Company Registration No. 12500702 (England and Wales)
TRUELAYER GROUP HOLDINGS LIMITED
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
TRUELAYER GROUP HOLDINGS LIMITED
COMPANY INFORMATION
Directors
F Simoneschi
L Martinetti
J Zink
Company number
12500702
Registered office
Part Ground Floor (East), Floors 6 and 7
The Gilbert
40 Finsbury Square
London
EC2A 1PX
Auditor
Mercer & Hole LLP
21 Lombard Street
London
EC3V 9AH
TRUELAYER GROUP HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 6
Independent auditor's report
7 - 9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 33
TRUELAYER GROUP HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present the strategic report for the year ended 31 December 2023.

Principal activities

Founded in 2016, TrueLayer is Europe’s leading open banking payments network. We power smarter, safer and faster online payments in 28 countries by combining real-time bank payments with financial and identity data. Businesses big and small use our products to onboard new users, accept money and make payouts in seconds, and at scale. Our customers include industry leaders like Coinbase, Revolut and William Hill. Trusted by millions of consumers and hundreds of companies, our mission is to change the way the world pays.

 

Regulatory

The business, through its subsidiary entities Truelayer Limited and Truelayer (Ireland) Limited, holds an Electronic Money Institution ("EMI") licence in the UK, and a Payment Institution ("Pl") licence in Europe from the Central Bank of Ireland ("CBI").

Business review

TrueLayer is Europe’s leading open banking payments network with significant market share across Europe, including in particular the UK, Ireland, Spain, France, Germany and The Netherlands. 2023 was a year of important growth as the company continued to expand its network across Europe, and win new customers including some of the largest enterprise merchants in the world.

 

At the end of the 2023 financial year, the business's annualised Total Payment Volume (TPV) increased 2x from the previous financial year to £25.5bn.

Product development

In 2023, we continued to see progress with Signup+, launched in 2022 and announced in January 2023. Signup+ is the first open-banking product to combine payments with identity data. Signup+ is designed to simplify customer onboarding for TrueLayer’s clients by combining account set up with making a payment. This product will change how TrueLayer clients onboard their users, with customer sign on now taking seconds rather than days.

 

July 2023 also marked the launch of Payment Links. Payment Links enables merchants to turn every channel into a checkout simply by sending a link, whether online or in-store. They can either send a URL or QR code to their customer via text, email, social, in store or in person. By clicking the link, customers are sent to their bank app where they confirm the payment.

 

This was also a year of considerable growth for TrueLayer’s Variable Recurring Payments (VRP) product. Since its launch until June 2023, TrueLayer had processed a total of 1 million Variable Recurring Payments (VRPs). By September 2023, it matched this volume in just one month. VRPs are increasingly popular, offering customers faster, more cost effective and smoother transactions than other payment options.

 

Popularity of TrueLayer’s Payouts product also rose sharply, growing by over 20x, with particularly strong growth in EU markets including Belgium, France, The Netherlands and Portugal.

 

Financial review

2023 marked TrueLayer’s strongest year-on-year growth to date (in nominal GBP terms), with revenue increasing approximately 3.0x to £12,430,271 (2022: £4,138,147), while gross profit grew approximately 2.6x to £7,787,983 (2022: £2,962,882). Operating losses decreased by approximately 11% as we expanded revenues while decreasing administrative expenses during the year. Overall this was a significant year of growth for the company and has laid strong foundations for continued growth and success in 2024.

Future Economic Outlook

During 2023 and early 2024 the group closely monitored the continued uncertainty in the global macroeconomic outlook. In response to inflationary pressures, interest rate changes and the market turbulence stemming from events such as the Silicon Valley Bank crisis, the group proactively strengthened its liquidity stress testing procedures, and diversified its banking partners. It remains adequately resourced to adapt as required.

 

The Directors continue to monitor the current and future economic outlook as part of its business planning and will continue to adapt and pivot to ensure TrueLayer is positioned for long-term success.

TRUELAYER GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Principal risks and uncertainties

The process of risk identification and management is addressed through a framework of policies and internal controls. All policies are subject to continued review and iteration by management. Compliance with regulation, legal and ethical standards is a high priority for the group and an appropriate governance structure is in place to monitor this.

 

The Directors consider that the principal risks and uncertainties faced by the group are in the following categories.

 

Regulatory risk:

TrueLayer operates in a highly regulated industry. The group and its subsidiaries are currently regulated by the FCA (UK), and the CBI (Europe). Dedicated resources are in place to ensure continued and ongoing compliance with regulatory requirements in the jurisdictions in which the group operates. These include, but are not limited to, governance requirements, capital and liquidity requirements, consumer protection and anti-financial crime requirements.

 

Cyber risk:

The group is exposed to the risk of operational disruption, customer detriment, financial loss and/or reputational damage arising from cyber attacks that may result in unauthorised access, or denial of access to TrueLayer systems and information. Taking into consideration the very recent and public cyber attacks happening elsewhere, the group continues to actively manage this risk through a range of controls including, but not limited to, system monitoring and alerts, staff awareness training, customer support, and incident management guidelines.

 

Financial management & treasury risk:

Financial management risks are monitored by the preparation of regular cash flow forecasts which review liquidity, credit and other financial requirements. The group has prepared detailed plans covering the next 12 months of trading. The plan is updated on a regular basis as and when new information becomes available.

 

The group manages treasury and counterparty risk by employing detailed policies and procedures which include, but are not limited to, the diversification of cash on hand and on deposit across a number of top tier corporate banking partners.

 

The directors have financial reporting procedures in place to manage credit, liquidity, and other financial risk.

 

Macroeconomic risk:

The group’s business is sensitive to global macroeconomic conditions such as growing inflation and fluctuations in

consumer sentiment which may impact TrueLayer’s customers and their user base. The group manages this risk

through strategic reviews to ensure any potential or future impacts to operations are minimised.

Section 172 Statement

Under Section 172 of the Companies Act 2006, the directors are required to act in a manner that promotes the long-term success of the group and take into account the interests of Truelayer's stakeholders in their decision making, the Board considers a number of matters in this regard, including:

 

TRUELAYER GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -

In doing so, the directors, both individually and together, confirm that they have acted in good faith, in the way which they consider would be most likely to promote the success of the Group for the benefit of its stakeholders, and in doing so, have fulfilled their duty accordingly, and as outlined below:

 

 

 

 

 

On behalf of the board

F Simoneschi
Director
9 May 2024
TRUELAYER GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Branches

The group has a branch established in Italy.

Results and dividends

The results for the year are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

No preference dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

F Simoneschi
L Martinetti
J Zink
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Financial instruments
Liquidity risk

The group has funded growth by raising funds from external investors including convertible loan notes. Liquidity risk has been managed through careful monitoring to ensure the group has sufficient liquidity available to meet forecast cash flows.

Foreign currency risk

The group has exposure to exchange rate fluctuations mainly in US Dollars but also Euros. Whilst the group does have a natural hedge in its receivables and payables this remains a risk that is constantly monitored by the directors.

Credit risk

The primary risk arises from the recovery of trade debtors. Management of this risk is on-going. Steps include credit checks of potential clients.

Research and development

The group continues to invest in the development of its platform and has significantly increased the size of its research and development teams.

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

TRUELAYER GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
Employee involvement

The group's policy is to consult and discuss with employees, through meetings, matters likely to affect employees' interests.

 

Information about matters of concern to employees is given through company wide meetings which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

Auditor

Pursuant to Section 487 of the Companies Act 2006, the shareholders have agreed to the appointment of Ernst & Young LLP as auditors for the year ending 31 December 2024. Mercer & Hole LLP will therefore cease to act as auditors.

Energy and carbon report

During the year the group was responsible for the emission of the following tonnes of CO2 during the course of its business activities.

2023
Energy consumption
kWh
Aggregate of energy consumption in the year
94,567
2023
Emissions of CO2 equivalent
metric tonnes
Scope 1 - direct emissions
- Gas combustion
-
- Fuel consumed for owned transport
-
-
Scope 2 - indirect emissions
- Electricity purchased
19.58
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the group
-
Total gross emissions
19.58
Intensity ratio
Tonnes CO2e per employee
1.58
Quantification and reporting methodology

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £1m of revenue.

Measures taken to improve energy efficiency

No specific measures have been taken by the group regarding energy efficiency.

TRUELAYER GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
F Simoneschi
Director
9 May 2024
TRUELAYER GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TRUELAYER GROUP HOLDINGS LIMITED
- 7 -
Opinion

We have audited the financial statements of TrueLayer Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

TRUELAYER GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TRUELAYER GROUP HOLDINGS LIMITED
- 8 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to breaches under the group's Financial Conduct Authority registration and General Data Protection Regulations, and we considered the extent to which non-compliance may have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006.

We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements and the financial report (including the risk of override of controls), and determined that the principle risks were related to posting inappropriate entries including journals to understate revenue or overstate expenditure, and management bias in accounting estimates.

Audit procedures performed by the engagement team included:

TRUELAYER GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TRUELAYER GROUP HOLDINGS LIMITED
- 9 -

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Ross Lane (Senior Statutory Auditor)
For and on behalf of Mercer & Hole LLP
15 May 2024
Chartered Accountants
Statutory Auditor
21 Lombard Street
London
EC3V 9AH
TRUELAYER GROUP HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
2023
2022
Notes
£
£
Turnover
3
12,430,271
4,138,147
Cost of sales
(4,642,288)
(1,175,265)
Gross profit
7,787,983
2,962,882
Administrative expenses
(61,856,343)
(64,281,775)
Operating loss
4
(54,068,360)
(61,318,893)
Interest receivable and similar income
8
2,492,375
485,732
Interest payable and similar expenses
9
(102,984)
-
0
Fair value gain/(loss) on financial instruments
10
(3,883,231)
20,492,634
Loss before taxation
(55,562,200)
(40,340,527)
Tax on loss
11
514,236
941,042
Loss for the financial year
22
(55,047,964)
(39,399,485)
Other comprehensive income
Currency translation loss arising in the year
(31,974)
(144,387)
Total comprehensive income for the year
(55,079,938)
(39,543,872)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
TRUELAYER GROUP HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 11 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
12
4,255,251
1,119,060
Investments
13
385,923
385,923
4,641,174
1,504,983
Current assets
Debtors
15
6,323,375
6,303,225
Cash at bank and in hand
51,476,485
95,952,443
57,799,860
102,255,668
Creditors: amounts falling due within one year
16
(6,232,476)
(3,794,979)
Net current assets
51,567,384
98,460,689
Total assets less current liabilities
56,208,558
99,965,672
Creditors: amounts falling due after more than one year
17
(10,624,014)
(7,092,204)
Provisions for liabilities
Provisions
18
380,275
38,175
(380,275)
(38,175)
Net assets
45,204,269
92,835,293
Capital and reserves
Called up share capital
21
4
4
Share premium account
22
221,336,594
221,331,338
Share based payment reserve
22
21,740,554
14,296,896
Currency translation reserve
22
(205,216)
(173,242)
Profit and loss reserves
22
(197,667,667)
(142,619,703)
Total equity
45,204,269
92,835,293
The financial statements were approved by the board of directors and authorised for issue on 23 April 2024 and are signed on its behalf by:
23 April 2024
F Simoneschi
Director
Company registration number 12500702 (England and Wales)
TRUELAYER GROUP HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 12 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
13
199,000,401
199,000,401
Current assets
Debtors
15
14,134
8,945
Creditors: amounts falling due within one year
16
(103,491)
-
Net current (liabilities)/assets
(89,357)
8,945
Total assets less current liabilities
198,911,044
199,009,346
Creditors: amounts falling due after more than one year
17
(10,624,014)
(7,092,204)
Net assets
188,287,030
191,917,142
Capital and reserves
Called up share capital
21
4
4
Share premium account
22
221,336,593
221,331,338
Profit and loss reserves
22
(33,049,567)
(29,414,200)
Total equity
188,287,030
191,917,142

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the period was £3,635,368.

The financial statements were approved by the board of directors and authorised for issue on 23 April 2024 and are signed on its behalf by:
23 April 2024
F Simoneschi
Director
Company registration number 12500702 (England and Wales)
TRUELAYER GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
Share capital
Share premium account
Share based payment reserve
Currency translation reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2022
4
172,879,721
6,076,357
(28,855)
(103,220,218)
75,707,009
Year ended 31 December 2022:
Loss for the year
-
-
-
-
(39,399,485)
(39,399,485)
Other comprehensive income:
Currency translation differences
-
-
-
(144,387)
-
0
(144,387)
Total comprehensive income for the year
-
-
-
(144,387)
(39,399,485)
(39,543,872)
Issue of share capital
21
-
0
13,063,514
-
-
-
13,063,514
Conversion of loan to shares
21
-
0
35,388,103
-
-
-
35,388,103
Credit to equity for equity settled share-based payments
20
-
-
8,220,539
-
-
8,220,539
Balance at 31 December 2022
4
221,331,338
14,296,896
(173,242)
(142,619,703)
92,835,293
Year ended 31 December 2023:
Loss for the year
-
-
-
-
(55,047,964)
(55,047,964)
Other comprehensive income:
Currency translation differences
-
-
-
(31,974)
-
0
(31,974)
Total comprehensive income for the year
-
-
-
(31,974)
(55,047,964)
(55,079,938)
Issue of share capital
21
-
0
5,256
-
-
-
5,256
Credit to equity for equity settled share-based payments
20
-
-
7,443,658
-
-
7,443,658
Balance at 31 December 2023
4
221,336,594
21,740,554
(205,216)
(197,667,667)
45,204,269
TRUELAYER GROUP HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2022
4
172,879,721
(47,654,459)
125,225,266
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
18,240,259
18,240,259
Issue of share capital
21
-
0
13,063,514
-
13,063,514
Conversion of loan to shares
21
-
0
35,388,103
-
35,388,103
Balance at 31 December 2022
4
221,331,338
(29,414,200)
191,917,142
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
(3,635,367)
(3,635,367)
Issue of share capital
21
-
0
5,255
-
5,255
Balance at 31 December 2023
4
221,336,593
(33,049,567)
188,287,030
TRUELAYER GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
27
(46,342,620)
(50,553,144)
Interest paid
(102,984)
-
0
Income taxes refunded/(paid)
3,485,956
(3,308)
Net cash outflow from operating activities
(42,959,648)
(50,556,452)
Investing activities
Purchase of tangible fixed assets
(4,010,227)
(538,823)
Proceeds from disposal of tangible fixed assets
25,938
22,836
Purchase of investments
-
(197,645)
Interest received
2,492,375
485,732
Net cash used in investing activities
(1,491,914)
(227,900)
Financing activities
Proceeds from issue of shares
5,256
13,063,514
Net cash generated from financing activities
5,256
13,063,514
Net decrease in cash and cash equivalents
(44,446,306)
(37,720,838)
Cash and cash equivalents at beginning of year
95,952,443
133,819,418
Effect of foreign exchange rates
(29,652)
(146,137)
Cash and cash equivalents at end of year
51,476,485
95,952,443
TRUELAYER GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
1
Accounting policies
Company information

TrueLayer Group Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Part Ground Floor (East), Floors 6 and 7, The Gilbert, 40 Finsbury Square, London, EC2A 1PX.

 

The group consists of TrueLayer Group Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

 

 

The directors have reassessed the nature of certain costs and have determined they are an overhead rather than a direct cost. As a consequence, costs of £854,579 have been reclassified from direct costs to administration in the prior year.

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company TrueLayer Group Holdings Limited together with all entities controlled by the parent company (its subsidiaries). Subsidiaries acquired during the year are consolidated using the merger accounting method. Their results are presented as if the group had always existed.

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

TRUELAYER GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.3
Going concern

Notwithstanding the loss for the year of £55,047,964, the financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons. 

 

The group has prepared detailed forecasts of its future working capital requirements which indicate that the group will have sufficient cash resources. Consequently, the directors are confident that the group will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and have therefore prepared the financial statements on a going concern basis.   

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

Revenue from subscriptions are recognised monthly based on the contracted agreed fee.

1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
Over the life of the relevant lease
Fixtures and fittings
20% straight line
Computer equipment
33% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.6
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.7
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

TRUELAYER GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.9
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

TRUELAYER GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.10
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

TRUELAYER GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end 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 is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.12
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.15
Share-based payments

The company operates equity-settled share-based scheme for some of its employees. The company awards share options to employees to acquire shares of the company.

 

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using either the fair value of the services received or the Black-Scholes model if that fair value cannot be estimated reliably. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

TRUELAYER GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 21 -

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.16
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.17
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Bad debt provision

In determining whether there are any circumstances regarding a customer's inability to meet its financial obligation and whether a provision is required against the debt, the directors consider factors such as potential prevailing economic conditions in the industry and their potential impact on customers.

Fair value of convertible loan notes

The fair value of compound financial instruments is measured using valuation techniques including discounted cash flow models. The inputs into these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions relating to these factors could affect the report fair value of financial instruments.

TRUELAYER GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Judgements and key sources of estimation uncertainty
(Continued)
- 22 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Measurement of share based payment expense

Estimation and judgement is required in determining the fair value of shares at the date of award. The fair value is estimated using valuation techniques which take into account the award's terms, the risk-free interest rate and the expected volatility of the market price of the shares in the company.

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Revenue
12,430,271
4,138,147

The group's revenue is generated solely from its principal activity.

 

The group has chosen not to disclose revenue by geographical market as they believe this to be seriously prejudicial to the group's business interests.

4
Operating loss
2023
2022
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange losses/(gains)
219,653
(3,310,980)
Depreciation of owned tangible fixed assets
853,365
693,518
(Profit)/loss on disposal of tangible fixed assets
(7,581)
38,323
Share-based payments
7,443,658
8,220,539
Operating lease charges
1,742,539
746,082
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
6,000
5,000
Audit of the financial statements of the company's subsidiaries
36,500
35,500
42,500
40,500
For other services
Other taxation services
1,815
3,250
All other non-audit services
9,420
8,650
11,235
11,900
TRUELAYER GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Engineering & Product
141
218
-
-
Commercial & Marketing
148
142
-
-
Executive & Admin
57
74
3
3
Total
346
434
3
3

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
29,935,579
32,055,401
-
0
-
0
Social security costs
4,197,513
4,574,826
-
-
Pension costs
1,089,503
1,147,044
-
0
-
0
Share-based payment expense
7,443,658
8,220,539
42,666,253
45,997,810
-
0
-
0
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
334,373
334,532
Group pension contributions to defined contribution schemes
13,900
13,600
348,273
348,132
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
164,763
166,513
Group pension contributions to defined contribution schemes
6,800
6,800
TRUELAYER GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
2,492,375
485,732
9
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
39
-
Interest payable on financial liabilities
102,945
-
Total finance costs
102,984
-
0
10
Fair value adjustment on financial instruments
2023
2022
£
£
Fair value (losses)/gains on financial instruments
(Loss)/gain on convertible loan notes held at fair value through profit and loss
(3,883,231)
20,492,634
11
Taxation
2023
2022
£
£
Current tax
UK corporation tax credit for the current period
-
0
(1,486,030)
Adjustments in respect of prior periods
(568,492)
542,656
Total UK current tax
(568,492)
(943,374)
Foreign current tax on profits for the current period
54,256
2,332
Total current tax
(514,236)
(941,042)

In March 2021, the 2021 budget announced an increase in the UK corporation tax rate from 19% to 25% from 1 April 2023 for taxable profits above £50,000.

TRUELAYER GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
11
Taxation
(Continued)
- 25 -

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Loss before taxation
(55,562,200)
(40,340,527)
Expected tax credit based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
(13,068,229)
(7,664,700)
Tax effect of expenses that are not deductible in determining taxable profit
1,624,076
1,324,677
Tax effect of income not taxable in determining taxable profit
(133,712)
-
0
Unutilised tax losses carried forward
12,900,253
9,052,409
Change in unrecognised deferred tax assets
908,821
155,326
Adjustments in respect of prior years
(568,492)
542,655
Effect of change in corporation tax rate
(808,765)
-
Depreciation on assets not qualifying for tax allowances
125,683
(30,549)
Other permanent differences
-
0
1,560
Tax relief on share options
(1,653,852)
(542,359)
Effect of overseas tax rates
53,277
-
0
Fair value (gains)/losses not (taxable)/deductible
106,704
(3,780,061)
Taxation credit
(514,236)
(941,042)

The group has estimated tax losses of £152m (2022: £106m) to use against future trading profits. These losses relate to subsidiaries that have a history of losses, do not expire, and may not be used to offset taxable income elsewhere in the group. A deferred tax asset on these losses has not been recognised as there is currently insufficient evidence that the subsidiaries will generate sufficient profits in the near future to utilise them.

TRUELAYER GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
12
Tangible fixed assets
Group
Leasehold improvements
Assets under construction
Fixtures and fittings
Computer equipment
Total
£
£
£
£
£
Cost
At 1 January 2023
787,480
61,829
564,181
1,119,817
2,533,307
Additions
3,591,456
-
0
307,992
110,779
4,010,227
Disposals
(787,480)
-
0
-
0
(146,864)
(934,344)
Transfers
61,829
(61,829)
-
0
(170)
(170)
Exchange adjustments
-
0
-
0
-
0
(2,578)
(2,578)
At 31 December 2023
3,653,285
-
0
872,173
1,080,984
5,606,442
Depreciation
At 1 January 2023
519,709
-
0
294,894
599,644
1,414,247
Depreciation charged in the year
416,531
-
0
133,033
303,801
853,365
Eliminated in respect of disposals
(787,480)
-
0
-
0
(128,265)
(915,745)
Transfers
-
0
-
0
-
0
(412)
(412)
Exchange adjustments
-
0
-
0
-
0
(264)
(264)
At 31 December 2023
148,760
-
0
427,927
774,504
1,351,191
Carrying amount
At 31 December 2023
3,504,525
-
0
444,246
306,480
4,255,251
At 31 December 2022
267,771
61,829
269,287
520,173
1,119,060
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
13
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
199,000,401
199,000,401
Unlisted investments
385,923
385,923
-
0
-
0
385,923
385,923
199,000,401
199,000,401
TRUELAYER GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
13
Fixed asset investments
(Continued)
- 27 -
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 1 January 2023 and 31 December 2023
385,923
Carrying amount
At 31 December 2023
385,923
At 31 December 2022
385,923
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 and 31 December 2023
199,000,401
Carrying amount
At 31 December 2023
199,000,401
At 31 December 2022
199,000,401
14
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
TrueLayer (Jersey) Limited
22 Grenville Street, St Helier, Jersey JE4 8PX
Ordinary
100.00
-
TrueLayer Limited
Part Ground Floor (East), Floors 6 and 7, The Gilbert, 40 Finsbury Square, London, EC2A 1PX
Ordinary
0
100.00
TrueLayer (Europe) Limited
25-28 North Wall Quay, Dublin 1, Ireland
Ordinary
0
100.00
TrueLayer (Ireland) Limited
25-28 North Wall Quay, Dublin 1, Ireland
Ordinary
0
100.00
TrueLayer (Australia) Pty Limited
Level 13, 333 George Street, Sydney, NSW 2000
Ordinary
0
100.00
TRUELAYER GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
15
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,580,522
849,614
-
0
-
0
Corporation tax recoverable
339
2,972,059
-
0
-
0
Amounts owed by group undertakings
-
-
14,134
8,945
Other debtors
1,602,756
600,614
-
0
-
0
VAT recoverable
1,001,731
314,420
Prepayments and accrued income
2,138,027
1,566,518
-
0
-
0
6,323,375
6,303,225
14,134
8,945
16
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Trade creditors
1,867,835
889,362
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
13
-
0
Other taxation and social security
1,256,371
1,213,623
-
-
Other creditors
211,271
194,013
-
0
-
0
Accruals and deferred income
2,896,999
1,497,981
103,478
-
0
6,232,476
3,794,979
103,491
-
0
17
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Convertible loans
10,624,014
7,092,204
10,624,014
7,092,204

During 2020, the group issued convertible loan notes amounting to $25m in exchange for cash. The conditions attached to the loan notes are such that they do not meet the criteria to account for them as compound instruments and instead are required to be carried at fair value with movements accounted for through profit and loss account.

 

In accordance with the requirements to carry out a fair value assessment based on the assessed market value of shares, management undertook a review of the fair value of loan notes held as at year end, the results of which determined that a fair value gain of $4.9m (£3.9m) be accounted for in the profit and loss account as at year end.

 

The value of the loan included within creditors due greater than one year represents the loan principal of the remaining notes in issuance and the movement in fair value as calculated in accordance with the accounting policy of the company per Note 1.

TRUELAYER GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
18
Provisions for liabilities
Group
Company
2023
2022
2023
2022
£
£
£
£
Dilapidations
380,275
38,175
-
-
Movements on provisions:
Dilapidations
Group
£
At 1 January 2023
38,175
Additional provisions in the year
342,100
At 31 December 2023
380,275

The group is required to vacate buildings occupied under operating leases in good repair at the end of the lease. Provision has been made for the estimated cost of this.

19
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
1,089,503
1,147,044

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

20
Share-based payment transactions
Group
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
$
$
Outstanding at 1 January 2023
302,125
337,614
0.13
0.13
Granted
68,383
121,525
0.13
0.13
Cancelled
(38,809)
(78,205)
0.13
0.13
Exercised
(56,143)
(78,809)
0.13
0.13
Outstanding at 31 December 2023
275,556
302,125
0.13
0.13
Exercisable at 31 December 2023
180,369
194,798
0.13
0.13

The options outstanding at 31 December 2023 had an exercise price of $0.13, and a remaining contractual life of between 6 and 10 years.

TRUELAYER GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
20
Share-based payment transactions
(Continued)
- 30 -
Group

The weighted average fair value of options granted in the year was determined using the Black-Scholes option pricing model. The Black-Scholes model is considered to apply the most appropriate valuation method.

 

The expected life used in the model has been adjusted, based on management’s best estimate, for the effect of non-transferability, exercise restrictions, and behavioural considerations.

 

Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date. Service conditions and non-market performance conditions are taken into account by adjusting the number of options expected to vest at each reporting date.

Inputs were as follows:
2023
2022
Weighted average share price
$86.39
$106.47
Weighted average exercise price
$0.13
$0.13
Expected volatility
40.00
33.00
Expected life
7.00
10.00
Risk free rate
0.04
0.02
Group
Company
2023
2022
2023
2022
£
£
£
£
Expenses recognised in the year
Arising from equity settled share based payment transactions
7,443,658
8,220,539
-
-

Share warrants

 

In October 2021, the company issued warrants to subscribe for up to 491,793 E Preference Shares to certain existing shareholders. The warrants can be exercised in tranches subject to certain conditions being met and expire on 31 December 2028.

 

During August 2022, the company issued warrants to subscribe for up to 474,378 ordinary shares. The warrants can be exercised in certain tranches subject to certain conditions being met and expire on 04 August 2032.

 

Management regularly monitor the conditions attaching to these warrants to determine whether an expense associated with these warrants needs to be recognised. As at the year end, the directors have determined that recognition criteria has not been met and so no expense has been recorded in the these financial statements.

21
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of $0.000001 each
1,102,560
1,062,371
2
2
Ordinary A shares of $0.000001 each
6,956
6,956
-
-
TRUELAYER GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
21
Share capital
(Continued)
- 31 -
2023
2022
2023
2022
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference A Shares of $0.000001 each
364,269
364,269
-
-
Preference B Shares of $0.000001 each
531,765
531,765
-
-
Preference C Shares of $0.000001 each
1,308,786
1,308,786
-
-
Preference D Shares of $0.000001 each
1,053,566
1,053,566
1
1
Preference E Shares of $0.000001 each
983,903
983,903
1
1
Seed Preference Shares of $0.000001 each
212,223
212,223
-
-
4,454,512
4,454,512
2
2
Preference shares classified as equity
2
2
Total equity share capital
4
4

All share classes rank pari passu in all respects but shall constitute separate classes of shares save that:

- holders of A, B, C, D and E Preference Shares and Series Seed Shares may at any time convert all, or any part of, their preference share holding into an equal number of Ordinary shares;

- holders of B, C, D and E Preference Shares are entitled to an annual non-cumulative dividend rate of 5% out of available profits, only upon director approval, in preferential order starting with E Preference shares

- holders of A Ordinary Shares are not entitled to receive any preference dividend or distribution from any available profits.

During the year the company issued the following shares:

- 40,189 Ordinary shares at $0.13 per share

22
Reserves
Share based payment reserve

Share based payment reserve relates to cumulative share based payment charges.

Profit and loss reserves

Profit and loss reserves represents accumulated comprehensive deficit for the year and prior periods.

23
Financial commitments, guarantees and contingent liabilities

The group's bankers have a fixed charge over certain bank accounts held by the group.

TRUELAYER GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 32 -
24
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
1,802,234
784,099
-
-
Between two and five years
7,194,124
2,581,388
-
-
In over five years
6,219,762
473,255
-
-
15,216,120
3,838,742
-
-
25
Events after the reporting date

There have been no significant events affecting the group since the year end.

26
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2023
2022
£
£
Aggregate compensation
936,729
752,966
Other information

The group has taken the exemptions available in FRS102 not to disclose transactions with wholly owned members of the group.

TRUELAYER GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 33 -
27
Cash absorbed by group operations
2023
2022
£
£
Loss for the year after tax
(55,047,964)
(39,399,485)
Adjustments for:
Taxation credited
(514,236)
(941,042)
Finance costs
102,984
-
0
Investment income
(2,492,375)
(485,732)
(Gain)/loss on disposal of tangible fixed assets
(7,581)
38,323
Depreciation and impairment of tangible fixed assets
853,365
693,518
Foreign exchange gains on cash equivalents
(351,429)
2,252,375
Fair value loss on convertible loan notes
3,883,231
(20,492,634)
Equity settled share based payment expense
7,443,658
8,220,539
Increase in provisions
342,100
-
Movements in working capital:
Increase in debtors
(2,991,870)
(636,028)
Increase in creditors
2,437,497
197,022
Cash absorbed by operations
(46,342,620)
(50,553,144)
28
Analysis of changes in net funds - group
1 January 2023
Cash flows
Other non-cash changes
Exchange rate movements
31 December 2023
£
£
£
£
£
Cash at bank and in hand
95,952,443
(44,446,306)
-
(29,652)
51,476,485
Convertible loan notes
(7,092,204)
-
(3,883,231)
351,421
(10,624,014)
88,860,239
(44,446,306)
(3,883,231)
321,769
40,852,471
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