SWAP.L Regulatory News (SWAP)

29 September 2015

MoneySwap Plc

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

Audited Results for the year ended 31 March 2015

MoneySwap (AIM: SWAP), the provider of payment solutions to online and point of sale merchants licenced for UnionPay in the UK and the provider for the UnionPay MoneyExpress service enabling overseas persons to send funds directly to UnionPay cardholders in China, is pleased to announce the Company's audited results for the 12 months ended 31 March 2015.

Highlights for the year ended 31 March 2015

· FIS and Sage Pay, two leading PSPs in the UK, have integrated their UnionPay POS e-gateway with MoneySwap.

· Signet Jewelers Limited UK enabled over 550 of its outlets in the UK to accept UnionPay card payments using MoneySwap UnionPay solution.

· Successfully completed integration of MoneyExpress service with key banks and remittance partners, including Xoom Corporation, one of the leading digital money transfer service providers in the US.

· Administrative and operating expenses were significantly reduced by 21% to US$3.79 million (£2.35 million) from US$4.80 million (£2.98 million) in 2014.

· Net loss for the year was US$3.46 million (£2.15 million), improved by 25% compared with last year's loss of US$4.64 million (£2.88 million).

A copy of the annual report and accounts will shortly be made available on the Company's website, www.moneyswapholdings.com, in accordance with AIM Rule 20.

For further information, please contact:

About MoneySwap (www.moneyswap.com)

MoneySwap provides payment solutions and gateways to merchants that allow both online and point of sale transactions to be settled using UnionPay cards in the UK. In addition, UnionPay has licensed MoneySwap for its MoneyExpress service, which enables overseas persons to send funds directly to UnionPay cardholders in China. The Company also offers an online peer-to-peer platform for currency exchange and payments. The Company's shares are traded on the London Stock Exchange's AIM market (AIM: SWAP). More information can be found at www.moneyswap.com .

CHIEF EXECUTIVE OFFICER'S STATEMENT

Dear Shareholders,

During the financial year ended 31 March 2015, the Directors believe that MoneySwap Plc ("MoneySwap", the "Company" or the "Group") made significant improvements towards achieving its strategy. On the financial side, although gross profit decreased by 40% to US$100,000 (£62,000), from US$167,000 (£104,000) in 2014, administrative and operating expenses were significantly reduced by 21% to US$3.79 million (£2.35 million) from US$4.80 million (£2.98 million) in 2014. As a result, net loss for the year was US$3.46 million (£2.15 million), improved by 25% compared to last year's loss of US$4.64 million (£2.88 million).

The Group continued to focus on providing merchant acquisition and remittance services for UnionPay and did not sell any prepaid cards during the financial year (2014 prepaid cards revenue: US$20,000 (£12,000)). In the year, transaction volumes through our MoneySwap e-gateways were: point of sale (POS) US$632,000 (2014: US$4.48 million), online e-commerce US$4.23 million (2014: US$11.24 million) and MoneyExpress US$620,000 (2014: US$17,000). The decrease in transaction volumes for POS and online e-commerce payments was due to the strategic change of our core merchants, from those mostly located in Hong Kong, to high-end merchants in the United Kingdom. Transaction volumes for MoneyExpress increased significantly as we gained traction with channel sales partners who offered our MoneyExpress services to their customers. In terms of funding, the Company raised US$2.36 million (£1.46 million) through the issue of convertible loan notes which could be converted to shares at the discretion of the Company only. In addition, the Company concluded a private placement of US$200,000 (£124,000) at a placement price of 0.8 pence (GBP) per share which involved issuing of 16,820,375 ordinary shares. During the year, the equity was further increased by the conversion of US$2.72 million (£1.69 million) of loans and accrued interest to ordinary shares with conversion price at 0.8 pence per share. Subsequent to the year end, the Company raised, through a private placement, an additional £2.30 million (US$3.70 million) and used this equity funding to reduce liabilities by US$2.58 million to US$1.57 million. For further details, please refer to April 2015 private placement section below.

Business review (April 2014 - March 2015)

The financial year was dominated by establishing new sales partnerships and integrating our solutions with key Payment Service Providers (PSPs). These efforts were vital to build the foundations to give MoneySwap a market-leading solution for point of sale (POS), a significant existing merchant base looking to start taking UnionPay payments and partner sales teams ready to provide referrals. These technical integrations took more time and resources than expected and as a result revenues suffered. However, these were completed successfully and we believe we now have a great POS product and traction with major partners and their merchants in the UK.

During the latter part of the year, our UnionPay POS e-gateway was fully integrated with two of the leading PSPs in the UK - FIS and Sage Pay. A host to host integration was made with each of these PSPs and enabled them to provide their merchants with plug-in-and-play solutions for UnionPay card payments on their existing payment infrastructure.

FIS has over 14,000 retailers in Europe while Sage Pay provides payment services to over 55,000 merchants in the UK. MoneySwap offers these partners and UK retailers a full one stop service which includes the payment e-gateways, merchant accounts, settlements, reporting and support services. Post period, one of the retailers serviced by FIS, Signet Jewelers Limited UK, enabled over 550 of its outlets in the UK to accept UnionPay card payments using our UnionPay solution. We expect a significant number of brand name merchants to follow suit.

Another key partnership established was with Flex-E-Vouchers Limited. Flex-E-Vouchers provides retail gift cards (Flex-e-card) accepted at over 60 shopping malls in the UK, including Westfield (which operates the largest shopping mall in Europe with over 300 retailers) and those owned by Intu Properties plc (who owns 19 of the 25 largest shopping malls in the UK). UnionPay cardholders can now use their cards to buy a gift card for any of these shopping malls either in person, or online, before they arrive in the UK. This enables them to spend at stores within these shopping malls even if the store itself does not accept UnionPay cards.

During the period, other UK retailers acquired by MoneySwap included Air Charter Service, one of the leading private jet leasing companies, LuLu Guinness, a fashion retailer with branches across the UK, and a number of independent jewelers.

We also established significant relationships with trade associations. These included VisitBritain, China-Britain Business Council (CBBC), Association of Leading Visitor Attractions (ALVA), the City of London Corporation and New West End Company. These represent a number of the major tourist attractions in the UK as well as high end retailers and travel related companies such as major airlines, hotels and travel agencies. Our UnionPay solutions were, and continue to be, promoted at a number of their workshops and seminars which has led to new merchants. This relationship building exercise is proving to be a success post period, since the recent completion of our POS integrations with FIS and Sage Pay.

During the period, MoneySwap was the first UnionPay partner to go live with MoneyExpress. This enables remittances from outside of China to credit a UnionPay card in China, in real time. This is a huge opportunity given there are over 800 million UnionPay cardholders in China and remittances into China were valued at US$64 billion in 2014. During the latter part of the financial year, we completed integration of our MoneyExpress service with key banks and remittance partners. These include Hong Leong Bank of Malaysia (over 300 branches) and Xoom Corporation, one of the leading digital money transfer service providers in the US. The US is a key market as approximately US$13 billion was remitted from the US to China during 2012. With these partners we developed tools which enable new remittance partners and banks to integrate with our MoneyExpress solution within four to six weeks. This is a short and easy route to market for potential sales partners who want to offer this easy, convenient and fast MoneyExpress remittance service to their customers.

These successes validated our sales strategy and ability to execute. The pace was hampered by the lower than expected level of awareness of the UnionPay brand in the UK and, of course, awareness of our own brand. However, both are now working to increase their brand awareness and we expect that this will continue with the support of our sales partners and the expected increase of Chinese visitors to the UK.

During 2014/15, we also achieved greater scalability. We applied innovative technology to enhance many of our processes including: anti-money laundering, merchant settlements and reporting, customer support, peer to peer payments, currency exchange, and cross border payments. This was a major investment of resources which provides scale and the capability and flexibility to handle the expected fast growth in customers. The lower costs realised by applying innovative technology explain some of the 21% reduction in operating costs.

In summary the financial year achieved traction with leading sales partners, established market-leading products, validated our strategy and demonstrated our ability to execute. It also positioned MoneySwap on the revenue curve.

Products and services

Our focus remained on providing three UnionPay services:

These consist of: 1) Point of Sale (POS) which enables UK merchants to accept payment with the cardholders present swiping their cards; 2) online e-commerce payments, referring to payments made by a cardholder in China for products and services offered online by UK based merchants; and 3) MoneyExpress, which enables funds to be remitted from outside of China to UnionPay cardholders in China. Our proprietary technology and intellectual property ensures that these remittances are extremely fast and can be completed within one minute (including the usually lengthy transaction verification by UnionPay, the cardholder's bank in China and the State Administration of Foreign Exchange in China).

Emphasis of matter

The auditor's report to the financial statements for the year ended 31 March 2015 includes an emphasis of matter in relation to the Group's ability to continue as a going concern. The Company will be required to raise additional funds in the near term in order to continue its operations at the current level. The Company has historically received the support of certain of its key shareholders and directors, who have indicated that they will be willing to continue to support the business. In addition, the Company is in discussions with a number of external parties in relation to a potential investment into MoneySwap. It is not yet known whether such investment, should it be secured, will take the form of debt or equity. Notwithstanding this, the Directors are confident in the Group's ability to continue as a going concern and consider that the Group is poised for revenue growth.

Post-year outlook

With the traction gained with sales partners such as FIS, Sage Pay and Xoom, we believe we are in a strong position for revenue growth. Both FIS and Sage Pay have developed plug-in-and-play solutions for their many merchants to accept UnionPay payments using the MoneySwap e-gateways. With 60,000+ merchants between them they offer MoneySwap a large UK customer base which can quickly and easily be enabled to serve the growing spend by Chinese consumers. Already, some of Sage Pay's key partners such as Global Blue, Futura and BT Expedite, who are payment solution providers in their own right, have expressed strong interest to work with MoneySwap. In the case of Global Blue, the leading global provider of Tax Free Shopping, they have signed a sales partner agreement with MoneySwap and are actively working to introduce our payment solution to their new and existing merchants, which include high end brands in the hotel and retail sectors. Chinese consumers are a significant driver in this sector accounting for about 30 percent of global luxury sales in 2015. We also expect meaningful revenue growth from our existing merchants such as Signet, Lulu Guinness, Flex-e-card as they meet the growing demand of Chinese visitors.

We have also seen an opportunity to develop our growing reputation as Chinese payment solution experts. Through our relationships with the trade associations and government departments, like ALVA and VisitBritain, we are often asked to present our solutions, and insight on the wider China payment market, to their members and merchants. We expect these efforts to provide new sales opportunities for our UnionPay solutions.

Another key driver for our online e-commerce solution is the burgeoning growth of cross border e-commerce purchases made by Chinese consumers. China has now outperformed the US in total e-commerce sales; US$296 billion and US$263 billion respectively. MoneySwap enables UK merchants to accept UnionPay cards for Chinese cross border e-commerce payments. In addition to our payment solutions, MoneySwap is looking at different strategies to assist merchants to increase their brand awareness in China and to ease the friction on logistics and delivery of products and services to China. MoneySwap aspires to make the cross border e-commerce experience as seamless as possible for both merchants and the Chinese buyers.

A number of our partners such as FIS and Sage Pay, as well as our merchants, have customers and branches throughout Europe. There is a strong demand for us to extend our services outside of the UK. The technical integrations are already in place and we intend to apply for regulatory approval to serve partners, merchants and Chinese visitors throughout Europe. This represents an exciting growth opportunity given that in 2014 the UK had approximately 196,000 Chinese visitors who stayed at least one night, while in Europe these visitors numbered 8.5 million and during the first half of 2015 they exceeded 9 million. Their average spending was US$1,112, up 7.0% from a year ago.

Remittances via MoneyExpress also represents a high growth and high potential service for MoneySwap. China will receive US$66 billion in 2015 in remittance inflows, according to World Bank projections. With proven partners such as Xoom and Hong Leong Bank, we have the track record to attract other large money transfer operators and banks. With over 35 million Chinese migrants living abroad we expect the demand for our MoneyExpress service to increase. In addition, MoneySwap has signed an agreement with a Malaysian company, Tranglo, which will enable MoneySwap partners and customers to send funds to other countries in South East Asia including India, Indonesia and the Philippines. We are in the early stages of software development and expect this service to be available in the latter part of the new financial year.

With the emergence of the new Maritime Silk Road initiative by China, the value of bilateral trade between China and the 10 ASEAN countries is predicted to exceed US$500 billion in 2015. MoneySwap aspires to make SME bilateral trade payments easier, less expensive and quicker. We are in discussions to partner with third party cross border payment companies in China who can facilitate inbound and outbound payments. We intend to offer this cross border trade payment service to sales partners outside of China who already serve the SME market and using our service can offer their SMEs a transparent, quick and convenient trade payment service into and out of China. Our MoneySwap peer to peer payment and currency exchange platform will be a vital component of the solution. This is an exciting opportunity for MoneySwap.

Each one of these payment solutions represents an opportunity for significant revenue generation. MoneySwap now has traction with major payment providers, merchants, remittance operators and banks. Whilst progress is taking time, the market potential is significant and with the traction we have, we believe that in MoneySwap there is an opportunity to "tap into the spending of millions of Chinese consumers and SMEs".

April 2015 private placement

Subsequent to the year end in April 2015, the Company further raised £2.30 million (US$3.70 million) through a private placement at a placement price of 0.8 pence per share which involved issuing of 287,500,000 ordinary shares. Furthermore, the Company issued 28,698,846 ordinary shares to the directors for partial settlement of outstanding director fees earned between 2012 and 2015 at a conversion price of 0.8 pence each. As a result of the private placement and fees conversion, the Group's financial position is significantly improved.

Conclusion

I thank our talented, loyal and committed staff at MoneySwap for providing value to our customers. I am proud of their achievements and personal growth. They are highly focused and determined to deliver. I also thank our board of directors for their support and governance. They are always there when they are needed. And finally, you our shareholders, thank you for another year of support and patience. We believe we are well poised for revenue growth and look forward to being able to update you with positive developments at the appropriate time.

Richard V. Proksa

Chief Executive Officer

Date: 29 September 2015

CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME 

FOR THE YEAR ENDED 31 MARCH 2015

The notes set out below form part of these financial statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2015

The notes set out below form part of these financial statements.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2015

The notes set out below form part of these financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2015

The notes form part of these financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AND COMPANY STATEMENT OF FINANCIAL POSITION

FOR THE YEAR ENDED 31 MARCH 2015

1 General

MoneySwap Plc (the "Company") and its subsidiaries (together the "Group") are principally engaged in providing merchant acquisition and remittance services for China UnionPay ("CUP"), and operating an online peer to peer foreign exchange and payment platform.

The Company is a public limited company incorporated and domiciled in Gibraltar. The Company's shares were listed on the Alternative Investment Market ("AIM") of the London Stock Exchange on 31 August 2011.

2 Significant accounting policies

The consolidated financial statements of the Group have been prepared in accordance with International Financial Report Standards ("IFRSs") as adopted by the European Union ("EU"). IFRSs are subject to amendment and interpretation by the International Accounting Standards Board ("IASB") and the IFRSs Interpretations Committee and there is an ongoing process and review and amendment by the European Commission.

These accounting policies comply with each IFRSs that were mandatory for accounting for the year ended 31 March 2015.

The consolidated financial statements also comply with Gibraltar Companies (Accounts) Act 1999, the Gibraltar Companies (Consolidated Accounts) Act 1999 and the Gibraltar Companies Act 1930 (as amended). Under Section 10(2) of the Gibraltar (Consolidated Accounts) Act 1999, the Company is exempt from the requirement to present its own statement of profit and loss and other comprehensive income.

The Government of Gibraltar passed into law the Companies Act 2014 ("the New Act") on 1 November 2014. The accounting and audit provisions of the New Act come into force for annual periods commencing on or after 1 November 2014. The Company and the Group are continuing to assess the impact of the New Act but this is expected to be negligible.

The parent company made a loss after tax of US$3,186,233 (2014: loss of US$14,493,685).

The principal accounting policies adopted by the Group in the preparation of its financial statements for the year ended 31 March 2015 with comparatives for the year ended 31 March 2014, are set out below. The accounting policies have been consistently applied to all periods provided.

Going concern

The Group has prepared a budget covering 12 months from the date of this report. After careful review of the Group's budget and its inherent assumptions and sensitivities for profit and free cash flow generation, the Group's operations are expected to keep on improving and become profitable. In addition, the Group is actively negotiating additional equity/debt funding from potential investors. Should this new equity/debt funding not conclude, support will continue to be provided by certain existing significant shareholders and debt providers. Subsequent to the year end, the Group received equity investment of £2,300,000 and loans of US$150,000 and HK$810,000 from unrelated parties, for details, please refer to note 29. As such, the directors are confident that the Company and the Group have adequate financial resources to continue in operational existence for the foreseeable future from the date of approval of this report. They have therefore continued to adopt the going concern basis in preparing the financial statements which do not include any adjustments that may result if the Group was unable to continue as a going concern, including any changes to critical accounting estimates and judgements disclosed in note 3 or any additional provisions which may be required.

Basis of consolidation

The consolidated financial statements incorporate the results of the Company and entities controlled by the Company (its subsidiaries).

These financial statements consolidate the results and statement of financial position of the Company and those entities treated as subsidiaries using the acquisition method of accounting.

Significant accounting policies (continued)

Basis of consolidation (continued)

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is expected to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit and loss and other comprehensive income from the date the Group gains control until the date when the Group ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributable to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

Goodwill

Goodwill is the difference between the cost of an acquired entity and the aggregate of the fair value of that entity's identifiable assets and liabilities. Positive goodwill is capitalised on the consolidated statement of financial position.

Any goodwill that arises is tested annually for impairment. If any indications of impairment exist then an impairment loss is recognised if the carrying amount of the goodwill exceeds its estimated recoverable amounts.

Investment in associate

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

The results and assets and liabilities of associate are incorporated in the consolidated financial statements using the equity method of accounting. Under the equity method, investment in associate is carried in the consolidated statement of financial position at cost as adjusted for post-acquisition changes in the Group's share of the net assets of the associate, less any impairment in the value of individual investments.

Losses of an associate in excess of the Group's interest in that associate (which includes any long-term interests that, in substance, form part of the Group's net investment in the associate) are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.

Where a group entity transacts with an associate of the Group, profits and losses are eliminated to the extent of the Group's interest in the relevant associate.

Property, plant and equipment

Property, plant and equipment are stated at historical cost less depreciation less any recognised impairment losses. Subsequent costs are included in an asset's carrying amount only when it is probable that future economic benefits associated with the item will flow to the Group and the costs can be measured reliably. All other costs, including repairs and maintenance costs, are charged to the statement of profit and loss and other comprehensive income in the period in which they are incurred.

2 Significant accounting policies (continued)

Property, plant and equipment (continued)

Depreciation is provided on all property, plant and equipment and is calculated on a straight-line basis as follows:

Leasehold improvements - 20%

Office and computer equipment - 20%

Depreciation is provided on cost less residual value. The residual value, depreciation methods and useful lives are annually reassessed.

The carrying values of property, plant and equipment are reviewed for impairment annually and when events or changes in circumstances indicate that the carrying value may be impaired. Any impairment is taken direct to the statement of profit and loss and other comprehensive income.

Intangible assets

Intangible assets consist of development expenditure incurred in respect of software for the Group's electronic exchange platform and payment gateway systems and is recognised as an intangible asset in accordance with the provision of IAS 38 "Intangible Assets". Capitalised development expenditure is stated at cost less accumulated amortisation and impairment losses, if any. Amortisation of these assets is charged to administrative and operating expenses in the statement of profit and loss and other comprehensive income on a straight-line basis over the expected useful economic life of the asset.

Amortisation is charged against assets from the date at which the asset becomes available for use and is calculated on straight line basis as follows:

Electronic exchange platform - 20%

Payment gateway systems - 20%

Where no intangible asset can be recognised, development expenditure is treated as expenditure in the period in which it is incurred.

Impairment of non-financial assets

At each balance sheet date, the directors review the carrying amounts of the Group's 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.

Equity

Equity comprises the following:

· "Share capital" represents amounts subscribed for shares at nominal value.

· "Share premium" represents amounts subscribed for share capital, net of issue costs, in excess of nominal value.

·  "Share-based payment reserve" represents amounts credited for share option expenses, until exercise or forfeiture of share options, when the amounts are taken into share capital and premium or retained earnings.

· "Foreign exchange translation reserve" represents the exchange differences arising from the translation of the financial statements of the parent company into the Group's presentation currency and the translation at the closing rate of the net investment in the subsidiaries.

2 Significant accounting policies (continued)

Equity (continued)

· "Combination reserve" represents amounts arising from the difference between the cost of the acquisition and the fair value of the assets to be recorded to the account for the share for share exchange, which occurred during the years ended 31 March 2011 and 31 March 2012.

· "Retained earnings" represents the accumulated profits and losses attributable to equity shareholders.

Financial instruments

Financial assets and financial liabilities are recognised in the consolidated statement of financial position when the Group becomes a party to the contractual provisions of the instrument.

Trade and other receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest method. A provision is established when there is objective evidence that the Group will not be able to collect all amounts due. The amount of any provision is recognised in the statement of profit and loss and other comprehensive income.

Trade and other payables are initially measured at fair value, and are subsequently measured at amortised cost using the effective interest rate method.

Cash and cash equivalents comprise cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts.

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

Convertible loan notes

At initial recognition the convertible loan notes which do not contain an equity component are measured at fair value and subsequently carried at amortised cost. The interest expense recognised in the statement of profit and loss and other comprehensive income for the convertible loan notes is calculated using the effective interest method.

If the note is converted, the carrying amounts of the convertible loan notes are transferred to share capital and share premium as consideration for the shares issued. If the note is redeemed, any difference between the amount paid and the carrying amount is recognised in the statement of profit and loss and other comprehensive income.

Revenue recognition

Revenue comprises commission from merchant acquisition services for China UnionPay ("CUP") and commission received on the execution of foreign exchange and fund transfers on behalf of the clients. Other income mainly comprises bank interest income, gain on de-recognition of convertible loan notes and service fee income.

· Commission from merchant acquisition services is recognised based on settlement of the relevant payment transactions.

· Commission from remittance is recognised on an accruals basis following execution of the transactions.

· Bank interest income is recognised as it accrues using the effective interest method.

· Gain on de-recognition of convertible loan notes is recognised for the difference between the carrying amount and face value of the convertible loan notes upon de-recognition.

· Service fee income is recognised when the services are rendered.

Foreign currency translation

The functional currency of the Company is Sterling ("£"). As the Group operates in both Europe and Asia, United States dollars ("US$") is used as the presentation currency for the Group's consolidated financial statements. Foreign currency transactions by Group companies are recorded in their functional currencies at the exchange rate at the date of the transaction. Monetary assets and liabilities have been translated at rates in effect at the balance sheet date, with any exchange adjustments being charged or credited to profit or loss.

On consolidation the assets and liabilities of the subsidiaries with non-United States dollars functional currency are translated into the Group's presentation currency at the exchange rate at the balance sheet date and the income and expenditure account items are translated at the average rate for the period.

For the purpose of foreign currency translation, the net investment in a subsidiary is determined inclusive of foreign currency intercompany balances for which settlement is neither planned nor likely to occur in the foreseeable future.

Foreign currency differences are recognised in other comprehensive income, and presented in the foreign currency translation reserve (translation reserve) in equity. If the operation is a non-wholly-owned subsidiary, then the relevant proportionate share of the translation difference is allocated to the non-controlling interests.

In the statement of cash flows, cash flows denominated in foreign currencies are translated into the presentation currency of the Group at the average exchange rate for the year or at the prevailing rate at the time of the transaction where more appropriate.

The exchange rate applied at the statement of financial position date was US$1.4837 per £1 (2014: US$1.6642).

Employment benefits

Provision is made in the financial statements for all employee benefits. Liabilities for wages and salaries, including non-monetary benefit and annual leave obliged to be settled within 12 months of the balance sheet date, are recognised in accruals.

Share-based payments

The grant-date fair value of share-based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment awards is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

The Group measures the cost of equity-settled share-based payments by reference to the fair value of the equity instruments at the date at which they are granted.

Lease payments

Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease.

Current tax

Current tax for each taxable entity in the Group is based on the local taxable income at the local statutory tax rate enacted or substantively enacted at the balance sheet date and includes adjustments to tax payable or recoverable in respect of previous periods.

Deferred tax

Deferred tax is calculated using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, if the deferred tax arises from the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss, it is not accounted for. Deferred tax is determined using tax rates and laws that have been enacted (or substantially enacted) by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

Deferred tax liabilities are provided in full.

Deferred tax assets are recognised to the extent that it is probable that, i.e., more likely than not, future taxable profits will be available against which the temporary differences can be utilised.

Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the statement of profit and loss and other comprehensive income, except where they relate to items that are charged or credited directly to equity in which case the related deferred tax is also charged or credited directly to equity.

New standards and amendments adopted during the year

The following new standards and amendments became effective during the year:

· IFRIC 21: Levies - effective for annual periods commenced on or after 1 January 2014

· Amendments to IFRS 10, 12 and IAS 27: Investment Entities - effective for annual periods commenced on or after 1 January 2014

· Amendments to IAS 32: Offsetting Financial Assets and Liabilities - effective for annual periods commenced on or after 1 January 2014

· Amendments to IAS 36: Recoverable Amount Disclosures for Non-Financial Assets - effective for annual periods commenced on or after 1 January 2014

· Amendments to IAS 39: Novation of Derivatives and Continuation of Hedge Accounting - effective for annual periods commenced on or after 1 January 2014

The adoption of the above new standards and amendments in the current year did not have material effect on the consolidated financial statements.

New standards and interpretations in issue but not yet effective

At the date of authorisation of these consolidated financial statements, the following standards and interpretations were in issue but not yet mandatorily effective and have not been applied in the financial statements:

· IFRS 9 - Financial Instruments - effective for annual periods commencing on or after 1 January 2018

· IFRS 14 - Regulatory Deferral Accounts - effective for annual periods commencing on or after 1 January 2016

· IFRS 15 - Revenue from Contracts with Customers - effective for annual periods commencing on or after 1 January 2017

· Amendments to IFRS 7 - Financial instruments: disclosures - effective for annual periods commencing on or after 1 January 2016

· Amendments to IFRS 11 - Joint Arrangements: Accounting for Acquisitions of Interests - effective for annual periods commencing on or after 1 January 2016

· Amendments to IFRS 13 - Fair value measurement - effective for annual periods commencing on or after 1 July 2014

· Amendments to IAS 16 and IAS 38 - Clarification of Acceptable Methods of Depreciation and Amortisation - effective for annual periods commencing on or after 1 January 2016

· Amendments to IAS 19 - Defined Benefit Plans: Employee Contributions - effective for annual periods commencing on or after 1 July 2014

· Amendments to IAS 24 - Related party transactions - effective for annual periods commencing on or after 1 July 2014

· Amendments to IAS 27 - Equity Method in Separate Financial Statements - effective for annual periods commencing on or after 1 January 2016

The directors anticipate that the adoption of these standards and interpretations will not have a material impact on the consolidated financial statements in the period of initial adoption.

3 Critical accounting estimates and judgements

In preparing the consolidated financial statements, IFRSs requires management to exercise its judgement in the process of applying the Group's accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The critical accounting estimates and judgments made by the Group regarding the future or other key sources of estimation uncertainty and judgment that may have a significant risk of giving rise to a material adjustment to the carrying values of assets and liabilities within the next financial year are:

Share-based payments

The Group measures the cost of share options granted by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an external valuer using a Binomial model, with the assumptions detailed in note 17. The accounting estimates and assumptions relating to these share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact expenses and equity.

Impairment of goodwill

The Group determines whether goodwill is impaired on an annual basis. This requires an estimation of the recoverable amount of the cash-generating units, using value-in-use calculations, to which the goodwill is allocated. These value-in-use calculations require the Group to estimate the future cash flows expected to arise from the cash-generating units and a suitable discount rate in order to calculate the present values. The assumptions used in this estimation of recoverable amount and the carrying amount of goodwill are discussed in note 11.

Development expenditure

The Group's accounting policy for development expenditure results in certain items of expenditure being capitalised where it is considered likely to be recoverable by future revenue generated from sales achieved by the Group. This policy requires management to make certain estimates and assumptions as to future events and circumstances. Any such estimates and assumptions may change as new information becomes available. If, after having capitalised the expenditure under the policy, a judgement is made that recovery of the expenditure is unlikely, the relevant capitalised amount will be written off to the statement of profit and loss and other comprehensive income. 

Impairment of development expenditure

In accordance with the Group's accounting policy, each asset (or cash generating unit) is evaluated every reporting period to determine whether there are any indications of impairment. If any such indication exists, a formal estimate of recoverable amount is performed and an impairment loss recognised to the extent that carrying amount exceeds recoverable amount. The recoverable amount of an asset (or cash generating group) of assets is measured at the higher of fair value less costs to sell and value in use.

Impairment of development expenditure (continued)

Fair value is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. Value in use is also generally determined as the present value of the estimated future cash flows, but only those expected to arise from the continued use of the asset in its present form and its eventual disposal. Present values are determined using a risk-adjusted pre-tax discount rate appropriate to the risks inherent in the asset. Future cash flow estimates are based on expected sales volumes and prices (considering current and historical prices, price trends and related factors), operating costs and future capital expenditure. This policy requires management to make these estimates and assumptions which are subject to risk and uncertainty. Hence, there is a possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the capitalised development expenditure. In such circumstances, some or all of the carrying value of the asset may be impaired and the impairment would be charged against the statement of profit and loss and other comprehensive income.

Useful economic life of intangible assets

For intangible assets which have a finite life, the directors revisit their estimate of useful economic life at each period end and revise accordingly. The directors take into consideration the intangible asset and related sales volume (including historic and projected).

4 Segmental information

In the opinion of the directors, the Group has three business lines as described below, which are managed separately as they require different strategies:

- Prepaid cards ("PP cards")

- Merchant acquisition and remittance services for CUP ("Merchant acquisition and remittance")

- Peer to peer foreign exchange and payment ("P2P")

For the Group's internal reporting process, operating performance for peer to peer foreign exchange and payment are assessed together and therefore, their segmental results are combined.

The directors consider that it is neither possible nor meaningful to distinguish aggregate amortisation and depreciation, other administrative and operating expenses and taxation between the business segments, nor segmental net assets and liabilities. As a result these amounts are not reported to the chief operating decision maker on a segmental basis.

The Group is organised around two main geographical areas and a split of the geographical segments is as follows:

The major changes in segment assets during the year mainly relate to the decrease in property, plant and equipment and intangible assets for normal depreciation/amortisation.

5 Other income

6 Staff costs

Staff costs, including directors' remuneration, are as follows:

During the year, the average number of persons employed by the Group is 21 (2014: 32), categorised as follows:

The total remuneration of the directors for each year is as follows:

7 Loss before taxation

Loss before taxation is stated at after charging/(crediting) the followings:

8 Taxation

Taxation in the consolidated statement of profit and loss and other comprehensive income represents:

Taxation of the Company and its subsidiaries is recognised based on the rules and regulations of their respective countries of incorporation.

Taxation in the consolidated statement of financial position represents: