Certain
information contained in this announcement would have been deemed
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) No 596/2014 ('MAR'), which is part of UK law
by virtue of the European Union (Withdrawal) Act 2018, until the
release of this announcement
23 April
2024
Fiinu
Plc
("Fiinu", the "Company" or the "Group")
Final
Results
Fiinu, a
fintech group, creator of the Plugin Overdraft®, announces its
final results for the year ended 31 December 2023.
The Annual
Report and Accounts for the year ended 31 December 2023, together
with the Notice of Annual General Meeting, will be despatched to
shareholders shortly and is available to download from the
Company's website at www.fiinuplc.com.
Commenting, Dr. Marko
Sjoblom, Chief Executive Officer said:
"Last
year was difficult for management, but as we navigate this pivotal
moment in our Company's journey, I am buoyed by the progress we are
making. We now have a "bank-in-a-box", the liquidity to continue as a
going concern and we still believe in the market opportunity, which
is ripe and growing, both home and abroad.
Looking ahead, we must build upon this
momentum and continue to deliver value for our investors. I am
committed to making things even better for Fiinu.
"In
the short term, as well as continuing to seek interim and
conditional funding to allow us to rehire key staff and ultimately
re-apply for our banking licence, we will explore new avenues for
revenue, such as technology white-labelling and joint venture
opportunities. These opportunities, which were always in our
strategy, would allow us to generate immediate banking-as-a-service
licencing revenue, prove the product market fit and that the
technology works but also, pave the way for our long-term ambitions
for Fiinu Bank.
"These
initiatives, coupled with our unwavering commitment to financial
inclusion, should ultimately drive our Company's share price higher
and solidify our position as a disruptor in the banking landscape.
With each milestone we achieve and each challenge we overcome; we
reaffirm our dedication to creating a brighter, more inclusive
financial future for all. "
Enquiries:
|
|
Fiinu Plc
Dr. Marko Sjoblom
|
Tel: +44
(0)1932 629 582
|
SPARK Advisory Partners Limited
(Nomad)
Mark Brady / Adam Dawes
|
Tel: +44 (0) 203 368
3550
|
SP Angel Corporate Finance LLP (Joint
Broker)
Bruce Fraser / Ezgi
Senturk
|
Tel: +44 (0) 207 470
0470
|
Panmure Gordon (UK) Limited (Joint
Broker)
Stephen Jones / Atholl
Tweedie (Corporate Finance)
Hugh Rich (Corporate
Broking)
|
Tel: +44 (0)207 886
2500
|
|
|
About Fiinu
Fiinu, founded in 2017, is
a fintech group, that developed the Plugin Overdraft® which is an
unbundled overdraft solution that allows customers to have an
overdraft without changing their existing bank. The underlying Bank
Independent Overdraft® technology platform is bank agnostic, that
therefore enables it to serve all other banks' customers. Open
Banking allows Fiinu's Plugin Overdraft® to attach ("plugin") to
the customer's existing bank accounts, no matter which bank they
may use. Fiinu's vision is built around Open Banking, and it
believes that it increases competition and innovation in UK
banking.
For more information,
please visit www.fiinuplc.com
CHAIR'S STATEMENT
Chair Review
As I deliver my second-year
statement as Chair of Fiinu Plc, I am buoyed by the resilience and
determination of all those who worked so hard to make Fiinu a
success amidst very challenging capital market conditions,
especially for pre-revenue, financial services startups like Fiinu
with novel new products. As stated in recent public announcements,
while the team succeeded in getting to a position where we could
attest to the Regulators the operational readiness of Fiinu Bank,
we were unable to give the Regulators a definitive attestation that
we had raised the regulatory capital required to exit mobilisation;
consequently, we were left with no choice but to return our banking
licence.
Despite this setback, we
remain steadfast in our commitment to playing our part in
revolutionising banking services by providing the underserved with
our Plugin Overdraft®. We believe that millions of customers will
eventually benefit from this product, which Fiinu remains committed
to bringing to the market. I must, however, acknowledge that we
still have work to do before reapplying for our banking
licence.
Being unable to raise exit
capital was a huge disappointment and, as a result, we had to
resort to a cost-cutting programme to preserve our options.
However, I want to acknowledge that it was no small achievement to
have been able to attest to the accomplishment of all the other
conditions set by the PRA and the FCA to exit mobilisation. As a
result of being so close to achieving our most important strategic
goal, the Board has stated its intention to continue to pursue our
chosen strategy and to seek to raise the required funding to
reapply for our banking licence as soon as possible.
I would also like to take
this opportunity to extend my thanks to the many executive and
staff members, as well as the Board members who stepped down at the
end of 2023. Their contributions were outstanding. Although the
Board is smaller as a result of these departures, we continue to
work within a robust governance framework, which I believe has the
knowledge and skills to seize the opportunities I am still
convinced lie ahead for our Group.
Finally, I would like to
thank our shareholders for their support which has been a
cornerstone of our resilience and to thank them for their patience.
I acknowledge that the challenges of accessing capital markets
remain and this must weigh heavily on our shareholders' minds, as
it does on the Board's, but I ask them for their continued support
which is now more crucial than ever.
Outlook
As we look towards 2024 and
beyond, all those remaining at Fiinu do so with a sense of
determination to get firm commitments to providing us with the
capital we need to renew our operational readiness to reapply for
our banking licence and to becoming authorised to commence trading
as quickly as possible. Our vision remains clear and unchanged, and
I wish to provide assurance that the Board will be striving to
pursue it with vigour on behalf of all our shareholders.
David
Hopton
Chair
CHIEF EXECUTIVE'S STATEMENT
I remain committed to the
principles of our original mission and the vision, which I set as
the Founder seven years ago: "The
Bank Independent Plugin Overdraft® platform will create a totally
new market, an infrastructure where unbundled overdrafts will
increase financial fairness and freedom for everyone,
everywhere." My unwavering dedication is a testament to our
collective belief in the transformative power of our vision.
Despite the challenges we faced in 2023, there is still cause for
optimism, including but not limited to:
1. We now have a "bank-in-a-box". The data room
includes over 2,000 pages of relevant regulatory documentation to
exit mobilisation and licensable technology infrastructure which
could now access more than 100 million bank accounts in the United
Kingdom. Fiinu Bank was ready to attest all but one of the
conditions (capital missing) set by the PRA and the FCA to exit
mobilisation, including an external independent technical audit by
Grant Thornton and a technical walk through with Regulators. The
submitted and stored banking licence application is over 4,000
pages of documentation. We believe in the future value of this
intellectual property, and although we may have written it down in
accounting terms, it does not represent a loss of any intellectual
property as the bank is in the box.
2. We have the liquidity to remain solvent and
continue as a going concern. At the 2023 year-end, we had circa
£1.3m cash-at-bank. Following the successfully executed
cost-cutting programme, we have now reduced our average monthly
burn rate below £50k (April 2024 to March 2025) and hence we
maintain sufficient cash runway to continue to seek the exit
capital required to reapply for our banking licence.
3. We still believe in the market opportunity,
which is ripe and growing, both home and abroad. The annual UK
unsecured gross lending market is circa £345 billion. There are
over 100 million bank accounts, of which, 80 million do not have
access to overdraft currently. Our research suggests that circa 29
million consumers would be very likely to add a Plugin Overdraft®
to their bank account as long as they didn't need to switch their
bank. We want to re-open that market as nearly two-thirds (62%) of
the UK adult population with a bank account used some form of
overdraft annually prior to the major reform in 2020.
Outlook
We believe our solution has
the potential to be disruptive for the banking landscape and it
will improve financial inclusion for millions of people. Our
resilience has been strong to get to where we are today, and we are
continuing our efforts to raise the conditional capital to obtain
an unrestricted banking licence, but we will also be raising
further interim funding to re-establish operational readiness as
required.
Meanwhile, we will also
explore technology licensing, white-labelling and joint venture
opportunities, in the UK and overseas. We remain optimistic that we
can overcome the challenge of securing additional capital and look
forward with excitement to the big picture opportunities that lie
ahead.
Dr. Marko Sjoblom
Chief Executive Officer
GROUP
STATEMENT OF TOTAL
COMPREHENSIVE INCOME
Administrative expenses
|
|
12 months
ended
31 December
2023
£
(7,223,494)
|
9 months
ended
31 December
2022
£
(8,218,903)
|
Operating loss
|
|
(7,223,494)
|
(8,218,903)
|
Finance
income
|
|
46,176
|
11,596
|
Finance
costs
|
|
(74,840)
|
(9,970)
|
Other
gains and losses
|
|
(1,081,530)
|
-
|
Loss before taxation
|
|
(8,333,688)
|
(8,217,277)
|
Income tax
income
|
|
16,157
|
377,879
|
Loss and total comprehensive
loss for the year
|
|
(8,317,531)
|
(7,839,398)
|
Profit for the financial
period is all attributable to the owners of the parent company.
Total comprehensive income
for the period is all attributable to the owners of the parent
company.
Earnings per share
|
|
|
Basic
|
|
(3.06)
|
(3.31)
|
Diluted
|
|
(3.06)
|
(3.31)
|
GROUP STATEMENT OF FINANCIAL
POSITION AS AT 31 DECEMBER 2023
|
|
2023
£
|
2022
£
|
ASSETS
|
|
|
|
Non-current assets
|
|
|
|
Intangible
assets
|
|
-
|
878,639
|
Property,
plant and equipment
|
|
-
|
276,524
|
|
|
-
|
1,155,163
|
Current assets
|
|
|
|
Trade and
other receivables
|
|
236,720
|
660,078
|
Current
tax recoverable
|
|
-
|
352,879
|
Cash and
cash equivalents
|
|
1,310,757
|
7,045,161
|
|
|
1,547,477
|
8,058,118
|
Total
assets
|
|
1,547,477
|
9,213,281
|
EQUITY
|
|
|
|
Called up
share capital
|
|
27,474,724
|
26,513,186
|
Share
premium account
|
|
9,475,486
|
9,194,313
|
Own
shares
|
|
(5,100)
|
-
|
Merger
reserve
|
|
(21,120,782)
|
(21,120,782)
|
Shares to
be issued
|
|
50,000
|
-
|
Retained
earnings
|
|
(15,048,567)
|
(7,293,795)
|
Total
equity
|
|
825,761
|
7,292,922
|
Non-controlling interests
|
|
-
|
-
|
Total
equity
|
|
825,761
|
7,292,922
|
LIABILITIES
|
|
|
|
Non-current liabilities
|
|
|
|
Lease
liabilities
|
|
-
|
93,425
|
Current liabilities
|
|
|
|
Trade and
other payables
|
|
663,940
|
1,693,603
|
Lease
liabilities
|
|
57,776
|
133,331
|
|
|
721,716
|
1,826,934
|
Total
liabilities
|
|
721,716
|
1,920,359
|
Total equity and liabilities
|
|
1,547,477
|
9,213,281
|
COMPANY STATEMENT OF
FINANCIAL POSITION AS AT 31 DECEMBER 2023
|
|
2023
|
2022
|
|
|
£
|
£
|
ASSETS
|
|
|
|
Non-current assets
|
|
|
|
Right-of-use assets
|
|
-
|
224,546
|
Investments
|
|
1,785,857
|
46,482,583
|
|
|
1,785,857
|
46,707,129
|
Current assets
|
|
|
|
Trade and
other receivables
|
|
1,262,144
|
1,801,269
|
Cash and
cash equivalents
|
|
5,246
|
99,078
|
|
|
1,267,390
|
1,900,347
|
Total
assets
|
|
3,053,247
|
48,607,476
|
EQUITY
|
|
|
|
Called up
share capital
|
|
27,474,724
|
26,513,186
|
Share
premium account
|
|
28,225,487
|
27,944,314
|
Own
shares
|
|
(5,100)
|
-
|
Shares to
be issued
|
|
50,000
|
-
|
Shared
based payment reserve
|
|
40,218
|
40,218
|
Retained
earnings
|
|
(53,141,837)
|
(7,093,177)
|
Total
equity
|
|
2,643,492
|
47,404,541
|
LIABILITIES
|
|
|
|
Non-current liabilities
|
|
|
|
Lease
liabilities
|
|
-
|
93,425
|
Current liabilities
|
|
|
|
Trade and
other payables
|
|
351,979
|
976,179
|
Lease
liabilities
|
|
57,776
|
133,331
|
|
|
409,755
|
1,109,510
|
Total
liabilities
|
|
409,755
|
1,202,935
|
Total equity and liabilities
|
|
3,053,247
|
48,607,476
|
As permitted by s408
Companies Act 2006, the Company has not presented its own income
statement and related notes. The Company's loss for the year was
£46,611,419 (2022 - £752,487 loss).
GROUP STATEMENT OF CHANGES IN
EQUITY FOR THE YEAR ENDED 31 DECEMBER 2023
|
Share
Capital
|
Share Premium
account
|
Own shares
|
Merger
Reserve
|
Shares to be
issued
|
Retained
earnings
|
Total
|
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
Balance at 1 April
2022
|
3,758,184
|
5,189,313
|
-
|
(5,090,626)
|
-
|
(4,134,550)
|
(277,679)
|
|
|
|
|
|
|
|
|
Period ended 31 December
2022
|
|
|
|
|
|
|
|
Loss and
total comprehensive loss
|
-
|
-
|
-
|
-
|
-
|
(7,839,398)
|
(7,839,398)
|
Transactions with owners:
|
|
|
|
|
|
|
|
Issue of
share capital
|
4,005,000
|
4,005,000
|
-
|
-
|
-
|
-
|
8,010,000
|
Share-based payment credit
|
-
|
-
|
-
|
-
|
-
|
4,680,153
|
4,680,153
|
Effect of
reverse take-over
|
18,750,002
|
-
|
-
|
(16,030,156)
|
-
|
-
|
2,719,846
|
|
|
|
|
|
|
|
|
Balance at 31 December
2022
|
26,513,186
|
9,194,313
|
-
|
(21,120,782)
|
-
|
(7,293,795)
|
7,292,922
|
|
|
|
|
|
|
|
|
Period ended 31 December
2023
|
|
|
|
|
|
|
|
Loss and
total comprehensive loss
|
-
|
-
|
-
|
-
|
-
|
(8,317,531)
|
(8,317,531)
|
Transactions with owners:
|
|
|
|
|
|
|
|
Issue of
share capital
|
961,538
|
288,462
|
-
|
-
|
-
|
-
|
1,250,000
|
Shares to
be issued
|
-
|
-
|
-
|
-
|
50,000
|
-
|
50,000
|
Shares
held by employment benefit trust
|
-
|
-
|
(72,209)
|
-
|
-
|
-
|
(72,209)
|
Share
based payment
|
|
(7,289)
|
|
|
|
562,759
|
555,470
|
Fair value
movement
|
|
|
67,109
|
|
|
|
67,109
|
|
|
|
|
|
|
|
|
Balance at 31 December
2023
|
27,474,724
|
9,475,486
|
(5,100)
|
(21,120,782)
|
50,000
|
(15,048,567)
|
825,761
|
|
|
|
|
|
|
|
|
COMPANY STATEMENT OF CHANGES
IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2023
|
Share
Capital
|
Share Premium
account
|
Revaluation
Reserve
|
Share based payment
reserve
|
Own shares
|
Shares to be
issued
|
Retained
earnings
|
Total
|
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
Balance at 1 April
2022
|
3,758,184
|
5,189,313
|
836,265
|
40,218
|
-
|
-
|
(7,176,955)
|
2,647,025
|
|
|
|
|
|
|
|
|
|
Period ended 31 December
2022
|
|
|
|
|
|
|
|
|
Loss and
total comprehensive loss
|
-
|
-
|
|
-
|
-
|
-
|
(752,487)
|
(752,487)
|
Transactions with owners:
|
|
|
|
|
|
|
|
|
Issue of
share capital
|
22,755,002
|
22,755,001
|
|
-
|
-
|
-
|
-
|
45,510,003
|
Transfer
to Revaluation Reserve
|
-
|
-
|
(836,265)
|
-
|
-
|
-
|
836,265
|
-
|
|
|
|
|
|
|
|
|
|
Balance at 31 December
2022
|
26,513,186
|
27,944,314
|
-
|
40,218
|
-
|
-
|
(7,093,177)
|
47,404,541
|
|
|
|
|
|
|
|
|
|
Period ended 31 December
2023
|
|
|
|
|
|
|
|
|
Loss and
total comprehensive loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(46,611,419)
|
(46,611,419)
|
Transactions with owners:
|
|
|
|
|
|
|
|
|
Issue of
share capital
|
961,538
|
288,462
|
-
|
-
|
-
|
-
|
-
|
1,250,000
|
Shares to
be issued
|
-
|
-
|
-
|
-
|
-
|
50,000
|
-
|
50,000
|
Own shares
acquired transferred to reserves
|
-
|
-
|
-
|
|
(72,209)
|
-
|
-
|
(72,209)
|
Share
based payment
|
-
|
(7,289)
|
-
|
-
|
-
|
-
|
562,759
|
555,470
|
Fair value
movement
|
-
|
-
|
-
|
|
67,109
|
-
|
-
|
67,109
|
|
|
|
|
|
|
|
|
|
Balance at 31 December
2023
|
27,474,724
|
28,225,487
|
-
|
40,218
|
(5,100)
|
50,000
|
(53,141,837)
|
2,643,492
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31
DECEMBER 2023
31 December
31 December
2023
2022
£
£
£
£
|
|
Cash flows from operating
activities
|
|
Cash
absorbed by operations
|
|
|
(6,647,178)
|
|
(4,497,027)
|
Income
taxes refunded
|
|
|
369,036
|
|
120,150
|
Net cash used in operating activities
|
|
|
(6,278,142)
|
|
(4,376,877)
|
Investing activities
|
|
|
|
|
|
Purchase
of intangible assets
|
|
-
|
|
(849,076)
|
|
Purchase
of property, plant and equipment
|
|
(8,618)
|
|
(50,457)
|
|
Interest
received
|
|
46,176
|
|
11,596
|
|
Net cash generated from (used in) investing activities
|
|
|
37,558
|
|
(887,937)
|
Financing activities
|
|
|
|
|
|
Proceeds
from issue of shares
|
|
500,000
|
|
8,010,000
|
|
Net cash
acquired on reverse takeover
|
|
-
|
|
3,577,275
|
|
Proceeds
from borrowings
|
|
1,000,000
|
|
500,000
|
|
Repayment
of borrowings
|
|
(750,000)
|
|
-
|
|
Payment of
lease liabilities
|
|
(167,929)
|
|
(47,533)
|
|
Interest
paid
|
|
(75,891)
|
|
(5,137)
|
|
Net cash generated from
financing activities
|
|
|
506,180
|
|
12,034,605
|
Net (decrease)/increase in
cash and cash equivalents
|
|
|
(5,734,404)
|
|
6,769,791
|
Cash and
cash equivalents at beginning of year
|
|
|
7,045,161
|
|
275,370
|
Cash and
cash equivalents at end of year
|
|
|
1,310,757
|
|
7,045,161
|
COMPANY
STATEMENT OF
CASH FLOWS FOR THE YEAR
ENDED 31 DECEMBER 2023
31 December
31 December
2023
2022
£
£
£
£
Cash flows from operating
activities
|
|
|
|
|
|
Cash
generated from/(absorbed by) operations
|
|
|
649,729
|
|
(3,365,399)
|
Interest
paid
|
|
|
-
|
|
9,970
|
Net cash inflow/(outflow) from operating activities
|
|
|
649,729
|
|
(3,355,429)
|
Investing activities
|
|
|
|
|
|
Proceeds
from disposal of subsidiaries
|
|
-
|
|
1,882,500
|
|
Purchase
of additional capital in subsidiaries
|
|
(1,250,000)
|
|
(8,982,580)
|
|
Repayment
of loans
|
|
-
|
|
1,050,000
|
|
Proceeds
from disposal of investments
|
|
-
|
|
951,460
|
|
Interest
received
|
|
9
|
|
69,111
|
|
Net cash used in investing
activities
|
|
|
(1,249,991)
|
|
(5,029,509)
|
Financing activities
|
|
|
|
|
|
Proceeds
from issue of shares
|
|
500,000
|
|
8,010,000
|
|
Proceeds
from borrowings
|
|
1,000,000
|
|
500,000
|
|
Repayment
of borrowings
|
|
(750,000
|
)
|
-
|
|
Payment of
lease liabilities
|
|
(167,929)
|
|
(42,699)
|
|
Interest
paid
|
|
(75,641)
|
|
(9,970)
|
|
Net cash generated from
financing activities
|
|
|
506,430
|
|
8,457,331
|
Net (decrease)/increase in cash and cash equivalents
|
|
|
(93,832)
|
|
72,393
|
Cash and
cash equivalents at beginning of year
|
|
|
99,078
|
|
26,685
|
Cash and
cash equivalents at end of year
|
|
|
5,246
|
|
99,078
|
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
1 Material accounting policy
information Company information
Fiinu Plc is a public
company limited by shares incorporated in England and Wales. The
registered office is Ibex House, Baker Street, Weybridge, Surrey,
KT13 8AH. The Group's principal activity is a fintech group,
including Fiinu 2 Limited and is the developer of the Plugin
Overdraft® which is an unbundled overdraft solution that allows
customers to have an overdraft with Fiinu Bank without changing
their existing bank. The underlying Bank Independent Overdraft ®
technology platform is bank agnostic, allowing Fiinu Bank to serve
all other banks' customers, subject to raising the required
investment and being successful in the re- application for a UK
banking licence. Open Banking allows Fiinu's Plugin Overdraft® to
attach ("plugin") to the customer's primary bank account, no matter
which bank they may use. Fiinu's vision is built around Open
Banking, and it believes that it increases competition and
innovation in UK banking.
This Group consists of
Fiinu Plc and all of its subsidiaries.
1.1 Accounting convention
The Group's consolidated
and the Company's financial statements are prepared in accordance
with UK- adopted international accounting standards and the
Companies Act 2006 requirements, except as otherwise stated. On
publishing the parent company financial statements here together
with the consolidated financial statements, the company is taking
advantage of the exemption in s408 of the Companies Act 2006 not to
present its individual statement of profit and loss. Profit and
loss and other comprehensive income and related notes that form a
part of these approved financial statements.
The financial statements
are prepared in sterling, which is the functional currency of the
Group. Monetary amounts in these financial statements are rounded
to the nearest £.
The financial statements
have been prepared under the historical cost convention. The
principal accounting policies adopted are set out below.
Reverse takeover
transactions
On 15 June 2022 The
Directors of Immediate Acquisition Plc announced that it had
entered into a Sale and Purchase Agreement to acquire Fiinu
Holdings Ltd which, on account of the relative sizes of the two
entities, constituted a reverse takeover under the London Stock
Exchange AIM Rules. As a prelude to the acquisition, which
completed on 7 July 2023, Immediate Acquisition Plc raised
£8.01million in new equity capital. The shares in the enlarged
company were then readmitted to trading on the AIM market on 8 July
2022 under its new name of Fiinu plc.
Where there has been a
reverse takeover, the coming together of the entities does not
constitute a business combination and as such the transaction is
accounted for as, in substance, a capital reorganisation. The
accounting acquirer is different from the legal acquirer. As such,
from an accounting perspective, the previous comparatives and any
results prior to the reverse takeover have not been presented and
the assets and liabilities of the accounting acquirer are recorded
in the consolidated financial statements at their pre- combination
amounts. The share capital in the consolidated financial statements
however, reflects that of the legal acquirer.
Fiinu Holdings Ltd has
been identified as the accounting acquirer and Fiinu plc, the legal
acquirer. The share capital in the consolidated accounts reflects
that of the legal acquirer, being Fiinu plc. The comparatives, and
any results prior to 8 July 2022 of Fiinu plc have not been
presented and the assets and liabilities of the Fiinu Holdings
Limited group have been recorded in the consolidated financial
statements at their pre-combination amounts.
1.2 Basis of consolidation
All financial statements
are made up to 31 December 2023. Where necessary, adjustments are
made to the financial statements of subsidiaries to bring the
accounting policies used into line with those used by other members
of the Group.
All intra-group
transactions, balances and unrealised gains on transactions between
Group companies are eliminated on consolidation. Unrealised losses
are also eliminated unless the transaction provides evidence of an
impairment of the asset transferred.
Subsidiaries are
consolidated in the Group's financial statements from the date that
control commences until the date that control ceases.
Acquisitions are accounted
for using the acquisition method. the cost of an acquisition is
measured at fair value at the date of exchange of the
consideration. Identifiable assets and liabilities of the acquired
business are recognised at their fair value at the date of
acquisition. To the extent that the cost of an acquisition exceeds
the fair value of the net assets acquired the difference is
recorded as goodwill. Where the fair value of the net assets
acquired exceeds the cost of an acquisition the difference is
recorded in profit and loss.
1.3 Going concern
The financial statements
have been prepared on a going concern basis. In assessing going
concern, the Directors have considered the current statement of
financial position, the financial projections, longer-term strategy
of the business and the capital and liquidity plans, including
stress tests and plans for future capital injections.
During the year, the Group
reported that it was facing challenges in raising the full amount
of funding required for Fiinu Bank Limited to launch without
regulatory restrictions and commence its banking operations in the
UK. Accordingly, Fiinu Bank Limited applied to withdraw its banking
licence with the aim of re-applying once the Board would be able to
attest to the regulators that the funding is secured.
Following the withdrawal
of the banking licence application, Fiinu Bank changed its name to
Fiinu 2 Limited and the Group initiated controlled cost reductions
in order to provide additional time to determine the best way
forward for shareholders.
As at 31 December 2023 the
Group had available cash resources of £1.3 million. The Directors
have prepared forecasts for a period of at least 12 months from the
date of signing of these financial statements. Based on the current
projection, the Directors believe that there are sufficient funds
for the forecast expenditure for at least the next 12 months.
However, it is anticipated that the Group will need to raise
capital beyond this period in order to proceed with its operational
strategy. This represents a material uncertainty that may cast
significant doubt on the Group's and
company's ability to continue as a going concern. However, the
Directors have a reasonable expectation that this uncertainty can
be managed to a successful outcome, and based on that assessment,
the Group and Company will have adequate resources to continue in
operational existence for the foreseeable future.
The financial statements
do not reflect any adjustments that would be required to be made if
they were to be prepared on a basis other than the going concern
basis.
1.4 Intangible assets other than
goodwill
Expenditure on research is
recognised as an expense in the period in which it is incurred.
Cost that are directly
attributable to the development phase of new customised
technologies are recognised as intangible assets provided they meet
the following recognition criteria:
· completion of the intangible asset is technically feasible so
that it will be available for use or sale;
· the Group intends to complete the intangible asset and use
or sell it;
· the Group has the ability to use or sell the tangible
asset;
· the intangible
asset will generate probable future economic benefits. Among other
things, this requires that there is a market for the output from
the intangible asset or the intangible asset itself, or, if it is
to be used internally, the asset will be used in generating such
benefits;
· there are adequate
technical, financial and other resources to complete the
development and to use or sell the intangible asset; and
· the expenditure
attributable to the intangible asset during its development can be
measured reliably.
Development costs not meeting the criteria for
capitalisation are recognised as expenses as incurred.
Amortisation is recognised as an administrative
expense in profit or loss on a straight line basis over the
estimated useful lives of intangible assets, other than goodwill,
from the date that they are available for use. The estimated useful
lives for intangible assets are as follows:
Research and development
not yet in use
1.5
Property, plant and equipment
Property, plant and equipment are initially measured
at cost and subsequently measured at cost or valuation, net of
depreciation and any impairment losses.
Cost includes expenditures that are directly
attributable to the acquisition of the asset. Purchased software
that is integral to the functionality of the related equipment is
capitalised as part of that equipment.
Depreciation is recognised so as to write off the
cost or valuation of assets less their residual values over their
useful lives, leased assets are depreciated over the shorter of the
lease term and their useful lives. Depreciation is recognised on
the following bases:
Leasehold property
Over the period of the lease
Office and IT equipment
3-10 years
Plant and equipment
3-7 years
Computers and network equipment
3-5 years or contract term if shorter
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 or
loss.
1.6
Non-current investments
Interests in subsidiaries, associates and jointly
controlled entities are initially measured at cost and subsequently
measured at cost less any accumulated impairment losses. The
investments are assessed for impairment at each reporting date and
any impairment losses or reversals of impairment losses are
recognised immediately in profit or loss.
A subsidiary is an entity controlled by the parent
company. Control is the power to govern the financial and operating
policies of the entity so as to obtain benefits from its
activities.
1.7 Borrowing costs
Finance costs comprise interest expense on
borrowings including leases which are recognised in profit or loss
in the period in which they are incurred.
1.8
Impairment of tangible and intangible assets
At each reporting end date, the Group reviews the
carrying amounts of its tangible and intangible 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 Group
estimates the recoverable amount of the cash-generating unit to
which the asset belongs.
Intangible assets with indefinite useful lives and
intangible assets not yet available for use are tested for
impairment annually, and whenever there is an indication that the
asset may be impaired.
1.9 Cash
and cash equivalents
Cash and cash equivalents include cash in hand,
deposits held at call with banks, other short-term liquid
investments with original maturities of three months or less, and
bank overdrafts. Bank overdrafts are shown within borrowings in
current liabilities.
1.10 Financial
assets
Financial assets are recognised in the Group's
statement of financial position when the Group becomes party to the
contractual provisions of the instrument. Financial assets are
classified into specified categories, depending on the nature and
purpose of the financial assets.
At initial recognition, financial assets classified
as fair value through profit and loss are measured at fair value
and any transaction costs are recognised in profit or loss.
Financial assets not classified as fair value through profit and
loss are initially measured at fair value plus transaction
costs.
Financial assets held at amortised cost
When any of the above-mentioned conditions for
classification of financial assets are not met, a financial asset
is classified as measured at fair value through profit or loss.
Financial assets measured at fair value through profit or loss are
recognised initially at fair value and any transaction costs are
recognised in profit or loss when incurred. A gain or loss on a
financial asset measured at fair value through profit or loss is
recognised in profit or loss, and is included within finance income
or finance costs in the statement of income for the reporting
period in which it arises.
Financial assets at fair value through profit or loss
When any of the above-mentioned conditions for
classification of financial assets are not met, a financial asset
is classified as measured at fair value through profit or loss.
Financial assets measured at fair value through profit or loss are
recognised initially at fair value and any transaction costs are
recognised in profit or loss when incurred. A gain or loss on a
financial asset measured at fair value through profit or loss is
recognised in profit or loss, and is included within finance income
or finance costs in the statement of income for the reporting
period in which it arises.
Impairment of financial assets
Financial assets carried at amortised cost are
assessed for indicators of impairment at each reporting end
date.
The expected credit losses associated with these
assets are estimated on a forward-looking basis. A broad range of
information is considered when assessing credit risk and measuring
expected credit losses, including past events, current conditions,
and reasonable and supportable forecasts that affect the expected
collectability of the future cash flows of the instrument.
For trade receivables, the simplified approach
permitted by IFRS 9 is applied, which requires expected lifetime
losses to be recognised from initial recognition of the
receivables.
Derecognition of financial assets
Financial assets are derecognised only when the
contractual rights to the cash flows from the asset expire, or when
it transfers the financial asset and substantially all the risks
and rewards of ownership to another entity.
1.11 Financial
liabilities
The Group recognises financial debt when the Group
becomes a party to the contractual provisions of the instruments.
Financial liabilities are classified as either 'financial
liabilities at fair value through profit or loss' or 'other
financial liabilities'.
Other financial liabilities
Other financial liabilities, including borrowings,
trade payables and other short-term monetary liabilities, are
initially measured at fair value net of transaction costs directly
attributable to the issuance of the financial liability. They are
subsequently measured at amortised cost using the effective
interest method. For the purposes of each financial liability,
interest expense includes initial transaction costs and any premium
payable on redemption, as well as any interest or coupon payable
while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and
only when, the Group's obligations are discharged, cancelled, or
they expire.
1.12 Equity
instruments
Equity instruments issued by the parent company are
recorded at the proceeds received, net of direct issue costs.
Dividends payable on equity instruments are recognised as
liabilities once they are no longer payable at the discretion of
the company.
Share capital represents the nominal value of shares
that have been issued. Share premium includes any premium received
on issue of share capital.
Retained losses include retained profits and losses
relating to current and prior years and purchases and sales of own
shares by the Employee Benefit Trust.
All transactions with owners of the parent are
recorded separately within equity.
1.13 Taxation
The tax expense represents the sum of the current
tax and deferred tax.
Current tax
The current tax is based on taxable profit for the
year. Taxable profit differs from net profit as reported in the
income statement 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
Deferred tax is the tax expected to be payable or
recoverable on differences between the carrying amounts of assets
and liabilities in the financial statements and the corresponding
tax bases used in the computation of taxable profit, and is
accounted for using the balance sheet liability method. Deferred
tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent
that it is probable that taxable profits will be available against
which deductible temporary differences can be utilised. Such assets
and liabilities are not recognised if the temporary difference
arises from 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 income
statement, 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 when
the Group has a legally enforceable right to offset current tax
assets and liabilities and the deferred tax assets and liabilities
relate to taxes levied by the same tax authority.
1.14 Employee
benefits
The costs of short-term employee benefits are
recognised as a liability and an expense, unless those costs are
required to be recognised as part of the cost of inventories or
non-current 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 Group is demonstrably
committed to terminate the employment of an employee or to provide
termination benefits.
1.15 Retirement
benefits
Payments to defined contribution retirement benefit
schemes are charged as an expense as they fall due.
1.16 Leases
At inception, the Group assesses whether a contract
is, or contains, a lease within the scope of IFRS 16. A contract
is, or contains, a lease if the contract conveys the right to
control the use of an identified asset for a period of time in
exchange for consideration. Where a tangible asset is acquired
through a lease, the Group recognises a right-of-use asset and a
lease liability at the lease commencement date. Right-of-use assets
are included within property, plant and equipment, apart from those
that meet the definition of investment property and are recognised
for all leases except those which are considered to have a fair
value below £4,500 and those with a duration of 12 months or
less.
The right-of-use asset is initially measured at
cost, which comprises the initial amount of the lease liability
adjusted for any lease payments made at or before the commencement
date plus any initial direct costs and an estimate of the cost of
obligations to dismantle, remove, refurbish or restore the
underlying asset and the site on which it is located, less any
lease incentives received.
The right-of-use asset is subsequently depreciated
using the straight-line method from the commencement date to the
earlier of the end of the useful life of the right-of-use asset or
the end of the lease term. The estimated useful lives of
right-of-use assets are determined on the same basis as those of
other property, plant and equipment. The right-of-use asset is
periodically reduced by impairment losses, if any, and adjusted for
certain remeasurements of the lease liability.
The lease liability is initially measured at the
present value of the lease payments that are unpaid at the
commencement date, discounted using the interest rate implicit in
the lease or, if that rate cannot be readily determined, the
Group's incremental borrowing rate. Lease payments included in the
measurement of the lease liability comprise fixed payments,
variable lease payments that depend on an index or a rate, amounts
expected to be payable under a residual value guarantee, and the
cost of any options that the Group is reasonably certain to
exercise, such as the exercise price under a purchase option, lease
payments in an optional renewal period, or penalties for early
termination of a lease.
1.17 Foreign
exchange
Transactions in currencies other than pounds
sterling are recorded at the rates of exchange prevailing at the
dates of the transactions. At each reporting end date, monetary
assets and liabilities that are denominated in foreign currencies
are retranslated at the rates prevailing on the reporting end date.
Gains and losses arising on translation in the period are included
in profit or loss.
1.18 Earnings per
share
The Group presents basic and diluted earnings per
share ("EPS") data for its ordinary shares. Basic EPS is calculated
by dividing the profit or loss attributable to ordinary
shareholders of the company by the weighted average number of
ordinary shares outstanding during the period. Diluted EPS is
determined by adjusting the profit or loss attributable to ordinary
shareholders and the weighted average number of ordinary shares
outstanding for the effects of all dilutive potential ordinary
shares, which comprise share options granted to employees.
1.19 New and amended standards
New and amended standards adopted by the Group
The Group has applied the following amendments for
the first time for the annual reporting period commencing 1 January
2023:
· Insurance Contracts -
Amendments to IFRS 17
· Presentation of Financial
Statements - Amendments to IAS 1
· Making Materiality
Judgements - Disclosure of Accounting Policies - Amendments to IFRS
Practice statement 2
· Income Tax - Amendments to
IAS 12
· Accounting Policies, Changes
in Accounting Estimates and Errors - Amendments to IAS 8.
The amendments listed above did not have any impact
on the amounts recognised in prior periods and are not expected to
significantly affect the current or future periods.
New standards and interpretations not yet
adopted
At the date of authorisation of these financial
statements, the Group has not applied the following new and revised
IFRS Accounting Standards that have been issued but are not yet
effective:
· Sale or Contribution of
Assets between an Investor and its Associate or Joint Venture -
Amendments to IFRS 10 and IAS 28
· Classification of
Liabilities as Current or Non-current - Amendments to IAS
1
· Non-current Liabilities with
Covenants - Amendments to IAS 1
· Supplier Finance
Arrangements - Amendments to IAS 7 and IFRS 7
· Lease Liability in a Sale
and Leaseback - Amendments to IFRS 16
The Directors do not expect that the adoption of the
Standards listed above will have a material impact on the financial
statements of the Group in future periods.
2. Earnings per share
|
|
|
31 December
|
31
December
|
|
2023
|
2022
|
|
Number
|
Number
|
Number of shares
|
|
|
Weighted average number of ordinary
shares in issue
|
274,747,246
|
237,184,397
|
Less weighted average number of own
shares
|
(192,323)
|
-
|
Weighted average number of ordinary
shares for basic earnings per share
|
274,554,923
|
237,184,397
|
Weighted average number of ordinary
shares for diluted earnings per share
|
274,554,932
|
237,184,397
|
|
31 December
|
31
December
|
|
2023
|
2022
|
Earnings
|
£
|
£
|
Continuing operations
|
|
|
Loss for the period from continued
operations
|
(8,317,531)
|
(7,839,398)
|
|
2023
|
2022
|
|
Pence per
share
|
Pence per
share
|
Basic and diluted earnings per share
|
|
|
From continuing operations
|
(3.06)
|
(3.31)
|
Basic earnings per share is calculated by dividing
the earnings attributable to ordinary shareholders by the weighted
average number of shares outstanding during the year.
For diluted earnings per share, the weighted average
number of shares in issue is adjusted to assume conversion of all
potentially dilutive warrants and options over ordinary shares.
Potential ordinary shares resulting from the exercise of warrants
and options have an anti-dilutive effect due to the Group being in
a loss position. As a result, dilutive loss per share is disclosed
as the same value as basic loss per share.
3. Events after the reporting date
There are
no events to report after the reporting date.
4. Financial information in this Announcement
The financial information presented
in this announcement does not comprise the statutory accounts for
the Group for the financial years ended 31 December 2023 and 31
December 2022, but extracts from them. The
Annual Report and Accounts for the year ended 31 December 2023,
together with the Notice of Annual General Meeting, will be
despatched to shareholders shortly and will be available to
download from the Company's website a
thttps://fiinuplc.com/annual-and-interim-reports.
~ ENDS ~