| REGISTERED NUMBER: 10451957 (England and Wales) |
| 9FIN LIMITED |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| REGISTERED NUMBER: 10451957 (England and Wales) |
| 9FIN LIMITED |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 9FIN LIMITED (REGISTERED NUMBER: 10451957) |
| CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 3 |
| Report of the Independent Auditors | 5 |
| Consolidated Profit and loss account | 9 |
| Consolidated Balance Sheet | 10 |
| Company Balance Sheet | 11 |
| Consolidated Statement of Changes in Equity | 12 |
| Company Statement of Changes in Equity | 13 |
| Consolidated Cash Flow Statement | 14 |
| Notes to the Consolidated Cash Flow Statement | 15 |
| Notes to the Consolidated Financial Statements | 16 |
| 9FIN LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditor |
| 9-11 Vittoria Street |
| Birmingham |
| B1 3ND |
| 9FIN LIMITED (REGISTERED NUMBER: 10451957) |
| GROUP STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| The directors present their strategic report of the company and the group for the year ended 31 December 2024. |
| REVIEW OF BUSINESS |
| 9fin’s principal activity is to provide data, news and predictive analytics for debt capital markets. The Group has experienced a strong 2024, marked by significant revenue growth across both European and US markets. The company has not only maintained its strong performance in established verticals such as Leveraged Finance and Distressed Debt but has also achieved considerable traction in newer, high-growth areas like Private Credit and Structured Credit. This robust performance is a testament to 9fin's innovative AI-powered data and analytics platform, strategic market expansion, and a growing client base among leading financial institutions. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| Whilst the prevailing macro-environment presents a principal risk, 9fin’s participation across the full spectrum of debt markets provides inherent resilience. |
| FINANCIAL PERFORMANCE |
| Revenue grew by 103% from £7.2m in 2023 to £14.7m in 2024, reflecting the Group’s continued strong year-on-year growth. The Company concluded 2024 in a very strong financial position, bolstered by a $50 million Series B funding round in December 2024, led by Highland Europe. |
| FUTURE PLANS |
| Going forward, the Group intends to utilise the material Series B capital investment to accelerate US expansion, invest in proprietary technology and continue its expansion into new debt capital market verticals. In doing so, the Group intends to consolidate its position as one of the leading platforms for data relating to the debt capital markets globally. |
| ON BEHALF OF THE BOARD: |
| 14 July 2025 |
| 9FIN LIMITED (REGISTERED NUMBER: 10451957) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 December 2024. |
| EVENTS SINCE THE END OF THE YEAR |
| Information relating to events since the end of the year is given in the notes to the financial statements. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report. |
| Other changes in directors holding office are as follows: |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| 9FIN LIMITED (REGISTERED NUMBER: 10451957) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| AUDITORS |
| The auditors, UHY Hacker Young (Birmingham) LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| 9FIN LIMITED |
| Opinion |
| We have audited the financial statements of 9fin Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Profit and loss account, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of 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: |
| - | give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's loss for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 the 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| 9FIN LIMITED |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify 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 the audit: |
| - | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| 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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the parent company financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| 9FIN LIMITED |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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: |
| - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud |
| or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is |
| sufficient an appropriate to provide a basis for our opinion. The risk of not detecting a material |
| misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve |
| collusion, forgery, intentional omissions, misrepresentations or the override of internal control. |
| - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that |
| are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness |
| of the internal control. |
| - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates |
| and related disclosures made by the directors. |
| - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based |
| on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that |
| may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a |
| material uncertainty exists, we are required to draw attention in our auditor's report to the related |
| disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our |
| conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, |
| future events or conditions may cause the company to cease to continue as a going concern. |
| - Evaluate the overall presentation, structure and content of the financial statements, including the |
| disclosures, and whether the financial statements represent the underlying transactions and events in a |
| manner that achieves fair presentation. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| 9FIN LIMITED |
| 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 a Report of the Auditors 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. |
| for and on behalf of |
| Statutory Auditor |
| 9-11 Vittoria Street |
| Birmingham |
| B1 3ND |
| 9FIN LIMITED (REGISTERED NUMBER: 10451957) |
| CONSOLIDATED PROFIT AND LOSS ACCOUNT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| TURNOVER | 14,672,046 | 7,225,240 |
| Cost of sales | 11,943,015 | 6,924,933 |
| GROSS PROFIT | 2,729,031 | 300,307 |
| Administrative expenses | 18,668,055 | 10,713,443 |
| OPERATING LOSS | 4 | (15,939,024 | ) | (10,413,136 | ) |
| Interest receivable and similar income | 496,486 | 440,116 |
| (15,442,538 | ) | (9,973,020 | ) |
| Interest payable and similar expenses | 5 | - | 1,682 |
| LOSS BEFORE TAXATION | (15,442,538 | ) | (9,974,702 | ) |
| Tax on loss | 6 | (385,678 | ) | (268,920 | ) |
| LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(15,056,860 |
) |
(9,705,782 |
) |
| Loss attributable to: |
| Owners of the parent | (15,056,860 | ) | (9,705,782 | ) |
| Total comprehensive income attributable to: |
| Owners of the parent | (15,056,860 | ) | (9,705,782 | ) |
| 9FIN LIMITED (REGISTERED NUMBER: 10451957) |
| CONSOLIDATED BALANCE SHEET |
| 31 DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 8 | 22,127 | 18,735 |
| Investments | 9 | - | - |
| 22,127 | 18,735 |
| CURRENT ASSETS |
| Debtors | 10 | 5,074,919 | 2,550,471 |
| Cash at bank | 46,659,574 | 16,683,183 |
| 51,734,493 | 19,233,654 |
| CREDITORS |
| Amounts falling due within one year | 11 | 11,700,849 | 5,454,990 |
| NET CURRENT ASSETS | 40,033,644 | 13,778,664 |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
40,055,771 |
13,797,399 |
| CAPITAL AND RESERVES |
| Called up share capital | 13 | 133,863 | 119,600 |
| Share premium | 14 | 70,189,752 | 30,521,511 |
| Share option reserve | 14 | 2,732,844 | 1,100,116 |
| Retained earnings | 14 | (33,000,688 | ) | (17,943,828 | ) |
| SHAREHOLDERS' FUNDS | 40,055,771 | 13,797,399 |
| The financial statements were approved by the Board of Directors and authorised for issue on 14 July 2025 and were signed on its behalf by: |
| S Hunter - Director |
| 9FIN LIMITED (REGISTERED NUMBER: 10451957) |
| COMPANY BALANCE SHEET |
| 31 DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 8 |
| Investments | 9 |
| CURRENT ASSETS |
| Debtors | 10 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 11 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 13 |
| Share premium | 14 |
| Share option reserve | 14 |
| Retained earnings | 14 | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS |
| Company's loss for the financial year | (7,016,460 | ) | (5,115,628 | ) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| 9FIN LIMITED (REGISTERED NUMBER: 10451957) |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Called up | Share |
| share | Retained | Share | option | Total |
| capital | earnings | premium | reserve | equity |
| £ | £ | £ | £ | £ |
| Balance at 1 January 2023 | 119,600 | (8,238,046 | ) | 30,521,511 | 558,487 | 22,961,552 |
| Changes in equity |
| Total comprehensive income | - | (9,705,782 | ) | - | - | (9,705,782 | ) |
| Share based payment option | - | - | - | 541,629 | 541,629 |
| Balance at 31 December 2023 | 119,600 | (17,943,828 | ) | 30,521,511 | 1,100,116 | 13,797,399 |
| Changes in equity |
| Issue of share capital | 14,263 | - | 39,668,241 | - | 39,682,504 |
| Total comprehensive income | - | (15,056,860 | ) | - | - | (15,056,860 | ) |
| Share based payment option | - | - | - | 1,632,728 | 1,632,728 |
| Balance at 31 December 2024 | 133,863 | (33,000,688 | ) | 70,189,752 | 2,732,844 | 40,055,771 |
| 9FIN LIMITED (REGISTERED NUMBER: 10451957) |
| COMPANY STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Called up | Share |
| share | Retained | Share | option | Total |
| capital | earnings | premium | reserve | equity |
| £ | £ | £ | £ | £ |
| Balance at 1 January 2023 | ( |
) |
| Changes in equity |
| Total comprehensive income | - | ( |
) | - | ( |
) |
| Share based payment option | - | - | - | 541,629 | 541,629 |
| Balance at 31 December 2023 | ( |
) |
| Changes in equity |
| Issue of share capital | - | - |
| Total comprehensive income | - | ( |
) | - | ( |
) |
| Share based payment option | - | - | - | 1,632,728 | 1,632,728 |
| Balance at 31 December 2024 | ( |
) |
| 9FIN LIMITED (REGISTERED NUMBER: 10451957) |
| CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | (10,573,683 | ) | (8,054,819 | ) |
| Interest paid | - | (1,682 | ) |
| Tax paid | 385,678 | 268,920 |
| Net cash from operating activities | (10,188,005 | ) | (7,787,581 | ) |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | (14,594 | ) | (945 | ) |
| Interest received | 496,486 | 440,116 |
| Net cash from investing activities | 481,892 | 439,171 |
| Cash flows from financing activities |
| Share issue | 39,682,504 | 282,869 |
| Net cash from financing activities | 39,682,504 | 282,869 |
| Increase/(decrease) in cash and cash equivalents | 29,976,391 | (7,065,541 | ) |
| Cash and cash equivalents at beginning of year |
2 |
16,683,183 |
23,748,724 |
| Cash and cash equivalents at end of year |
2 |
46,659,574 |
16,683,183 |
| 9FIN LIMITED (REGISTERED NUMBER: 10451957) |
| NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 2024 | 2023 |
| £ | £ |
| Loss before taxation | (15,442,538 | ) | (9,974,702 | ) |
| Depreciation charges | 11,202 | 9,432 |
| Share based payment option | 1,632,728 | 541,629 |
| Finance costs | - | 1,682 |
| Finance income | (496,486 | ) | (440,116 | ) |
| (14,295,094 | ) | (9,862,075 | ) |
| Increase in trade and other debtors | (2,524,448 | ) | (1,198,342 | ) |
| Increase in trade and other creditors | 6,245,859 | 3,005,598 |
| Cash generated from operations | (10,573,683 | ) | (8,054,819 | ) |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 31 December 2024 |
| 31.12.24 | 1.1.24 |
| £ | £ |
| Cash and cash equivalents | 46,659,574 | 16,683,183 |
| Year ended 31 December 2023 |
| 31.12.23 | 1.1.23 |
| £ | £ |
| Cash and cash equivalents | 16,683,183 | 23,748,724 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1.1.24 | Cash flow | At 31.12.24 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 16,683,183 | 29,976,391 | 46,659,574 |
| 16,683,183 | 29,976,391 | 46,659,574 |
| Total | 16,683,183 | 29,976,391 | 46,659,574 |
| 9FIN LIMITED (REGISTERED NUMBER: 10451957) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 1. | STATUTORY INFORMATION |
| 9fin Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Related party exemption |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| Revenue recognition policy |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. Turnover from the rendering of software as a service is recognised on a straight line basis over the period of the license, as costs incurred in relation to the transaction cannot be measured reliably and services are performed by an indeterminate number of acts over the license period. |
| Tangible fixed assets |
| Tangible fixed assets are stated at cost or valuation less depreciation. Depreciation is provided on all tangible fixed assets as follows: |
| Straight |
| line (years | ) |
| Computer equipment | 5 |
| Fixtures and fittings | 5 |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| 9FIN LIMITED (REGISTERED NUMBER: 10451957) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Foreign currency translation and operations policy |
| The financial statements have been prepared in the functional currency, pounds sterling, rounded to the nearest £1. |
| Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss. |
| Hire purchase and leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
| 9FIN LIMITED (REGISTERED NUMBER: 10451957) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Share based payments |
| 9Fin Limited operates an equity settled shared-based scheme under which 9Fin Limited group companies received services from employees as consideration for equity instruments (options) in the parent. The fair value of the employee services received in exchange for the grant of the options is recognised as an expense. Where the share awards have non-market related performance criteria, the Black Scholes option valuation model has been used to establish fair value. At the end of each reporting period, the number of options that are expected to vest based on the non-market conditions are revised and the impact of the revision to original estimates, if any, is recognised in the profit and loss statement with a corresponding adjustment to equity. |
| The grant by the parent company of options over its equity instruments to the employees of subsidiary undertakings is treated as a capital contribution. The fair value of employee services received, measured by reference to the grant date fair value, is recognised over the vesting period in the profit and loss statement, with a corresponding credit to equity in the subsidiary's financial statements only to the extent not recharged to the subsidiary. |
| The social security contributions payable in connection with the grant of the share options are considered an integral part of the grant itself, and the charge is treated as a cash-settled transaction. |
| Further details of the underlying schemes can be found in the 9Fin Limited financial statements. |
| Going concern |
| The Directors have undertaken a thorough assessment of the Company's financial forecasts to June 2026. The Directors have reviewed the financial strength of the company, its financial forecasts and the stress testing of those forecasts, concluding that the company has sufficient resources to meet its obligations as they fall due. It is therefore appropriate to prepare the Company's financial statements on a going concern basis. The Directors therefore continue to adopt the going concern basis of accounting in preparing these financial statements. |
| Key judgments and sources of estimation uncertainty |
| When utilising the Black-Scholes model to derive the fair value of share options which have been recognised as share-based payments, assumptions have been made regarding: volatility, underlying ordinary share prices at grant date and rate of attrition. These estimates have been benchmarked against other companies in the same industry, but carry a significant risk of causing a material adjustment to the share-based payment expense recognised in profit and loss. The expense recognised in the current year is £1,632,728 (2023: £541,629). Details around share based payments are disclosed in note 16. |
| 3. | EMPLOYEES AND DIRECTORS |
| 2024 | 2023 |
| £ | £ |
| Wages and salaries | 22,087,740 | 11,600,721 |
| Social security costs | 1,145,564 | 595,200 |
| Other pension costs | 392,420 | 134,754 |
| 23,625,724 | 12,330,675 |
| 9FIN LIMITED (REGISTERED NUMBER: 10451957) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 3. | EMPLOYEES AND DIRECTORS - continued |
| The average number of employees during the year was as follows: |
| 2024 | 2023 |
| Employees |
| The average number of employees by undertakings that were proportionately consolidated during the year was 60 (2023 - 32 ) . |
| Included within wages and salaries is share based options of £1,632,728 (2023: £541,629). Also included within wages and salaries is staff restructuring costs of £137,077 (2023: £26,583). |
| 2024 | 2023 |
| £ | £ |
| Directors' remuneration | 384,513 | 342,586 |
| Directors' pension contributions to money purchase schemes | 12,950 | 9,836 |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes | 1 | 2 |
| Information regarding the highest paid director is as follows: |
| 2024 | 2023 |
| £ | £ |
| Emoluments etc | 199,513 | 177,656 |
| Pension contributions to money purchase schemes | - | 3,650 |
| Director's received benefits in 2024 totalling £628 (2023: £931). |
| 4. | OPERATING LOSS |
| The operating loss is stated after charging/(crediting): |
| 2024 | 2023 |
| £ | £ |
| Hire of plant and machinery | 257,197 | 154,157 |
| Depreciation - owned assets | 11,202 | 9,431 |
| Auditors' remuneration | 22,000 | 9,000 |
| Auditors' remuneration for non audit work | 3,000 | 4,500 |
| Foreign exchange differences | (174,692 | ) | 855,239 |
| Operating lease payments | 1,461,952 | 881,916 |
| Component auditor remuneration | 35,219 | - |
| 9FIN LIMITED (REGISTERED NUMBER: 10451957) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2024 | 2023 |
| £ | £ |
| Bank interest | - | 1,682 |
| 6. | TAXATION |
| Analysis of the tax credit |
| The tax credit on the loss for the year was as follows: |
| 2024 | 2023 |
| £ | £ |
| Current tax: |
| R&D Tax Credit | (385,678 | ) | (268,920 | ) |
| Tax on loss | (385,678 | ) | (268,920 | ) |
| Reconciliation of total tax credit included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2024 | 2023 |
| £ | £ |
| Loss before tax | (15,442,538 | ) | (9,974,702 | ) |
| Loss multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 25 %) |
(3,860,635 |
) |
(2,493,676 |
) |
| Effects of: |
| Expenses not deductible for tax purposes | 324,162 | 96,957 |
| Capital allowances in excess of depreciation | (2,047 | ) | - |
| Depreciation in excess of capital allowances | - | 659 |
| SME R&D Enhancement | (445,811 | ) | (292,809 | ) |
| Foreign losses not subject to UK Corporation tax | 2,010,100 | 1,147,539 |
| Losses surrendered | 964,196 | 595,143 |
| Unrelieved losses | 1,010,035 | 946,187 |
| SME R&D credit | (385,678 | ) | (268,920 | ) |
| Total tax credit | (385,678 | ) | (268,920 | ) |
| 7. | INDIVIDUAL PROFIT AND LOSS ACCOUNT |
| As permitted by Section 408 of the Companies Act 2006, the Profit and loss account of the parent company is not presented as part of these financial statements. |
| 9FIN LIMITED (REGISTERED NUMBER: 10451957) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 8. | TANGIBLE FIXED ASSETS |
| Group |
| Fixtures |
| and | Computer |
| fittings | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1 January 2024 | - | 47,160 | 47,160 |
| Additions | 14,594 | - | 14,594 |
| At 31 December 2024 | 14,594 | 47,160 | 61,754 |
| DEPRECIATION |
| At 1 January 2024 | - | 28,425 | 28,425 |
| Charge for year | 1,839 | 9,363 | 11,202 |
| At 31 December 2024 | 1,839 | 37,788 | 39,627 |
| NET BOOK VALUE |
| At 31 December 2024 | 12,755 | 9,372 | 22,127 |
| At 31 December 2023 | - | 18,735 | 18,735 |
| Company |
| Fixtures |
| and | Computer |
| fittings | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1 January 2024 |
| Additions |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 9FIN LIMITED (REGISTERED NUMBER: 10451957) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 9. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 January 2024 |
| Additions |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| Subsidiary Undertakings |
| The following is a subsidiary undertaking of the parent entity: |
| Name: 9Fin Inc. |
| Class of shares: Ordinary |
| Holding: 100% |
| The subsidiary company is incorporated in the United States and is registered at the address below: |
| 1209 Orange Street, |
| Wilmington, |
| DE 19801, |
| United States. |
| 10. | DEBTORS |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Amounts falling due within one year: |
| Trade debtors | 3,914,158 | 1,571,547 |
| Other debtors | 643,513 | 432,712 |
| Prepayments and accrued income | 517,248 | 546,212 |
| 5,074,919 | 2,550,471 |
| 9FIN LIMITED (REGISTERED NUMBER: 10451957) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 10. | DEBTORS - continued |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Amounts falling due after more than | one year: |
| Amounts owed by group undertakings | - | - |
| Aggregate amounts | 5,074,919 | 2,550,471 |
| Loans made to group undertakings are interest free, with no specified repayment date. |
| 11. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Trade creditors | 136,968 | 132,501 |
| Other creditors | 1,499,992 | 834,719 |
| Accruals and deferred income | 10,063,889 | 4,487,770 |
| 11,700,849 | 5,454,990 |
| 12. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Group |
| Non-cancellable | operating leases |
| 2024 | 2023 |
| £ | £ |
| Within one year | 1,408,914 | 1,377,878 |
| Between one and five years | 311,240 | 1,356,441 |
| 1,720,154 | 2,734,319 |
| 9FIN LIMITED (REGISTERED NUMBER: 10451957) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 12. | LEASING AGREEMENTS - continued |
| Company |
| Non-cancellable | operating leases |
| 2024 | 2023 |
| £ | £ |
| Within one year |
| Between one and five years |
| 13. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary | 0.01 | 63,339 | 63,206 |
| Preferred | 0.01 | 70,524 | 56,394 |
| 133,863 | 119,600 |
| 14. | RESERVES |
| Group |
| Share |
| Retained | Share | option |
| earnings | premium | reserve | Totals |
| £ | £ | £ | £ |
| At 1 January 2024 | (17,943,828 | ) | 30,521,511 | 1,100,116 | 13,677,799 |
| Deficit for the year | (15,056,860 | ) | (15,056,860 | ) |
| Bonus share issue | - | 39,668,241 | - | 39,668,241 |
| Share based payment option | - | - | 1,632,728 | 1,632,728 |
| At 31 December 2024 | (33,000,688 | ) | 70,189,752 | 2,732,844 | 39,921,908 |
| 9FIN LIMITED (REGISTERED NUMBER: 10451957) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 14. | RESERVES - continued |
| Company |
| Share |
| Retained | Share | option |
| earnings | premium | reserve | Totals |
| £ | £ | £ | £ |
| At 1 January 2024 | ( |
) | 19,276,505 |
| Deficit for the year | ( |
) | ( |
) |
| Bonus share issue |
| Share based payment option | - | - | 1,632,728 | 1,632,728 |
| At 31 December 2024 | ( |
) | 53,561,014 |
| 15. | POST BALANCE SHEET EVENTS |
| On 21st March 2025, 9fin Ltd completed the 100% acquisition of Bond Radar Ltd. |
| 9FIN LIMITED (REGISTERED NUMBER: 10451957) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 16. | SHARE-BASED PAYMENT TRANSACTIONS |
| The company operates multiple equity settled Share Option Schemes. The options are granted with a fixed exercise price determined at the grant option. The options vest over a period of up to 4 years following the date of the grant. Employees are not entitled to dividends until the shares are exercised. Vesting of options is subject to continued employment with the company. |
| 31 December |
31 December |
31 December |
31 December |
| 2024 | 2024 | 2023 | 2023 |
| Weighted | Weighted |
| Average | Average |
| Exercise | Exercise |
| Price (pence | ) | Number | Price (pence | ) | Number |
| Share options schemes | 174.10 | 1,008,790 | 40.11 | 636,001 |
| 31 December |
31 December |
| 2024 | 2023 |
| Number | Number |
| Brought forward | 636,001 | 507,101 |
| Granted in the period | 427,211 | 175,757 |
| Exercised in the period | (13,240 | ) | - |
| Forfeited in the period | (41,182 | ) | (46,857 | ) |
| Carried forward | 1,008,790 | 636,001 |
| Exercisable quantity (vested) | 504,390 | 375,817 |
| The company is unable to directly measure the fair value of employee services received. Instead the fair value of the share options granted during the year is determined using the Black-Scholes model. |
| The total charge for the year recognised as administrative expenses was £1,632,728 (2023: £541,629). |