satago SPV1 Limited, Satago SPV2 Limited and Satago z.o.o.
COMPANY STATEMENT OF CHANGES IN EQUITY
Share Retained earnings Other reserves Total Equity
Capital
£'000 £'000 £'000 £'000
Balance at 1 January 2025 96,425 (9,127) 3,767 91,065
Total comprehensive loss for the year - (3,760) - (3,760)
Issuance of shares 208 (147) (61) -
Share-based payment - 798 - 798
Share buyback (6,851) (1,208) - (8,059)
Balance at 31 December 2025 89,782 (13,444) 3,706 80,044
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
CONSOLIDATED STATEMENT OF CASH FLOWS
2025 2024
Notes £'000 £'000
Cash flows from operating activities
Profit before tax 7,607 15
Adjustments for
Depreciation of property, plant and equipment 183 212
Amortisation of intangible assets 3,977 6,336
Share-based payments 798 872
Finance costs 114 595
Impairment of financial assets 1,734 -
Loss on disposal of fixed assets 44 13
Loss on disposal of subsidiary 40 -
14,497 8,043
Working capital adjustments
Movement in loans and advances 3,819 2,377
Decrease/(increase) in trade and other receivables 4,065 (13,927)
(Decrease)/increase in trade and other payables (8,335) 17,085
(451) 5,535
Tax credit received 409 690
Interest and finance costs (173) (423)
Net cash generated from operating activities 14,282 13,845
Cash flows from investing activities:
Additions to intangible assets (4,638) (6,851)
Additions to property, plant and equipment (23) (28)
Acquisition of subsidiaries (1) (8)
Cash in subsidiary on disposal (8) -
Net cash used in investing activities (4,670) (6,887)
Cash flows from financing activities:
Share buybacks (8,059) -
Net borrowings 16 (4,108) (1,999)
Lease payments (182) (197)
Net cash used in financing activities (12,349) (2,196)
Net (decrease)/increase in cash and cash equivalents (2,737) 4,762
Cash and cash equivalents at beginning of the year 14,874 10,140
Effect of foreign exchange rate changes 218 (28)
Cash and cash equivalents at end of the year 12,355 14,874
COMPANY STATEMENT OF CASH FLOWS
2025 2024
£'000 £'000
Cash flows from operating activities
Loss before income tax (4,102) (3,237)
Adjustments for:
Depreciation of property, plant and equipment 2 2
Interest income (126) (149)
Share-based payments 798 872
Working capital adjustments (3,428) (2,512)
(Increase)/decrease in trade and other receivables (41) 146
Increase in trade and other payables 1,138 448
1,097 594
Tax received 342 -
Interest received 127 155
Net cash used in operating activities (1,862) (1,763)
Cash flows from investing activities
Intragroup loans cash advanced (14,479) (4,298)
Intragroup loans cash received 23,936 4,567
Additions to property, plant and equipment (7) (2)
Net cash generated from investing activities 9,450 267
Cash flows from financing activities
Share buybacks (8,059) -
Net cash generated from financing activities (8,059) -
Net decrease in cash and cash equivalents (471) (1,496)
Cash and cash equivalents at beginning of the year 3,288 4,723
Effect of foreign exchange rate changes (217) 61
Cash and cash equivalents at end of the year 2,600 3,288
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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 55-56. The
principal activities of the Group are the provision of invoice finance
software and SaaS products, early payment services and video 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 in 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 55-56, 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.
Basis of consolidation
The consolidated financial statements include all of the companies controlled
by the Group, which are as follows:
Country of incorporation % voting rights and shares held
Entities Registered address Nature of the business
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 98% of ordinary shares
120 Regent Street,
London, United Kingdom, Provision of short term
Satago SPV 1 Limited ("Satago SPV 1") UK W1B 5FE finance 98% of ordinary shares
120 Regent Street,
London, United Kingdom, Provision of short term
Satago SPV 2 Limited ("Satago SPV 2") UK W1B 5FE finance 98% of ordinary shares
32-023 Krakow ul. Sw Provision of short term
Satago z.o.o (Satago Poland) Poland Krzyza 19/6 Poland finance 98% of ordinary shares
1st Floor Enterprise House,
Oxygen Finance Group Limited ("OFGL") 115 Edmund Street,
(together with OFL, OBFL and OFAI) Birmingham, United
("Oxygen") UK Kingdom, B3 2HJ Holding Company 88% 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 88% of ordinary shares*
1st Floor Enterprise House,
115 Edmund Street,
Birmingham, United
Oxygen Business Finance Limited ("OBFL") UK Kingdom, B3 2HJ Not trading 88% 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 75% 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
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 94566-7705
Magic Fuel Inc ("Magic Fuel") USA Game developer 100% of ordinary shares
* Nominal ownership of these companies is 88% 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")
On 22 August 2025, the Group disposed of its 90% ownership of Oxygen Finance
Americas Inc ("OFAI").
Material accounting policies
The material 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 2025, the Group had a cash balance of £12.4m and net
current assets of £14.4m. 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 2027.
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. The
current forecasts include the ongoing £6m share buyback, and the 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.
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, Lending as a
Service, 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.
Lending as a Service
Satago provides a platform that enables partners to offer Invoice Finance
solutions to their client bases, with optional servicing support.
Servicing fees are charged monthly to finance partners who use Satago's
servicing support and is typically based on the performance of the underlying
assets. This is recognised monthly in line with Satago's performance
obligations.
Licence and technology fees are fixed fees charged to finance partners to
the use of the Satago platform. These are received in arrears and recognised
during the month in which they relate.
Introducer fees are billed to the finance partner when Satago facilitates the
introduction, and the fees are recognised on a monthly basis.
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 focused 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.
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.
Mobile revenue
Mobile 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.
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.
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.
EPPS projects
EPPS projects 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.
Estimated useful lives
The estimated useful lives of finite intangible assets are as follows:
Computer software 3-5 years
EPPS projects 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.
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.
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 18 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 18 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.
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.
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 the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible
temporary differences can be utilised. Such assets and liabilities are not
recognised if the temporary difference arises from the initial recognition
(other than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting
profit. In addition, a deferred tax liability is not recognised if the
temporary difference arises from the initial recognition of goodwill. However,
the initial recognition exemption does not apply to transactions in which both
deductible and taxable temporary differences arise on initial recognition that
result in the recognition of equal deferred tax assets and liabilities.
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.
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: Satago, Oxygen,
Playstack 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.
R&D Expenditure Credit
R&D Expenditure Credits are accounted for as a government grant under IAS
20 and recognised in the income statement offset against other operating
expenses in the period to which the claim relates.
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. Lease liabilities are
presented within "Trade and other payables".
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 10.
• 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 and Playstack 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.
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 18 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 10.
Impairment of investment in subsidiary and recoverability of amounts owed by
Group undertakings
The Company's investment in its subsidiary and amounts owed by the subsidiary
to the Company are 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 10.
3. Gross revenue
Group 2025 2024
£'000 £'000
Revenue
Interest income
769 1,246
Total interest revenue 769 1,246
EPPS contracts Consultancy fees Lending as a Service Subscription fees
6,801 5,579
306 371
263 915
2,733 2,298
Total fee revenue 10,103 9,163
Mobile revenue 10,114 6,047
Advertising revenue Console revenue 450 262
44,482 38,235
Total publishing income 55,046 44,544
Gross revenue 65,918 54,953
2025 2024
Company £'000 £'000
Intercompany fee income 108 108
Other interest income 306 162
Gross revenue 414 270
4. Segmental reporting
The results of the Group are broken down into segments based on the Group from
which it derives its revenue:
Satago
Provision of distribution finance products and invoice discounting. For
results during the reporting period, this corresponds to the results of
Satago.
Oxygen
Provision of Early Payment Programme Services. For results during the
reporting period, this corresponds to the results of Oxygen.
Playstack
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.
The results of each segment, prepared using accounting policies consistent
with those of the Group as a whole, are as follows:
Satago Oxygen Playstack Other Total
Year ended 31 December 2025 £'000 £'000 £'000 £'000 £'000
Gross revenue 1,248 9,111 55,253 306 65,918
Cost of sales (247) (1,094) (34,125) - (35,466)
Net revenue 1,001 8,017 21,128 306 30,452
Adjusted (loss)/profit before tax* (2,577) 2,137 12,104 (3,259) 8,405
(Loss)/profit before tax (2,577) 2,137 12,104 (4,057) 7,607
Taxation 117 2,002 1,822 - 3,941
(Loss)/profit for the year (2,460) 4,139 13,926 (4,057) 11,548
Total assets 3,376 10,494 45,802 2,667 62,339
Total liabilities (296) (2,236) (9,320) (2,315) (14,167)
Net assets 3,080 8,258 36,482 352 48,172
* adjusted loss before tax excludes share-based payment expense
Satago Oxygen Playstack 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 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
The majority of the Group's activities (98% of revenues) are within the UK,
with 2% earned in USA and 0% in Europe.
5. Staff costs
Analysis of staff costs:
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:
2025 2024
Number Number
Management 13 14
Finance 9 11
Sales & marketing 29 40
Operations 62 64
Technology 51 59
164 188
Directors' emoluments
The number of directors who received share options during the year was as
follows:
2025 2024
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:
MIP Consultancy Pension and 2025 2024
Salary Bonus award fees benefits Total Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Executive Directors: J van den Bergh
256 316 465 - 10 1,047 521
256 316 465 - 10 1,047 521
Non-executive Directors: S Baldwin
100 - - - - 100 100
P Judd 70 - - - - 70 70
S Brennan 13 - - 12 - 25 -
P Dentskevich 48 - - - - 48 60
A Wilhelmsen - - - - - - -
231 - - 12 - 243 230
Management incentive plan ("MIP") award relate to contractual payments, that
were payable under the Company's Return of Value plan.
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:
2025 2024
£'000 £'000
Service Criteria Award 134 318
TruFin Share Price Award 307 431
Subsidiary Performance Award 69 123
CEO 2025 Incentive Plan 288 -
Total 798 872
Awards granted in 2025
Service Criteria Award
On 9 April 2025, 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 2027. A
Black-Scholes model was used to determine the fair value of these options. The
model used an expected volatility of 42% and risk free rate of 4%.
TruFin Share Price Award
On 9 April 2025, options to acquire 262,500 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 2027. 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 42% and a risk free rate of 4%.
Subsidiary Performance Award
On 9 April 2025, options to acquire 112,500 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 will vest on 31
December 2027.
CEO 2025 Incentive Plan
On 9 April 2025, options to acquire 4,850,000 shares were granted to the Group
CEO at an exercise price of £0.75. The vesting of this award is subject to
the holder being in continued employment until the vesting date of this award
-1 January 2026, and was subject to the achievement of the following share
price hurdles.
1,616,667 shares at £0.94 1,616,667 shares at £1.31 1,616,666 shares at
£1.88
The award is also subject to a two-year clawback period until 1 January 2028.
Following the two share buyback programmes in the year, the exercise price of
the award has been reduced to £0.70. The share price hurdles have been
reduced to £0.88, £1.22 and £1.75.
The Options will participate in the Company's Return of Value ("RoV") Plan. If
a change of control of the Company takes place, or the Company disposes of all
of its subsidiaries bar one, and provided the option holder is not a bad
leaver at the time, these events will be treated as an RoV.
Awards granted in prior years
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. These awards were subsequently allocated to the CEO.
The vesting of this award was based on market-based performance conditions.
On 9 April 2025, these options were surrendered by the award holder with
immediate effect for no payment or compensation. There was no further impact
to the Financial Statements following the surrendering of these awards as the
full fair value of these awards has been fully recognised over the original
three-year vesting period of the award.
Information regarding all other previous share options issued are included in
the relevant annual financial statements.
Details of share-based awards during the year:
PSP Founder Award (#)
JSOP Founder Award (#) PSP Market Value Options(#)
Type of instrument granted
Outstanding at 1 January 2025 - 1,566,255 4,868,420
Granted during the year - - -
Exercised during the year - - -
Forfeited during the year - - (4,868,420)
Outstanding at 31 December 2025 - 1,566,255 -
Exercisable at 31 December 2025 1,566,255 -
Subsidiary Performance Award (#)
Service Criteria Award (#) TruFin Share Price Award (#) CEO 2025
Type of instrument granted Incentive
Outstanding at 1 January 2025 1,400,000 1,768,750 534,375 -
Exercisable at 1 January 2025 1,025,000 289,583 146,875 -
Granted during the year 175,000 262,500 112,500 4,850,000
Exercised during the year (125,000) (31,250) (46,875) -
Lapsed during the year - - (48,007) -
Forfeited during the year - - - -
Outstanding at 31 December 2025 1,425,000 2,000,000 551,993 4,850,000
Exercisable at 31 December 2025 1,075,000 847,917 245,743 -
No options expired during the year.
The weighted average remaining contractual life for the share options
outstanding as at 31 December 2025 was 4.90 years (2024: 5.13 years).
7. Net impairment loss on financial assets
2025 2024
£'000 £'000
At 1 January 809 173
Charge for impairment loss 1,734 776
Amounts written off in the year (2,533) (140)
Amounts recovered in the year - -
At 31 December 10 809
At 31 December 2025, the Group had an impairment provision of £10,000, which
was allocated against trade and other receivables.
At 31 December 2024, the Group had an impairment provision of £809,000.
£500,000 was allocated against trade and other receivables, and the remainder
(£309,000) was allocated against loans and advances.
£703,000 of the net impairment charge on financial assets during the year
ended 31 December 2025 related to trade and other receivables. The remainder
(£1,031,000) related to loans and advances.
During the year ended 31 December 2024, £500,000 of the net impairment charge
on financial assets related to the trade and other receivables, and the
remainder (£276,000) related to loans and advances.
8. Profit before income tax
Profit before income tax is stated after charging:
2025 2024
£'000 £'000
Depreciation of property, plant and equipment 183 212
Amortisation charge in interest, fee and publishing expenses 1,094 1,327
Amortisation of intangible assets 2,883 5,009
Staff costs including share-based payments charge 13,282 12,898
2025 2024
Fees payable to the Group's auditor (Crowe UK LLP) £'000 £'000
Fees payable for the audit of the company's annual accounts 103 93
Fees payable for the audit of the company's subsidiaries 100 92
Total audit fees 203 185
Non audit services
Other assurance services 16 15
Total non-audit fees 16 15
9. Taxation
Analysis of tax credit recognised in the period
2025 2024
£'000 £'000
Current tax credit (116) (707)
Deferred tax credit (3,825) (2,925)
Total tax credit (3,941) (3,632)
Reconciliation of profit before tax to total tax credit recognised
2025 2024
Group £'000 £'000
Profit before tax 7,607 15
Profit before tax multiplied by the standard rate of corporation tax in the 1,902 4
UK of 25% (2024: 25%)
Tax effect of:
Expenses not deductible 451 647
Depreciation in excess of capital allowances 462 517
Capital allowances (469) (476)
Other short term timing differences (24) 60
Enhanced deductions (1,161) (697)
R&D tax credit (66) (731)
Deferred tax recognised on brought forward losses (3,825) (4,215)
Brought forward losses utilised (1,385) (1,290)
Deferred tax not recognised 158 2,556
Impact of different foreign tax rates 16 (7)
Total tax credit (3,941) (3,632)
2025 2024
Company £'000 £'000
Loss before tax (4,102) (3,327)
Loss before tax multiplied by the standard rate of corporation tax in the UK (1,026) (809)
of 25% (2024: 25%)
Tax effect of:
Expenses not deductible 169 250
Other short term timing differences (1) (1)
Deferred tax not recognised (1) 164
Losses utilised for group relief 517 396
Total tax credit (342) -
The deferred tax assets and liabilities at 31 December 2025 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
2025 2024
Group £'000 £'000
Balance at start of the year 3,175 250
Credit to the statement of comprehensive income 3,825 2,925
Balance at the end of the year 7,000 3,825
Comprised of Losses 7,000 3,825
Total deferred tax asset 7,000 3,825
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 sufficient taxable profits against which these tax losses can be
utilised over a reasonable time horizon.
Total unutilised tax losses in the Group as at the reporting date were
£79,014,000 (2024: £83,674,000) and on which no deferred tax asset has been
recognised were £51,015,000 (2024: £70,974,000).
Deferred tax assets of £846,000 relating to share‑based payment
arrangements have not been recognised (2024: £447,000), as the use is
dependent on future share price movements which are volatile by nature and
that there is no expectation of use of this asset within the Company.
10. Intangible assets
Separately identifiable intangible
assets
Computer software
EPPS
projects Goodwill Total
Group £'000 £'000 £'000 £'000 £'000
Cost
At 1 January 2025 7,782 14,801 3,367 15,280 41,230
Additions 602 4,036 - - 4,638
Disposals (34) (31) - - (65)
Exchange differences (2) 36 - - 34
At 31 December 2025 8,348 18,842 3,367 15,280 45,837
Amortisation and impairment
At 1 January 2025 (5,127) (7,958) (2,280) - (15,365)
Charge (1,094) (2,486) (397) - (3,977)
Disposals 34 1 - - 35
Exchange differences 2 101 - - 103
At 31 December 2025 (6,185) (10,342) (2,677) - (19,204)
Net book value
At 31 December 2025 2,163 8,500 690 15,280 26,633
At 31 December 2024 2,655 6,843 1,087 15,280 25,865
Separately identifiable intangible
assets
EPPS Computer software
projects 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 and impairment
At 1 January 2024 (3,800) (3,409) (1,887) - (9,096)
Charge (1,327) (4,616) (393) - (6,336)
Disposals - 97 - - 97
Exchange differences - (30) - - (30)
At 31 December 2024 (5,127) (7,958) (2,280) - (15,365)
Accumulated impairment losses
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
The Company had no intangibles assets at the year end.
EPPS projects 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 2025 and there was no
impairment in relation to underperforming contracts.
Computer software 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 2025 and concluded no
impairment was required. The impairment review of Computer Software related to
the Satago CGU is most sensitive to a change in the planned revenue growth
rate. A 20% reduction in this growth rate could give rise to an impairment
charge.
The 'Computer software' net book value balance related to internally generated
intangible assets at 31 December 2025 was £8,500,000 (2024: £6,843,000).
This consists of cost of £18,842,000 (2024: £14,801,000) and accumulated
amortisation of £10,342,000 (2024: £7,958,000). During the year there were
additions of £4,036,000 (2024: £6,084,000) and amortisation of £2,486,000
(2024: £4,616,000).
Goodwill and "Separately identifiable intangible assets" arise from
acquisitions made by the Group.
Insight Services (previously Porge)
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 2025 was £1,372,000 (2024: £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 (2024: £319,000) during the
year. Goodwill related to this transaction excluding these assets at 31
December 2025 was £823,000 (2024: £823,000).
bidstats.uk
In November 2023, Oxygen Finance Limited acquired the business of bidstats.uk
at a cost of £451,000. There were additions to the asset in 2024 of £52,000.
Separately identifiable assets of £332,000 have been identified relating to
the value of the customer relationships and the technology. The asset is being
amortised over five years resulting in an amortisation charge for the year of
£78,000 (2024: 74,000). Goodwill of £119,000 has arisen on the acquisition
and this will be reviewed annually for impairment. As at 31 December 2025, the
net book value of the bidstats.uk assets was £352,000 (2024: £429,000).
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 12%
was used and terminal growth rate of 2%. The recoverable amount 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 recoverable amount 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 recoverable amount of this CGU was greater
than the value of goodwill and so was deemed not be impaired.
The impairment review of Insight Services is most sensitive to a change in the
planned revenue growth and discount rate. An 11% reduction in this growth rate
or an increase in the discount rate to 20% 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.
11. Property, plant and equipment
Fixtures & Computer equipment Right-of-Use
fittings £'000 Asset Total
Group £'000 £'000 £'000
Cost
At 1 January 2025 Additions Disposals
Exchange differences 92 - 118 415 - 625
(95) 23 - 23
6 (9) - (104)
(4) 2
At 31 December 2025 3 128 415 546
Depreciation
At 1 January 2025 Charge
Disposals (54) (93) (169) (316)
Exchange differences (11) (24) (148) - (183)
62 - 9 - 71
2 2
At 31 December 2025 (3) (106) (317) (426)
Net book value
At 31 December 2025
- 22 98 120
At 31 December 2024 38 25 246 309
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
12. Investment in subsidiaries
Company £'000
Balance at 1 January 2025 and 31 December 2025 30,189
Balance at 1 January 2024 and 31 December 2024 30,189
13. Loans and advances
2025 2024
Group £'000 £'000
Total loans and advances 27 5,166
Less: loss allowance - (309)
27 4,857
The aging of loans and advances are analysed as follows:
2025 2024
£'000 £'000
Neither past due nor impaired 27 4,080
Past due: 0-30 days - 730
Past due: 31-60 days - 36
Past due: 61-90 days - 11
27 4,857
14. Trade and other receivables
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Trade and other receivables 4,713 11,647 - -
Allowance for credit losses (10) (500) - -
Prepayments 1,735 2,364 35 39
Accrued Income 814 615 - -
VAT - - 20 22
Other debtors 8,952 7,208 4 4
Amounts due from Group Undertakings - - - -
16,204 21,334 59 65
All receivables are due within one year. The aging of trade receivables is
analysed as follows:
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Not yet due 4,603 10,935 - -
Past due: 0-30 days 27 183 - -
Past due: 31-60 days 44 4 - -
Past due: 61-90 days 14 5 - -
Past due: more than 91 days 25 520 - -
4,713 11,647 - -
15. Share capital
Share Capital Total
Group and Company £'000 £'000
98,661,484 shares at £0.91 per share 89,782 89,782
During the year the Company issued 228,125 shares following the exercise of
vested options granted to employees of the Group in 2023 and 2024 (see note 6
for further details). 196,875 were issued at £0.66 per share, and 31,250 at
£0.53 per share, at a discount to par value of £61,000, which has been
included in Other Reserves in the Statement of Changes of Equity.
During the period from 22 May 2025 to 27 August 2025 the Company completed a
share buyback programme under which it purchased and cancelled 4,107,607
shares for a total amount of £4,000,000. This was a premium to par value of
£262,000, which has been included in Retained Earnings in the Statement of
Changes of Equity.
During the period from 17 September 2025 to 13 October 2025 the Company
completed a share buyback programme under which it purchased and cancelled
3,420,721 shares for a total amount of £4,000,000. This was a premium to par
value of £887,000, which has been included in Retained Earnings in the
Statement of Changes of Equity.
Directly attributable costs to these Programmes of £59,000 have been included
in Retained Earnings.
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 2025.
16. Borrowings
2025 2024
Group £'000 £'000
Loans due within one year 3 4,157
Loans due in over one year - 11
3 4,168
Movements in borrowings during the year
The below table identifies the movements in borrowings during the year.
Group £'000
Balance at 1 January 2025 4,168
Funding drawdown 1,449
Interest expense 116
Origination fees paid 31
Repayments (5,557)
Interest paid (204)
Conversion of loan note subsidiary equity -
Exchange differences -
Balance at 31 December 2025 3
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 to subsidiary equity (1,182)
Exchange differences (8)
Balance at 31 December 2024 4,168
• The Company had no borrowings during the period or at year
end.
17. Trade and other payables
Group
Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Trade payables 1,613 754 13 98
Accruals and deferred income 10,960 20,595 1,611 688
Other payables 262 465 4 2
Corporation tax 9 38 - -
Other taxation and social security 954 638 692 394
VAT 366 212 - -
Intercompany payables - - 10 56
14,164 22,702 2,330 1,238
18. 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 16
and equity of the Group (comprising issued capital, reserves, retained
earnings and non-controlling interests as disclosed in Note 15 and Note 19).
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.
Analysis of financial instruments
There are no financial assets or liabilities included in the statement of
financial position at fair value.
31 December 2025
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 27 27
Trade receivables 4,703 4,703
Other receivables 9,766 9,766
Cash and cash equivalents 12,355 12,355
26,851 26,851
Financial liabilities not measured at fair value
Borrowings 3 3
Trade, other payables and accruals 10,774 10,774
10,777 10,777
31 December 2024
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 2025
Carrying amount Fair value
Company £'000 £'000
Financial assets not measured at fair value Amounts owed by group undertakings
Other receivables
Cash and cash equivalents
49,519 49,519
25 25
2,600 2,600
52,144 52,144
Financial liabilities not measured at fair value
Trade, other payables and accruals
2,330 2,330
2,330 2,300
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
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
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.
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.
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
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Cash and cash equivalents 12,355 14,874 2,600 3,288
Loans and advances 27 4,857 - -
Amounts owed by group undertakings - - 49,519 58,759
Trade and other receivables 14,469 18,970 24 26
Maximum exposure to credit risk 26,851 38,701 52,143 62,073
Loans and advances:
Collateral held as security
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Fully collateralised Loan-to-value* ratio: Less than 50%
50% to 70%
71% to 80%
81% to 90%
91% to 100% - 1,017 - -
- 611 - -
- 27 - 1,278 - -
1,247 - -
20 - -
27 4,173 - -
Partially collateralised
Collateral value relating to loans over 100% loan-to-value
- - - -
Unsecured lending 27 993 - -
* 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.
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.
2025 2024
Stage 1 Stage 2 Stage 3 Total Total
Risk rating £'000 £'000 £'000 £'000 £'000
Above average (risk rating 1-2) 27 - - 27 1,280
Average (risk rating 3-5) - - - - 3,886
Below average (risk rating 6+) - - - - -
Gross carrying amount 27 - - 27 5,166
Loss allowance - - - - (309)
Carrying amount 27 - - 27 4,857
Gross Carrying Amount Stage 1 Stage 2 Stage 3 Total
£'000 £'000 £'000 £'000
As at 1 January 2025 7,273 - 134 7,407
Transfer to stage 1 - - - -
Transfer to stage 2 - - - -
Transfer to stage 3 - - - -
Net Loans repaid (7,246) - (134) (7,380)
As at 31 December 2025 27 - - 27
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 £10,000
(2024: £500,000).
The contractual amount outstanding on financial assets that were written off
during the reporting period and are still subject to enforcement activity is
£432,000 at 31 December 2025 (2024: £500,000).
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.
Maturity analysis for financial assets and financial liabilities
The following maturity analysis is based on expected gross cash flows.
Carrying Amount Less than 1 month 3 months to
1-3 months 1 year 1-5 years >5 years
As at 31 December 2025 £'000 £'000 £'000 £'000 £'000 £'000
Financial Assets
Cash and cash equivalents
12,355 12,355 - - - -
Trade and other receivables 14,469 5,174 111 6,382 2,802 -
Loans and advances 27 27 - - - -
26,851 17,556 111 6,382 2,802 -
Financial Liabilities
Trade payables, other payables and accruals
10,774 2,341 7,515 917 1 -
Borrowings 3 - 3 - - -
10,777 2,341 7,518 917 1 -
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.
19. 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 75% ownership share of Bandana during the year.
Statement of Financial Position
Bandana
2025 2024
£'000 £'000
Current assets - -
Current liabilities (6,100) (5,556)
Equity attributable to owners of the Company (4,576) (4,022)
Non-controlling interests (1,524) (1,534)
Income Statement
Bandana
2025 2024
£'000 £'000
Revenue - -
Expenses (544) (92)
Loss after tax (544) (92)
Loss after tax attributable to owners of the Company (408) (67)
Loss after tax attributable to the non-controlling interests (136) (25)
Cash Flow Statement
Bandana
2025 2024
£'000 £'000
Net cash from operating activities - -
Net increase in cash and cash equivalents - -
Non-controlling interest
Bandana
2025 2024
£'000 £'000
Balance at 1 January (1,534) (1,509)
Share of loss for the year (136) (25)
Arising from change in non-controlling interest 146 -
Balance at 31 December (1,524) (1,534)
Following additional equity injected into Satago Financial Solutions Limited
("Satago") in September 2025, the Group increased its ownership share of
Satago from 75% to 98%.
Statement of Financial Position
Satago
2025 2024
£'000 £'000
Current assets 7,091 7,756
Non-current assets 574 614
Current liabilities (790) (556)
Equity attributable to owners of the Company 6,722 3,953
Non-controlling interests 153 3,861
Income Statement
Satago
2025 2024
£'000 £'000
Revenue 995 1,470
Expenses (2,434) (5,132)
Loss after tax (1,439) (3,662)
Loss after tax attributable to owners of the Company (1,407) (2,764)
Loss after tax attributable to the non-controlling interests (32) (898)
Cash Flow Statement
Satago
2025 2024
£'000 £'000
Net cash used in operating activities (551) (2,284)
Net cash used in investing activities (324) (209)
Net cash generated from/(used in) financing activities 500 (1,558)
Net decrease in cash and cash equivalents (375) (4,051)
Non-controlling interest
Satago
2025 2024
£'000 £'000
Balance at 1 January 3,861 4,055
Share of loss for the year (32) (898)
Arising from change in non-controlling interest (3,676) (478)
Conversion of loan notes to equity - 1,182
Balance at 31 December 153 3,861
20. Leases
The carrying amounts of the right-of-use assets recognised and the movements
during the period are shown in Note 11. The lease liability and movement
during the period were:
Group £'000
Lease liability recognised at 1 January 2025 271
Lease recognised in the year -
Interest 18
Payments (183)
Balance at 31 December 2025 106
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
21. 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:
2025 2024
Number of shares (#)
At year end 98,661,484 105,961,687
Weighted average 103,351,641 105,902,466
Earnings attributable to ordinary shareholders £'000 £'000
Profit after tax attributable to the owners of TruFin plc 11,640 4,840
Adjusted earnings attributable to ordinary shareholders
Profit after tax attributable to the owners of TruFin plc
11,640 4,840
Share-based payments 798 872
Adjusted1 profit after tax attributable to the owners of TruFin plc 12,438 5,712
Earnings per share Pence Pence
Basic 11.3 4.6
Diluted 10.4 4.2
Adjusted1 12.0 5.4
Adjusted1 EPS excludes share-based payment expense
Diluted EPS includes 8,826,993 share options in TruFin plc (see Note 6 for
details) that have been granted to management and employees of the Group.
22. Related party disclosures
Key management personnel disclosures are provided in Notes 5 and 6.
During the year, Playstack fully impaired its 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 these loans
prior to impairment was
£1,012,000 and at the previous reporting date was £993,000.
23. Events after the Reporting Date
On 23 January 2026, the Company announced the commencement of a new share
buyback programme under which Company is authorised to purchase its own
ordinary shares up to maximum aggregate consideration of £6 million.
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