Final Results for the 12 months ended 31 Dec 2023

TruFin PLC

26 March 2024

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 2023

TruFin is pleased to announce its audited results for the 12 months ended 31 December 2023. 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.

Financial Highlights

· Gross revenue grew 34% to £20.5¹m (2022: £15.3²m) driven by growth across all the subsidiaries

· Gross profit margin grew to 72% (2022: 70%)

· Adjusted EBITDA³ was £(3.0)m (2022: £(5.7) ²m), a 48% year-over-year improvement

· Adjusted Loss Before Tax³ ("LBT") was £(6.1)²m (2022: £8.2m)

· Cash and cash equivalents at year end totalled £10.1m (£6.0m unrestricted)

Company Highlights

· Oxygen Finance Limited ("Oxygen") EBITDA increased 11% to £1.3m (2022: £1.1m)

· Satago Financial Solutions Limited ("Satago") grew revenue by more than 71% to £3.8m (2022: £2.2m) after its platform was chosen to support invoice factoring solutions for Lloyds Bank plc ("Lloyds Bank" or the "Bank") customers

· Playstack Limited ("Playstack") grew revenue by more than 27% to £8.0m (2022: £6.3m) and secured the rights to the Mortal Shell franchise

· Vertus Capital Limited ("Vertus") was disposed of in October 2023 for £3.2m

Current Trading and Prospects

· Group revenue at 29 February 2024 was not less than £5.8m (unaudited), growing 271% compared to same period in 2023. Much of this exceptional growth rate is as a result of the successful launch of Playstack's fastest selling game. Whilst it is still early in the year, this excellent start to 2024 provides a strong platform for the Group

· Oxygen revenue to 29 February 2024 grew 35% when compared to the same period in 2023

· Satago has secured Bank of Ireland as its embedded finance partner in Ireland. This is Satago's first Tier-1 bank outside of the UK and signals significant interest in its platform globally

· Playstack released their fastest selling game on February 20 with more than one million units sold in the first 30 days. Playstack expects to release a further 5 games during 2024

James van den Bergh, TruFin CEO, said:

"The overarching goal of 2023 was to solidify the Group's position in preparation for step changes in growth and profitability in the years ahead; we achieved this objective with growth and consolidation for all of the subsidiaries.

Given the continued consistent performance of Oxygen, managed by Ben Jackson, it is only appropriate to repeat the same phrase we used last year and the year before: Oxygen, yet again, grew its client base, revenues and EBITDA. Shareholders can expect to hear that mantra repeated for many years to come. With more than 87% of the next four year's revenue already contracted, it is clear to me that the attractiveness of Oxygen will rise with every passing year. In addition, there is an exciting pipeline of opportunities for further growth within the existing client base.

Oxygen also completed a planned investment of more than £1.2m in its platform and people and acquired bidstats.uk, the UK's No 1 portal for public sector tendering. The financial benefits of this investment and acquisition is expected to be seen in 2024 and beyond.

Having secured a landmark contract and investment from Lloyds, and signed an embedded finance agreement with Sage, this was a year of growth and consolidation for Satago. Working with such innovative and respected organisations as Lloyds and Sage is a privilege and we look forward to more developments with these partnerships in the coming months. Since the year end, Sinead McHale and her team have secured Bank of Ireland as their first Tier-1 Bank outside the UK. The list of blue-chip organisations that are looking to onboard Satago's platform continues to grow.

Playstack optimised its operations over the year to focus on what the business is great at - sourcing and publishing PC and console games. With a growing back book, soon expected to reach more than 50% of revenues, and multiple new game releases secured, Playstack is now a diversified and run-rate profitable business with a repeatable and scalable business model. Securing the Mortal Shell franchise was also a welcome milestone - made possible by our exceptional shareholder base.

The successful launch of Balatro this February deserves a mention - to sell one million units in less than 30 days is an incredible achievement. For TruFin, the important thing to note is that Balatro pushes Playstack's PC and console publishing business' "hit ratio" (success: failure ratio) to >95%. This bodes well for the future.

2024 will be an exciting year and I look forward to updating shareholders as to progress in the coming months."

Notes

¹ Includes revenues for Vertus until its disposal from the Group on 4 October 2023. Revenue per the statutory accounts P&L only reflects revenues for continuing operations at £18.1m (2022: £13.9m).

² Adjusted as if Vertus sold on the corresponding date in 2022 i.e. 4 October

³ Includes performance for Vertus until its disposal from the Group on 4 October 2023, and adjusted to remove share-based payment charges implemented during 2023

Enquiries:

TruFin plc James van den Bergh, Chief Executive Officer Kam Bansil, Investor Relations	0203 743 1340 07779 229508
Liberum Capital Limited (Nominated Adviser and Corporate broker) Chris Clarke Edward Thomas	0203 100 2000

About TruFin plc:

TruFin plc is the holding company of an operating group comprising four growth-focused technology businesses operating in niche markets: early payment provision, invoice finance, IFA 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

I am pleased to present TruFin's Annual Report and Accounts for 2023. I am equally pleased to report that the past 12 months have seen all of our businesses continue to deliver strong performances in the face of persisting macroeconomic challenges.

Though the inflationary pressures that have marked the post-pandemic era are easing, monetary policy remains tight and central banks' next moves are hard to predict. Geopolitical uncertainty on multiple fronts, from the conflicts in Ukraine and Gaza to the upcoming US and UK elections, continues to build and impact the financial and economic outlook. We are not out of the woods yet.

Despite this, TruFin delivered on its objectives during 2023 and is well positioned for the year ahead. During the year the Group realised £3.2m from the sale of Vertus, whilst all three remaining investments posted double digit revenue growth. As a result, Group revenues were up by almost a third on the previous year. Such achievements are testament to the skill and resilience of our people and the strength of their visions.

In a year of considerable progress, two key milestones at the Group level stand out. In June the management completed a heavily oversubscribed fundraising, strengthening the Group balance sheet and allowing further investment into Playstack's growing portfolio of game releases. The disposal of Vertus in October was also a significant moment in TruFin's strategic development, enabling management to focus on maximising-value in its three remaining businesses.

In addition, there has been a determined focus on growing recurring revenues - software and licensing fee sales and game royalties - across the board. Looking ahead, this augurs well for predictability of future income, Group profitability, and shareholder value alike.

It is especially pleasing to note that Playstack achieved its major goal for the year of achieving EBITDA profitability for the first time. It looks set for more of the same in 2024 thanks to its recent run of critically acclaimed game releases. It is also gratifying that Satago and Oxygen both performed in line with expectations, continuing their operational and financial progress.

Such consistent positive momentum speaks to the success of the Group's strategy and marks a maturing of the business. Notably, the Group beat market expectations by significantly reducing EBITDA loss in 2023. We enter 2024 financially strong and on a clear path to future profitability. This continued upward trajectory is remarkable given the challenges of operating amid ongoing global instability and is a clear demonstration that TruFin possesses the resilience to prosper, despite the global headwinds.

It remains only for me to thank all our staff for their commitment and hard work, as well as our shareholders for their continued support.

Steve Baldwin

Chair

CEO's Review

TruFin made significant progress in 2023.

Undeterred by the unfavourable macroeconomic and corporate climate, our market-leading businesses have once again prospered, all recording double digit growth and laying the foundations for meaningful growth in the years ahead.

As ever, Group support has been key to ensuring the ongoing success of TruFin's subsidiaries, particularly in such a challenging environment. The £7.6m fundraising in June 2023 and the £3.2m sale of Vertus in October 2023 have enabled the Group to continue to invest in its three remaining businesses and solidify their market positions.

Moreover, the Vertus deal marks another step in executing the Group's strategy - to focus our assets on recurring and predictable sources of income in order to deliver significant value to our shareholders.

2023 Group performance

Mirroring the strong performance of our subsidiaries, Group revenue increased 31% year-on-year to £18.1m. Of this, 92% was from recurring software sales and licensing fees evidencing the continued success of TruFin's strategic pivot towards predictable and repeatable revenue sources.

Key growth drivers during the period included 71% growth in revenues in Satago which more than doubled its paid subscribers (to 967) and deepened its ties with major partner Lloyds Bank as it began successfully migrating the Bank's existing customers onto its platform. Meanwhile Oxygen's core Early Payment business grew by 26% year-on-year, generating 65% of the subsidiary's total revenue. Playstack's revenues grew 27% on the back of an ever increasingly diversified portfolio of games. With three critically acclaimed releases during the year and a significant increase in its revenue-generating back catalogue - anticipated to contribute a meaningful proportion of 2024 revenues - Playstack is in an enviable position.

At year end the Group had a cash balance of £10.1m (including cash of £4.1m in Satago which is not 100% owned). As such, unrestricted cash is no less than £6.0m and the Group is fully funded to profitability.

Current trading and prospects

TruFin has had a strong start to the year with Group revenues for January and February expected to be not less than £5.8m; a 271% increase over the same period in 2023. Playstack's latest game launch, Balatro, has contributed to much of this growth. It is important to note that this pace of growth is not expected to continue throughout the year.

As always, growth, profitability and value crystallisation remain integral to TruFin's purpose and vision. Following the strong start in 2024, the Group's vision is even more tangible.

Outlook

If 2023 was the year of double-digit growth across the Group, 2024 is set to be the year of both further growth and improving profitability.

Whilst mindful of the unsettled global political and economic picture, TruFin's steady yet ambitious stewardship of its subsidiaries in pursuit of shareholder value will continue. Targeted investment in all three businesses during the last 12 months is expected to produce scaled revenues and accelerate profitability. Ultimately this will result in significant shareholder returns.

As we enter 2024 our businesses are well positioned for the years ahead, with two of the three now EBITDA profitable and the third poised to follow. Oxygen is set to consolidate its market dominance having invested heavily in its platform and people in 2023 as well as acquiring and successfully integrating bidstats.uk. With significant interest in its digitised proposition from both UK and overseas banks, Satago is ready to replicate the success of its flagship relationship with Lloyds Bank as well as capitalise further on its high-performing Lending-as-a-Service and Embedded Finance subscription services.

Meanwhile Playstack, fresh from achieving its 2023 aim of EBITDA profitability, is close to concluding several major platform deals and will continue to focus relentlessly on its core strengths of sourcing and publishing video games. Its first release in 2024, the poker game Balatro, achieved profitability within an hour, earning it the accolade of Playstack's fastest selling game.

Each of these achievements is underpinned by our ongoing investment in building lasting relationships with our customers and partners and delivering services tailored to their needs. Each one takes us ever closer to our ultimate goal of rewarding shareholders with significant value-creating transactions.

On behalf of the Board, our staff, partners and stakeholders I would like to extend my thanks to our shareholders for continuing to stand behind TruFin, despite the headwinds we collectively face. We are buoyed by the progress made in 2023 and looking forward to compounding these gains by pursuing our objectives with optimism and determination in 2024.

James van den Bergh

Chief Executive Officer

OXYGEN REVIEW

2023 performance

Oxygen delivered revenues of £6.2m, up 16% (2022: £5.3m), with the increase driven by strong performance across all principal revenue streams. Such is Oxygen's confidence in the future, a £1.2m investment was made during the year, and staff numbers increased by 15 to 72 to accelerate revenues in 2024 on beyond. In addition Oxygen was able to acquire and integrate bidstats.uk and make a dividend payment to the Group of £0.5m, twice Oxygen's maiden dividend of £0.25m in 2022.

New business continued to progress well, with Oxygen still dominating the local government market. Combined trade-spending by Oxygen's Early Payment Programme clients increased by £2.8bn, to a record of £26.8bn. Oxygen's SaaS product portfolio also expanded, with new products creating incremental revenue. Over 50% of Oxygen's local authority Early Payment Programme clients also committed to at least one Oxygen SaaS subscription, up from 27% in 2022.

The average Early Payment Programme client tenure, a measure of customer loyalty and Oxygen's success in renewing contracts, reached 7.1 years at the end of 2023 (2022: 6.6 years), adding additional resilience to Oxygen's recurring revenue streams.

Early Payment Programme clients committed £1.3bn in spending to more than 4,900 suppliers during 2023 (2022: £1.1bn). New spend added during the year hit a record £385m (2022: £330m), 16% higher than the prior year.

Oxygen's position as a financial technology company delivering social value strengthened significantly. Throughout 2023 more than 15,000 small businesses within Oxygen clients' local communities received over £0.6bn in early payments - at no cost to the supplier. Oxygen made its Carbon Reporting tool freely available to the public sector to support the reduction of Scope 3 emissions and the consequential carbon impact.

Current trading and prospects

Indications from initial trading in 2024 are strong with double digit growth for recurring revenue streams continuing. Encouragingly, during 2023 circa £1.5bn was issued for tender with early payment (EP) terms included by our clients, an increase of 35% on the previous year which bodes well for supplier participation in 2024. EP revenue in January was up 40% on 2023 YoY.

Continued economic volatility and higher interest rates make Oxygen's EP solution increasingly attractive. Similarly, business development opportunities made available through the 60,000 monthly visitors to bidstats.uk will support SaaS growth in 2023.

Interest from new early payment clients is strong, with more opportunities in the pipeline than ever before.

SATAGO REVIEW

2023 performance

During 2023, revenue increased more than 70% to £3.8m (2022: £2.2m).

2023 was a year of consolidation and growth for Satago. Importantly, Lloyds Bank began migrating existing factoring clients onto Satago's proprietary platform in H2 2023. Following this successful test phase, a material portion of existing Bank clients are expected to migrate during 2024.

The next phase of the Satago platform was also successfully delivered during 2023, allowing the onboarding of the first 'new to Bank' customer.

Delivering Lending as a Service ("LaaS") and Embedded Finance solutions for existing clients remains Satago's top priority. Looking ahead, the hard work carried out over the last five years has ensured the platform is ready to be leveraged by other partners - giving 10s of thousands of SMEs access to all the benefits of the Satago platform in the coming years. Satago's partners and pipeline are testament to the exciting future ahead.

Satago's subscription packages performed strongly in 2023, with the number of paying subscribers more than doubling to 967 (2022: 430). Significant subscriber growth is expected to continue in 2024 and beyond. The platform's credit control and risk insights tools in particular are proving transformational to customers.

Current trading and prospects

Early 2024 has focused on product delivery for the Bank and the next phase of client wins. Meanwhile, the deep strategic relationship with Sage, the global leader in accounting software, will allow Satago to extend its core offerings of credit control and risk insights to SMEs globally.

Satago has a growing pipeline of LaaS and Embedded Finance customers in the UK and Europe with a number of significant partnerships expected to launch throughout the year.

PLAYSTACK REVIEW

2023 performance

During the year, Playstack focused on scaling into a profitable and sustainable business, achieving full-year EBITDA profitability aided in part by an increasingly strong portfolio of games that reduced dependencies on the success of a single title. In 2023, over 85% of Playstack revenue was derived from six front-line titles; compared to four games in 2022 and one game in 2021.

The future line-up of games continues to be extremely strong, largely due to the effectiveness of 'Magnitude', Playstack's proprietary sourcing toolset which assessed over 11,000 games during the year (up 275% compared to 2023) and continues to discover more than 80% of Playstack's pipeline - with multiple games now secured for 2024 and 2025 as a result of the technology.

Playstack's game studio subsidiary, Magic Fuel Games Inc, successfully launched Cityscapes: Sim Builder as an exclusive release on Apple Arcade. The game was subsequently nominated for Best Game on Apple Arcade in 2023, and frequently features in the top-20 games on the service.

Playstack launched two further titles during 2023: AK‑Xolotl and The Last Faith, and two expansion packs for The Case of the Golden Idol, reinforcing Playstack's focus on broadening its portfolio of franchises and increasing long-term performance potential through reinvesting in successful games after release. During the year Playstack secured two new technology partner contracts, each bringing an additional revenue stream to the business over multiple years and providing long-term predictability.

Current trading and prospects

Playstack's publishing portfolio is the centre of its 2024 strategy, with regular planned updates to existing games and a minimum of five new games for release across the year, including two games to be released in partnership with platforms. The first new release of 2024, Balatro, quickly exceeded all expectations, reaching game profitably in one hour and surpassing one million units sold within a month. With the 2024 line-up already secured, the game discovery focus has turned to 2025 and 2026 to ensure an increasingly strong pipeline of titles for the years ahead.

Back-book games remain a key component of future revenue modelling, with a minimum of 40% of 2024 revenues forecast to be derived from games introduced to market in 2022 and 2023.

Playstack continues to assert its position as a leader in the games industry, and is navigating well-publicised industry challenges through carefully curated and selected games, a focus on cost management, and sustainable profitability.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

	Notes	2023 £'000	2022 £'000
Interest income	3	1,470	405
Fee income	3	9,348	7,138
Publishing income	3	7,313	6,317
Gross revenue	3	18,131	13,860
Interest, fee and publishing expenses		(5,027)	(4,207)
Net revenue		13,104	9,653
Staff costs	5	(12.558)	(11,641)
Other operating expenses		(5,850)	(4,616)
Depreciation & amortisation		(1,922)	(1,529)
Net impairment on ﬁnancial assets	7	(109)	(50)
Share of (loss)/proﬁt from associates		(4)	1
Loss before tax		(7,339)	(8,182)
Taxation	2, 9	962	1,267
Loss from continuing operations		(6,377)	(6,915)
(Loss)/proﬁt from discontinued operations	10	(963)	109
Loss for the year		(7,340)	(6,806)
Other comprehensive income
Items that may be reclassiﬁed subsequently to proﬁt and loss
Exchange differences on translating foreign operations		126	(65)
Other comprehensive income for the year, net of tax		126	(65)
Total comprehensive loss for the year		(7,214)	(6,871)
Loss for the year attributable to the owners of: TruFin plc
TruFin plc		(6,472)	(6,637)
Non-controlling interests		(868)	(169)
		(7,340)	(6,806)
Total comprehensive loss for the year attributable to the owners of:
TruFin plc		(6,350)	(6,704)
Non-controlling interests		(864)	(167)
		(7,214)	(6,871)
Total comprehensive (loss)/proﬁt for the year attributable to Owners of TruFin plc from
Continuing operations		(5,190)	(6,744)
Discontinued operations		(1,160)	40
		(6,350)	(6,704)

Earnings per Share
	Notes	2023 pence	2022 pence
Basic and diluted EPS	22	(6.5)	(7.3)
Basic and diluted EPS from continuing operations		(5.3)	(7.4)

COMPANY STATEMENT OF COMPREHENSIVE INCOME


	Notes	2023 £'000	2022 £'000
Revenue	3	1,765	2,293

Staff costs	5	(2,106)	(1,673)
Other operating expenses		(633)	(660)
Depreciation & amortisation		(2)	(2)
Loss before tax		(976)	(42)

Taxation	9	-	-
Loss and total comprehensive income for the year		(976)	(42)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

	Notes	2023 £'000		2022 £'000
Assets
Non-current assets
Intangible assets	11	25,417		24,411
Property, plant and equipment	12	275		345
Deferred tax asse	9	250		250
Loans and advances	14	-		15,016
Total non-current assets		25,942		40,022
Current assets
Cash and cash equivalents		10,140		10,273
Loans and advances	14	7,234		9,145
Interest in associate		-		4
Trade receivables	15	2,385		2,149
Other receivables	15	4,975		3,899
Total current assets		24,734		25,470
Total assets		50,676		65,492
Equity and liabilities
Equity
Issued share capital	16	96,311		85,706
Retained earnings		(31,017)		(24,884)
Foreign exchange reserve		59		(63)
Other reserves		(29,798)		(26,531)
Equity attributable to owners of the company		35,555		34,228
Non-controlling interest	20	2,385		5,876
Total equity		37,940		40,104
Liabilities
Non-current liabilities
Borrowings	17	1,047		16,764
Total non-current liabilities		1,047	16,764
Current liabilities
Borrowings	17	6,157	1,783
Trade and other payables	18	5,532	6.841
Total current liabilities		11,689	8,624
Total liabilities		12,736	25,388
Total equity and liabilities		50,676	65,492

COMPANY STATEMENT OF FINANCIAL POSITION

	Notes	2023 £'000	2022 £'000
Assets
Non-current assets
Property, plant and equipment		2	4
Investments in subsidiaries	13	30,189	30,189
Amounts owed by group undertakings		59,089	54,835
Total non-current assets		89,280	85,028
Current assets
Cash and cash equivalents		4,723	2,260
Trade and other receivables	15	161	138
Total current assets		4,884	2,398
Total assets		94,164	87,426
Equity and liabilities
Equity
Issued share capital	16	96,311	85,706
Retained earnings		(6,679)	(6,042)
Other reserves		3,798	6,828
Total equity		93,430	86,492
Liabilities
Current liabilities
Trade and other payables	18	734	934
Total current liabilities		734	934
Total liabilities		734	934
Total equity and liabilities		94,164	87,426

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Retained

Foreign

exchange

Other

Non-

controlling

Total

capital

earnings

reserve

reserves

Total

interest

equity

£'000

Balance at 1 January 2023	85,706	(24,884)	(63)	(26,531)	34,228	5,876	40,104
Loss for the year from continuing
operations	-	(5,312)	-	-	(5,312)	(1,065)	(6,377)
Other comprehensive income for the year	-	-	122	-	122	4	126
Loss from discontinued operations	-	(1,160)	-	-	(1,160)	197	(963)
Total comprehensive loss for the year	-	(6,472)	122	-	(6,350)	(864)	(7,214)
Issuance of shares	10,605	(427)	-	(3,030)	7,148	-	7,148
Share based payment	-	766	-	-	766	-	766
Disposal of subsidiary	-	-	-	-	-	(2,620)	(2,620)
Purchase of subsidiary shares	-	-	-	(237)	(237)	(7)	(244)
Balance at 31 December 2023	96,311	(31,017)	59	(29,798)	35,555	2,385	37,940

Balance at 1 January 2022	73,548	(17,731)	4	(24,393)	31,428	1,023	32,451
Loss for the year	-	(6,637)	-	-	(6,637)	(169)	(6,806)
Other comprehensive income for the year	-	-	(67)	-	(67)	2	(65)
Total comprehensive loss for the year	-	(6,637)	(67)	-	(6,704)	(167)	(6,871)
Issuance of shares	12,158	(496)	-	(2,138)	9,524	-	9,524
Issuance of shares by subsidiary	-	(20)	-	-	(20)	5,020	5,000
Balance at 31 December 2022	85,706	(24,884)	(63)	(26,531)	34,228	5,876	40,104

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.

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 2023 it was a debit balance of £33,358,000 (2022: £33,358,000).

The share revaluation reserve arose from the share cancellation that took place in February 2018. As at 31 December 2023 its balance was £8,966,000 (2022: £8,966,000).

Shares issued at a discount arose from the share issuances that took place in April 2022 and July 2023. As at 31 December 2023 its balance was £5,168,000 (2021: £2,138,000). See Note 16 for further information.

Non-Controlling Interest

The non-controlling interest relates to the minority interest held in Bandana Media Limited, Playstack OY, Vertus Capital Limited, Vertus SPV1 Limited, Satago Financial Solutions Limited, Satago SPV1 Limited, Satago SPV2 Limited and Satago z.o.o.

COMPANY STATEMENT OF CHANGES IN EQUITY

Share capital

Retained

earnings Other reserves

Total equity

£'000

£'000 £'000

£'000

Balance at 1 January 2023	85,706	(6,042)	6,828	86,492
Total comprehensive loss for the year	-	(976)	-	(976)
Issuance of shares	10,605	(427)	(3,030)	7,148
Share based payment	-	766	-	766
Balance at 31 December 2023	96,311	(6,679)	3,798	93,430

Balance at 1 January 2022	73,548	(5,504)	8,966	77,010
Total comprehensive loss for the year	-	(42)	-	(42)
Issuance of shares	12,158	(496)	(2,138)	9,524
Balance at 31 December 2022	85,706	(6,042)	6,828	86,492
The notes on pages 50 to 89 are an integral part of these ﬁnancial statements.

CONSOLIDATED STATEMENT OF CASH FLOWS

	Notes	2023 £'000	2022 £'000
Cash ﬂows from operating activities
Loss before tax
Continuing operations		(7,339)	(8,182)
Discontinued operations		(963)	162
Adjustments for
Depreciation of property, plant and equipment		107	104
Amortisation of intangible assets		2,893	2,314
Share based payments		766	-
Finance costs		569	175
Share of loss/(proﬁt) from associate		4	(1)
Loss on disposal of subsidiary		1,358	-
Underlying trading proﬁt from discontinued operations		(396)	(162)
		(3,001)	(5,590)
Working capital adjustments
Movement in loans and advances		(4,491)	(2,181)
Increase in trade and other receivables		(1,398)	(32)
Increase/(decrease) in trade and other payables		390	(88)
Net payables on acquisition of subsidiary		-	(67)
		(5,499)	(2,368)
Tax credit received		768	668
Interest and ﬁnance costs		(416)	(162)
Net cash used in operating activities from continuing operations		(8,148)	(7,452)
Cash ﬂows from investing activities:
Additions to intangible assets		(5,452)	(3,085)
Additions to property, plant and equipment		(42)	(107)
Acquisition of subsidiaries		(1,421)	(1,217)
Disposal of subsidiary		3,147	-
Cash on acquisition of subsidiary		-	19
Cash in subsidiary on disposal		(938)	-
Net cash used in investing activities from continuing operations		(4,706)	(4,390)
Cash ﬂows from ﬁnancing activities:
Issue of ordinary share capital		7,148	9,524
Issue of ordinary share capital of subsidiary		-	5,000
Net borrowings	17	5,393	(55)
Lease payments		(81)	(28)
Net cash generated from ﬁnancing activities from continuing operations		12,460	14,441
Net (decrease)/increase in cash and cash equivalents from continuing operations		(394)	2,599
Net cash from discontinued operations		199	56
Cash and cash equivalents at beginning of the year		10,273	7,608
Effect of foreign exchange rate changes		62	10
Cash and cash equivalents at end of the year		10,140	10,273

COMPANY STATEMENT OF CASH FLOWS

	2023 £'000	2022 £'000
Cash ﬂows from operating activities
Loss before income tax	(976)	(42)
Adjustments for:
Depreciation of property, plant and equipment	2	2
Interest income	(1,657)	(2,166)
Share based payments	766	-
Working capital adjustments	(1,865)	(2,206)
(Increase)/decrease in trade and other receivables	(22)	6
Decrease in trade and other payables	(200)	(94)
	(222)	(88)
Interest received	117	-
Net cash used in operating activities	(1,970)	(2,294)
Cash ﬂows from investing activities
Intragroup loans cash advanced	(6,156)	(5,750)
Intragroup loans cash received	3,442	-
Additions to property, plant and equipment	-	(6)
Net cash generated used in investing activities	(2,714)	(5,756)
Cash ﬂows from ﬁnancing activities Issue of ordinary share capital	7,147	9,524
Net cash generated from ﬁnancing activities	7,147	9,524
Net increase in cash and cash equivalents	2,463	1,474
Cash and cash equivalents at beginning of the year	2,260	786
Cash and cash equivalents at end of the year	4,723	2,260

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 51-52.

The principal activities of the Group are the provision of niche lending, early payment services and game publishing.

The ﬁnancial statements are presented in Pounds Sterling, which is the currency of the primary economic environment in which the Group operates. Amounts are rounded to the nearest thousand.

Basis of accounting

The consolidated ﬁnancial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS").

Prior to 29 November 2017 and before the incorporation of TruFin plc and TruFin Holdings, the entities named above were under common control and therefore, have been accounted for as a common control transaction -that is a business combination in which all the combining entities or businesses are ultimately controlled by the same company both before and after the combination. IFRS 3 provides no speciﬁc guidance on accounting for entities under common control and therefore other relevant standards have been considered. These standards refer to pooling of assets and merger accounting and this is the methodology that has been used to consolidate the Group.

After 29 December 2017, post the reorganisation, the entities constitute a legal group and accordingly the consolidated ﬁnancial statements have been prepared by applying relevant principles underlying the consolidation procedures of IFRS.

Basis of preparation

The results of the Group companies have been included in the consolidated statement of comprehensive income. Where necessary, adjustments have been made to the underlying ﬁnancial information of the companies to bring the accounting policies used into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.

The consolidated ﬁnancial statements contained in this document consolidates the statements of total comprehensive income, statements of ﬁnancial position, cash ﬂow statements, statements of changes in equity and related notes for each of the companies listed in the "Basis of consolidation" on pages 51-52, which have been prepared in accordance with IFRS.

Non-controlling interests, presented as part of equity, represent the portion of a subsidiary's proﬁt or loss and net assets that is not held by the Group. The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests based on their respective ownership interests.

Basis of consolidation

The consolidated ﬁnancial statements include all of the companies controlled by the Group, which are as follows:

Entities	Country of incorporation	Registered address	Nature of the business	% voting rights and shares held
		26 New Street, St Helier,
TruFin Holdings Limited ("THL")	Jersey	Jersey JE2 3RA	Holding Company	100% of ordinary shares
Satago Financial Solutions Limited
("Satago") (together with Satago		120 Regent Street,
SPV 1, Satago SPV 2 and Satago		London, United Kingdom,	Provision of short term
Poland) ("Satago Group")	UK	W1B 5FE	ﬁnance	72% of ordinary shares*
		120 Regent Street,
		London, United Kingdom,	Provision of short term
Satago SPV 1 Limited ("Satago SPV 1")	UK	W1B 5FE	ﬁnance	72% of ordinary shares*
		120 Regent Street,
		London, United Kingdom,	Provision of short term
Satago SPV 2 Limited ("Satago SPV 2")	UK	W1B 5FE	ﬁnance	72% of ordinary shares*
		32-023 Krakow ul. Sw.	Provision of short term
Satago z.o.o (Satago Poland)	Poland	Krzyza 19/6 Poland	ﬁnance	72% of ordinary shares*
		1st Floor Enterprise House,
Oxygen Finance Group Limited ("OFGL")		115 Edmund Street,
(together with OFL, BPL and OFAI)		Birmingham, United
("Oxygen")	UK	Kingdom, B3 2HJ	Holding Company	85% 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	85% of ordinary shares**
		1st Floor Enterprise House,
		115 Edmund Street,
		Birmingham, United
Birmingham Procurement Limited ("BPL")	UK	Kingdom, B3 2HJ	Not trading	85% of ordinary shares**
		Corporation Trust Center,
		1209 Orange Street, City
		of Wilmington, County
		of New Castle, Delaware	Provision of early
Oxygen Finance Americas, Inc ("OFAI")	USA	19801, USA	payment services	85% of ordinary shares**
		120 Regent Street,
		London, United Kingdom,	Provision of technology
TruFin Software Limited ("TSL")	UK	W1B 5FE	services	100% of ordinary shares
		120 Regent Street,
		London, United Kingdom,	Provision of short term
AltLending UK Limited ("AltLending")	UK	W1B 5FE	ﬁnance	100% of ordinary shares
		56a Poland Street,
		London, United Kingdom,	Publishing of computer
Playstack Limited ("Playstack")***	UK	W1F 7NN	games	100% of ordinary shares
		56a Poland Street,
		London, United Kingdom,	Publishing of computer
Bandana Media Limited ("Bandana")***	UK	W1F 7NN	games	72% of ordinary shares
		56a Poland Street,
		London, United Kingdom,	Business and domestic
PlayIgnite Ltd ("PlayIgnite")***	UK	W1F 7NN	software developer	100% of ordinary shares
			Publishing activities in
		Kamienna 21, 31-403	the ﬁeld of computer
Playstack z.o.o ("PS Poland")***	Poland	Krakow, Poland	games	100% of ordinary shares
			Publishing activities in
		Mikonkatu 17 B, 00100	the ﬁeld of computer
Playstack OY ("PS Finland")***	Finland	Helsinki, Finland	games	75% of ordinary shares

Entities	Country of incorporation	Registered address	Nature of the business	% voting rights and shares held
			Developing, publishing
		Solbergavägen 17, 17998	and selling electronic
Playstack AB ("PS Sweden")***	Sweden	Färentuna, Sweden	games	100% of ordinary shares
		Gust Delaware, 16192
		Coastal Hwy, Lewes,	Publishing of computer
Playstack Inc ("Playstack USA")***	USA	DE 19958	games	100% of ordinary shares
		Cogency Global Inc, 850
		New Burton Road, Suite	Business and domestic
PlayIgnite Inc ("PlayIgnite USA")***	USA	201, Dover DE 19904	software developer	100% of ordinary shares
		5424 Sunol Blvd Ste 10
		PMB 1021, Pleasanton, CA
Magic Fuel Inc ("Magic Fuel")	USA	94566-7705	Game developer	100% of ordinary shares

* See Note 20 for the Group's effective economic ownership of the Satago Group.

** Nominal ownership of these companies is 85% 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 two associate companies incorporated in the UK which have been accounted for using the equity method. These are:

· A 27% interest in Storm Chaser Games Limited ("Storm Chaser Games")

· A 49% interest in Snackbox Games Ltd

The Playstack Group included one associate company incorporated in the UK which was dissolved in the year

· A 42% interest in Military Games International Limited (dissolved on 18 April 2023)

The Playstack Group disposed of its 49% interest in PlayFinder Games Ltd, an associate company incorporated in the UK

On 4 October 2023, the Group disposed of its 54% ownership of Vertus Capital Limited and Vertus SPV Limited (together "Vertus"). The results for Vertus up to its disposal have been included within Discontinued operations, with comparatives restated accordingly.

Principal accounting policies

The principal accounting policies adopted in the preparation of the ﬁnancial statements are set out below. These policies have been applied consistently to all the ﬁnancial periods presented.

The consolidated ﬁnancial statements have been prepared in accordance with European Union Endorsed International Financial Reporting Standards (IFRSs) and the IFRS Interpretations Committee (formerly the International Financial Reporting Interpretations Committee (IFRIC)) interpretations. These statements have been prepared on a going concern basis and under the historical cost convention except for the treatment of certain ﬁnancial instruments.

Going concern

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 June 2025. 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 directors are also mindful of the impact that the other risks and uncertainties set out on page 31 may have on these estimates and have considered several scenarios based on revenue, cost and funding sensitivities. As a consequence, the Directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future. 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, implementation fees, consultancy fees and subscription fees.

Payment services provided by Oxygen comprises the following elements:

Early Payment Programme Services ("EPPS") contracts

Oxygen's EPPS generate rebates (ie discounts on invoice value) for its clients by facilitating the early payment of supplier invoices. Oxygen's single performance obligation is to make its intellectual property and software platform available to its clients for the duration of their contracts.

Oxygen bills its clients monthly for a contractually agreed share of supplier rebates generated by their respective Early Payment Programmes during the previous month. This revenue is recognised in the month the rebates are generated.

Implementation fees

Oxygen Implementation fees

Implementation fees are charged to some clients in establishing a client's technological access to the EPPS and in otherwise readying a client to beneﬁt from the Services. Establishing access to the company's intellectual property and software platform does not amount to a distinct service as the client cannot beneﬁt from the initial access except by the company continuing to provide access for the contract period. Where an implementation fee is charged, it is therefore a component of the aggregate transaction price of the EPPS. Accordingly, such revenue is initially deferred and then recognised in the statement of comprehensive income over the life of the related EPPS.

Satago Implementation fees

Implementation fees are in line with contractual agreements and relate to Lending as a Service projects.

Consultancy fees

Oxygen provides stand-alone advisory services to clients. Revenue is accrued as the underlying services are provided to the client. Playstack earns revenue where one or more people are billed directly to a client for the provision of services.

Subscription fees

Insight services subscription fees

The Insight Services offered by OFL provide focussed public sector procurement data and analytics on a subscription basis. Clients cover both the private sector, enabling them to improve and develop their engagement with the public sector, and public sector organisations, enabling them to make more informed procurement decisions. Subscriptions are typically received in advance and recognised over the length of the contract as access to the database is provided.

Satago subscription fees

These are monthly fees for access to Satago's platform. Subscriptions are received in advance and recognised during the month the subscription relates to.

Fee expenses

Fee expenses are directly attributable costs, associated with the Oxygen's EPPS. The expenses include amortisation arising from capitalised contract costs incurred directly through activities which generate fee income. Amortisation arising from other intangible assets is recognised in depreciation and amortisation.

Publishing income

Publishing income for the Group is earned by companies in the Playstack Group and comprises the following elements. Publishing income is recognised at the fair value of consideration received or receivable for goods and services provided and is shown net of VAT and any other sales taxes. The fair value takes into account any trade or volume discounts and commission retained.

In App Purchases (IAP) revenue

IAP revenue is earned on the sale of mobile games and features within those games. It is recognised when the game or feature is sold.

Advertising revenue

Advertising revenue is earnings from featuring third party advertising within mobile games. It is recognised when these advertisements are featured within the games.

Console and Platform revenue

Console revenue is earned on the sale of video games for consoles. It is recognised when the game is sold. Platform revenue is earned through partnership directly with hardware platform holders in return for exclusive access to one or more games on their service.

Revenue is recognised either on the completion of agreed milestones, across the term of the agreement for live-managed games, or a combination of the two.

Brand revenue

Brand revenue is when a mobile game player signs up to an advertised brand in a mobile game. Revenue is recognised when the brand has conﬁrmed acquisition of the customer.

Publishing expenses

Publishing expenses are directly attributable costs, associated with the Playstack Group's publishing income. These costs are included at their invoiced value and are net of VAT and any other sales tax.

Foreign currencies

The results and ﬁnancial position of each Group company are expressed in Pounds Sterling, which is the functional currency of the UK based members of the Group and the presentation currency for the consolidated ﬁnancial statements.

Transactions in foreign currencies are translated to the Group companies' functional currency at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Foreign exchange differences arising on translation are recognised in the consolidated statement of comprehensive income.

In preparing the consolidated ﬁnancial statements, the assets and liabilities of the Group's foreign operations are translated at the exchange rate at the reporting date. Income and expense items are translated at the average exchange rates for the year. Exchange differences arising, are recognised in other comprehensive income and are accumulated in the Foreign exchange reserve equity section.

Property, plant and equipment

All property, plant and equipment is stated at historical cost (or deemed historical cost) less accumulated depreciation and less any identiﬁed impairment. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use.

Depreciation is provided on all property, plant and equipment at rates calculated to write each asset down to its estimated residual value on a straight line basis at the following annual rates:

Leasehold improvements	-	5 years
Fixtures and ﬁttings	-	3 years
Computer equipment	-	3 -5 years

Useful economic lives and estimated residual values are reviewed annually and adjusted as appropriate.

Intangible assets

Identiﬁable intangible assets are recognised when the Group controls the asset, it is probable that future economic beneﬁts attributed to the asset will ﬂow to the Group and the cost of the asset can be reliably measured.

Intangible assets with ﬁnite lives are stated at acquisition or development cost less accumulated amortisation and less any identiﬁed impairment. The amortisation period and method is reviewed at least annually. Changes in the expected useful life or the expected pattern of consumption of future economic beneﬁts embodied in the asset are accounted for by changing the amortisation period or method, as appropriate and are treated as changes in accounting estimates.

Computer software

Computer software which has been purchased by the Group from third party vendors is measured at initial cost less accumulated amortisation and less accumulated impairments.

Computer software also comprises internally developed platforms and the costs directly associated with the production of these identiﬁable and unique software products controlled by the Group. They are probable of producing future economic beneﬁts. They primarily include employee costs and directly attributable overheads.

Internally generated intangible assets are only recognised by the Group when the recognition criteria have been met in accordance with IAS 38: Intangible Assets as follows:

· expenditure can be reliably measured

· the product or process is technically and commercially feasible

· future economic beneﬁts are likely to be received

· intention and ability to complete the development, and

· view to either use or sell the asset in the future.

The Group will only recognise an internally-generated asset should it meet all the above criteria. In the event of a development not meeting the criteria it will be recognised within the statement of proﬁt or loss in the period incurred.

Capitalised costs include all directly attributable costs to the development of the asset. Internally generated assets are measured at capitalised cost less accumulated amortisation less accumulated impairment losses. The internally generated asset is amortised at the point the asset is available for use or sale. The asset is amortised on a straight-line basis over the useful economic life with the remaining useful economic life and residual value being assessed annually.

Any subsequent expenditure on the internally generated asset is only capitalised if the cost increases the future economic beneﬁts of the related asset. Otherwise all additional expenditure should be recognised through the statement of proﬁt or loss in the period it occurs.

Contract assets

Contract assets comprise the directly attributable costs incurred at the beginning of an Early Payment Scheme Service contract to revise a client's existing payment systems and provide access to the Group's software and other intellectual property. These implementation (or "set up") costs are comprised primarily of employee costs.

Amortisation is charged to the statement of comprehensive income over the estimated useful lives of intangible assets from the date they are available for use, on a straight-line basis. The amortisation basis adopted for each class of intangible asset reﬂects the Group's consumption of the economic beneﬁt from that asset.

Estimated useful lives

The estimated useful lives of ﬁnite intangible assets are as follows:

Computer software	-	3 -5 years
Contract assets	-	Life of underlying contract (typically 5 years)

Goodwill

Goodwill arising on acquisition represents the excess cost of a business combination over the fair values of the Group's share of the identiﬁable assets and liabilities at the date of the acquisition. When part of the consideration transferred by the Group is deferred or contingent, this is valued at its acquisition date fair value, and is included in the consideration transferred in a business combination. Changes in the deferred or contingent consideration, which occur in the measurement period, are adjusted retrospectively, with corresponding adjustments to goodwill.

Goodwill is not amortised but is reviewed at least annually for impairment. For the purpose of impairment testing, goodwill is allocated to each Cash Generating Unit ("CGU"). Each CGU is consistent with the Group's primary reporting segment. Any impairment is recognised immediately through the income statement and is not subsequently reversed.

On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of proﬁt or loss on disposal.

Financial instruments

Initial recognition

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

Financial assets and ﬁnancial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of the ﬁnancial assets and ﬁnancial liabilities (other than ﬁnancial assets and ﬁnancial liabilities at FVTPL) are respectively added to or deducted from the fair value of the ﬁnancial assets or ﬁnancial liabilities, as appropriate, on initial recognition. Transaction costs that are directly attributable to the acquisition of ﬁnancial assets and ﬁnancial liabilities at FVTPL are recognised immediately in proﬁt or loss.

Financial assets

Classiﬁcation and reclassiﬁcation of ﬁnancial assets

Recognised ﬁnancial assets within the scope of IFRS 9 are required to be classiﬁed as subsequently measured at amortised cost, FVTOCI or FVTPL on the basis of both the Group's business model for managing the ﬁnancial assets and the contractual cash ﬂow characteristics of the ﬁnancial assets.

Financial assets are reclassiﬁed if and only if, the business model under which they are held is changed. There has been no such change in the allocation of assets to business models in the periods under review.

Loans and advances

Loans and advances are held within a business model whose objective is to hold those ﬁnancial assets in order to collect contractual cash ﬂows. The contractual terms of the loan agreements give rise on speciﬁed dates to cash ﬂows that are solely payments of principal and interest or fees on the principal amount outstanding.

After initial measurement, loans and advances to customers are subsequently measured at amortised cost using the Effective Interest Rate method (EIR) less impairment. Amortised cost is calculated by taking into account any fees or costs that are an integral part of the EIR. The EIR amortisation is included in interest and similar income in the statement of comprehensive income. The losses arising from impairment are recognised in the statement of comprehensive income and disclosed with any other similar losses within the line item "Net impairment losses on ﬁnancial assets".

Where cash ﬂows are signiﬁcantly different from the original expectations used to determine EIR, but where this difference does not arise from a modiﬁcation of the terms of the ﬁnancial instrument, the Group revises its estimates of receipts and adjusts the gross carrying amount of the ﬁnancial asset to reﬂect actual and revised estimated contractual cash ﬂows. The Group recalculates the gross carrying amount of the ﬁnancial asset as the present value of the estimated future contractual cash ﬂows discounted at the ﬁnancial instrument's original EIR. The adjustment is recognised in statement of comprehensive income as income or expense.

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 19 for further details about how the Group assesses increases in signiﬁcant credit risk.

Deﬁnition of a default

Critical to the determination of signiﬁcant increases in credit risk (and to the determination of ECLs) is the deﬁnition of default. Default is a component of the Probability of Default ("PD"), changes in which lead to the identiﬁcation of a signiﬁcant increase in credit risk and PD is then a factor in the measurement of ECLs.

The Group's deﬁnition of default for this purpose is:

· a counterparty defaults on a payment due under a loan agreement and that payment is more than 90 days overdue, or

· within the core invoice ﬁnance proposition, where one or more individual ﬁnance repayments are beyond 90 days overdue, management judgement is applied in considering default status of the client.

· the collateral that secures, all or in part, the loan agreement has been sold or is otherwise not available for sale and the proceeds have not been paid to the lending company; or

· a counterparty commits an event of default under the terms and conditions of the loan agreement which leads the lending company to believe that the borrower's ability to meet its credit obligations to the lending company is in doubt.

The deﬁnition of default is similarly critical in the determination of whether an asset is credit-impaired (as explained below).

Credit-impaired ﬁnancial assets -policies and procedures for identifying Stage 3 assets

A ﬁnancial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash ﬂows of the ﬁnancial asset have occurred. IFRS 9 states that evidence of credit-impairment includes observable data about the following events:

· Signiﬁcant ﬁnancial difﬁculty of the borrower;

· A breach of contract such as a default (as deﬁned above) or past due event, or

· The Group, for economic or contractual reasons relating to the borrower's ﬁnancial difﬁculty, having granted to the borrower a concession that the Group would not otherwise consider.

The Group assesses whether debt instruments that are ﬁnancial assets measured at amortised cost or at FVTOCI are credit-impaired at each reporting date. When assessing whether there is evidence of credit-impairment, the Group takes into account both qualitative and quantitative indicators relating to both the borrower and to the asset. The information assessed depends on the borrower and the type of the asset. It may not be possible to identify a single discrete event - instead, the combined effect of several events may have caused ﬁnancial assets to become credit-impaired.

See Note 19 for further details about how the Group identiﬁes credit-impaired assets.

Presentation of allowance for ECL in the statement of ﬁnancial position

Loss allowances for ECL are presented in the statement of ﬁnancial position as follows:

· For ﬁnancial assets measured at amortised cost: as a deduction from the gross carrying amount of the assets;

· For loan commitments: as a provision; and

Modiﬁcation of ﬁnancial assets

A modiﬁcation of a ﬁnancial asset occurs when the contractual terms governing a ﬁnancial asset are renegotiated without the original contract being replaced and derecognised and:

· The gross carrying amount of the asset is recalculated and a modiﬁcation gain or loss is recognised in proﬁt or loss;

· Any fees charged are added to the asset and amortised over the new expected life of the asset; and

· The asset is individually assessed to determine whether there has been a signiﬁcant increase in credit risk.

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 provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for ﬁnancial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufﬁcient taxable proﬁts will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Employee beneﬁts - pension costs

A deﬁned contribution plan is a post-employment beneﬁt plan under which the Group pays ﬁxed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Contributions to deﬁned contribution schemes are charged to the statement of comprehensive income as they become payable in accordance with the rules of the scheme. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the statement of ﬁnancial position.

Merger reserve

Prior to 29 December 2017, the entities within the Group were held by Arrowgrass Master Fund Limited. On 29 December 2017, these entities were acquired by TruFin plc via TruFin Holdings Limited. The consideration provided to Arrowgrass for the companies acquired was in exchange for shares of TruFin plc based on the fair value of the underlying companies. Upon consolidation of the Group, the difference between the book value of the entities and the amount of the consideration paid was accounted through a merger reserve, in accordance with relevant accounting standards relating to businesses under common control.

Investments in associates

Associates are entities in which the Group has between 20% and 50% of the voting rights, or is otherwise able to exercise signiﬁcant inﬂuence, but which it does not control or jointly control. Investments in associates are accounted for under the equity method and are initially recognised at costs, including goodwill. Subsequent changes in the carrying value reﬂect the post-acquisition changes in the Group's share of net assets of the associate. The Group's share of its associates proﬁts or losses is recognised in the consolidated income statement. However, when the Group's share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further losses, unless the Group is obliged to make further payments to, or on behalf of the associate.

Segmental reporting

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity) and whose operating results are regularly reviewed by the Board of Directors in order to make decisions about resources to be allocated to that component and assess its performance and for which discrete ﬁnancial information is available.

For the purposes of the ﬁnancial statements, the Directors consider the Group's operations to be made up of four operating segments: the provision of short term ﬁnance, payment services, publishing and other operations.

The accounting policies of the reportable segments are consistent with the accounting policies of the Group as a whole.

Further details are provided in Note 4.

Share based payments

Where the Group engages in share-based payment transactions in respect of services received from certain of its employees, these are accounted for as equity-settled share-based payments in accordance with IFRS 2 'Share-based payments'. The equity is in the form of ordinary shares.

The grant date fair value of a share-based payment transaction is recognised as an employee expense, with a corresponding increase in equity over the period that the employees become unconditionally entitled to the awards. In the absence of market prices, the fair value of the equity at the date of the grant is estimated using an appropriate valuation technique.

The amount recognised as an expense is adjusted to reﬂect the actual number of awards for which the related services and

non-market vesting conditions are expected to be met such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date.

For share-based payment awards with market performance conditions the grant date fair value of the award is measured to reﬂect such conditions and there is no true-up for differences between expected and actual outcomes.

Refer to Note 6 for the amounts disclosed.

Leases

At the inception of a contract, the Group assesses if the contract contains a lease. A contract contains a lease if the contract conveys the right to control the use of an identiﬁed asset for a period of time in exchange for consideration. Reassessment is only required when the terms and conditions of the contract are changed.

Right-of-use assets

The Group recognises a right-of-use asset and lease liability at the date which the underlying asset is available for use. Right-of-use assets are measured at cost which comprises the initial measurement of lease liabilities adjusted for any lease payments made at or before the commencement date and lease incentives received. Any initial direct costs that would not have been incurred if the lease had not been obtained are added to the carrying amount of the right-of-use assets.

These right-of-use assets are subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.

Right-of-use assets (except for those which meet the deﬁnition of an investment property) are presented within "Property, plant and equipment".

Right of use assets which meet the deﬁnition of property, plant and equipment are presented and accounted for in accordance with this policy.

Lease liabilities

The initial measurement of a lease liability is measured at the present value of the lease payments discounted using the interest rate implicit in the lease, if the rate can be readily determined. If that rate cannot be readily determined, the borrower shall use its incremental borrowing rate.

Lease liabilities are measured at amortised cost using the effective interest method.

Lease liabilities are remeasured with a corresponding adjustment to the right-of-use asset, or is recorded in proﬁt or loss if the carrying amount of the right-of-use asset has been reduced to zero.

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.

Government grants

Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate ﬁnancial support to the Group with no future related costs are recognised in proﬁt or loss in the period in which they become receivable. These grants are deducted from the expense that the grant is related to.

2. Critical accounting judgements and key sources of estimation uncertainty

The preparation of ﬁnancial information in accordance with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income and expenses.

The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apart from other sources. The estimates and underlying assumptions are reviewed on an ongoing basis. Actual results may differ from these estimates.

The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the Group's accounting policies and that have the most signiﬁcant effect on the amounts recognised in ﬁnancial statements.

Critical accounting judgements

· Early Payment Programme Services set up costs: the Group capitalises the direct costs of implementing Early Payment Programme Services contracts for clients. These costs are essential to the satisfaction of the Group's performance obligation under that contract and accordingly the Group considers that these costs meet the applicable criteria for recognition as contract assets.

The amount capitalised is disclosed in Note 11.

· Deferred tax asset: There is inherent uncertainty in forecasting beyond the immediate future and signiﬁcant judgement is required to estimate whether future taxable proﬁts are probable in order to utilise the carried forward tax losses. Companies in the Group have carried forward losses which will be utilised against future taxable proﬁts. However, a deferred tax asset has not been recognised for these companies, except for Oxygen Finance Limited as there is uncertainty surrounding the timing of when these losses will be used.

Refer to Note 9 for more information on the deferred tax asset.

· The accounts of the trustee (the "EBT Trustee") of the Company's Employee Beneﬁt Trust ("EBT") have not been consolidated as it is the Directors' opinion that the Company does not have control over the EBT. The EBT is a discretionary trust, which means that the EBT Trustee has discretion how to act, provided that the action taken by the EBT Trustee is considered by the EBT Trustee to be in the interest of one of more EBT beneﬁciaries (being employees and former employees (and certain of their relatives) of the Company and its subsidiaries.

Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting period that may have a signiﬁcant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next ﬁnancial year are discussed below:

Expected credit losses

· Where an asset has a maturity of 12 months or less, the "12 month ECL" and the "lifetime ECL" have the same effective meaning and accordingly for such assets the calculated loss allowance will be the same whether such an asset is at stage 1 or stage 2.

· The Probability of Default ("PD") is an estimate of the likelihood of default over a given time horizon and is a key input to the ECL calculation. The Group primarily uses credit scores from credit reference agencies to calculate the PD for loans and advances. The score is a 12-month predictor of credit failure and, in the absence of internally generated loss history, the Group believes that it provides the best proxy for the credit quality of the loan portfolio.

· Exposure At Default ("EAD") is an estimate of the exposure at a future default date, taking into account expected changes in the exposure after the reporting date, including repayments of principal and interest, whether scheduled by contract or otherwise, expected drawdowns on committed facilities and accrued interest from missed payments.

· Loss Given Default ("LGD") is an estimate of the loss arising on default. It is based on the difference between the contractual cash ﬂows due and those that the lender would expect to receive, in particular taking into account wholesale collateral values and certain buy back options.

Note 19 presents the carrying amounts of the Expected Credit Losses in further detail.

Impairment of Intangibles

The Group is required to test, whether intangible and tangible assets have suffered any impairment based on the recoverable amount of its CGUs, when there are indicators for impairment. Determining whether an impairment has occurred requires an estimation of the value in use of the CGU to which these assets are allocated. Key sources of estimation uncertainty in the value in use calculation include the estimation of future cash ﬂows of the CGU affected by expected changes in underlying revenues and direct costs, and administration costs through the forecast period, the long-term growth rates and a suitable discount rate to apply to the aforementioned cash ﬂows in order to calculate the net present value. Further information regarding the assumptions used in the calculations have been provided in Note 11.

Impairment of investment in subsidiary

The Company's investment in its subsidiary is assessed annually to determine if there is any indication of impairment. This requires an estimation of the value in use of this subsidiary. Key sources of estimation uncertainty in the value in use calculation include the estimation of future cash ﬂows of the CGU affected by expected changes in underlying revenues and direct costs, and administration costs through the forecast period, the long-term growth rates and a suitable discount rate to apply to the aforementioned cash ﬂows in order to calculate the net present value. Further information regarding the assumptions used in the calculations have been provided in Note 11.

3. Gross revenue

Group	2023 £'000	2022 £'000
Revenue
Interest income	1,470	405
Total interest income	1,470	405
EPPS contracts	4,346	3,335
Consultancy fees	1,135	552
Implementation fees	2,131	1,644
Subscription fees	1,736	1,607
Total fee income	9,348	7,138
IAP revenue	117	342
Advertising revenue	109	453
Console revenue	7,087	5,521
Brand revenue	-	1
Total publishing income	7,313	6,317
Gross revenue	18,131	13,860

The above ﬁgures are from continuing activities with comparatives restated accordingly based on information drawn from prior ﬁnancial statements.

Company	2023 £'000	2022 £'000
Intercompany interest income	1,540	2,166
Intercompany fee income	108	118
Other interest income	117	9
Gross revenue	1,765	2,293

4. Segmental reporting

The results of the Group are broken down into segments based on the products and services from which it derives its revenue:

Short term ﬁnance

Provision of distribution ﬁnance products and invoice discounting. For results during the reporting period, this corresponds to the results of Satago, Vertus and AltLending.

Payment services

Provision of Early Payment Programme Services. For results during the reporting period, this corresponds to the results of Oxygen.

Publishing

Publishing of video games. For results during the reporting period, this corresponds to the results of the Playstack Group.

Other

Revenue and costs arising from investment activities. For results during the reporting period, this corresponds to the results of TSL, THL and TruFin plc.

The results of each segment, prepared using accounting policies consistent with those of the Group as a whole, are as follows:

Year ended 31 December 2023	Short term ﬁnance £'000	Payment services £'000	Publishing £'000	Other £'000	Total £'000
Gross revenue	3,788	6,188	8,038	117	18,131
Cost of sales	(718)	(1,078)	(3,231)	-	(5,027)
Net revenue	3,070	5,110	4,807	117	13,104
Adjusted loss before tax*	(4,134)	(348)	(188)	(1,903)	(6,573)
Loss before tax	(4,134)	(348)	(188)	(2,669)	(7,339)
Taxation	433	554	(25)	-	962
Loss for the year from continuing operations	(3,701)	206	(213)	(2,669)	(6,377)
Loss for the year from discontinued operations	(963)	-	-	-	(963)
(Loss)/proﬁt for the year	(4,664)	206	(213)	(2,669)	(7,340)
Total assets	13,797	8,121	23,463	5,295	50,676
Total liabilities	(8,228)	(1,988)	(1,786)	(734)	(12,736)
Net assets	5,569	6,133	21,677	4,561	37,940

* adjusted loss before tax excludes share-based payment expense
	Short term ﬁnance	Payment services	Publishing	Other	Total
Year ended 31 December 2022	£'000	£'000	£'000	£'000	£'000
Gross revenue	2,210	5,311	6,330	9	13,860
Cost of sales	(285)	(889)	(3,033)	-	(4,207)
Net revenue	1,925	4,422	3,297	9	9,653
Adjusted loss before tax*	(4,041)	(220)	(1,569)	(2,352)	(8,182)
Loss before tax	(4,041)	(220)	(1,569)	(2,352)	(8,182)
Taxation	271	395	601	-	1,267
Loss for the year from continuing operations	(3,770)	175	(968)	(2,352)	(6,915)
Proﬁt for the year from discontinued operations	109	-	-	-	109
(Loss)/proﬁt for the year	(3,661)	175	(968)	(2,352)	(6,806)
Total assets	34,200	8,258	20,407	2,627	65,492
Total liabilities	(19,747)	(1,792)	(2,911)	(938)	(25,388)
Net assets	14,453	6,466	17,496	1,689	40,104

* adjusted loss before tax excludes share-based payment expense

The above ﬁgures are from continuing activities with comparatives restated accordingly based on information drawn from prior ﬁnancial statements.

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:

	Group		Company
	2023 £'000	2022 £'000	2023 £'000	2022 £'000
Wages and salaries	9,188	9,506	1, 223	1,384
Consulting costs	1,059	379	-	-
Social security costs	1,104	1,338	82	251
Pension costs arising on deﬁned contribution schemes	441	418	35	38
Share based payment	766	-	766	-
	12,558	11,641	2,106	1,673

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:

	2023 Number	2022 Number
Management	16	16
Finance	11	9
Sales & marketing	42	28
Operations	57	76
Technology	65	43
	191	172

The ﬁgures in this note are from continuing activities with comparatives restated accordingly based on information drawn from prior period ﬁnancial statements.

Directors' emoluments

The number of directors who received share options during the year was as follows:

2023

Number

2022

Number

Long-term incentive schemes

There were no directors who exercised share options during the year.

The directors' aggregate emoluments in respect of qualifying services were:

	Salary £'000	Bonus £'000	Pension and Beneﬁts £'000	2023 Total £'000	2022 Total £'000
Executive Directors:
J van den Bergh	256	220	9	485	485
	256	220	9	485	485
Non-executive
Directors:
S Baldwin	100	-	-	100	100
P Judd	70	-	-	70	70
P Dentskevich	60	-	-	60	60
A Wilhelmsen	-	-	-	-	-
	230	-	-	230	230

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:

	2023 £'000	2022 £'000
Service Criteria Award	552	-
TruFin Share Price Award	151	-
Subsidiary Performance Award	63	-
Total	766	-

Awards granted in 2023

Service Criteria Award

On 27 July 2023, options to acquire 1,350,000 shares were granted to the senior management team and employees of the Group. The award is structured as a nil cost option. The vesting of this award is subject to the holder being in continued employment until the vesting dates of this award. The award has been granted in 3 tranches; the ﬁrst tranche vested on 31 December 2023, the second and third will vest on 31 December 2024 and 31 December 2025 respectively. Awards granted to the Group CEO are subject to an additional 1 year holding period. A Black-Scholes model was used to determine the fair value of these options. The model used an expected volatility of 50% and risk free rate of 5%.

TruFin Share Price Award

On 27 July 2023, options to acquire 1,229,167 shares were granted to the senior management team and employees of the Group. The award is structured as a nil cost option. The vesting of this award is subject to the holder being in continued employment until the vesting dates of this award, and the Company's share price satisfying share price targets in relation to the other companies listed on AIM . The award has been granted in 2 tranches; the ﬁrst tranche will vest on 31 December 2024 and the second on 31 December 2025. Awards granted to the Group CEO are subject to an additional 1 year holding period. A Monte Carlo simulation was used to determine the fair value of these options. The model used an expected volatility of 50% and a risk free rate of 5%.

Subsidiary Performance Award

On 27 July 2023, options to acquire 537,500 shares were granted to employees of the Group. The award is structured as a nil cost option. The vesting of this award is subject to the holder being in continued employment until the vesting dates of this award, and subsidiary companies achieving certain ﬁnancial metrics over the vesting periods. The award has been granted in 2 tranches; the ﬁrst tranche will vest on 31 December 2024 and the second will vest on 31 December 2025. At 31 December 2023, 75% of the award is expected to vest based on the latest performance metrics.

Awards granted before 2023

Performance Share Plan and Joint Share Ownership Plan Founder Award ("Founder Award")

All the Founder Awards held by the Group CEO have vested. 1,566,255 shares subject to the Joint Share Ownership Plan are fully owned by the EBT. The Group CEO's nil cost options in respect of the same number of shares under the Performance Share Plan have also fully vested.

Performance Share Plan Market Value Award ("PSP Market Value Award")

On 21 February 2018, options to acquire 4,868,420 shares were granted to the senior management team. The vesting of this award is based on market-based performance conditions. The vesting of these awards is subject to the holder remaining an employee of the Company and the Company's share price achieving ﬁve distinct milestones -vesting at 20% each milestone. The exercise price of the awards at the time of grant was £1.90 per share.

In order to reﬂect the impact of the demerger, the PSP Market Value Award was split into two:

· Part of the award remained as an option in respect of TruFin shares ("TruFin Market Value Award")

· Part of the award became an award in respect of DFC shares ("DFC market Value Award")

The TruFin Market Value Award is on the same terms as the original PSP Market Value Award except that the exercise price has since been adjusted to £0.71, and the share price milestones were adjusted to reﬂect the demerger, and returns of value in 2019.

The modiﬁcation did not result in a change in the valuation of the award and was recognised over the remainder of the original vesting period.

Details of share based awards during the year:

Type of instrument granted	JSOP Founder Award* Shares (#)	PSP Founder Award* Options (#)	PSP Market Value Options (#)
Outstanding at 1 January 2023	-	-	4,868,420
Granted during the year	-	-	-
Exercised during the year	-	-	-
Outstanding at 31 December 2023	-	-	4,868,420
Exercisable at 31 December 2023		1,566,255	-
* The JSOP Founder Awards and PSP Founder Awards will together deliver, in aggregate, a maximum of 3,407,895 TruFin shares.
	Service	TruFin Share	Subsidiary Performance
Type of instrument granted	Criteria Award (#)	Price Award (#)	Award (#)
Outstanding at 1 January 2023	-	-	-
Granted during the year	1,350,000	1,229,167	537,500
Exercised during the year	-	-	-
Cancelled during the year	-	-	-
Outstanding at 31 December 2023	700,000	1,229,167	537,500
Exercisable at 31 December 2023	650,000	-	-

No options expired during the year.

The weighted average remaining contractual life for the share options outstanding as at 31 December 2023 was 5.61 years (2022: 5.21 years).

7. Net impairment loss on ﬁnancial assets

	2023 £'000	2022 £'000
At 1 January	54	4
Charge for impairment loss	109	50
Amounts written off in the year	(11)	-
Amounts recovered in the year	21	-
At 31 December	173	54

At 31 December 2023, the Group had an impairment balance of £173,000 which was allocated against loans and advances. At 31 December 2022, all of the impairment balance was allocated against loans and advances.

The net impairment charge on ﬁnancial assets during the year ended 31 December 2023 all related to loans and advances.

The net impairment charge on ﬁnancial assets during the year ended 31 December 2022 all related to loans and advances.

8. Loss before income tax

Loss before income tax is stated after charging:

	2023 £'000	2022 £'000
Depreciation of property, plant and equipment	107	104
Amortisation of intangible assets	2,893	2,314
Staff costs including share based payments charge	12,558	11,641

The ﬁgures in this note are from continuing activities with comparatives restated accordingly based on information drawn from prior period ﬁnancial statements.

Fees payable to the Group's auditor (Crowe UK LLP)	2023 £'000	2022 £'000
Fees payable for the audit of the company's annual accounts	82	82
Fees payable for the audit of the company's subsidiaries	95	98
Total audit fees	177	180
Non audit services
Other assurance services	14	14
Total non-audit fees	14	14

9. Taxation

Analysis of tax charge recognised in the period

	2023 £'000	2022 £'000
Current tax credit	(712)	(1,267)
Deferred tax credit	(250)	-
Total tax credit	(962)	(1,267)

The ﬁgures in this note are from continuing activities with comparatives restated accordingly based on information drawn from prior period ﬁnancial statements.

Reconciliation of loss before tax to total tax credit recognised

Group	2023 £'000	2022 £'000
Loss before tax from continuing operations	(7,339)	(8,182)
Loss before tax multiplied by the standard rate of corporation tax in the UK of 23.52% (2022: 19%)	(1,726)	(1,553)
Tax effect of:
Expenses not deductible	176	4
Depreciation in excess of capital allowances	395	253
Capital allowances	(373)	(318)
Other short term timing differences	1	1
R&D tax credit	(743)	(1.274)
Impact of different foreign tax rates	(7)	-
Deferred tax not recognised	1,315	1,619
Total tax charge	(962)	(1,267)

Company	2023 £'000	2022 £'000
Loss before tax	(984)	(42)
Loss before tax multiplied by the standard rate of corporation tax in the UK of 23.52% (2022: 19%)	(231)	(8)
Tax effect of:
Expenses not deductible	198	24
Other short term timing differences	1	(1)
Brought forward losses utilised	-	(15)
Deferred tax not recognised	32	-
Total tax charge	-	-

The deferred tax assets and liabilities at 31 December 2023 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
Group	2023 £'000	2022 £'000
Balance at start of the year	250	250
Credit to the statement of comprehensive income	250	-
On disposal of subsidiary	(250)	-
Credit from discontinued operations	-	(53)
Balance at end of the year	250	250
Comprised of: Losses	250	250
Total deferred tax asset	250	250

A deferred tax asset from losses in Oxygen Finance Limited has been recognised. Unutilised tax losses in the remainder of the Group as at the reporting date were £88,928,000 (2022: £83,102,000).

10. Discontinued operations

On 4 October 2023, the Group disposed of its 54% holding in Vertus and is reported in the current period as a discontinued operation. Financial information relating to the disposal of the subsidiary and discontinued operations for the period to the date of disposal is set out below.

Details of the sale of the subsidiary	£'000
Cash consideration	3,167
Group's share of net assets sold	(3,055)
Related goodwill and separately identiﬁable assets at date of disposal	(1,451)
Costs of disposal	(20)
Loss on disposal	(1,359)

Results from discontinued operations	2023 £'000	2022 £'000
Revenue	2,385	2,259
Expenses	(1,935)	(2,056)
Proﬁt before tax	450	203
Taxation	(23)	(53)
Proﬁt after tax	427	150
Other items included within discontinued operations
Loss on disposal of Vertus (net of tax)	(1,359)	-
Amortisation of separately identiﬁable intangible asset	(38)	(51)
Intragroup charges	7	10
(Loss)/proﬁt from discontinued operations	(963)	109

Cash ﬂows from discontinued operations	2023 £'000	2022 £'000
Proﬁt before tax from discontinued operations	450	203
Working capital adjustments	(1,901)	(5,492)
Cash ﬂows from operating activities	(1,451)	(5,289)
Cash ﬂows used in investing activities	-	(80)
Cash ﬂows from ﬁnancing activities	1,650	5,425
Net increase in cash from discontinued operations	199	56

The carrying amount of assets and liabilities as at the date of sale were:

	£'000
Non-current assets	23,612
Current assets	996
Non-current liabilities	(18,651)
Current liabilities	(283)
Net Assets	5,674

	Client contracts	Software licences and similar assets	Separately identiﬁable intangible assets	Goodwill	Total
Group	£'000	£'000	£'000	£'000	£'000
Cost
At 1 January 2023	6,399	4,773	3,237	16,569	30,978
Additions	852	4,148	333	119	5,452
On disposal of subsidiary	-	(74)	(255)	(1,408)	(1,737)
Disposals	(182)	-	-	-	(182)
Exchange differences	(3)	5	-	-	2
At 31 December 2023	7,066	8,852	3,315	15,280	34,513
Amortisation
At 1 January 2023	(2,496)	(2,082)	(1,581)	-	(6,159)
Charge	(1,078)	(1,334)	(519)	-	(2,931)
On disposal of subsidiary	-	12	213	-	225
Disposals	182	-	-	-	182
Exchange differences	-	(5)	-	-	(5)
At 31 December 2023	(3,392)	(3,409)	(1,887)	-	(8,688)
Accumulated impairment losses
At 1 January 2023	(408)	-	-	-	(408)
At 31 December 2023	(408)	-	-	-	(408)
Net book value
At 31 December 2023	3,266	5,443	1,428	15,280	25,417
At 31 December 2022	3,495	2,691	1,656	16,569	24,411

11. Intangible assets

	Client contracts	Software licences and similar assets	Separately identiﬁable intangible assets	Goodwill	Total
Group	£'000	£'000	£'000	£'000	£'000
Cost At 1 January 2022	5,490	2,579	1,642	15,746	25,457
Additions	905	2,254	-	-	3,159
On Acquisition	-	3	1,595	823	2,421
Disposals	-	(75)	-	-	(75)
Exchange differences	4	12	-	-	16
At 31 December 2022	6,399	4,773	3,237	16,569	30,978
Amortisation At 1 January 2022	(1,607)	(1,181)	(1,070)	-	(3,858)
Charge	(889)	(977)	(511)	-	(2,377)
Disposals	-	75	-	-	75
Exchange differences	-	1	-	-	1
At 31 December 2022	(2,496)	(2,082)	(1,581)	-	(6,159)
Accumulated impairment losses At 1 January 2022	(408)	-	-	-	(408)
At 31 December 2022	(408)	-	-	-	(408)
Net book value At 31 December 2022	3,495	2,691	1,656	16,569	24,411
At 31 December 2021	3,475	1,398	572	15,746	21,191

The Company had no intangibles assets at the year end.

Client contracts comprise the directly attributable costs incurred at the beginning of an Early Payment Scheme Service contract to revise a client's existing payment systems and provide access to the Group's software and other intellectual property. These implementation costs are comprised primarily of employee costs.

The useful economic life for each individual asset is deemed to be the term of the underlying Client Contract (generally ﬁve years) which has been deemed appropriate and for impairment review purposes, projected cash ﬂows have been discounted over this period.

The amortisation charge is recognised in fee expenses within the statement of comprehensive income, as these costs are incurred directly through activities which generate fee income.

The Group performed an impairment review at 31 December 2023 and there was no impairment in relation to underperforming contracts.

Software, licences and similar assets comprises separately acquired software, as well as costs directly attributable to internally developed platforms across the Group. These directly attributable costs are associated with the production of identiﬁable and unique software products controlled by the Group and are probable of producing future economic beneﬁts. They primarily include employee costs and directly attributable overheads.

A useful economic life of three to ﬁve years has been deemed appropriate and for impairment review purposes projected cash ﬂows have been discounted over this period.

The amortisation charge is recognised in depreciation and amortisation on non-ﬁnancial assets within the statement of comprehensive income.

The Group performed an impairment review at 31 December 2023 and concluded no impairment was required.

The 'Software, licences and similar assets' net book value balance related to internally generated intangible assets at 31 December 2023 was £5,443,000 (2022: £2,691,000 ). This consists of cost of £8,852,000 (2022: £4,773,000) and accumulated amortisation of

£3,409,000 (2022: £2,082,000 ). During the year there were additions of £4,148,000 (2022: £2,254,000) and amortisation of

£1,334,000 (2022: £977,000).

Goodwill and "Separately identiﬁable intangible assets" arise from acquisitions made by the Group.

Porge (now Insight Services within OFL)

Porge was acquired by OFGL in August 2018 and goodwill of £2,759,000 that arose from this acquisition was included within the payments services segment of the Group. Following the acquisition, separately identiﬁable intangible assets of £1,387,000 primarily relating to the value of the contracts in the business at acquisition were recognised. These were amortised over ﬁve years resulting in an amortisation charge of £162,000 (2022: £277,000) during the year. Net Book value of these assets at 31 December 2023 was £nil (2022: £162,000). Goodwill related to this transaction excluding these assets at 31 December 2023 was £1,372,000 (2022: £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.

Vertus

In July 2019, the Group converted into ordinary shares its existing convertible loan with Vertus Capital in full satisfaction and discharge of the loan. This, together with a further cash payment, gave the Group 51% ownership of Vertus Capital and Vertus SPV 1. In 2021, the Group increased its ownership of Vertus Capital to 54%.

Goodwill of £1,664,000 arose from these transactions and has been included within the short term ﬁnance segment of the business. Following the acquisition separately identiﬁable intangible assets of £255,000 primarily related to the value of existing third party relationships on acquisition were identiﬁed. These were being amortised over ﬁve years and the amortisation charge for the year prior to the disposal of Vertus was £38,000 (2022: £51,000). Details of the disposal of Vertus are included in Note 10.

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 (2022: £181,000) during the year. Goodwill related to this transaction excluding these assets at 31 December 2023 was £823,000 (2022: £823,000).

bidstats.uk

In November 2023, Oxygen Finance Limited acquired the business of bidstats.uk at a cost of £451,000. Separately identiﬁable assets of £332,000 have been identiﬁed relating to the value of the customer relationships and the technology. These are to be amortised over ﬁve years commencing 1 January 2024. Goodwill of £119,000 has arisen on the acquisition and this will be reviewed annually for impairment. As at 31 December 2023, the net book value of the bidstats.uk assets was £451,000.

Impairment testing of intangibles

An impairment review of goodwill was carried out at the year end.

The insight services segment of OFL was valued using the discounted cash ﬂow methodology. Its net earnings were forecasted to 2028, a discount rate of 10% was used and terminal growth rate of 2%. This valuation was greater than the amount of CGU and therefore the goodwill is not deemed to be impaired.

Playstack was valued using the discounted cash ﬂow methodology. The net earnings of Playstack were forecasted to 2026, a discount rate of 10% was used and terminal growth rate of 3%. Revenue growth was a key assumption and was based on Playstack's pipeline of games over the forecast period. This factors in a number of key projects with platforms and streaming partners. In some instances, revenue projections have been based on amounts outlined in agreed contracts in place with customers, whilst others have been based on progressive discussions with customers and historic sales for games of a similar nature. The valuation of Playstack was greater than the amount of CGU and therefore the goodwill is not deemed to be impaired.

Magic Fuel was valued using the discounted cash ﬂow methodology. It's net earnings along with revenues earned in the rest of the group related to this acquisition were forecasted to 2026, a discount rate of 10% was used and a terminal growth rate of 3%. The valuation of this CGU was greater than the value of goodwill and so was deemed not be impaired.

The impairment review of Playstack is most sensitive to a change in the planned revenue growth and discount rate. A 70% reduction in this growth rate or an increase in the discount rate to 25% 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.

12. Property, plant and equipment

Group	Fixtures & ﬁttings £'000	Computer equipment £'000			Right-of-Use Asset £'000	Total £'000
Cost
At 1 January 2023	139	96			276	511
Additions	21	21			-	42
On disposal of subsidiary	-	(13)			-	(13)
Exchange differences	2	(1)			-	1
At 31 December 2023	162	103			276	541
Depreciation
At 1 January 2023	(60)		(61)	(44)			(165)
Charge	(32)		(20)	(55)			(107)
On disposal of subsidiary	-		6	-			6
Exchange differences	(1)		1	-			-
At 31 December 2023	(93)		(74)	(99)			(266)
Net book value At 31 December 2023	69		29	177			275

At 31 December 2022

232

345

	Fixtures & ﬁttings	Computer equipment	Right-of-Use Asset	Total
Group	£'000	£'000	£'000	£'000
Cost
At 1 January 2022	53	78	429	560
Additions	86	27	276	389
Disposals	-	(9)	(429)	(438)
At 31 December 2022	139	96	276	511
Depreciation
At 1 January 2022	(44)	(44)	(407)	(495)
Charge	(16)	(26)	(66)	(108)
Disposals	-	9	429	438
At 31 December 2022	(60)	(62)	(44)	(166)
Net book value
At 31 December 2022	79	34	232	345
At 31 December 2021	9	34	22	65

13.	Investment in subsidiaries
Company			£'000
Balance at	1 January 2023 and 31 December 2023		30,189
Balance at	1 January 2022 and 31 December 2022		30,189
14.	Loans and advances
Group		2023 £'000	2022 £'000
Total loans and advances		7,407	24,215
Less: loss allowance		(173)	(54)
		7,234	24,161
The aging of loans and advances are analysed as follows:
		2023 £'000	2022 £'000
Neither past due nor impaired		7,082	23,875
Past due: 0-30 days		6	129
Past due: 31-60 days		22	77
Past due: 61-90 days		14	41
Past due: more than 91 days		105	39
Impaired		5	-
		7,234	24,161

15. Trade and other receivables

	Group		Company
	2023 £'000	2022 £'000	2023 £'000	2022 £'000
Trade and other receivables	2,385	2,149	-	-
Prepayments	606	455	35	44
Accrued Income	685	890	-	-
VAT	-	-	15	11
Other debtors	3,684	2,554	-	-
Amounts due from Group Undertakings	-	-	111	83
	7,360	6,048	161	138

Trade receivables above are stated net of a loss allowance of £nil (2022: £nil). All receivables are due within one year. The aging of trade receivables is analysed as follows:

	Group		Company
	2023 £'000	2022 £'000	2023 £'000	2022 £'000
Not yet due	1,621	1,960	-	-
Past due: 0-30 days	220	117	-	-
Past due: 31-60 days	146	6	-	-
Past due: 61-90 days	193	9	-	-
Past due: more than 91 days	205	57	-	-
	2,385	2,149	-	-

16. Share capital

Share Capital Total

Group and Company £'000 £'000

105,836,687 shares at £0.91 per share 96,311 96,311

On 10 July 2023, the Company issued 11,653,744 ordinary shares through a Placing and an Open Offer. These were issued at £0.65 per share, raising gross proceeds of £7,575,000. This was a discount to par value of £3,030,000, which has been included in Other Reserves in the Statement of Changes of Equity.

All ordinary shares carry equal entitlements to any distributions by the Company. No dividends were proposed by the Directors for the year ended 31 December 2023.

17. Borrowings

Group	2023 £'000	2022 £'000
Loans due within one year	6,157	1,783
Loans due in over one year	1,047	16,764
	7,204	18,547

Movements in borrowings during the year

The below table identifies the movements in borrowings during the year.

Group	£'000
Balance at 1 January 2023	18,547
Funding drawdown	7,619
Interest expense	557
Origination fees paid	(56)
Repayments	(2,170)
Interest paid	(416)
Disposal of subsidiary	(16,874)
Exchange differences	(3)
Balance at 31 December 2023	7,204
Group	£'000
Balance at 1 January 2022	12,985
Funding drawdown	8,707
Interest expense	852
Fee amortisation	110
Repayments	(3,337)
Interest paid	(777)
Exchange differences	7
Balance at 31 December 2022	18,547

The primary borrowings of the Group are comprised of the following:

· A revolving credit facility under which one month notice is given by either the lender or borrower. The facility is secured by a ﬁxed and ﬂoating charge over Satago SPV1 and interest is payable monthly.

The Company had no borrowings during the period or at year end.

18. Trade and other payables

	Group		Company
	2023 £'000	2022 £'000	2023 £'000	2022 £'000
Trade payables	877	529	19	28
Accruals and deferred income	3,626	3,867	520	622
Other payables	416	1,636	7	-
Corporation tax	8	-	-	-
Other taxation and social security	506	603	188	284
VAT	99	206	-	-
	5,532	6,841	734	934

19. Financial instruments

The Directors have performed an assessment of the risks affecting the Group through its use of ﬁnancial instruments and believe the principal risks to be: capital risk; credit risk, and market risk including interest rate risk.

This note describes the Group's objectives, policies and processes for managing the material risks and the methods used to measure them. The signiﬁcant accounting policies regarding ﬁnancial instruments are disclosed in Note 1.

Capital risk management

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while providing an adequate return to shareholders.

The capital structure of the Group consists of borrowings disclosed in Note 17 and equity of the Group (comprising issued capital, reserves, retained earnings and non-controlling interests as disclosed in Note 16 and Note 20).

The Group is not subject to any externally imposed capital requirements.

Principal ﬁnancial instruments

The principal ﬁnancial instruments to which the Group is party and from which ﬁnancial instrument risk arises, are as follows:

· Loans and advances, primarily credit risk and liquidity risk

· Trade receivables, primarily credit risk and liquidity risk

· Investments, primarily fair value or market price risk

· Cash and cash equivalents, which can be a source of credit risk but are primarily liquid assets available to further business objectives or to settle liabilities as necessary

· Trade and other payables, and

· Borrowings which are used as sources of funds and to manage liquidity risk.

Analysis of ﬁnancial instruments by valuation model

There are no ﬁnancial assets or liabilities included in the statement of ﬁnancial position at fair value.

31 December 2023

Financial assets and ﬁnancial liabilities included in the statement of ﬁnancial position that are not measured at fair value:

Group	Carrying amount £'000	Fair value £'000	Level 1 £'000	Level 2 £'000	Level 3 £'000
Financial assets not measured at fair value
Loans and advances	7,234	7,234	-	-	7,234
Trade receivables	2,385	2,385	-	-	2,385
Other receivables	4,369	4,369	-	-	4,369
Cash and cash equivalents	10,140	10,140	10,140	-	-
	24,128	24,128	10,140	-	13,988
Financial liabilities not measured at fair value
Borrowings	7,204	7,204	-	-	7,204
Trade, other payables and accruals	4,889	4,889	-	-	4,889
	12,093	12,093	-	-	12,093
31 December 2022
Group	Carrying amount £'000	Fair value £'000	Level 1 £'000	Level 2 £'000	Level 3 £'000
Financial assets not measured at fair value
Loans and advances	24,161	24,161	-	-	24,161
Trade receivables	2,149	2,149	-	-	2,149
Other receivables	3,444	3,444	-	-	3,444
Cash and cash equivalents	10,273	10,273	10,273	-	-
	40,027	40,027	10,273	-	29,574
Financial liabilities not measured at fair value
Borrowings	18,547	18,547	-	-	18,547
Trade, other payables and accruals	6,392	6,392	-	-	6,392
	24,939	24,939	-	-	24,939

31 December 2023


Company	Carrying amount £'000	Fair value £'000	Level 1 £'000	Level 2 £'000	Level 3 £'000
Financial assets not measured at fair value
Amounts owed by group undertakings	59,089	59,089	-	-	59,089
Other receivables	126	126	-	-	126
Cash and cash equivalents	4,723	4,723	4,723	-	-
	63,938	63,938	4,723	-	59,215
Financial liabilities not measured at fair value
Trade, other payables and accruals	734	734	-	-	734
	734	734	-	-	734

31 December 2022
Company	Carrying amount £'000	Fair value £'000	Level 1 £'000	Level 2 £'000	Level 3 £'000
Financial assets not measured at fair value
Amounts owed by group undertakings	54,835	54,835	-	-	54,835
Other receivables	94	94	-	-	94
Cash and cash equivalents	2,260	2,260	2,260	-	-
	57,189	57,189	2,260	-	54,929
Financial liabilities not measured at fair value
Trade, other payables and accruals	934	934	-	-	934
	934	934	-	-	934

Fair values for Level 3 assets and liabilities were calculated using a discounted cash ﬂow model and the Directors consider that the carrying amounts of ﬁnancial assets and liabilities recorded at amortised cost in the ﬁnancial statements approximate to their fair values.

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
	2023 £'000	2022 £'000	2023 £'000	2022 £'000
Cash and cash equivalents	10,140	10,273	4,723	2,260
Loans and advances	7,234	24,161	-	-
Amounts owed by group undertakings	-	-	59,089	54,835
Trade and other receivables	6,754	5,593	126	138
Maximum exposure to credit risk	24,128	40,027	63,938	57,233

Loans and advances:

Collateral held as security

	Group		Company
	2023 £'000	2022 £'000	2023 £'000	2022 £'000
Fully collateralised
Loan-to-value* ratio
Less than 50%	654	800	-	-
50% to 70%	1,174	271	-	-
71% to 80%	554	500	-	-
81% to 90%	3,434	701	-	-
91% to 100%	651	-	-	-
	6,467	2,272	-	-
Partially collateralised
Collateral value relating to loans over 100% loan-to-value	-	-	-	-
Unsecured lending	940	21,943	-	-

* 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.

Risk rating	Stage 1 £'000	Stage 2 £'000	Stage 3 £'000	2023 Total £'000	2022 Total £'000
Above average (risk rating 1-2)	940	-	-	940	11,035
Average (risk rating 3-5)	6,333	-	134	6,467	10,615
Below average (risk rating 6+)	-	-	-	-	2,565
Gross carrying amount	7,273	-	134	7,407	24,215
Loss allowance	(173)	-	-	(173)	(54)
Carrying amount	7,100	-	134	7,234	24,161

Gross Carrying Amount	Stage 1 £'000	Stage 2 £'000	Stage 3 £'000	Total £'000
As at 1 January 2023	22,692	1,481	43	24,216
Transfer to stage 1	-	-	-	-
Transfer to stage 2	-	-	-	-
Transfer to stage 3	(30)	-	30	-
Disposal of subsidiary	(19,937)	(1,481)	-	(21,418)
Net Loans originated	4,548	-	61	4,609
As at 31 December 2023	7,273	-	134	7,407

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 £nil (2022: £nil).

The contractual amount outstanding on ﬁnancial assets that were written off during the reporting period and are still subject to enforcement activity is £nil at 31 December 2023 (2022: £nil).

Liquidity risk

Liquidity risk is the risk that the Group does not have sufﬁcient ﬁnancial resources to meet its obligations as they fall due or will have to do so at an excessive cost. This risk arises from mismatches in the timing of cash ﬂows which is inherent in all banking operations and can be affected by a range of Group speciﬁc and market-wide events.

Liquidity risk management

Group Finance performs treasury management for the Group, with responsibility for the treasury for each business entity being delegated to the individual subsidiaries. However, in line with the wider Group governance structure, Group Finance performs an important oversight role in the wider treasury considerations of the Group. The primary mechanism for maintaining this oversight is a formal requirement that subsidiaries' Finance teams notify all material Treasury matters to Group Finance.

The main Group responsibilities are to maintain banking relationships, manage and maximise the efﬁciency of the Group's working capital and long-term funding and ensure ongoing compliance with banking arrangements. The Group currently does not have any offsetting arrangements.

Liquidity stress testing

The Group regularly conducts liquidity stress tests, based on a range of different scenarios to ensure it can meet all of its liabilities as they fall due.

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	1-3 months	3 months to 1 year	1-5 years	>5 years
As at 31 December 2023	£'000	£'000	£'000	£'000	£'000	£'000
Financial Assets
Cash and cash equivalents	10,140	10,140	-	-	-	-
Trade and other receivables	6,754	2,490	585	2,006	1,673	-
Loans and advances	7,234	6,321	36	(63)	940	-
	24,128	18,951	621	1,943	2,613	-
Financial Liabilities
Trade payables, other payables and accruals	4,889	1,574	2,260	819	236	-
Borrowings	7,204	64	38	1,077	6,025	-
	12,093	1,638	2,298	1,896	6,261	-

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.

20. Non-controlling interests

The summarised ﬁnancial information below represents ﬁnancial information for each subsidiary that has non-controlling interest that are material to the Group. The amounts disclosed for each subsidiary are before intragroup eliminations.

The Group had a 72% (2022: 72%) ownership share of Bandana during the year.

Statement of Financial Position	Bandana
	2023 £'000	2022 £'000
Current assets	-	1
Current liabilities	(5,464)	(5,465)
Equity attributable to owners of the Company	(3,955)	(3,955)
Non-controlling interests	(1,509)	(1,509)

Income Statement	Bandana
	2023 £'000	2022 £'000
Revenue	-	-
Expenses	-	(251)
Loss after tax	-	(251)
Loss after tax attributable to owners of the Company	-	(182)
Loss after tax attributable to the non-controlling interests	-	(69)

Cash Flow Statement	Bandana
	2023 £'000	2022 £'000
Net cash from operating activities	-	-
Net increase in cash and cash equivalents	-	-

Non-controlling interest	Bandana
	2023 £'000	2022 £'000
Balance at 1 January	(1,509)	(1,440)
Share of loss for the year	-	(69)
Balance at 31 December	(1,509)	(1,509)

The Group's effective ownership share of Satago Financial Solutions Limited ("Satago") at the reporting date is based on the net assets of the Satago Group at the reporting date, and the ownership waterfall following Lloyds Banking Group's £5m investment in Satago in April 2022.

Statement of Financial Position	Satago
	2023 £'000	2022 £'000
Current assets	9,705	10,397
Non-current assets	587	617
Current liabilities	(3,606)	(927)
Equity attributable to owners of the Company	2,631	5,061
Non-controlling interests	4,055	5,026

Income Statement	Satago
	2023 £'000	2022 £'000
Revenue	2,523	1,860
Expenses	(5,923)	(3,926)
Loss after tax	(3,400)	(2,001)
Loss after tax attributable to owners of the Company	(2,429)	1,910
Loss after tax attributable to the non-controlling interests	(971)	(91)

Cash Flow Statement	Satago
	2023 £'000	2022 £'000
Net cash used in operating activities	(4,507)	(3,035)
Net cash used in investing activities	(275)	(2,498)
Net cash generated from ﬁnancing activities	2,558	7,360
Net (decrease)/increase in cash and cash equivalents	(2,224)	1,827

Non-controlling interest	Satago
	2023 £'000	2022 £'000
Balance at 1 January	5,026	103
Share of loss for the year	(971)	(91)
Arising from change in non-controlling interest	-	14
Equity Raise	-	5,000
Balance at 31 December	4,055	5,026

21.	Leases
The carrying amounts of the right-of-use assets recognised and the movements during the period are shown in Note 12. The lease liability and movement during the period were:
Group		£'000
Lease liability recognised at 1 January 2023		285
Interest		13
Payments		(82)
Balance at 31 December 2023		216
Group		£'000
Lease liability recognised at 1 January 2022		25
Lease recognised in year		276
Interest		12
Payments		(28)
Balance at 31 December 2022		285

22. Earnings per share

Earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the year.

The calculation of the basis and adjusted earnings per share is based on the following data:

	2023	2022
Number of shares (#) At year end	105,836,687	94,182,943
Weighted average	99,770,355	90,485,862
Earnings attributable to ordinary shareholders	£'000	£'000
Loss after tax attributable to the owners of TruFin plc	(6,472)	(6,637)
Adjusted earnings attributable to ordinary shareholders Loss after tax attributable to the owners of TruFin plc	(6,472)	(6,637)
Loss after tax from continued operations	(5,312)	(6,677)
(Loss)/proﬁt from discontinued operations	(1,160)	40
Share-based payments	766	-
Adjusted1 loss after tax attributable to the owners of TruFin plc	(4,546)	(6,677)
Earnings per share*	Pence	Pence
Basic and diluted	(6.5)	(7.3)
Basic and diluted from continuing operations	(5.3)	(7.4)
Adjusted1	(4.6)	(7.4)
* All Earnings per share ﬁgures are undiluted and diluted.
Adjusted1 EPS excludes share-based payment expense and loss from discontinued operations from loss after tax
Comparative ﬁgures have been restated to adjust for discontinued operations

Management has been granted 9,551,342 share options in TruFin plc (see Note 6 for details). These could potentially dilute basic EPS in the future, but were not included in the calculation of diluted EPS as they are antidilutive for the years presented as the Group is loss making.

23. Related party disclosures

Key management personnel disclosures are provided in Notes 5 and 6.

During the year, Playstack made loans to Storm Chaser UG, a company based in Germany. Storm Chaser UG is 100% owned by Storm Chaser Games -an associate company of Playstack (See Note 1). The balance of the loans (including interest) at the reporting date was £940,000 (2022: £525,000).

24. Events after the Reporting Date

In March 2024, Playstack disposed of its augmented reality and gamiﬁcation AdTech platform "Interact" to VCI Global Limited for

$2,000,000 (£1,574,000).

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