The directors present the strategic report for the year ended 31 December 2024.

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.

By the close of 2024, TrueLayer has firmly cemented its position as the UK and European leader in open banking payments, surpassing 10 million consumers in our network - and continued to grow to more than 13 million by the end of Q1 of 2025. Our total payment volume (TPV) soared to more than £43 billion in the financial year, and we processed more than 188 million transactions over the same period, both almost doubling year over year - a clear signal of accelerating adoption and deepening market relevance.

TrueLayer continues to maintain market leadership across the UK and Europe. In the UK, we process more than 40% of all open banking payments, and hold dominant shares in key EU markets — ranging from 40% in Ireland to 80% in France. Our growth to date has been fuelled by a dominant market share in regulated industries, but in 2024, we set a new company-wide strategic priority: bring Pay by Bank to eCommerce.

Pay by Bank is a payment method with several unique key benefits for eCommerce merchants and consumers versus traditional card payment networks and wallets.

• Superior user experience: One-click checkout with biometric authentication using your mobile device and banking app. No sign-up, no-opt in, no passwords required.

• Secure: Fraud reduction with inbuilt strong customer authentication and biometrics.

• Instant: Real time payments ,refunds and withdrawals.

• More efficient: High conversion for merchants, with lower total cost of payments as we simplify the payment process and remove intermediaries.

Our eCommerce strategic priority has been bold by design. Our aim is to work with the world’s largest enterprise eCommerce merchants as early adopters, where Pay by Bank delivers maximum impact. These merchants not only unlock immediate savings and improved user experience for their customers at scale, but in doing so they themselves also become powerful catalysts of Pay by Bank adoption, educating millions of consumers and triggering industry-wide “fast follower” adoption.

The early results of this strategy are extremely promising. Throughout 2024 alone, TrueLayer’s eCommerce payment transactions grew by almost 5x, and our products are already live with some of the most recognisable names in global commerce, including Lastminute.com, Ryanair, and Uber. We have continued to win major RFPs with top-tier global merchants, with new launches planned throughout 2025.

In food delivery and groceries specifically, we’ve already secured a category-leading position, processing millions of orders with merchants like Just Eat Takeaway and Papa Johns.

Following these major wins and go-lives, merchant interest is surging. Our research, in collaboration with Juniper Research, shows:

• 90% of merchants either have Pay by Bank on their immediate roadmap or plan to add it soon.

• 80% of those planning to adopt expect to start building within the next 12 months.

And it’s not just merchants - consumer demand is also accelerating. Almost 30 million Pay by Bank payments are made every month in the UK (1). Nearly 2 in 3 shoppers feel comfortable using Pay by Bank for online purchases, and 23% already use it regularly. Among consumers making lower-value purchases (under £50), 62% are happy to use Pay by Bank, which signals a breakthrough in everyday spend categories like takeaways, fashion, tickets, and retail.

TrueLayer is uniquely positioned to lead this secular shift, combining market leadership, superior product experience, deep vertical expertise, and partnerships with the most influential brands in the world.

Beyond eCommerce, we remain the go-to partner for regulated industries, including fintech, crypto, and iGaming. We’re proud to power payments for Coinbase, Revolut, Nutmeg (JP Morgan), Trading212, Remitly, Flutter Entertainment, Entain, William Hill and more.

Looking Ahead

In addition to strong merchant and consumer adoption, there are strong regulatory and political tailwinds supporting the adoption of Pay by Bank:

• The UK’s National Payments Vision aims to make seamless account-to-account payments ubiquitous (2).
  

• The FCA is actively shaping the next phase of Pay by Bank to unlock new capabilities and growth. Meanwhile, the PSR has flagged that Mastercard and Visa fee hikes have cost UK businesses over £170m a year, and concluded that the market is not working well (3).
  

• EU and UK policymakers are pushing to boost payments resilience by reducing reliance on foreign technologies and supporting homegrown solutions (4).

With unmatched momentum, proven scale, and a product that consumers and merchants love, TrueLayer is at the forefront of a tipping point in the payment revolution. We are leading the industry-wide shift to Pay by Bank.

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").

Financial review

2024 was another strong year for TrueLayer’s revenue growth with revenue increasing 63% to £20,315,326 (2023: £12,430,271), while gross profit grew 82% to £14,199,989 (2023: £7,787,983).

2024 was another pivotal year in terms of infrastructure investment, product, and feature development, in line with our expansion into eCommerce and as we continue to work with some of the world’s largest and most sophisticated online brands. We see this infrastructure spend as a critical asset and prudent investment in scalability. It will enable us to immediately meet the rapidly growing consumer and merchant demand for Pay by Bank, accelerating volume and revenue scale.

In addition, in Q4 2024 we took steps to increase our velocity towards profitability, including streamlining operational costs and reducing headcount costs, which we expect to be reflected in next year’s financial results. Including the proceeds of our Series E fundraising extension announced in Q4 2024, we are well capitalised to continue to execute on our strategy and deliver long term growth. In 2024, we ended the year with £46,394,280 cash on our balance sheet.

Overall this was another significant year of growth for the company and has laid strong foundations for continued success in 2025.

Future Economic Outlook

During 2024 and early 2025 the group closely monitored the continued uncertainty in the global macroeconomic outlook. In response to inflationary pressures, interest rate changes and market turbulence, the group continued to strengthen its liquidity stress testing procedures, and diversify its banking partners. It remains adequately resourced to adapt as required.

Pay by Bank is a lower cost and more efficient payment method than traditional payment incumbents. The group sees an opportunity to support merchants through periods of macroeconomic volatility, and deliver better business and consumer outcomes for its customers.

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.

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 the foremost 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.

Compliance & 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 mindful of 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.

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 company 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:

• the likely consequences of any decision in the long term;

• the interests of the company’s employees;

• the need to foster the company's business relationships with suppliers, customers and others;

• the impact of the company's operations on the community and the environment;

• the desirability of the company's maintaining a reputation for high standards of business conduct; and

• the need to act fairly between members of the company.

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 Company for the benefit of its stakeholders, and in doing so, have fulfilled their duty accordingly, and as outlined below:

• Likely consequence of any decision in the long term: As the board of directors, we behave responsibly and ensure that senior management operate the business in a responsible manner. Management achieves this through the deployment of decision making frameworks which ensure alignment to the company’s long term strategic objectives and goals. In addition, the Board of Directors seek to ensure that TrueLayer maintains the high standards of business conduct which the board of directors has set out for the company. The board monitors adherence to these standards through attendance at regular internal management and committee meetings.

• As the board of directors, we are committed to open engagement with our investors. It is of vital importance to us that our investors understand and align with our strategy and long term goals. We ensure there is consensus and agreement with our strategy by way of clear and concise communication. We welcome and encourage feedback from our investors and ensure that any issues or concerns raised, are properly considered and factored into the strategy of the company. Through strategic scaling efforts, we successfully renegotiated our Cost of Sales and slightly decreased our administrative expenses compared to the 2023 financial year. Our strategic business plan is aligned with the rest of the group and our performance is monitored on a monthly basis against this plan.

• Interest of our Employees: Our employees are considered paramount to the success of our company, and are a vital component to the services we provide to our customers. Our aim is to be a responsible employer, and we achieve this through our approach to pay and benefits, supported by our Compensation Philosophy, and annualised Gender Pay Gap reporting. In addition, the company’s policy is to consult and discuss with employees matters which may likely impact or affect their interests. This is achieved through company wide meetings held on a monthly basis.

• Community and Environment: At TrueLayer we take pride in being an active member of our community. We engage and support our communities through participation (employees are encouraged to take advantage of an annual paid volunteer day), and charitable giving to Career Accelerator Programmes and other community fundraising activities.

• Business Relationships with Customers, Suppliers and Others: As we continue to scale our business, the company’s focus is to build and maintain our business relationships. Value People is our most important company value and we strongly believe in a culture of collaboration. At TrueLayer, we value each and every one of our customers and suppliers and we maintain these relationships through regular engagement and communication. TrueLayer is committed to dealing with Customers and Suppliers in a fair and ethical fashion. It is important for firms such as TrueLayer to engage openly with regulators, particularly in the current climate. We actively engage with and provide timely information to all our regulators, including the Financial Conduct Authority and Central Bank of Ireland.

• Principal Decisions/Risks & Uncertainties: As our services provided grow, our risk environment also becomes more complex. Therefore, it is important that TrueLayer effectively identify, evaluate, manage and mitigate for the risks the company faces. For details of our Principal Risks & uncertainties, and strategic decision making in the period please defer to our Strategic Report.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

During the financial year ended 31 December 2024, the company maintained the following branch outside the UK:

• Location: Italy

• Activities: Engineering, commercial and support services

The results for the year are set out on page 13.

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 (2023: £nil).

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

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year, subject to the conditions set out in Section 234 of the Companies Act 2006. These provisions remain in force at the reporting date.

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.

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.

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

Cashflow risk

The company manages cash flow risk by ensuring cash balances are maintained at a level sufficient to fund its daily operations.

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.

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.

In accordance with section 467(2) of the Companies Act 2006, the auditor Ernst & Young Chartered Accountants who were appointed during the period, will continue in office in accordance with section 485 of the Companies Act 2006.

During the year the group was responsible for the emission of the following tonnes of CO2 during the course of its business activities. It is a requirement for large companies to disclose this information and the figures stated cover the UK and Milan offices.

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

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

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

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.

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:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

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.

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 2024 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 the related notes 1 to 29, 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 the parent company's 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 Auditor's 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 parent company's ability to continue as a going concern for a period of 12 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. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the group’s ability to continue as a going concern.

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:

• The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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 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:

• adequate accounting records have not been kept, 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.

As explained more fully in the directors' responsibilities statement set out on page 9, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach was as follows:

• We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant is the Companies Act 2006 in the United Kingdom.

• We understood how Truelayer Group Holdings Limited is complying with these frameworks by making inquiries of key management, and those responsible for legal and compliance matters. We also reviewed the shareholder resolutions of the Board and gained an understanding of the Company’s governance framework.

• We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by holding discussions with key management. We also reviewed the Company’s fraud-related policies.

• Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved inquiring of key management, reviewing the key policies and reviewing correspondence exchanged with regulatory bodies.

A further description of our responsibilities for the audit of the financial statements is located 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.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the period was £2,492,612.

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.

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 GBP (£), 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:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

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 2024. 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.

Notwithstanding the loss for the year of £37,222,842, 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.   

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.

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:

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.

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.

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.

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.

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.

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, 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.

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.

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.

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, 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.

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.

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

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.

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

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.

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.

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.

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

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.

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.

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.

Transactions in currencies other than GBP (£) 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.

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.

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

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.

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.

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.

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.

The total revenue of the Company for the year has been primarily derived from its principal activity.

An analysis of turnover is not disclosed in line with Schedule 1 of Statutory Instrument 2008 No.410.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 2).

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:

The group has estimated tax losses of £163m (2023: £152m) 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.

Details of the company's subsidiaries at 31 December 2024 are as follows:

Amounts owed by other group undertakings are unsecured, non-interest bearing and repayable on demand.

VAT recoverable relates to VAT amounts due from HMRC and Italian tax authorities.

Accruals and deferred income are made up of general operating expense accruals, deferred rent accruals for properties in the UK and Italy, employee vacation accruals and commission accruals.

Amounts owed to other group undertakings are unsecured, non-interest bearing and repayable on demand.

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 loss of £2,999,986 (2023: gain £3,883,231) 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.

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.

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.

The options outstanding at 31 December 2024 had an exercise price of $0.13, and a remaining contractual life of between 1 and 10 years.

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.

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.

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:

- 32,021 Ordinary shares at $0.13 per share

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

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

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

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:

All material information has been reflected in the financial statements as at the balance sheet date, and there have been no subsequent events that would materially affect the financial position or performance of the group.

The remuneration of key management personnel is as follows.

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

The group safeguards merchant funds in accordance with the Payment Services Regulations 2018. As at 31 December 2024, the group held the following balances in accounts with financial institutions:

- GBP £14.5m (2023: £11.8m)

- EUR €70.1m (2023: €136.4m)

These funds are held in segregated safeguarded accounts in the name of the group's merchants. These balances are not recorded on the Balance Sheet.