Final Results and Board Change

Fiinu PLC

29 June 2026

 

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

29 June 2026

Fiinu Plc

("Fiinu", the "Company" or the "Group")

Final Results and Board Change

Fiinu, a fintech group, creator of the Plugin Overdraft®, announces its final results for the year ended 31 December 2025 and a Board change.

The Annual Report and Accounts for the year ended 31 December 2025, 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.

Fiinu plc (AIM: BANK), the fintech group behind the Plugin Overdraft® platform, today announces its audited final results for the year ended 31 December 2025 and a Board change.

2025 Highlights

·      Landmark partnership signed with Conister Bank, part of Manx Financial Group PLC, to become the first white-label deployment partner for Fiinu's Plugin Overdraft® platform.

·      Conister Bank expected to become the first bank globally to deploy the Plugin Overdraft® platform, with launch now anticipated by end of summer 2026.

·      Strengthened financial position through successful fundraising initiatives completed during the year.

·      Initial discussions held with more than ten banks across Europe regarding potential deployment opportunities.

Financial Highlights

·      Group cash balances increased to £3.94 million at 31 December 2025 (2024: £0.36 million).

·      Successful equity fundraising of £1.25 million in February 2025 and a further £2.91 million through fundraising rounds completed during August and September 2025.

·      First revenues generated by the Group following the acquisition of Everfex.

·      Non-cash goodwill impairment charge of £7.3 million recognised in relation to the Everfex acquisition following the annual review of carrying values.

·      The impairment has no impact on the Group's cash position, liquidity, or ongoing operations and no account has been taken of the potential recovery or damages that may ultimately be realised through ongoing legal proceedings.

Board Change

The Company announces that Sami Kalliola has resigned from his position as Chief Strategy Officer and Director with effect from 26 June 2026. Sami will continue to support business development of European white-label licencing opportunities.

Dr Marko Sjoblom, Chief Executive Officer, commented:

"2025 was a transformational year for Fiinu. We strengthened our balance sheet, generated our first revenues, acquired Everfex and secured our first commercial deployment partner for the Plugin Overdraft® platform.

Our partnership with Conister Bank represents a major validation of our technology and business model. We believe the upcoming launch, now at the end of summer 2026, will mark an important milestone not only for Fiinu but also for the wider adoption of Open Banking-enabled lending solutions.

Alongside the Conister opportunity, we have continued to engage with banks across Europe that are seeking innovative, lower-cost lending infrastructure solutions. These discussions reinforce our confidence in the commercial potential of our white-label platform strategy.

The Board has decided to recognise a non-cash goodwill impairment charge of £7.3 million relating to the Everfex acquisition. While disappointing, this accounting adjustment does not affect the Group's cash resources, operational performance or strategic rationale for the acquisition. Everfex continues to provide revenue generation, a foothold in Central Europe and opportunities to support the Group's wider growth ambitions.

We enter 2026 with a stronger financial position, increasing commercial traction and a clear pathway towards revenue growth and wider market adoption."

David Hopton, Chairman, commented:

"During the year the Board focused on strengthening the Group's financial position, broadening its commercial opportunities and advancing the strategy to commercialise the Plugin Overdraft® platform through partnerships with established financial institutions.

The acquisition of Everfex provided the Group with its first revenue-generating business. While the integration process presented operational and governance challenges that required management attention during the year, significant progress has been made in strengthening controls, improving oversight and positioning the business for future growth.

The Board believes the progress achieved during 2025 has created a significantly stronger platform from which to execute the Company's growth strategy. With the anticipated launch alongside Conister Bank and growing interest from prospective partners, Fiinu is well positioned for the next stage of its development."

The Annual Report and Accounts for the year ended 31 December 2025 are available on the Company's website at www.fiinuplc.com.

Enquiries:

Fiinu Plc Dr. Marko Sjoblom - CEO	Tel: [phone]
SPARK Advisory Partners Limited (Nomad) Mark Brady / Angus Campbell	Tel: [phone]/3551 Email: [e-mail]
Marex Financial (Joint Broker) Angelo Sofocleous / Keith Swann / Matt Bailey	Tel: [phone] Email: [e-mail]
Oberon Investment Limited (Joint Broker) Nick Lovering / Adam Pollock / Mike Seabrook	Tel: [phone]
Brazil (Financial PR) Joshua van Raalte / Christine Webb	Tel: [phone]

Fiinu Plc ("Fiinu"), founded in 2017, is a publicly traded (LSE: BANK) fintech Group, admitted to trading on the AIM Market of the London Stock Exchange, that has developed the world's first Bank Independent Overdraft® platform. The platform, offered as a white labelled solution to banks, allows lenders to offer Fiinu's flagship product, Plugin Overdraft® to retail consumers. Plugin Overdraft® is an unbundled overdraft solution that allows customers to have an overdraft without changing their existing bank.

Fiinu's vision is that 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.

The underlying technology platform is bank agnostic, and it enables Fiinu to serve all other banks' customers. With the customer's consent, the platform can already connect to more than 100 million bank accounts in the UK, i.e. any of the retail customer's existing primary bank accounts, no matter which bank they use. Fiinu's vision is built around Open Banking, and the Board believes that it increases competition and innovation in the financial services market.

For more information, please visit www.fiinuplc.com

CHAIR'S STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

Fiinu Plc entered 2025 at a difficult time having failed to raise the exit capital and consequently having to return the banking licence, which was a pre-requisite to the launch of its core product, the Plugin Overdraft®. The first half of the year the Group operated with a slimmed down management team, which focussed on re-evaluating the strategy, whilst continuing to seek capital to support the Plugin Overdraft®'s operational execution.

The Board took the view that Fiinu should not only pursue the quest to raise capital to launch its own bank, but it should also look to prove the concept of the Plugin Overdraft® by finding a partner with the necessary licence, capital and access to a customer base which would benefit from the Plugin Overdraft® technology. This led to a pivotal moment for the Group when it struck the partnership with Conister Bank for it to be the first white label user of the Plugin Overdraft®. The partnership represents the first commercial deployment of the Plugin Overdraft® and an important validation of the Group's technology and strategy.

The Group also successfully completed several equity funding rounds during the year, securing additional capital to support operations and strategic development. As of 31 December 2025, the Group reported cash balances of £3.9m and net assets of £2.9m. Total income for the year was £0.66m, reflecting the first year of contribution from Everfex.

While not reducing the effort to raise the capital to create our own bank, as the Plugin Overdraft® technology had been re-operationalised for Conister, it was decided to seek opportunities in Europe to licence the Plugin Overdraft® to banks in these areas where capital requirements may be less onerous than those sought by start-ups with new products here in the UK. With Conister launching late summer 2026, the decision was taken to begin the marketing effort to licence the Plugin Overdraft® and the Group has held initial discussions with more than 10 banks across Europe and believes there is significant demand for white-label deployment of the Plugin Overdraft® platform.

In the course of the strategic review, we undertook conversations with some interested parties, and it was decided that we should also look to modify our product to include short term credit and potentially other services which SMEs may find useful. As part of this discussion, Fiinu was introduced to a small but expanding and profitable FX business in Poland, which was to give Fiinu a foothold in one of the fastest growing markets in the EU from which eventually to cross sell licences for our Plugin Overdraft® and perhaps work to develop additional functionality to add short term credit, FX and payment services to SMEs. Everfex joined the Group in August 2025 after a period of due diligence undertaken with UK and Polish lawyers and accountants and the involvement of our Nomad in order to ensure that post acquisition the enlarged group remained suitable for admission to AIM.

On the lead up to the acquisition an INED and the CFO resigned for health and relocation reasons set out in RNS notices at the time and the Board took the opportunity to strengthen the Executive and the Board with the recruitment of a COO/Acting CFO and an INED with skills in various areas but particularly in FX transactions. When Everfex then joined the Group after completion of the acquisition and on readmission, the Fiinu Group management team was able to begin the hands on integration process. This ongoing integration process started to raise a number of significant issues and has led to management changes and the Group continues to pursue legal and arbitration claims relating to the acquisition as previously disclosed. As a result of the continuing challenges raised during the integration, a decision has been taken by the Board to be prudent and to recognise a £7.3 million non-cash impairment against goodwill arising on the Everfex acquisition. The consequential reduction in year-end net assets principally reflects the full impairment of goodwill recognised on the Everfex acquisition, however this does not impact the cash position of the Group at the end of 2025, which stood at £3.9m. The Board continues to review if Poland offers strategic optionality and offers the Group the potential to give it a strong foothold in Central Europe and an operational platform from which additional financial services opportunities may be developed.

While the Group recorded a loss for the year of £9.7m, this included significant exceptional and non-recurring costs associated with restructuring, improved technology commercialisation prospects and the Everfex acquisition (£7.7m).

As the Board sought to rebuild the business following 2024's operational scale back and giving back our banking licence, it worked to strengthen the Group's governance framework at the PLC level. As noted the Board was expanded and refreshed with incremental skills. During the year, it established a dedicated Risk Committee, it undertook an externally facilitated Board effectiveness evaluation, it formalised succession planning and further aligned the Group with the principles of the 2024 UK Corporate Governance Code. These steps reflect the Board's belief that robust governance, effective risk management and strong culture are essential foundations for sustainable growth and stakeholder confidence.

Despite the difficulties it is managing in the integration of Everfex, the Board remains confident in the core relevance of Fiinu's Plugin Overdraft®. Open Banking continues to reshape financial services, and the Board believe there remains a substantial opportunity to deliver unbundled, bank-independent financial products that increase competition, flexibility and consumer choice. At the same time, the Group is taking a disciplined approach to capital management.

Looking ahead, our priorities are clear, to continue to pursue the objective of establishing a licensed banking platform and where required seek capital from investors to support this strategy. The Board takes the view that the launch by Conister of the Plugin Overdraft® will raise both investor interest and potential interest among parties that may wish to take a Plugin Overdraft® Licence.

On behalf of the Board, I would like to thank our shareholders, employees, advisers and partners for their continued support during a difficult but transformative year for the Group. I would also like to thank my fellow Board members for their commitment, professionalism and guidance throughout the period.

While challenges remain, Fiinu enters 2026 with renewed strategic clarity and optimism.

David Hopton

Chairman of the Board, Fiinu Plc

CHIEF EXECUTIVE'S STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

During the year we strengthened our financial position, growing cash balances from approximately £0.4m at the start of the year to finishing 2025 with £3.9m of cash within the Group. Whilst the Group's overall loss for the year was £9.7m, 78% of this related to non-cash impairment and cash acquisition-related items. Excluding these non-recurring items, the underlying loss was circa £2m. Although not yet profitable the Group also transformed from non-revenue generating to delivering £0.66m in revenue.

Our ambition remains unchanged, including the objective of establishing a fully licensed banking vertical within the Group, the creation of nearer-term commercial opportunities by seeking further European white label partner banks for our proprietary technology and the ongoing integration of Everfex.

Fiinu plc was shortlisted for Transaction of the Year at the 2025 AIM Awards. The nomination recognised the Company's transformative deal with Manx Financial Group PLC and Conister Bank, which will enable the launch of their innovative Plugin Overdraft®. Conister Bank is expected to become the first bank in the world to deploy this unique technology late-summer 2026. The initial deployment will target 1.4 million existing customers of Payment Assist Limited, a subsidiary of Manx Financial Group, prior to wider open market launch.

Alongside our progress with Conister, we are pursuing commercial opportunities to license the Plugin Overdraft® platform through white-label agreements with other banks. The Group has held initial discussions with more than ten banks across Europe and believes there is significant demand for white-label deployment of the Plugin Overdraft® platform. With more than 5,000 banks operating across Europe alone, we believe the addressable market for the Plugin Overdraft® platform is substantial. We continue to enhance the platform's scalability, integration capabilities and international deployment readiness to support these opportunities.

A significant focus during the year was the integration of Everfex. The Everfex acquisition was aimed at complementing our potential extension of the Plugin Overdraft® to the SME sector, providing the Group with a revenue generating business and with the potential to provide the Group with a foothold in Europe. Since acquiring control of the business, we have strengthened management oversight, improved client portfolio quality, enhanced onboarding standards and introduced more robust AML, collateral and liquidity controls. As part of the continuing integration of Everfex, the Board has decided to recognised a £7.3 million non-cash goodwill impairment arising from the acquisition. This reflects a non-cash adjustment and does not affect the Group's cash resources.

As notified in previous RNS announcements the Group is pursuing material arbitration claims against former management of Everfex and breaches of the Share Purchase Agreement relating to Everfex's acquisition, the potential value of which exceeds the amount of the impairment recognised. The impairment charge assessed under IFRS does not take account of any potential recovery or damages that may ultimately be realised.

The Group ended the year with cash balances of £3.9 million, representing approximately 18 months of operational runway based on average monthly operational burn rate of approximately £220,000, excluding exceptional and non-recurring items.

Looking ahead, I remain confident in the opportunity presented by the proprietary technology the Plugin Overdraft® offers, particularly with the initial release with Conister in the UK and the evolving opportunities in Europe and we will continue the search for investors to fund the creation of our own bank through which we can offer our Plugin Overdraft®.

Marko Sjoblom

Chief Executive Officer, Fiinu Plc

GROUP STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	Notes	2025 £	2024 £
Revenue	3	662,666	-
Gross profit		662,666	-
Administrative expenses		(2,419,414)	(700,645)
Exceptional items	4	(8,552,655)	-
Operating loss	5	(10,309,403)	(700,645)
Finance income	9	36,473	2,216
Finance costs	10	(100,535)	(1,639)
Loss before taxation		(10,373,465)	(700,068)
Income tax credit	12	628,653	-
Loss and total comprehensive income for the year		(9,744,812)	(700,068)

Loss for the financial year is all attributable to the owners of the parent Company.

Total comprehensive income for the year is all attributable to the owners of the parent Company.

Earnings per share	Note 13
Basic			(2.98)		(0.25)
Diluted			(2.98)		(0.25)

GROUP STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025

	Notes	2025 £	2024 £
ASSETS
Non-current assets
Intangible assets	14	878,639	-
Property, plant and equipment	15	1,033	-
		879,672	-
Current assets
Other financial assets	16	994,676	-
Trade and other receivables	18	481,716	48,811
Cash and cash equivalents	19	3,943,760	355,932
Derivative financial assets	25	1,329,667	-
		6,749,819	404,743
Total assets		7,629,491	404,743
EQUITY
Called up share capital	23	39,844,165	27,474,724
Share premium account	23	10,678,819	9,475,486
Own shares	23	(30,151)	(5,100)
Merger reserve		(21,120,782)	(21,120,782)
Shares to be issued	28	-	50,000
Share based payment reserve	32	116,456	-
Retained earnings		(26,598,810)	(15,748,635)
Total equity		2,889,697	125,693
Non-controlling interests		-	-
Total equity		2,889,697	125,693
LIABILITIES
Non-current liabilities
Borrowings	22	2,000,000	-
Deferred tax liabilities	20	63,670	-
		2,063,670	-
Current liabilities
Trade and other payables	21	2,214,808	279,050
Derivative financial liabilities	25	461,316	-
		2,676,124	279,050
Total liabilities		4,739,794	279,050
Total equity and liabilities		7,629,491	404,743

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

	Notes	2025 £	2024 £
ASSETS
Non-current assets
Property, plant and equipment	35	1,033	-
Investments	36	1,373,736	1,373,736
		1,374,769	1,373,736
Current assets
Trade and other receivables	37	2,721,074	76,522
Cash and cash equivalents	19	1,043,368	208,072
		3,764,442	284,594
Total assets		5,139,211	1,658,330
EQUITY
Called up share capital	41	39,844,165	27,474,724
Share premium account	41	29,428,820	28,225,487
Own shares	41	(30,151)	(5,100)
Shares to be issued	28	-	50,000
Share based payment reserve	32	156,674	40,218
Retained earnings		(66,525,618)	(54,311,897)
Total equity		2,873,890	1,473,432
LIABILITIES
Non-current liabilities
Borrowings	39	2,000,000	-
Current liabilities
Trade and other payables	38	265,321	184,898
Total liabilities		2,265,321	184,898
Total equity and liabilities		5,139,211	1,658,330

GROUP STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Notes	Share capital £	Share premium account £	Share based payment reserve £	Own shares £	Merger reserve £	Shares to be issued £	Retained earnings £	Total £
Balance at 1 January 2024		27,474,724	9,475,486	-	(5,100)	(21,120,782)	50,000	(15,048,567)	825,761
Year ended 31 December 2024:
Loss and total comprehensive loss		-	-	-	-	-	-	(700,068)	(700,068)
Balance at 31 December 2024		27,474,724	9,475,486	-	(5,100)	(21,120,782)	50,000	(15,748,635)	125,693
Year ended 31 December 2025:
Loss and total comprehensive loss		-	-	-	-	-	-	(9,744,812)	(9,744,812)
Transactions with owners: Issue of share capital	23	12,369,441	1,203,333	-	-	-	(50,000)	-	13,522,774
Grant of share options	32	-	-	116,456	-	-	-	-	116,456
Cancellation of warrants	32	-	-	-	-	-	-	(1,105,363)	(1,105,363)
Purchase of shares by employee benefit trust	23	-	-	-	(25,051)	-	-	-	(25,051)
Balance at 31 December 2025		39,844,165	10,678,819	116,456	(30,151)	(21,120,782)	-	(26,598,810)	2,889,697

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Notes	Share capital £	Share premium account £	Share based payment reserve £	Own shares £	Shares to be issued £	Retained earnings £	Total £
Balance at 1 January 2024		27,474,724	28,225,487	40,218	(5,100)	50,000	(53,141,837)	2,643,492
Year ended 31 December 2024:
Loss and total comprehensive loss		-	-	-	-	-	(1,170,060)	(1,170,060)
Balance at 31 December 2024		27,474,724	28,225,487	40,218	(5,100)	50,000	(54,311,897)	1,473,432
Year ended 31 December 2025: Loss and total comprehensive loss		-	-	-	-	-	(11,108,358)	(11,108,358)
Transactions with owners:
Issue of share capital	23	12,369,441	1,203,333	-	-	(50,000)	-	13,522,774
Grant of share options	32	-	-	116,456	-	-	-	116,456
Purchase of shares by employment benefit trust	23	-	-	-	(25,051)	-	-	(25,051)
Cancellation of warrants	32	-	-	-	-	-	(1,105,363)	(1,105,363)
Balance at 31 December 2025		39,844,165	29,428,820	156,674	(30,151)	-	(66,525,618)	2,873,890

GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025

		2025		2024
	Notes	£	£	£	£
Cash flows from operating activities
Cash absorbed by operations	26		(4,107,568)		(897,626)
Income taxes received			407,391		-
Net cash outflow from operating activities			(3,700,177)		(897,626)
Investing activities
Cash acquired on purchase of subsidiary	27	1,178,164		-
Purchase of property, plant and equipment		(1,305)		-
Interest received		25,839		2,216
Net cash generated from investing activities			1,202,698		2,216
Financing activities
Proceeds from issue of shares		4,163,581		-
Employee benefit trust shares purchased		(25,051)		-
Proceeds from borrowings		2,000,000		-
Payment of lease liabilities		-		(57,776)
Interest paid		(53,223)		(1,639)
Net cash generated from/(used in) financing activities			6,085,307		(59,415)
Net increase/(decrease) in cash and cash equivalents			3,587,828		(954,825)
Cash and cash equivalents at beginning of year			355,932		1,310,757
Cash and cash equivalents at end of year			3,943,760		355,932

COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025

		2025		2024
	Notes	£	£	£	£
Cash flows from operating activities
Cash (absorbed by)/generated from operations	42	(4,801,929)		262,241
Net cash (outflow)/inflow from operating activities			(4,801,929)		262,241
Investing activities
Purchase of property, plant and equipment		(1,305)		-
Loans made to other entities		(500,000)		-
Net cash used in investing activities			(501,305)		-
Financing activities
Proceeds from issue of shares		4,163,581		-
Employee benefit trust shares purchased		(25,051)		-
Proceeds from borrowings		2,000,000		-
Payment of lease liabilities		-		(57,776)
Interest paid		-		(1,639)
Net cash generated from/(used in) financing activities			6,138,530		(59,415)
Net increase in cash and cash equivalents			835,296		202,826
Cash and cash equivalents at beginning of year			208,072		5,246
Cash and cash equivalents at end of year			1,043,368		208,072

For full filings and complete set of accompanying Notes to the consolidated financial statements for the year ending 31 December 2025 please visit the Company's website at www.fiinuplc.com.

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 2025 and 31 December 2024, but extracts from them. The Annual Report and Accounts for the year ended 31 December 2025, together with the Notice of Annual General Meeting, will be dispatched to shareholders shortly and will be available to download from the Company's website at https://fiinuplc.com/annual-and-interim-reports 

 

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