TIDMPAY 
 

PayPoint Plc

Results for the year ended 31 March 2023

A strong year across the PayPoint Group establishing a materially enhanced platform for future growth and reporting profit before tax at the top end of range of market expectations

FINANCIAL HIGHLIGHTS

   -- Net revenue1 from continuing operations of GBP128.9 million (FY22: 
      GBP115.1 million) increased by GBP13.8 million (11.9%) 
 
   -- Underlying EBITDA2 of GBP61.3 million (FY22: GBP58.2 million) increased 
      by GBP3.1 million (5.2%) 
 
   -- Underlying profit before tax (profit before tax excluding adjusting 
      items)3 of GBP50.8 million (FY22: GBP48.0 million) increased by GBP2.8 
      million (5.8%) 
 
   -- Strong underlying cash generation from continuing operations excluding 
      exceptional items4 of GBP62.3 million (FY22: GBP53.9 million) 
 
   -- Net corporate debt5 of GBP72.4 million (FY22: GBP43.9 million) increased 
      by GBP28.5 million, after cash of GBP61.9 million used in Appreciate 
      Group acquisition. 
 
   -- Increased ordinary final dividend of 18.6 pence per share declared, 
      consistent with our progressive dividend policy, and representing an 
      increase of 3.3% vs the final dividend declared on 26 May 2022 of 18.0 
      pence per share 
 
   -- Authority in place, and to be renewed at AGM on 7 September 2023, for any 
      future share buyback programme 
 
 
Year ended 31 March 2023                           FY23         FY22  Change 
------------------------------------------ 
Revenue from continuing operations          GBP167.7m    GBP145.1m      15.6% 
Net revenue from continuing operations(1)   GBP128.9m    GBP115.1m      11.9% 
Underlying EBITDA(2)                        GBP61.3m     GBP58.2m        5.2% 
 
Underlying profit before tax (profit 
 before tax excluding adjusting 
 items)(3) -- PayPoint segment                 GBP50.3m     GBP48.0m     4.8% 
Underlying profit before tax (profit 
 before tax excluding adjusting 
 items)(3) -- Love2shop segment                 GBP0.5m            -        - 
------------------------------------------ 
Underlying profit before tax (profit 
 before tax excluding adjusting 
 items)(3)                                     GBP50.8m     GBP48.0m     5.8% 
Adjusting items(6)                            GBP(8.2)m      GBP0.5m      n/m 
Profit before tax from discontinued 
 operation including exceptional 
 item                                                 -  GBP30.0m         n/m 
Profit before tax                              GBP42.6m     GBP78.5m  (45.8)% 
                                                         -----------  ------- 
 
Diluted earnings per share from 
 continuing operations excluding 
 adjusting items                                  60.3p  55.4p           8.8% 
Ordinary paid dividend per share            34.6p        33.6p           3.0% 
Ordinary reported dividend per 
 share                                            37.0p        35.0p     5.7% 
------------------------------------------ 
Cash generation from continuing 
 operations excluding exceptional 
 items(4)                                      GBP62.3m     GBP53.9m    15.6% 
Net corporate debt(5)                        GBP(72.4)m   GBP(43.9)m    65.0% 
------------------------------------------ 
 

Nick Wiles, Chief Executive of PayPoint Plc, said:

"This has been another strong year for the PayPoint Group where we have made significant steps to materially enhance our platform and capabilities to deliver sustainable, profitable growth and enhanced rewards for our shareholders. Our financial performance has been positive, with net revenue growth across all our business divisions, excellent progress in parcels and digital payments, and good momentum in our key growth areas of card processing, Open Banking, integrated payments and the prospect of new opportunities delivered through the acquisition of the Appreciate Group.

Our partnership philosophy across the Group, combined with an intensity and focus on execution, is already unlocking new markets and revenue opportunities for us, including the recently announced partnership with The Fed to launch a network of Park Christmas Savings Super Agents, our success in Open Banking working with Ovo and the Department for Energy Security and Net Zero, and several emerging opportunities in new verticals combining our extensive capabilities across payments and commerce.

We finished FY23 with good momentum, and trading has been positive in the first quarter of FY24 as we continue to leverage our enhanced platform and capabilities which includes: a full-strength sales team delivering high conversion rates and growing our respective estates in PayPoint and Handepay; healthy pipelines for our FMCG and integrated payments propositions; and a dynamic platform of innovative technology and solutions enabling integrated payments and commerce for our extensive base of clients, retailer partners and SMEs. We will continue to invest in growth areas across the Group in the coming year to further enhance our capabilities, unlock opportunities and accelerate our growth.

All of this underlines our confidence in delivering further progress and a quickening momentum in the new financial year, with the acquisition of Appreciate Group expected to be earnings enhancing in our first full year of ownership, and the Group trading in line with expectations."

STRATEGIC HIGHLIGHTS

We have materially enhanced our platform across the Group in the past year: our integrated payments platform has expanded with the addition of Open Banking and prepaid solutions to our capability in card processing, Direct Debit and cash; our retailer and SME proposition is now stronger than ever, with multiple opportunities for partners to earn revenue; and our e-commerce offering has gone from strength to strength, delivering record volumes and an unparalleled in-store experience for consumers.

This enhanced platform will unlock future opportunities and deliver sustainable and profitable growth for shareholders, underpinned by our business-wide partnership philosophy and intensity of execution.

   -- Appreciate Group (now known as Love2shop) -- acquisition completed on 28 
      February 2023, opening up further revenue opportunities, expanding our 
      capabilities in the gifting, rewards and prepaid savings markets and 
      enabling the creation of enterprise level solutions into new markets, 
      combining our extensive payments and commerce capabilities 
 
   -- Open Banking - partnership with OBConnect has already yielded positive 
      results, particularly with our new PayPoint OpenPay service with Ovo to 
      support Alternative Fuel Payment, rolling out our Confirmation of Payee 
      service with the Department of Energy Security and Net Zero, launching a 
      trial of our AIS customer support tool with Citizen's Advice and a 
      growing number of additional clients onboarded 
 
   -- Central Government - over GBP246 million of Energy Bills Support Scheme 
      vouchers were redeemed across our extensive network of over 28,000 
      retailer partners from October 2022 to March 2023, providing a GBP400 
      payment over the winter months to households across the UK, all 
      underpinned with greater engagement with key stakeholders, including 
      Ofgem, UK Finance, Pay.UK and the Department of Energy Security and Net 
      Zero 
 
   -- Cards - new acquiring partnership with EVO, becoming the single acquirer 
      across the Group. The move enables our merchant estate acceleration plans 
      and mid-market segment focus, increases our efficiency as an ISO and 
      begins the journey to becoming a fully integrated Payment Facilitator 
 
   -- E-commerce - excellent volume growth year on year in Collect+, driven by 
      strong partnership approach with carrier partners, our positive 
      reputation as the leading carrier agnostic Out of Home network, and 
      backed up by continued investment into the in-store customer experience 
 
   -- Digital Payments - our Payment Exception Service, delivered for the 
      Department for Work and Pensions and enabling the digital disbursement of 
      benefit payments, recorded significant growth year on year and received 
      three industry accolades for Social Inclusion in Financial Services at 
      the recent Payment Awards, FSTech Awards and Card and Payments Awards, 
      underlining the vital role our solutions play in serving some of the most 
      vulnerable people in the UK 
 
   -- FMCG -- positive progress and partnerships established with Coca-Cola, 
      Amazon, AG Barr and JTI, delivering a number of FMCG brand campaigns in 
      the year and a strong pipeline of future activity. Our consumer 
      engagement solution, PayPoint Engage, leverages our PayPoint One platform, 
      advertising screens and imovo vouchering capability to help our retailer 
      partners drive sales and help brands engage thousands of consumers across 
      our network 
 
   -- New Sectors -- continued expansion of our integrated payments solution, 
      MultiPay, into the housing, charity and local authority sectors, 
      including launching Direct Debit for POBL Housing and Thames Hospice, 
      further Cash Out expansion across 6 new local authorities and delivering 
      Confirmation of Payee services for 4 new local authorities across the UK 

DIVISIONAL HIGHLIGHTS

Strong performance across the Group with net revenue increases across all divisions

Shopping

Shopping divisional net revenue increased by 5.6% to GBP62.0 million (FY22: GBP58.7 million), driven by the growth of our PayPoint One estate, the annual RPI increase and further enhancements to our retailer and SME propositions, including the launch of the new Android terminal in the Handepay cards business and the continued rollout of Counter Cash.

   -- Service fee net revenue increased by 8.3% to GBP17.9 million, reflecting 
      growth in the number of revenue-generating PayPoint One sites to 18,453 
      (FY22: 18,120) and the impact of the annual RPI increase 
 
   -- Card payment net revenue increased by 4.3% to GBP31.8 million, with an 
      enhanced proposition for Handepay customers delivered, next day 
      settlement now live across PayPoint and an increased focus on customer 
      retention driven by AI and data analytics 
 
   -- Card payment sites in the Handepay EVO estate grew to 18,397 (31 March 
      2022: 17,499) driven by the enhanced proposition, the new Android 
      terminal and the increased optimisation of our sales efforts, now at full 
      headcount and in spite of recruitment challenges earlier in the financial 
      year 
 
   -- UK retail network increased to 28,478 sites (31 March 2022: 28,254), with 
      70.0% in independent retailer partners and 30.0% in multiple retail 
      groups 

E-commerce

E-commerce divisional net revenue increased strongly by 46.5% to GBP7.3 million (FY22: GBP4.9 million) and transactions grew by 69.6% to 56.4 million (FY22: 33.3 million) through our e-commerce technology platform, Collect+, including regularly achieving over 1 million parcels processed per week. This was driven by our strength in clothing/fashion categories, the continued expansion of new services with carrier partners and the in-store experience investments made in Zebra label printers over the past 18 months.

Payments & Banking

Payments & Banking divisional net revenue increased by 9.1% to GBP56.2 million (FY22: GBP51.5 million), driven by continued growth in digital transactions and a resilient performance in the energy sector, partially offset by a reduction in cash through to digital volumes as consumer behaviour has continued to reset post Covid-19.

   -- Continued digital payments growth to 52.3 million transactions (FY22: 
      34.2 million) and net revenue increasing by 102.7% to GBP15.7 million 
      (FY22: GBP7.8 million), with our Cash Out services and the DWP Payment 
      Exception Service, delivered via i-movo 
 
   -- Over GBP246 million of Energy Bills Support Scheme vouchers were redeemed 
      across PayPoint's extensive network of over 28,000 retailer partners, 
      providing a GBP400 payment over the winter months to households across 
      the UK, leveraging our Cash Out digital capability 
 
   -- Cash payments net revenue delivered a resilient performance, decreasing 
      by 5.4% to GBP33.6 million (FY22: GBP35.5 million) and transactions 
      decreasing by 1.2% to 176.3 million (FY22: 178.4 million), with energy 
      sector net revenue better than expected, only decreasing by 5% year on 
      year, and the continued reduction in consumers topping up mobile phones 
      in store 
 
   -- Cash through to digital net revenue decreased by 16.5% to GBP6.9 million 
      (FY22: GBP8.2 million) and transactions decreased by 19.6% to 8.5 million 
      (FY22: 10.6 million), with volumes returning to pre-Covid-19 levels and a 
      new baseline set for the category. In addition to the range of digital 
      brands we work with, we are launching new partnerships with neo-banks, 
      including JPMorgan Chase, enabling withdrawals and deposits across our 
      extensive network of retailer partners 

RECONCILIATION OF RE-PRESENTED NUMBERS

 
GBPm                                                  FY23  FY22 
Reported profit before tax from continuing 
 operations                                           42.6   48.5 
----------------------------------------------------  ----  ----- 
Exceptional items                                      5.6  (2.9) 
----------------------------------------------------  ----  ----- 
Profit before tax from continuing operations 
 excluding exceptional items                          48.2   45.6 
----------------------------------------------------  ----  ----- 
 
Amortisation of intangible assets arising 
 on acquisition -- PayPoint (previous acquisitions)    2.1    2.4 
Amortisation of intangible assets arising 
 on acquisition -- Love2shop                           0.5      - 
Underlying profit before tax (profit before 
 tax excluding adjusting items)                       50.8   48.0 
----------------------------------------------------  ----  ----- 
Underlying EBITDA                                     61.3   58.2 
----------------------------------------------------  ----  ----- 
 

BUSINESS DIVISION NET REVENUE AND MIX

 
Net revenue by business 
 division (GBPm)          FY23   FY22   FY21 
Shopping                   62.0   58.7   40.2 
E-commerce                  7.3    4.9    3.6 
Payments & Banking         56.2   51.5   53.3 
PayPoint Segment Total    125.5  115.1   97.1 
Love2shop Segment Total     3.4    N/A    N/A 
PayPoint Group Total      128.9  115.1   97.1 
 
Business division mix      FY23   FY22   FY21 
------------------------  -----  -----  ----- 
Shopping                  48.1%  51.0%  41.4% 
E-commerce                 5.6%   4.3%   3.7% 
Payments & Banking        43.6%  44.7%  54.9% 
Love2shop                 2.7%    N/A    N/A 
                                        ----- 
 
 
Enquiries 
 
PayPoint plc                                FGS Global 
Nick Wiles, Chief Executive (Mobile: 07442  Rollo Head 
 968960) 
Alan Dale, Finance Director (Mobile: 07778  James Thompson 
 043962) 
                                            (Telephone: 0207 251 3801) 
                                            (Email: 
                                            PayPoint-LON@fgsglobal.com) 
 

A presentation for analysts is being held at 9.30am today (28 July 2023) via webcast. This announcement, along with details for the webcast, is available on the PayPoint plc website: https://www.globenewswire.com/Tracker?data=twDrjTsFQmA5qWLTCBU5rJIRMUAK_1UkCJo6qE6-3Bja1jNb59CntJrihKjmplTgrMd2Ldi5kXGJc7rPeKYhWBUs8TXmdBjQDkOevjEjZ_Y= corporate.paypoint.com

CHAIRMAN'S STATEMENT

I am pleased to report that for the year under review, we have consistently applied the Principles of Good Governance contained in the 2018 UK Corporate Governance Code save that we have not completed a review of the effectiveness of Appreciate Group's ("Appreciate") risk management and internal control systems (with respect to Provision 29 of the Code) due to the proximity of the acquisition of Appreciate, which occurred on 28 February 2023, to our financial year-end.

The Board has carried out a review of the disclosures and management of climate related risks for the Task Force on Climate Related Financial Disclosures. Detailed disclosure is provided in the Annual Report, along with the further progress made on developing our broader ESG strategy.

The year in review

The business has maintained momentum in delivering against its strategic plan as we have continued our strategic development and diversification away from legacy cash bill payments, with growth in recently acquired businesses and through the acquisition of Appreciate. Effective governance together with the strong leadership from the Board has provided structure and stability to the business.

Executive and Plc Boards

The Board and Nomination Committee has continued to work on succession planning and Board composition. We have worked actively with Teneo People Advisory to ensure the Board has the necessary skills, experience and knowledge and, following an extensive search process, we were delighted to appoint Rob Harding as Chief Financial Officer. Rob will be joining the Company on 1 August 20203 and will replace Alan Dale who is retiring. I would like to express my gratitude for Alan's contribution to the Company.

We also welcome Guy Parsons as Non-Executive Director to the Board having previously been Executive Chairman of Appreciate Group.

During the year the Executive Board was strengthened in key areas to: a) drive growth (Nick Williams-Parcels and Anthony Sappor- Retail Proposition and Partnerships) and b) enhance integration with Appreciate Group (Julian Coghlan and Talha Ahmed -- respectively Managing Director and Finance Director of Love2shop & Park Savings).

Board Evaluation

Following last year's internal evaluation, we have again this year conducted an internal evaluation of the Board, its Committees and the Chair, which confirmed that our Board and Committees continue to operate effectively. More information on the process and results of that evaluation can be found in the Annual Report. We have completed a tender for an external third party to carry out the Board evaluation in 2023-24. This is being progressed in H1 FY 2024.

Stakeholder Engagement

The success of PayPoint depends upon the Board making informed decisions for the benefit of shareholders having regard to the wider requirements of all our stakeholders. The Board receives regular investor updates throughout the course of the year. The Company's Annual General Meeting will be held at PayPoint's registered office on 7 September 2023 where you will have the opportunity to meet the Board and members of the Executive Board. The matters to be approved by shareholders are set out in our Notice of Annual General Meeting which will be mailed to shareholders in August.

This year we continued to develop our work force engagement activities including receiving a full briefing on the employee engagement survey results and Directors meeting directly with employees. Full details of our people and culture activities are set out in our Annual Report.

Our retail partners and SMEs remain central to our business and the Board continued to receive regular briefings throughout the year on our retailer engagement proposition and the work we do to enable clients to provide vital services in the community.

Conclusion

I would like to conclude by thanking my Board colleagues for their continued support and commitment over the past year and to thank Nick Wiles and the whole Executive team for their dynamic management of a rapidly changing business environment in difficult economic circumstances.

If you wish to discuss any aspect of our governance arrangements, please contact me via our Company Secretary, Brian McLelland, via email at CompanySecretary@paypoint.com https://www.globenewswire.com/Tracker?data=rgAgDK9fJ6Qc7xiBbC2J285tZZ-bR5i2DNr-Cq34zGcbrL3vd4TdODDdrLWaHw4SM3c92MsUxuC8bVne8B83L9H8DQUcnPkLhubtOkkHTgzny7dhSNm6vwPv6RdKAbdP .

Giles Kerr

Chairman

27 July 2023

CHIEF EXECUTIVE'S REVIEW

Strong year delivering an enhanced platform for growth

This has been another strong year for the PayPoint Group where we have made significant steps to materially enhance our platform and capabilities to deliver sustainable, profitable growth and enhanced rewards for our shareholders. Our financial performance has been positive, with net revenue growth across all our business divisions, excellent progress in parcels and digital payments, and good momentum in our key growth areas of card processing, Open Banking, integrated payments, and the new opportunities delivered through the acquisition of the Appreciate Group.

Expanded capabilities and partnership philosophy opening up new revenue opportunities

Strategically, we were particularly delighted to complete the acquisition of Appreciate Group (now known as Love2shop) in February 2023, one of the UK's leading digital platforms for employee and customer rewards, helping brands and businesses attract, retain and delight customers and employees. Appreciate Group has a well-established technology platform, more than 400,000 customers, a network of popular brand partners, and significant headroom for growth across the large and growing UK gift card and voucher market, which is valued in excess of GBP8 billion per annum. As indicated previously, the acquisition is expected to be earnings enhancing on an adjusted basis in FY24 and will deliver attractive returns for shareholders, opening up further revenue opportunities and expanding our capabilities in the gifting, rewards and prepaid savings markets.

Our partnership philosophy across the Group, combined with an intensity and focus on execution, is already unlocking new markets and revenue opportunities for us. We were particularly delighted to announce our new partnership with The Federation of Independent Retailers (The Fed) on 3 May 2023 to create a network of Park Christmas Savings Super Agents. This is the first major initiative announced following the completion of the acquisition of Appreciate Group. The deal will see our two organisations working together to create an initial network of 1,500 Super Agents in FY24 for the Christmas 2024 savings season, with retailers recruiting savers in their area and creating an additional opportunity to earn over GBP1,000 per annum from the service. This is reflective of the strength of our relationship with The Fed, their executive team and member base, and more broadly the partnership approach that we have adopted across the Group to enhance our relationships and unlock further growth opportunities across new and existing markets.

Furthermore, our Open Banking partnership with OBConnect has enhanced our integrated payments platform and already yielded positive results, particularly with our new PayPoint OpenPay service with Ovo to support Alternative Fuel Payments and rolling out our Confirmation of Payee service with the Department of Energy Security and Net Zero. We see Open Banking as a key growth area where we can partner with organisations in the public and private sector to enhance their payment offering and improve customer support to those in need.

Accelerated revenue growth and momentum across all business divisions

Shopping

In Shopping, our retailer partner and SME propositions have been enhanced further with strong take up and positive feedback from our partners. The overall PayPoint network and PayPoint One estate have grown again this year and our broader commitment to our retailer partners to deliver further value and opportunities to earn has delivered an increase to retailer commission paid out of over +15% year on year. New services and transaction volumes have driven this positive impact to retailer partner revenues, including our Counter Cash solution, which is now enabled in 5,680 sites, with 1,930 sites transacting regularly and over GBP42.9 million withdrawn in the financial year, and good growth in our FMCG consumer engagement proposition, PayPoint Engage, delivering brand campaigns leveraging our PayPoint One platform, advertising screens and i-movo vouchering capability.

In Handepay, we have ended the year with our strongest ever sales performance in H2 FY23 and have returned the EVO merchant book back to growth, ending the year at 18,397 sites, with the sales team now at full headcount and in spite of recruitment challenges experienced earlier in the financial year. This positive progress since H1 FY23 has been driven by the enhanced proposition, new Android terminal and the increased optimisation of our sales efforts in the Handepay business; and in PayPoint, improved cards pricing and next day settlement were launched for new and existing merchants. As we move into the new financial year, we look forward to accelerating our cards business further and proactively targeting the mid-market merchant segment with a dedicated team. We will continue our focus on equipping our people with better data, AI tools and analytics to have quality conversations with retailer partners/SMEs and a stronger focus on retention and yielding improved conversion rates. In addition, the positive performance of Business Finance via YouLend across both PayPoint and Handepay was particularly pleasing, supporting our retailer and SME partners during the current economic challenges.

We have continued our extensive efforts to strengthen our retailer partner relationships and drive adoption of these new opportunities to earn, including regular face to face store visits and 'cash and carry' days, new retailer forums, more direct communications and our strengthened relationships with the key trade associations, including the Association of Convenience Stores (ACS), the Scottish Grocers' Federation (SGF) and the Federation of Independent Retailers (the Fed). The feedback and support received from these organisations has been critical to our continued commitment to support our retailer partners in delivering vital community services across the UK and responding to changing consumer needs in the UK convenience sector.

E-commerce

In E-commerce, our year-on-year performance has been excellent, driven by our strength in the clothing and fashion categories, the continued expansion of new services with carrier partners, including Amazon and Wish.com, and the in-store experience from investment made in Zebra label printers over the past 18 months. In each of our carrier relationships, we have developed plans for the year ahead to grow volumes further through our network and to continue enhancing the in-store customer experience. We were also pleased to support Royal Mail business customers in 1,455 sites in September and October to keep mail moving during the recent industrial action.

Payments & Banking

In Payments and Banking, we continue to diversify our digital payments client base and strengthen our integrated payments platform as we expand the range of digital solutions that we can deliver to support our clients across multiple sectors, including government, local authorities and housing associations. Our Payment Exception Service, delivered for the Department for Work and Pensions, recorded significant growth year on year, after launching in August 2021 and making a contribution for half of the previous financial year. We were delighted that the service received three industry accolades for Social Inclusion in Financial Services at the recent Payment Awards, FSTech Awards and Card and Payments Awards, underlining the vital role our solutions play in serving some of the most vulnerable people in the UK.

Similarly, over GBP246 million of Energy Bills Support Scheme vouchers were redeemed across our extensive network of over 28,000 retailer partners from October 2022 to March 2023, providing a GBP400 payment over the winter months to households across the UK. This vital support for consumers to help with the Cost of Living leveraged our Cash Out digital capability. All of these efforts have been underpinned with greater engagement with key senior stakeholders across the sectors we operate in, including Ofgem, UK Finance, Pay.UK and the Department of Energy Security and Net Zero.

Further progress on our ESG commitments

Our Environment, Social and Governance (ESG) strategy has also developed further in the year, as we consider our social responsibility and impact as an Executive team and business towards each of these key areas. In July 2022, we fulfilled our commitment to ensure all employees are paid a minimum of the Real Living Wage and Electric Vehicle charging points have now been installed at our head office, supporting the use of electric vehicles by our employees and visitors. An inaugural Pride Month programme was launched in June 2022, as part of our 'Welcoming Everyone' activities, providing educational content, further meetings of our LGBTQ+ network and events to bring colleagues together, building on our commitments to diversity, equity and inclusion and supporting our vision to create a dynamic place to work. We also partnered with Citizens Advice and Advice Scotland to support important Cost of Living targeted consumer campaigns across our network, via receipt advertising, social media and retailer communications.

Update on claims against PayPoint

As announced on 29 March 2023, the Group received 'letter before action' correspondence from a small number of market participants relating to issues addressed by commitments accepted by Ofgem as a resolution of its concerns raised in Ofgem's Statement of Objections received by the Group in September 2020. The Ofgem resolution to the case did not include any infringement findings.

Claims have now been served by Utilita Energy Limited and Utilita Services Limited ("Utilita") and Global-365 plc and Global Prepaid Solutions Limited ("Global-365"). The Group is continuing to take legal advice on these two claims and its position is unchanged. It rejects both claims in their entirety and intends to vigorously defend its position.

The Group is confident that it will successfully defend the claim by Utilita, which does not provide any clear evidence to support the cause of action or the amount claimed, and also that it will successfully defend the claim by Global 365, which fundamentally misunderstands the energy market and the relationships between the relevant Group companies and the major energy providers, whilst also over-estimating the opportunity available, if any, for the products offered by Global 365.

The Group will continue to update the market on a quarterly basis as part of its financial reporting cycle.

Outlook and dividend

Our enhanced platform and expanded capabilities across the Group, combined with our business-wide partnership philosophy and intensity of execution, give the Board confidence in delivering further progress in the current financial year and meeting expectations.

The opportunity to deliver enterprise level solutions, combining our extensive capabilities, is significant and enables us to deepen our relationships with existing clients as well as expanding into new verticals.

Trading early in the current financial year has been positive, as we have confirmed in our Q1 FY24 trading update, continuing the performance seen in FY23. We have detailed execution plans in place to capitalise on the positive momentum built up in our key growth areas of card processing, Open Banking, parcels, integrated payments and the new Love2shop division, delivering profitable growth in our retail and card estates, further enhancements to our proposition and positive new business growth in key target sectors.

As we continue to integrate the Appreciate Group into our business, we have been giving careful thought as to the key performance metrics for the L2S activities, considering the importance of growing billings as an early indicator of progress, strong cash generation and its contribution to the EBITDA of the business as a whole and the recognition of profit from a business model which incorporates, management / service fees, interest on cash balances and revenue from non-redemption income. In the current year we are focused on driving the immediate key performance indicator of billings in Park Christmas Savings and Love2shop through our extensive plans to grow the core business, expand areas of cooperation across the business and unlock new revenue opportunities as we leverage the expanded capabilities of the wider Group.

In confirming our own positive trading outlook, we are alert to the potential impact on consumers from the broader economic challenges, including any changes to consumer behaviours in the energy sector, all of which we monitor closely across the business.

The Board has proposed an ordinary final dividend of 18.6p per share, an increase of 3.3% vs the final dividend declared on 26 May 2022 of 18.0 pence per share, consistent with our progressive dividend policy of a target cover range of 1.5 to 2.0 times earnings excluding exceptional items, reflecting our long-term confidence in the business, the strength of our underlying cash flow, and the enhanced growth prospects across the Group.

Our compelling characteristics of strong cash flow and resilient earnings remain constant, and our materially enhanced platform is positioned to deliver sustainable and profitable growth for our shareholders, and further progress in the delivery of these objectives in the current year.

Nick Wiles

Chief Executive

27 July 2023

MARKET OVERVIEW

Key trends and changes during the FY22/23 financial year in the UK markets in which PayPoint operates include:

Macro-economic factors

   -- The Consumer Prices Index (CPI) grew to 10.2% in March 2023, driven by 
      increased food and energy costs.7 
 
   -- The GfK UK Consumer Confidence Index2 rose six points to -30 in April 
      2023 (vs -36 in March 2023), and up 19 points from a historic low of -49 
      in September 22 and -45 in January.8 
 
   -- UK retail sales volumes rose by 0.6% in the three months to March 2023 
      when compared with the previous three months; the first three-month on 
      three-month rise since August 2021.9 
 
   -- GDP is projected to contract in 2023 as tighter financial conditions 
      weigh on consumer spending -- which accounts for around two-thirds of the 
      economy.10 

Convenience retail

   -- Lumina Intelligence's current full-year valuation estimate for the UK 
      convenience market is GBP47.3 billion, up 4.6% from GBP45.2 billion in 
      2022.11 
 
   -- Convenience shoppers are reducing frequency of visits (-4%). However, 
      high inflation and an increase in basket size has driven an increase in 
      average basket spend of GBP7.70, +12.7% year-on-year with the average 
      basket size up 4% to 2.8 items.12 
 
   -- In-store purchasing has increased year-on-year up 2.4%, with delivery 
      occasions losing 2.2% of share. Shoppers are using delivery services less 
      frequently due to a shift towards returning to pre-pandemic habits as 
      well as increased price sensitivity.13 
 
   -- PayPoint One basket data shows the average goods only convenience store 
      average basket spend (May 22 to April 23) increased to GBP7.06 vs GBP6.92 
      the previous period. 66% of the purchases were made by cash and 34% by 
      card which is a 3% decrease in cash use on the previous period.14 
 
   -- Total UK convenience store numbers remained resilient in 2022, with 
      marginal growth of 0.6% to 47,861.15 
 
   -- In 2022 the sector saw the biggest growth in the number of Co-Operatives 
      up 78 (+2.3%) to 3,394 and a decline of 71 (-1.5%) to 4,790 in Forecourt 
      convenience stores.16 
 
   -- In a Consumer Home Delivery review 2022/23, IMRG found consumers prefer 
      to collect orders, purchased via click and collect from a convenience 
      store (60%) than a retailer's own store (48.7%)17 

Card payments

   -- In 2021, 57% of all payments in the UK were made using cards.18 
 
   -- From February 2022 to Februray 2023, there were 25.8 billion card 
      transactions in the UK.19 
 
   -- In the financial year, card payment volumes increased by 4.5% year on 
      year across the PayPoint Group, with growth seen across the Handepay, 
      PayPoint and RSM 2000 books. 
 
   -- Latest UK Finance data shows GBP57.7 billion was spent on debit cards in 
      February 2023 up 8.2% on February 2022 and GBP17.3 billion on credit 
      cards which was a 9.8% increase on the previous year. The number of debit 
      card transactions were up 9% to 1,800 million and credit transaction were 
      up 7.1% year on year to 304 million transactions.20 
 
   -- In the SME markets that our Handepay business serves, businesses 
      employing 0-49 people, account for 99% (5.47 million) of the total UK 
      business population, 77% (4.1 million) of the businesses have no 
      employees, with 12% (1.1 million) classed as micro-businesses with 0-9 
      employees. Retail, auto trade and hospitality businesses make up circa 
      14% of the SME sector.21 

Cash Economy

   -- From October 22 to March 2023, GBP249 million in GBP400 payments were 
      distributed across our network of 28,000 stores for the Governments 
      Energy Bills Support Scheme. 
 
   -- Our Payment Exception Service, run for the Department for Work and 
      Pensions, won three industry awards for Social Inclusion in Financial 
      Services and has grown year on year underlining the continuing importance 
      of delivering cash payments to those without access to a standard bank 
      account. 
 
   -- Latest data from LINK's March 2023 report show ATM transactions were 127 
      million, 5.4% lower than March 22, and that each month in 2023 has seen 
      volumes below 2022, however it was 11% higher than March 21, which was 
      still during a period of lockdown. The value withdrawn also fell by 1.7% 
      compared to March 22, a smaller reduction than volumes as the average 
      withdrawal value continued to rise and the GBP6.8 billion withdrawn in 
      March remains a very significant amount of cash. 
 
   -- ATM coverage across the UK in 2023 continues to be broadly stable and 
      consistent, with a very slow decline in non-branch free-to-use ATMs in 
      the last year. Branch and charging ATM numbers continue to decline at a 
      faster rate as bank branches close and host locations decide they no 
      longer need charging ATMs or no longer take in enough cash to replenish 
      them.22 
 
   -- PayPoint's Counter Cash service, which offers cashback without purchase 
      and balance enquiries over the counter continues to grow and is now 
      available in over 5,680 PayPoint stores across the UK with over GBP1m of 
      withdrawals per week with almost a third of the withdrawals for amounts 
      not available from traditional cash machines. 

Parcels

   -- According to IMRG's Consumer Home Delivery Report UK, online retail sales 
      fell -10.5% year on year in 2022 
 
   -- Consumers choosing a third-party click and collect location prefer a 
      staffed location (55%) rather than a self-serve locker-type site (13%), 
      and they generally would travel two to five miles (68.2%) to pick up the 
      item.23 
 
   -- Click & collect from a retailer's store is the standout consumer choice, 
      but when asked if they could choose a click & collect location, more 
      consumers selected a convenience store/supermarket (60%) than the 
      retailer's own store (48.7%).24 
 
   -- UK, non-food retail sales are forecasted to increase from GBP242.7bn to 
      GBP248.9bn in 2023 -- an increase of GBP6.2bn or 2.6% in value terms. 
      However, volume growth is predicted to decline 4.9% which reflects an 
      inflationary rise in prices rather than an actual increase in the 
      quantity of goods purchased.25 
 
   -- This contrasts with the strong performance seen in the Collect+ network 
      which has seen excellent volume growth year on year in Collect+, driven 
      by strong partnership approach with carrier partners, our positive 
      reputation as the leading carrier agnostic Out of Home network, and 
      backed up by continued investment into the in-store customer experience. 
 
   -- The Out of Home (OOH) market comprises click and collect, returns and 
      send propositions. The click and collect market is 11% of all volumes 
      with 150 million parcels per year and is expected to double by 202526. 
      Returns and send volumes are estimated at c.185 million and c.380 million 
      parcels per year respectively.27 

Bill payments and top-ups

   -- 2022 was a much more stable year for the energy supplier market with only 
      four suppliers exiting the market, leaving 23 active suppliers, down from 
      51 suppliers at the beginning of 2021.28 
 
   -- In October 2022, the UK Government introduced the Energy Bills Support 
      Scheme which gave every household a GBP400 discount on their household 
      energy bills which was paid in installments over six months from October 
      22 to March 23. 
 
   -- In August 22, Ofgem announced the Default Tariff Cap would be updated on 
      a quarterly basis rather than every six months so that it can reflect the 
      changes in the cost of energy sooner. 
 
   -- The dual fuel energy price cap for pre-pay customers for April to June 
      2023 decreased to GBP3,325 from the high of January to March 2023 of 
      GBP4,358.29 
 
   -- Non-Big Six energy providers combined market share increased marginally 
      to 29.6%17 at the end of January 2022 (29% as of 31 March 2021).30 
 
   -- At the end of 2022, 31.3 million smart and advanced meters were in homes 
      and businesses across the UK, with 55% of all meters are now smart or 
      advanced. A total of 3,7 million meters were installed in 2022 a decrease 
      of 4% on 2021 total.31 
 
   -- PayPoint data shows the average number of customer energy top up-ups per 
      year is slightly down at 38.3 vs. 38.9 top up transactions with the 
      overall average spend increasing to GBP708.25 vs GBP578.80 the previous 
      year due to the increase in energy prices.32 
 
   -- The number of mobile pre-pay (pay-as-you-go) subscriptions declined to 
      21.5 million in April 2022, from 22.2 million in April 202133 

Open Banking

   -- Over 7 million consumers and businesses (of which 750,000 are SMEs) are 
      using innovative Open Banking enabled products and services to manage 
      their money and to make payments. 34 
 
   -- In 2022, Authorised Push Payment (APP) fraud losses were GBP485.2 million 
      (down 17%) with protections such as Confirmation of Payee sighted as 
      having an impact on the reduction. With our partners, obconnect, we have 
      processed 25 million CoP requests in the last year, with an estimated 12% 
      of those helping to prevent fraudulent transactions35 
 
   -- Open Banking payments have more than doubled, with over 68 million open 
      banking payments in 2022 (up from 25 million in 2021)36 
 
   -- Since going live with our PISP payment solution at the beginning of May 
      23, we have processed over 57,000 payments for our first energy client 
      with the number rising each day as customers begin to adopt this new 
      payment method. 
 
   -- OpenBanking.org have highlighted some of the most common financial 
      challenges and how Open Banking enabled tools can offer ways for 
      consumers to take greater control of their finances, by consenting to 
      share their banking data, they can get a clear view of all their 
      incomings and outgoings to help them better understand their finances, 
      access affordable credit, particularly if they don't meet traditional 
      lending criteria and to understand their eligibility to switch to an 
      affordable energy tariff.37 

Gift Cards and Vouchers

   -- The UK Gift Card market is estimated to be worth GBP7.2 billion in 2022, 
      up from GBP6.8 billion in 2021. The year-on-year growth was driven by the 
      rise of contactless payments, and the growing trend of employers offering 
      gift cards as a perk to employees.38 
 
   -- Gift cards continue to encourage additional spend, with around two-thirds 
      of shoppers typically spending more than the value of gift card they 
      received over 2022. Younger shoppers (Gen Z) are willing to spend triple 
      the amount of a gift card they are redeeming.32 
 
   -- The B2C market has grown 13.3% against a backdrop of retail sales that 
      have faced difficulties due to inflation and cost of living.32 
 
   -- The B2B sector represents 57.4% of the total market in 2022 below the 
      highs of 67.3% seen in 2020 which bring the market more in line with the 
      B2C market post Covid. 32 
 
   -- The average monthly proportion of UK consumers purchasing gift cards for 
      someone else remained robust over 2022, at 18.0% vs 18.5% in 2021.32 
 
   -- UK retail spend forecasted to be GBP380bn +3% on PY due to inflation 
      +7.7%, triggering a -4.6% decline in volume of shoppers (particularly the 
      less affluent)32 
 
   -- In April 2023, 34.5% of UK consumers bought gifts and gift cards. A 
      decline on PY April from 37.5%32 
 
   -- 11% of those that did not purchase gift cards said this was because they 
      have cut back on non-essential spending32 
 
   -- Proportion of consumers purchasing gift cards for someone else in April 
      was 15.8% compared to 16.7% on PY April (a notable decline)32 
 
   -- 7.4% purchasing for self use was also lower than 7.8% on PY April32 
 
   -- Digital continues to increase in popularity. The proportion of digital 
      cards through employee benefit programme was 12.2%, +9.3% on the month 
      prior32 
 
   -- Proportion of gift card buyers purchasing digital cards in April 
      increased to 26.8% from 25.9% during the month prior -- a 
      continuing trend32 
 
   -- This is at the expense of online purchasing on physical gift cards: 33.1% 
      of gift buyers in April '23 compared to 40.4% in PY32 
 
   -- Multistore gift cards see more significant YOY decline: share of 33.9% in 
      April'23 compared to 41.1% in April 2022. However, they should be well 
      placed to benefit from the post pandemic return to physical shopping as a 
      hobby. Retail gift cards have experienced a lower decline as a result of 
      this activity32 
 
   -- 18.2% purchased experience gift cards in April compared to 26.6% in 2022. 
      Those purchasing for leisure activities also saw a decline from 18.2% in 
      2022 to 14% in 202332 
 
   -- 39.5% of consumers received at least one gift card over the last three 
      years through work rewards or incentives.39 

PROGRESS AGAINST OUR STRATEGIC PRIORITIES

SHOPPING BUSINESS DIVISION -- FY23 net revenue GBP62.0m (FY22: GBP58.7m)

PRIORITY 1: EMBED PAYPOINT GROUP AT THE HEART OF SME AND CONVENIENCE RETAIL BUSINESSES

FY23 Progress

   -- SME and retailer proposition enhanced across Handepay and PayPoint card 
      services: new Android terminal launched in Handepay with positive 
      merchant feedback, supported by one-month contracts and next day 
      settlement delivered in FY23; improved pricing and next day settlement 
      launched for new PayPoint card payment merchants from 1 July 2022 and to 
      existing customers in October 2022, boosting cash flow to our retailer 
      partners 
 
   -- Strongest ever sales performance delivered in H2 FY23 and a largely 
      full-strength sales team recruited across Handepay and PayPoint, 
      following recruitment challenges experienced in H1 FY23. This positive 
      momentum has been supported by our most competitive and attractive 
      proposition ever and a more detailed focus on customer service and 
      retention, leveraging our AI and data analytics capabilities 
 
   -- Further expansion of Counter Cash, now enabled in 5,680 sites and with 
      1,930 sites transacting regularly in the year, with over GBP42.9 million 
      withdrawn in the financial year, offering vital access to cash over the 
      counter and complementing the existing ATM estate 
 
   -- Positive performance of Business Finance via YouLend with over GBP12.5 
      million lent, supporting our retailer and SME partners during the current 
      economic challenges 
 
   -- FMCG -- good progress with a number of FMCG brand campaigns delivered in 
      the second half and strong pipeline of future activity, partnering with 
      Coca-Cola, Amazon, AG Barr and JTI. Our consumer engagement solution for 
      brands, PayPoint Engage, leverages our PayPoint One platform, advertising 
      screens and i-movo vouchering capability to help our retailer partners 
      drive sales and help brands engage thousands of consumers across our 
      network, with redemption rates of up to 40% 
 
   -- Retailer engagement - positive progress made on retailer partner Net 
      Promoter Score and satisfaction, supported by regular engagement with key 
      trade associations, launch of new retailer forums with the Scottish 
      Grocer's Federation and National Federation of Retail Newsagents and a 
      comprehensive communications programme to drive new services and 
      opportunities to drive revenue for our retailer partners 

E-COMMERCE BUSINESS DIVISION --FY23 net revenue GBP7.3m (FY22: GBP4.9m)

PRIORITY 2: BECOME THE DEFINITIVE TECHNOLOGY-BASED E-COMMERCE DELIVERY PLATFORM FOR FIRST AND LAST MILE CUSTOMER JOURNEYS

FY23 Progress

   -- New partnerships launched in Q4 FY23 with Yodel for store-to-store 
      parcels and InPost for locker to store parcels 
 
   -- Partnership launched with Wish.com in H1 FY23, one of the largest 
      ecommerce marketplaces in the world, enabling consumers to 
      click-and-collect at over 1,600 Collect+ sites 
 
   -- Amazon returns rollout expanded to over 2,000 sites and further 
      integrations rolled out for Print In Store, which saw significant growth 
      in H2 FY23 
 
   -- Rapid rollout of 1,455 Collect+ sites in September and October to support 
      Royal Mail business customers, helping keep mail moving during industrial 
      action 

PAYMENTS & BANKING BUSINESS DIVISION -- FY23 net revenue GBP56.2m (FY22: GBP51.5m)

PRIORITY 3: SUSTAIN LEADERSHIP IN 'PAY-AS-YOU-GO' AND GROW DIGITAL BILL PAYMENTS

FY23 Progress

   -- Continued strong progress in digital transactions, with growth of +53.0% 
      year on year, and further expansion of our client relationships with our 
      enhanced integrated payments platform, including launching direct debit 
      with POBL Housing, our new PayPoint OpenPay service with Ovo to support 
      Alternative Fuel Payments, and rolling out our Confirmation of Payee 
      service with the Department of Energy Security and Net Zero, leveraging 
      our Open Banking capability 
 
   -- Our Payment Exception Service, delivered for the Department for Work and 
      Pensions, recorded significant growth year on year with net revenue +179% 
      to GBP4.4m (FY22: GBP1.6m) and transactions +317% to 12.5m (FY22: 3.0m). 
      The service received three industry accolades for Social Inclusion in 
      Financial Services at the recent Payment Awards, FSTech Awards and Card 
      and Payments Awards, underlining the vital role our solutions play in 
      serving some of the most vulnerable people in the UK 
 
   -- Over GBP246 million of Energy Bills Support Scheme vouchers redeemed 
      across our extensive network of over 28,000 retailer partners from 
      October 2022 to March 2023. PayPoint partnered with 9 energy providers to 
      deliver the Energy Bills Support Scheme, providing a GBP400 payment over 
      the winter months to households across the UK. This vital support for 
      consumers to help with the Cost of Living leveraged our Cash Out digital 
      capability 
 
   -- Cash through to digital -- good progress in expanding client base and 
      services provided in gifting (Netflix and Google Play) and neo banks 
      (Monzo and JP Morgan Chase), to complement existing gaming portfolio 
 
   -- Cash through to digital - consumer awareness campaign for gifting 
      expanded with over 10,000 display units rolled out to stores across the 
      UK ahead of key Christmas trading period, including major multiple groups 
      like Midcounties Co-operative, promoting our portfolio including Amazon, 
      Xbox, PlayStation, Paysafe and Love2shop 

PRIORITY 4: BUILDING A DELIVERY FOCUSED ORGANISATION AND CULTURE

PAYPOINT GROUP

FY23 Progress

   -- Good progress against our ESG programme, including commitment to ensure 
      all employees are paid a minimum of the Real Living Wage delivered in 
      July 2022, 5 electric vehicle charging points installed at our Welwyn 
      Garden City head office in November 2022, and Diversity, Equity and 
      Inclusion training delivered in January 2023 
 
   -- Delivered a comprehensive programme of 'Welcoming Everyone' activities, 
      building on our commitments to diversity, equity and inclusion and 
      supporting our vision to create a dynamic place to work: including our 
      inaugural Pride Month programme launched in June 2022, providing 
      educational content and further meetings of our LGBTQ+ network; 
      International Women's Day events across the Group; and an external 
      speaker session focused on life over 50 
 
   -- Love2shop (formerly known as Appreciate Group) recognised as one of the 
      UK's Best Workplaces(TM) 2023 by Great Place to Work(R) UK 
 
   -- Partnered with Citizens Advice and Advice Scotland to support important 
      Cost of Living targeted consumer campaigns across our network, via 
      receipt advertising, social media and retailer communications 
 
   -- Continued progress on improving our IT service delivery through the 
      transformation into cross-functional product engineering teams with full 
      responsibility for service delivery and product development of each 
      service, the completion of infrastructure consolidation work resulting in 
      reduced energy use at the PayPoint head office, the highest levels of 
      service availability delivered with 100% uptime achieved on core 
      processing systems and a continued focus on cyber-security, with the 
      rollout of a new SAST and DAST scanning tool across engineering teams and 
      the launch of a Bug Bounty programme 

LOVE2SHOP DIVISION (FORMERLY KNOWN AS APPRECIATE GROUP)

NB. Progress in this division is shown for the full financial year pre-acquisition. There is a one-month contribution to FY23 preliminary results following completion of the acquisition on 28 February 2023

FY23 Progress

   -- Park Christmas Savings completed fulfilment of its Christmas 2022 order 
      book - this was 2% lower than prior year which was a significant 
      improvement on recent trends and ahead of expectations, underpinned by 
      record levels of retention and conversion. The savings cycle for 
      Christmas 2023 is well underway and as part of the strategy to return to 
      growth, the order book is expected to be c2% higher than prior year, the 
      first growth in the order book in 6 years 
 
   -- Love2shop Business saw strong levels of new business growth in client 
      numbers, increasing by 19% on prior year 
 
   -- 49 new retail partners added across the Love2shop platforms, adding to 
      appeal and breadth of choice for consumers, including Sports Direct, The 
      Entertainer and B&M, and Trustpilot score increased to 4.8/5 
 
   -- Building on the strong momentum in both Park Christmas Savings and 
      Love2shop, integration work is already well underway, unlocking 
      commercial revenue enhancements and continuing our focus on 
      organisational alignment 
 
   -- A small profit was generated in March 2023, before taking into account 
      any acquisition related amortisation and financing costs. The business is 
      of a seasonal nature where profit is primarily generated in Q3 of the 
      financial year 

FY24 STRATEGIC PRIORITIES

Our strategic priorities have been refreshed for the FY24 financial year to reflect the expansion of our business and materially enhanced platform across the Group delivering sustainable, profitable growth and enhanced rewards for our shareholders.

SHOPPING BUSINESS DIVISION

PRORITY 1 - EMBED PAYPOINT GROUP AT THE HEART OF SME AND CONVENIENCE RETAIL BUSINESSES

   -- Continue to enhance the retailer proposition, driving retention and 
      delivering more opportunities to earn for retailer partners 
 
   -- Launch next generation retail technology into PayPoint network 
 
   -- Build on the strong momentum in Cards business, with a continued focus on 
      sales and retention and the development of our SME proposition 
 
   -- Begin the process to become a Payment Facilitator, bringing all new 
      business under a single acquirer 

E-COMMERCE BUSINESS DIVISION

PRIORITY 2: BECOME THE DEFINITIVE TECHNOLOGY-BASED E-COMMERCE DELIVERY PLATFORM FOR FIRST AND LAST MILE CUSTOMER JOURNEYS

   -- Deliver carrier expansion plans ahead of peak 2023 trading, including 
      rolling out additional sites and volume for Amazon, DPD and Yodel 
 
   -- Expand successful print in-store service to entire Collect+ store network 
 
   -- Launch new Yodel Store to Store service for Vinted, building on excellent 
      volume growth over last 12 months 

PAYMENTS & BANKING BUSINESS DIVISION

PRIORITY 3: GROW INTEGRATED PAYMENTS PLATFORM ACROSS CARDS, DIRECT DEBIT AND OPEN BANKING

   -- Drive further growth in our integrated payments platform, MultiPay, with 
      a continued sector focus on housing, charities and local government 
 
   -- Build on the strong momentum in Open Banking, working with OBConnect, to 
      expand services for existing and new clients 
 
   -- Reinforce PayPoint's position as the leader in disbursement services for 
      central and local government 

LOVE2SHOP BUSINESS DIVISION

PRIORITY 4: REINFORCE LEADERSHIP POSITION IN GIFTING, REWARDS AND PREPAID SOLUTIONS

   -- Strengthen Love2shop's position as the market-leading, multi-retailer 
      gifting provider 
 
   -- Grow Park Christmas Savings billings, through enhanced marketing activity 
      and launch of Super-Agent network across PayPoint retailer base 
 
   -- Unlock further growth in Corporate business for Love2shop, leveraging the 
      client base across PayPoint Group 
 
   -- Accelerate technology development plans to enhance client integrations 
      and capabilities 

PAYPOINT GROUP

PRIORITY 5: BUILDING A DELIVERY FOCUSED AND INCLUSIVE ORGANISATION

   -- Complete successful integration of Love2shop and launch of Northern Hub 
 
   -- Deliver secure and resilient technology platform and services to all 
      partners and launch improvements to core billing/settlement systems 
 
   -- Make further progress on our ESG approach across the enlarged business to 
      deliver responsible and sustainable value for shareholders 
 
   -- Continue our 'Welcoming Everyone' programme 
 
   -- Execute with intensity and accountability 

KEY PERFORMANCE INDICATORS

PayPoint Group has identified the following KPIs to measure progress of business performance:

 
                        KPI                   Description, purpose and reference          2022/23  2021/22  2020/21 
--------------  --------------------  --------------------------------------------------  -------  -------  ------- 
                                      Revenue from continuing operations less 
                                       commissions paid to retailers and Park 
                                       Christmas agents and costs where the Group 
                                       is principal for SIM cards and single retailer 
                                       vouchers. This reflects the benefit attributable 
                                       to the Group's performance eliminating 
                Net revenue            pass-through costs and is an important 
                 from continuing       measure of the overall success of our strategy. 
   Overall       operations            (See Financial review -- 'Overview' on 
  performance    (GBP million)         page 16)                                             128.9    115.1     97.1 
--------------  --------------------  --------------------------------------------------  -------  -------  ------- 
                       This measures our earnings from continuing 
                        operations before interest, tax, depreciation 
                        and amortisation and exceptional items. 
                        This is an important measure as it is widely 
                        used by investors, analysts and other interested 
 Underlying             parties to evaluate profitability of companies 
  EBITDA                (See Financial review -- 'Overview' on 
  (GBP million)         page 17)                                                             61.3     58.2     46.6 
 --------------------  -----------------------------------------------------------------  -------  -------  ------- 
                       Underlying profit before tax (profit before 
                        tax excluding adjusting items), provides 
 Underlying             a measure of the operational performance 
  profit before         of the Group. This reflects the rebalancing 
  tax (profit           of the business towards growth opportunities, 
  before tax            the shift away from our legacy cash payments 
  excluding             business and is an important measure of 
  adjusting             the overall success of our strategy. 
  items)                (See Financial review -- 'Overview' on 
  (GBP million)         page 16)                                                             50.8     48.0     36.9 
 --------------------  -----------------------------------------------------------------  -------  -------  ------- 
                       Net corporate debt represents cash and 
                        cash equivalents excluding cash recognised 
                        as clients' funds, retailer partners' deposits, 
                        and cash and voucher deposits, less amounts 
                        borrowed under financing facilities (excluding 
                        IFRS 16 liabilities). This shows how the 
                        Group is utilising its finance facilities 
                        to invest in growth, and will be an important 
                        measure of how the Group intends to deleverage 
 Net corporate          over the next few years. 
  debt                  (See Financial review -- 'Group statement 
  (GBP million)         of financial position' on page 22)                                   72.4     43.9     68.2 
 --------------------  -----------------------------------------------------------------  -------  -------  ------- 
                       Profit before tax from continuing operations 
                        excluding exceptional items, tax, depreciation 
                        and amortisation, and adjusted for corporate 
                        working capital movements (excludes movement 
 Cash generation        in clients' funds, retailers' deposits, 
  from continuing       and card and voucher deposits). This represents 
  operations            the cash generated by operations which 
  excluding             is available for investments, capex, taxation 
  exceptional           and dividend payments. 
  items                 (See Financial review -- 'Group Cash flow 
  (GBP million)         and liquidity' on page 22)                                           62.3     53.9     46.9 
 --------------------  -----------------------------------------------------------------  -------  -------  ------- 
                                      Diluted earnings per share excluding adjusting 
                                       items (earnings from continuing operations 
                                       excluding adjusting items) divided by the 
                Diluted earnings       weighted average number of ordinary shares 
                 per share             in issue during the year (including potentially 
                 from continuing       dilutive ordinary shares). Earnings per 
                 operations            share is a measure of the profit attributable 
                 excluding             to each share. 
 Shareholder     adjusted items        (See note 7 to the financial information 
    returns      (Pence)               on page 45)                                           60.3     55.4     43.4 
--------------  --------------------  --------------------------------------------------  -------  -------  ------- 
                       Dividends (ordinary) paid during the financial 
                        year divided by number of ordinary shares 
                        in issue at reporting date. Dividends paid 
 Dividends              per share provides a measure of the return 
  paid per share        to shareholders. 
  (Pence)               (See Financial review -- 'Dividends' on 
  (Group)               page 23)                                                             34.6     33.6     31.2 
 --------------------  -----------------------------------------------------------------  -------  -------  ------- 
                Network stability 
                 one-mile urban       Total urban population covered within a 
                 population            one-mile radius of a PayPoint site. This 
                 cover                 is monitored to ensure PayPoint are above 
Non-financial    (%)                   our minimum SLA of 95%.                               99.3     99.2     99.4 
--------------  --------------------  --------------------------------------------------  -------  -------  ------- 
 Network stability 
  five-mile            Total rural population covered within a 
  rural population      five-mile radius of a PayPoint site. This 
  cover                 is monitored to ensure PayPoint are above 
  (%)                   our minimum SLA of 95%.                                              98.5     98.2     98.3 
 --------------------  -----------------------------------------------------------------  -------  -------  ------- 
                       The percentage of the retailer partner 
                        network, that on an annual basis, exits 
                        PayPoint. This is calculated by taking 
                        the number of retailers who exited PayPoint 
                        in the period (excluding suspended sites), 
                        divided by the average number of total 
 Retailer partner       UK retailer partner sites for the period. 
  site churn            This helps track the movement in total 
  (%)                   UK retailer partner sites.                                            7.2      5.3      3.6 
 --------------------  -----------------------------------------------------------------  -------  -------  ------- 
                       Measures the overall employee engagement, 
                        calculated by our survey provider. The 
                        survey provides insight into the health 
                        of our organisation, enabling the identification 
 Employee engagement    of what is important to our people so that 
  (%)                   appropriate action can be taken.                                     71.0     72.0     77.0 
 --------------------  -----------------------------------------------------------------  -------  -------  ------- 
 

FINANCIAL REVIEW

The completion of the acquisition of Appreciate Group plc (Appreciate)

in February 2023 was the latest step in the three years of    our transformation away from our traditional cash markets towards digital. Our Corporate activity started in April 2020 with the buyout of our JV partner in Collect+, our parcels business, then acquisitions of i-movo for digital vouchering, Handepay/Merchant Rentals for cards business and RSM2000 for Direct Debits. In addition, investments have been made in OBConnect, our Open Banking partner and Optus Homes in the Housing sector. PayPoint sold its Romanian business at the start of the prior year and that is the discontinued operations in the table below, the focus of the review therefore is on continuing operations. 

The Appreciate acquisition is now referred to as our Love2shop (L2S) division and is reported as a separate segment. The financial review discusses the whole Group as well as the two segments so that shareholders can understand the one-month L2S impact separately from our historic PayPoint business which had another strong year.

 
                                                                                        2 
                                                                         Re-presented(40) 
                                                             Year ended        Year ended 
                                                               31 March          31 March   Change 
 GBPm                                                              2023              2022        % 
---------------------------------------------------------- 
 
   PayPoint segment                                               160.1             145.1    10.3% 
   Love2shop segment                                                7.6                 -      n/m 
---------------------------------------------------------- 
Total revenue continuing operations                               167.7             145.1    15.6% 
----------------------------------------------------------  -----------  ----------------  ------- 
 
   PayPoint segment                                               125.5             115.1     9.1% 
   Love2shop segment                                                3.4                 -      n/m 
Total net revenue continuing operations                           128.9             115.1    11.9% 
 
   PayPoint segment                                              (75.2)            (67.1)    12.1% 
   Love2shop segment                                              (2.9)                 -      n/m 
---------------------------------------------------------- 
Total costs continuing operations                                (78.1)            (67.1)    16.4% 
----------------------------------------------------------  -----------  ----------------  ------- 
 
   PayPoint segment                                                50.3              48.0     4.8% 
   Love2shop segment                                                0.5                 -      n/m 
Underlying profit before tax                                       50.8              48.0     5.8% 
Adjusting items: 
 Amortisation of intangible assets arising on acquisition         (2.6)             (2.4)     8.3% 
Exceptional items                                                 (5.6)               2.9      n/m 
---------------------------------------------------------- 
Profit before tax from continuing operations                       42.6              48.5  (12.4)% 
 
Profit before tax from discontinued operations                        -              30.0      n/m 
Profit before tax                                                  42.6              78.5      n/m 
----------------------------------------------------------  -----------  ----------------  ------- 
 
Underlying EBITDA(41)                                              61.3              58.2     5.2% 
Cash generation                                                    62.3              53.9    15.6% 
Net corporate debt(42)                                           (72.4)            (43.9)    65.0% 
 

Profit before tax from continuing operations of GBP42.6 million (2022: GBP48.5 million) decreased by GBP5.9 million (12.4%). The decrease reflects current year exceptional costs incurred of GBP5.6 million against the prior year exceptional income of GBP2.9 million.

The underlying profit before tax increased by GBP2.8 million (5.8%) to GBP50.8 million (2022: GBP48.0 million). This result includes GBP0.5 million profit on the Love2shop segment for one month. This is due to the seasonal nature of the business where profit is primarily generated in Q3 of the financial year. The historic PayPoint segment underlying profit before tax increased by GBP2.3 million (4.8%) to GBP50.3 million (2022: GBP48.0 million).

Total revenue from continuing operations increased by GBP22.6 million (15.6%) to GBP167.7 million (2022: GBP145.1 million). Net revenue from continuing operations increased by GBP13.8 million (11.9%) to GBP128.9 million (2022: GBP115.1 million), the one month of L2S segment contributing GBP3.4 million. There were increases across all our PayPoint segment business divisions with E-commerce doing particularly well with 46.3% increase in net revenue over the year.

Total costs from continuing operations increased by GBP11.0 million to GBP78.1 million (2022: GBP67.1 million). The increase in costs was driven by the GBP2.9 million one-month additional cost base from L2S segment together with increases in transactional costs of revenue in relation to the growth of net revenue in Payments and Banking. Exceptional costs of GBP5.6 million, which are one-off, non-recurring and do not reflect current operational performance, consisted of GBP4.0 million acquisition costs plus GBP0.3 million interest cost as part of the acquisition proof of funds requirement and GBP1.3 million in relation to the loss on disposal of our investment in Snappy Shopper Ltd in October 2022. The prior year exceptional income was the reversal of the i-movo deferred, contingent consideration liability.

During the year, the Group updated its presentation of the expense for amortisation of intangible assets arising on acquisition. In order for the user to better understand the operational performance of the business, the Group has changed from presenting "Operating Profit before exceptional items" to "Operating Profit before adjusting items". The impact of the re-presentation is to decrease prior year "Administrative expenses -- excluding adjusting items" by GBP2.4 million.

EBITDA is a new performance indicator highlighted this year, as it is widely used by investors, analysts and other interested parties to evaluate profitability of companies. Our key focus and KPI is on Underlying EBITDA to understand the operational performance, which excludes exceptional items and amortisation of intangible assets arising on acquisition.

 
                                                                    3 
                                                           Year ended      Year ended 
EBITDA / Underlying EBITDA (GBPm)                       31 March 2023   31 March 2022 
----------------------------------------------------- 
Profit before tax                                                42.6            48.5 
Add back: 
Net interest expense                                              2.6             2.0 
Depreciation                                                      4.9             4.8 
Amortisation -- including amortisation of intangible 
 assets arising on acquisition                                    5.6             5.8 
----------------------------------------------------- 
        EBITDA (GBPm)                                            55.7            61.1 
-----------------------------------------------------  --------------  -------------- 
Exceptional items                                                 5.6           (2.9) 
-----------------------------------------------------  --------------  -------------- 
        Underlying EBITDA (GBPm)                                 61.3            58.2 
-----------------------------------------------------  --------------  -------------- 
 

Cash generation grew to GBP62.3 million (2022: GBP53.9 million), delivered from underlying profit before tax of GBP50.8 million (2022: GBP48.0 million). There was a net working capital inflow of GBP1.2 million primarily as a result of the net investment in finance lease receivable reducing in line with expected repayments and new terminal lease sales being made under the one month operating lease proposition.

Net corporate debt increased by GBP28.5 million to GBP72.4 million (2022: GBP43.9 million) due to financing the acquisition of Appreciate which had a GBP61.9 million cash element. At 31 March 2023 loans and borrowings were GBP94.4 million (2022: GBP51.5 million) which included GBP0.6 million (2022: GBP2.1 million) of asset financing in Merchant Rentals.

PAYPOINT SEGMENT

 
                                                             Year ended  Year ended 
Continuing operations                                         31 March    31 March   Change 
 GBPm                                                           2023        2022        % 
----------------------------------------------------------- 
 
Revenue                                                           160.1       145.1   10.3% 
----------------------------------------------------------- 
 
   Shopping                                                        62.0        58.7    5.6% 
   E-commerce                                                       7.3         4.9   46.3% 
   Payments & Banking                                              56.2        51.5    9.1% 
----------------------------------------------------------- 
Net revenue                                                       125.5       115.1    9.1% 
-----------------------------------------------------------  ----------  ----------  ------ 
 
   Other costs of revenue                                        (17.6)      (11.0)   60.1% 
   Depreciation and amortisation (costs of revenue)               (7.2)       (7.6)  (5.2)% 
   Depreciation and amortisation (administrative expenses) 
    excluding amortisation of intangible assets arising 
    on acquisition                                                (0.4)       (0.5)  (5.0)% 
   Other administrative costs -- excluding exceptional 
    items                                                        (47.7)      (46.0)    3.6% 
   Net finance costs -- excluding exceptional costs               (2.3)       (2.0)   14.7% 
----------------------------------------------------------- 
Total costs                                                      (75.2)      (67.1)   12.1% 
-----------------------------------------------------------  ----------  ----------  ------ 
 
Underlying profit before tax (excluding adjusting 
 items)                                                            50.3        48.0    4.8% 
-----------------------------------------------------------  ----------  ----------  ------ 
 

Shopping net revenue increased by GBP3.3 million (5.6%) to GBP62.0 million (2022: GBP58.7 million). Service fees net revenue increased by GBP1.3 million (8.3%) driven by additional PayPoint One sites and implementing the annual RPI increase. Cards net revenue increased by GBP1.3 million (4.3%) from Handepay/Merchant Rentals performance partially offset by PayPoint cards. ATM and Counter Cash net revenue decreased by GBP0.4 million (4.2%) due to a reduction in transactions driven by the continuing trend of reduced demand for cash across the economy. FMCG revenue also increased by GBP0.3 million (330.0%) to GBP0.4 million (2022: GBP0.1 million) following further campaigns run in the year.

E-commerce net revenue increased by GBP2.4 million (46.3%) to GBP7.3 million (2022: GBP4.9 million), driven by strong growth in total transactions which increased by 69.6% This was due to our strength in clothing/fashion categories, the investment in the in-store experience with Zebra label printers over the past 18 months and the continued expansion from new services and carrier partners.

Payments & Banking net revenue increased by GBP4.7 million (9.1%) to GBP56.2 million (2022: GBP51.5 million). Cash bill payments net revenue decreased by GBP1.7 million (6.5%) as a result of a decrease in bill payment transactions from the increase in energy prices, Energy Bills Support Scheme (EBSS) and the continued switch to digital payments. Cash top-ups net revenue decreased by GBP0.5 million (6.2%) with volumes down 10.3% driven by the continuing structural declines in the prepaid mobile sector. Digital net revenue increased by GBP7.9 million (102.7%) driven by our Cash Out services including a full year of the DWP Payment Exception Service, delivered via i-movo, and MultiPay transactions increased 24.6% as a result of more clients taking the digital services. Cash through to digital, eMoney, net revenue decreased by GBP1.3 million (16.5%) as a result of a 19.6% decrease in volumes as the category is returning to pre-Covid-19 levels and a new baseline is set for the category.

Commission to retailers cost increased by GBP4.6 million (15.2%) to GBP34.4 million (2022: GBP29.8 million). This increase in payment to our retailer partners is as a result of them processing increased transactions as well as ones with higher commission rates per transaction (e-Commerce and digital)

Total costs from continuing operations (excluding adjusting items) increased by GBP8.1 million (12.1%) to GBP75.2 million, primarily driven by transactional costs of revenue in relation to the growth of net revenue, in particular the Energy Bills Support Scheme printing and postage. There were inflationary cost increases in administrative expenses of GBP1.0 million along with a one-off provision of GBP0.7 million for outstanding funds due from McColls with a claim for full recovery being progressed with the administrator. This was partially offset by GBP0.5 million lower depreciation and amortisation with some legacy assets coming to the end of their life.

SECTOR ANALYSIS

SHOPPING

Shopping consists of services PayPoint provides to retailer partners, which form part of PayPoint's network, and SME partners. Services include providing the PayPoint One platform (which has a basic till application), EPoS, card payments, terminal leasing, ATMs, Counter Cash and FMCG vouchering.

 
                                     Year ended      Year ended 
Net revenue (GBPm)                  31 March 2023   31 March 2022  Change % 
--------------------------------- 
Service fees                                 17.9            16.6      8.3% 
Card payments                                31.8            30.4      4.3% 
ATMs and Counter Cash                         9.4             9.8    (4.2)% 
Other shopping                                2.9             1.9     56.6% 
--------------------------------- 
        Total net revenue (GBPm)             62.0            58.7      5.6% 
---------------------------------  --------------  --------------  -------- 
 

Net revenue increased by GBP3.3 million (5.6%) to GBP62.0 million (2022: GBP58.7 million) primarily due to the growth in service fees and Handepay/Merchant Rentals card payments. The net revenue of each of our key products is separately addressed below.

 
                                        Year ended      Year ended 
Service fees from terminals            31 March 2023   31 March 2022  Change % 
------------------------------------ 
Net Revenue (GBPm)                              17.9            16.6      8.3% 
PayPoint terminal sites (No.) 
        PayPoint One Base                      6,787           7,392    (8.2)% 
        PayPoint One EPoS Core                10,775           9,639     11.8% 
        PayPoint One EPoS Pro                    891           1,089   (18.2)% 
------------------------------------ 
  Total PayPoint One -- revenue 
   generating                                 18,453          18,120      1.8% 
  PayPoint One Base non-revenue 
   generating                                    709             671      5.7% 
------------------------------------ 
Total PayPoint One                            19,162          18,791      2.0% 
 Legacy (T2)                                     142             214   (33.6)% 
 PPoS                                          9,174           9,249    (0.8)% 
Total terminal sites in PayPoint 
 network                                      28,478          28,254      0.8% 
 
PayPoint One average weekly service 
 fee per site (GBP)                             17.8            17.0      4.7% 
------------------------------------ 
 

As at 31 March 2023, PayPoint had a live terminal in 28,478 UK sites, an increase of 0.8% primarily as a result of new PayPoint One sites which increased by 2.0% to 19,162 sites.

Service fees is a core growth area and consists of service fees from PayPoint One and our legacy terminals. Service fee net revenue increased by GBP1.3 million (8.3%) to GBP17.9 million driven by the additional 333 PayPoint One revenue generating sites compared to the prior year. The higher price point EPoS Core sites increased by 1,136 due to new sales and upselling whilst EPOS Pro sites decreased by 198 due to normal churn and no longer being actively marketed.

The PayPoint One average weekly service fee per site increased by 4.7% to GBP17.8, benefiting from the increase in EPoS Core sites which are charged at a higher rate and the annual RPI increase. Retailers taking the Core version of the product represent 56.2% (2022: 51.3%) of all PayPoint One sites and the Pro version now just represent 4.6% (2022: 5.8%). Legacy terminals now just remain in a few of our multiple retailer partners but are being actively replaced.

 
                                                      Year ended      Year ended 
Card payments and leases                             31 March 2023   31 March 2022  Change % 
-------------------------------------------------- 
Net Revenue (GBPm) 
Card payments and leases -- Handepay and Merchant 
 Rentals                                                      19.9            18.5      7.2% 
Card payments -- PayPoint and RSM 2000                        11.9            11.9    (0.2)% 
-------------------------------------------------- 
Services in Live sites (No.) 
Card payments -- Handepay                                   22,236          22,796    (2.5)% 
Card terminal lessees -- Merchant Rentals                   34,132          35,403    (3.6)% 
Card payments -- PayPoint                                    9,541           9,666    (1.3)% 
Card payments -- RSM 2000                                      138             147    (6.1)% 
-------------------------------------------------- 
Transactions (Millions) 
Card payments -- Handepay                                    150.1           145.0      3.9% 
Card payments -- PayPoint                                    228.8           217.8      5.1% 
Card payments -- RSM 2000                                      7.1             6.5      9.0% 
-------------------------------------------------- 
 

Handepay and Merchant Rentals generated GBP19.9 million net revenue in the year. Handepay card payments transactions increased by 3.9% to 150.1 million, maintaining strong transaction volumes seen in the previous year but at a lower average transaction value of GBP29.30 (2022: GBP30.90). There were 22,236 Handepay card payments sites, a decrease of 560 sites (2.5%) since 31 March 2022. Handepay EVO sales increased in the year supported by the one-month operating lease proposition but sites have been impacted by higher churn, particularly in our Worldpay back book in this very competitive market. The sales momentum in the second half of the year has increased following the sales team being fully staffed and the launch of the new android device.

PayPoint card payments transactions increased by 5.1% to 228.8 million while net revenue decreased by 3.1% to GBP10.7 million, maintaining strong transaction volumes seen in the previous year but at a lower average transaction value GBP10.70 (2022: GBP11.30). Across our network there were 9,541 PayPoint card payments sites, a decrease of 125 sites (1.3%) since 31 March 2022.

 
                                 Year ended      Year ended 
ATMs and Counter Cash           31 March 2023   31 March 2022  Change % 
----------------------------- 
Net Revenue (GBPm)                        9.4             9.8    (4.2)% 
Services in Live sites (No.)            9,150           6,310     45.0% 
Transactions (Millions)                  30.1            30.6    (1.7%) 
-----------------------------  --------------  --------------  -------- 
 

Net revenue reduced by GBP0.4m (4.2%) to GBP9.4 million (2022: GBP9.8 million) as transactions reduced by 1.7% to 30.1 million. This is attributable to the continued reduced demand for cash across the economy although our new product, Counter Cash, continues to grow. ATM and Counter Cash sites increased 45.0% to 9,150 mainly as a result of the continued roll out of Counter Cash sites and PayPoint continued to optimise its ATM network by relocating existing machines to better performing locations. Counter Cash contributed 7% of transactions (2022: 1%) with over GBP42.9 million withdrawn in the financial year.

Other: Other shopping services increased by GBP1.0 million (56.6%) to GBP2.8 million (2022: GBP1.8 million) this includes the partnership with Snappy Shopper and FMCG campaigns.

E-COMMERCE

 
                                 Year ended      Year ended 
Parcels                         31 March 2023   31 March 2022  Change % 
----------------------------- 
Net Revenue (GBPm)                        7.3             4.9     46.5% 
Services in Live sites (No.)           10,514          10,049      4.6% 
Transactions (Millions)                  56.4            33.3     69.6% 
-----------------------------  --------------  --------------  -------- 
 

E-commerce net revenue increased by GBP2.4 million (46.5%) to GBP7.3 million due to the increase in total parcels transactions by 69.6% to 56.4 million. This was driven by our strength in clothing/fashion categories and the investment in the in-store experience with Zebra label printers over the past 18 months. There has been continued expansion from new services, Yodel store to store and Amazon returns, and new carrier partnerships with Wish.com and Inpost. Parcel sites increased by 4.6% to 10,514 sites.

PAYMENTS & BANKING

 
                               Year ended      Year ended 
                              31 March 2023   31 March 2022  Change % 
--------------------------- 
Net revenue (GBPm) 
Cash -- bill payments                  25.0            26.7    (6.5)% 
Cash -- top-ups                         7.3             7.8    (6.2)% 
Digital                                15.7             7.8    102.7% 
Cash through to digital                 6.9             8.2   (16.5)% 
Other payments and banking              1.3             1.0     42.3% 
Total net revenue (GBPm)               56.2            51.5      9.1% 
---------------------------  --------------  --------------  -------- 
 

Payments & Banking divisional net revenue increased by 9.1% to GBP56.2 million as a result of continued growth in digital transactions, particularly within the cash-out sector, partially offset by fewer cash bill payments and top up transactions and margin erosion from prior year client contract renewals.

 
                                                      Year ended 
                                        Year ended     31 March   Change 
Cash -- bill payments                  31 March 2023     2022        % 
------------------------------------ 
Net revenue (GBPm)                              25.0        26.7  (6.5)% 
Transactions (millions)                        146.3       157.2  (6.9)% 
Transaction value (GBPm)                     4,245.9     3,932.3    8.0% 
Average transaction value (GBP)                 29.0        25.0   16.0% 
Net revenue per transaction (pence)             17.1        17.0    0.6% 
------------------------------------ 
 

Cash - bill payments net revenue only decreased by GBP1.7 million (6.5%) to GBP25.0 million changing from the much larger

decrease trends seen in recent years. The increase in energy prices had seen customers in the front half of the year topping up more frequently and with increased average transaction values. Transactions were impacted in the second half of the year with the government's Energy Bills Support Scheme (EBSS), although this benefitted our digital business and the continued switch to digital payment methods. Cash - bill payments transactions decreased by 10.9 million (6.9%) to 146.3 million. Cash - bill payments net revenue per transaction increased by 0.1 pence (0.6%) due to higher average transaction value.

 
                                                      Year ended 
                                        Year ended     31 March   Change 
Cash -- top-ups                        31 March 2023     2022        % 
------------------------------------ 
Net revenue (GBPm)                               7.3         7.8   (6.2)% 
Transactions (millions)                         19.0        21.2  (10.3)% 
Transaction value (GBPm)                       236.8       257.6   (8.1)% 
Average transaction value (GBP)                 12.4        12.1     2.5% 
Net revenue per transaction (pence)             38.4        36.8     4.4% 
------------------------------------ 
 

Cash - top-ups net revenue decreased by GBP0.5 million (6.2%) to GBP7.3 million. Cash top-ups transactions decreased by 2.2 million (10.3%) to 19.0 million due to further market declines in the prepaid mobile sector whereby UK direct debit pay-monthly options displace UK prepay mobile.

 
                                                      Year ended 
                                        Year ended     31 March   Change 
Digital                                31 March 2023     2022        % 
------------------------------------ 
Net revenue (GBPm)                              15.7         7.8  102.7% 
Transactions (millions)                         52.3        34.2   53.0% 
Transaction value (GBPm)                     1,307.6       756.6   72.8% 
Average transaction value (GBP)                 25.0        22.2   13.0% 
Net revenue per transaction (pence)             30.4        22.5   35.0% 
------------------------------------ 
 

Digital (MultiPay, Cash Out and Direct Debits) net revenue increased by GBP7.9 million (102.7%) to GBP15.7 million and digital transactions increased by 18.1 million (53.0%) to 52.3 million. MultiPay net revenue increased by GBP0.9 million to GBP4.1 million (2022: GBP3.3 million) with transactions growing by 6.6 million to 33.6 million. The DWP Payment Exception Service contributed GBP4.4 million net revenue in the year (2022: GBP1.6 million) following a full year of transactions compared to six months in FY22. Cashout revenue increased by GBP4.2 million (258.4%) to GBP5.9 million (2022: GBP1.6 million) driven by Governments EBSS scheme in the second half of the year with over GBP246 million worth of vouchers redeemed.

 
                                                      Year ended 
                                        Year ended     31 March   Change 
Cash through to digital                31 March 2023     2022        % 
------------------------------------ 
Net revenue (GBPm)                               6.9         8.2  (16.5)% 
Transactions (millions)                          8.5        10.6  (19.6)% 
Transaction value (GBPm)                       496.3       505.2   (1.8)% 
Average transaction value (GBP)                 58.1        47.5    22.2% 
Net revenue per transaction (pence)             81.2        77.4     4.9% 
------------------------------------ 
 

Cash through to digital (eMoney) net revenue decreased by GBP1.3 million (16.5%) to GBP6.9 million (2022: GBP8.2 million) and transactions decreased by 2.1 million (19.6%) to 8.5 million (2022: 10.6 million) with volumes returning to pre-Covid-19 levels and a new baseline set for the category. eMoney transactions derive a substantially higher fee per transaction than traditional top-up transactions as they are more complex to process.

Other payments & banking net revenue includes SIM sales, interest generated by investing cash received on client funds and other ad-hoc items which contributed GBP1.3 million (2022: GBP1.0 million) net revenue.

LOVE2SHOP SEGMENT

 
                                                             Year ended 
Continuing operations                                         31 March 
 GBPm                                                           2023 
----------------------------------------------------------- 
 
Revenue                                                             7.6 
----------------------------------------------------------- 
 
Net revenue                                                         3.4 
----------------------------------------------------------- 
 
   Other costs of revenue                                         (0.6) 
   Depreciation and amortisation (administrative expenses) 
    excluding amortisation on intangible assets arising 
    on acquisition                                                (0.2) 
   Other administrative costs                                     (1.8) 
   Net finance costs                                              (0.3) 
Total costs                                                       (2.9) 
-----------------------------------------------------------  ---------- 
 
Underlying profit before tax (excluding adjusting 
 items)                                                             0.5 
-----------------------------------------------------------  ---------- 
 

Love2shop (L2S) results reflect the one month since the acquisition on 28 February 2023. L2S had GBP14.8 million of Billings which represents value of goods and services sold. This reduces to GBP7.6 million of revenue to adjust for the portion where the performance obligation occurs later as the cards and vouchers are redeemed. When L2S sells a card or voucher that can be redeemed at a single retailer the full value is treated as revenue as L2S acts as the principal. When the product is multi-retailer, L2S only recognises the service fee earned as agent rather than the full sales value, along with other revenue, comprising interest income and non-redemption income. Net revenue is then stated after deducting the costs for the single retailer product. The business is seasonal and profit is primarily generated in Q3 of the financial year.

Other costs of revenue are the production and distribution costs of the cards and vouchers, with administrative costs being the regular costs to run the business. Finance costs include the costs of borrowings specifically for the acquisition. Amortisation of intangible assets arising on acquisition is an adjusting item and excluded from the underlying profit in the table above.

PROFIT BEFORE TAX AND TAXATION

The income tax charge of GBP7.9 million (2022: GBP9.0 million) on profit before tax from continuing operations of GBP42.6 million (2022: GBP48.5 million from continuing operations) represents an effective tax rate of 18.5% (2022: 18.5% for continuing operations). This is lower than the UK statutory rate of 19% due to adjustments in respect of prior year, non-taxable exceptional items and disallowable expenses.

GROUP STATEMENT OF FINANCIAL POSITION

Net assets of GBP111.7 million (2022: GBP83.3 million) increased by GBP28.4 million reflecting the shares issued as part of the acquisition of Appreciate and the GBP10.5 million growth in retained earnings. Current assets increased by GBP147.1 million to GBP251.9 million (2022: GBP104.8 million) due to the monies held in trust and cash held on behalf of clients of GBP119.7 million acquired with Appreciate. Non-current assets of GBP227.9 million (2022: GBP127.3 million) increased by GBP100.6 million due to the Appreciate acquisition goodwill and intangible assets and the investment in terminals. Current liabilities increased by GBP181.9 million due to the liabilities matching the cash held on behalf of clients and monies held in trust and an increase in borrowings from the RCF drawdown, required for the acquisition. Non-current liabilities of GBP52.9 million (2022: GBP15.7 million) increased by GBP37.2 million due to the new GBP36.0 million amortising term loan taken out to fund the acquisition and deferred tax liabilities arising from the acquisition.

Net debt is a key measure for the business and has increased to finance the acquisition of Appreciate. Although the cash element of the purchase price was GBP61.9 million the net increase is only GBP28.5 million due to our strong cash generation and cash acquired.

 
                                              Year ended  Year ended 
Net debt                                       31 March    31 March 
                                                                      Change 
                                                 2023        2022        % 
  Cash and cash equivalents - net corporate 
   cash from continuing operations                  22.0         7.6  187.7% 
  Less: 
  Loans and borrowings                            (94.4)      (51.5)   83.2% 
  Net debt                                        (72.4)      (43.9)   65.0% 
--------------------------------------------  ----------  ----------  ------ 
 

Total loans and borrowings of GBP94.4 million have increased by GBP42.8 million and consist of a GBP10.8 million amortising term loan A, GBP36.0 million amortising term loan B, GBP46.5 million drawdown of the GBP75.0 million revolving credit facility and GBP1.1 million of asset financing balances and accrued interest (2022: GBP27.0 million drawdown from the revolving credit facility, GBP21.7 million amortising term loan A and GBP2.9 million of asset financing balances).

GROUP CASH FLOW AND LIQUIDITY

The following table summarises the cash flow movements during the year.

 
 
                                                                      Year ended 
                                                        Year ended     31 March 
                                                       31 March 2023     2022     Change % 
Profit before tax from continuing and discontinued 
 operations                                                     42.6        78.5   (45.7)% 
  Ofgem provision -- cash payment                                  -      (12.5)         - 
  Non-cash exceptional items                                     1.3       (2.9)    144.8% 
  Gain on disposal of investments Romania                          -      (30.0)         - 
        Depreciation and amortisation                           10.5        10.6    (0.9)% 
        Share-based payments and other items                     2.4         0.9    166.7% 
        Working capital changes (corporate)                      3.6       (3.2)    215.6% 
 
Cash generation                                                 60.4        41.4     46.1% 
        Taxation payments                                      (6.2)       (9.2)   (32.6)% 
  Capital expenditure                                         (12.7)      (10.8)     17.6% 
        Acquisitions of subsidiaries net of cash 
         acquired                                             (45.6)       (4.5)       n/m 
  Contingent consideration cash paid                           (1.0)       (2.0)   (50.0)% 
  Sale/(purchase) of investment in associate                     5.5       (6.7)       n/m 
  Purchase of convertible loan note and other 
   investment                                                  (3.3)       (0.8)       n/m 
  Disposals of business net of cash disposed                       -        20.2         - 
  Movement in loans and borrowings                              42.4      (35.0)  (221.1)% 
Lease payments                                                 (0.2)       (0.2)         - 
        Dividends paid                                        (25.1)      (23.1)      8.7% 
Net increase/(decrease) in corporate cash 
 and cash equivalents                                           14.2      (30.7)    146.3% 
        Net change in clients' funds and retailers' 
         deposits                                               39.3       (9.7)    505.2% 
Net increase/(decrease) in cash and cash 
 equivalents                                                    53.5      (40.4)    232.4% 
        Cash and cash equivalents at the beginning 
         of year                                                24.4        64.8   (62.3)% 
Cash and cash equivalents at the end of 
 year                                                           77.9        24.4         - 
----------------------------------------------------  --------------  ----------  -------- 
Comprising: 
Corporate cash net of overdraft                                 22.0         7.7    185.7% 
Clients' funds and retailers' deposits                          55.9        16.7    236.7% 
                                                                                  -------- 
 

The following table summarises the cash generation from continuing operations excluding exceptional items

 
                                                                        Year ended 
                                                          Year ended     31 March 
                                                         31 March 2023     2022     Change % 
Profit before tax from continuing operations                      42.6        48.5   (12.2)% 
  Exceptional items                                                5.6       (2.9)       n/m 
------------------------------------------------------ 
  Profit before tax from continuing operations 
   excluding exceptional items                                    48.2        45.6      5.7% 
        Depreciation and amortisation                             10.5        10.6    (0.9)% 
        Share-based payments and other items                       2.4         0.9    166.7% 
        Working capital changes (corporate, excluding 
         exceptional items)                                        1.2       (3.2)  (135.3)% 
Cash generation from continuing operations 
 excluding exceptional items                                      62.3        53.9     15.6% 
------------------------------------------------------  --------------  ----------  -------- 
 

Cash generation grew to GBP60.4 million (2022: GBP41.4 million) delivered from profit before tax from continuing operations of GBP42.6 million (2022: GBP48.5 million). The previous year cash generation was impacted by the GBP12.5 million payment in relation to the Ofgem Statement of Objections. Adjusting for exceptional items, cash generation from continuing operations improved by 15.6% to GBP62.3 million. There was a net working capital inflow of GBP2.5 million related to costs incurred for the Appreciate acquisition that will cause an outflow of working capital in FY24.

Taxation payments on account of GBP6.2 million (2022: GBP9.2 million) are lower compared to the prior period due to a tax refund of GBP3.3 million following the closure of March 2021 tax filings which do not impact the prior year tax charge. Dividend payments were higher compared to the prior period due to the increase in the current year interim and the final ordinary dividend paid per share for the prior year ended 31 March 2022.

Capital expenditure of GBP12.7 million (2022: GBP10.8 million) was GBP1.9 million higher than the prior year. Capital expenditure primarily consists of PayPoint One and card terminals, terminal development, the enhancement to the Direct Debit platform and IT hardware. The increase in capital expenditure is primarily driven by the roll out of terminals in Merchant Rentals where the principal product is now an operating lease rather than finance lease.

DIVIDS

 
                                        Year ended      Year ended 
                                       31 March 2023   31 March 2022  Change % 
------------------------------------ 
Ordinary reported dividends per 
share (pence) 
        Interim (paid)                          18.4            17.0      8.2% 
        Final (proposed)                        18.6            18.0      3.3% 
Total reported dividend per share 
 (pence)                                        37.0            35.0      5.7% 
 
Total dividends paid per share 
 (pence)                                        34.6            33.6 
Total dividends paid in year (GBPm)             25.1            23.1 
 

We have declared an increase of 3.3% in the final dividend to 18.6 pence per share (2022: 18.0 pence per share). One to be paid as an interim dividend and one to paid as a final dividend. This is payable in equal instalments of 9.3 pence per share (2022: 9.0 pence per share) on 1 September 2023 and 22 September 2023 to shareholders on the register on 11 August 2023. The final dividend is subject to the approval of shareholders at the annual general meeting on 7 September 2023.

The final dividend will result in GBP13.5 million (2022: GBP12.4 million) being paid to shareholders from the standalone statement of financial position of the Company which, as at 31 March 2023, had approximately GBP45.0 million (2022: GBP67.9 million) of distributable reserves.

CAPITAL ALLOCATION

The Board's immediate priority is to continue to preserve PayPoint's balance sheet strength. The Group maintains a capital structure appropriate for current and prospective trading over the medium term that allows a healthy mix of dividends and cash for investment through capital expenditure and acquisitions. The Board's approach to the setting of the ordinary dividend has been updated since the prior year in relation to cover ratio to strengthen the capital position and follows the following capital allocation priorities:

   -- Investment in the business through capital expenditure in innovation to 
      drive future revenue streams and improve the resilience and efficiency of 
      our operations; 
 
   -- Investment in opportunities such as the acquisition of Appreciate in 
      February 2023 and investment in OBConnect convertible loan; 
 
   -- Progressive ordinary dividends targeting a cover ratio of 1.5 to 2.0.43 
      times earning from continuing operations excluding exceptional items. 

GOING CONCERN

The financial statements have been prepared on a going concern basis having regard to the identified principal risks and uncertainties and viability statement on page 30. Our cash and borrowing capacity provides sufficient funds to meet the foreseeable needs of the Group including dividends.

Alan Dale

Finance Director

27 July 2023

PRINCIPAL RISKS AND UNCERTAINTIES

Like all businesses, we face a number of risks and uncertainties and successful management of existing and emerging risks is critical to the achievement of strategic objectives and to the long-term success of any business. Therefore, risk management is an integral part of PayPoint's Corporate Governance.

Changes to principal risks

New risks and disclosures

This year, principal risks from the Appreciate Group have been considered and incorporated, and our risks are assessed below on a Group-wide basis. Our risk appetite remains the same as last year.

It is defined as:

 
Risk appetite  Impact on profit before tax 
-------------  --------------------------- 
Low            Under GBP2 million 
-------------  --------------------------- 
Medium         Under GBP5 million 
-------------  --------------------------- 
High           Over GBP5 million 
-------------  --------------------------- 
 

Changing risks

Credit and Operational -- This risk has been renamed as Credit and Liquidity / Treasury Management as Operations are now considered under Operational Delivery. This is because operation of our processes and controls are more intrinsically linked with operational delivery of key projects than they were with credit management.

Other principal risks have remained the same as last year, although they now include a consideration of how they affect the Appreciate Group as well as the existing PayPoint companies.

Receding risks

There were no receding risks. The outlook of all the risks has been reassessed, as shown in the table below.

Emerging Risks

ESG and Climate Risk remains an emerging risk. We recognise the impact climate change is having globally; however, we are intrinsically a low-carbon producing company and they do not pose an immediate risk to our operations. However, we have embedded a strategy of reducing our carbon emissions, with a goal of becoming fully net-zero by 2040 (2030 for our own operations). Details of how we plan to achieve this will be set out in our Annual Report.

Last year, we implemented The Task Force on Climate-related Financial Disclosures (TCFD) which provides companies with a framework to improve reporting on climate-related risks and opportunities. Risks presented by climate change have been embedded into our enterprise risk management framework including financial planning processes, business cases and our overall risk identification and management processes detailed in our Annual Report.

The table on pages 25 to 29 sets out our principal and emerging risks including details of the potential impact, mitigation strategies and status. The table also details risk movement during the year and risk appetite. They do not comprise all risks faced by the Group and are not set out in order of priority.

Like all businesses, we face a number of risks and uncertainties, and successful management of existing and emerging risks is critical to the achievement of strategic objectives and to the long-term success of any business. Therefore, risk management is an integral part of PayPoint's Corporate Governance.

 
    Risk Trend       Potential Impact                    Mitigation Strategies               Status 
     & Appetite 
    ---------------  ----------------------------------  ----------------------------------  -------------------------------- 
Principal Risks 
----------------------------------------------------------------------------------------------------------------------------- 
Market Risks 
----------------------------------------------------------------------------------------------------------------------------- 
1   Competition      PayPoint's markets and              The Executive Board                 Risk is increasing as 
     and Markets      competitors continue                regularly reviews markets,          competition has intensified, 
     Trend =          to evolve; failure to               competitor activity,                and cost of living pressures 
     Increasing       anticipate and respond              trading opportunities               are causing a downward 
     Appetite         to these will reduce                and potential acquisitions          push on margins. Also, 
     =                market share, revenue               and so oversees and                 the use of cash continues 
     Medium           and profits. The decline            challenges strategic                to decrease, which reduces 
                      in cash usage is expected           direction. It also closely          our income from certain 
                      to continue, which will             monitors consumer and               parts of the business. 
                      reduce revenue from                 technological trends                However, we continue 
                      those affected business             and engages with clients,           to strengthen our card 
                      areas. Inflationary                 retailers and other                 and digital payment 
                      and cost of living pressures        stakeholders to improve             businesses. Levels of 
                      may impact fee margins              our proposition. PayPoint           global investment in 
                      and discretionary spend,            continually develops                our Fintech competitors 
                      which will in turn affect           products, services and              slowed in the last year, 
                      growth opportunities                systems to adapt to                 which presents opportunities 
                      in parts of the business.           changes in consumer                 for PayPoint in the 
                      Keen pricing by competitors         trends and technology               digital space. Finally, 
                      may further serve to                and make strategic acquisitions     the recent acquisition 
                      narrow profit margins,              where appropriate.                  has further diversified 
                      as would excessive reliance                                             the Group into the gifting 
                      on key clients or market                                                and rewards business. 
                      segments 
    ---------------  ----------------------------------  ----------------------------------  -------------------------------- 
2   Emerging         There is risk to our                PayPoint continually                Risk is stable as recent 
     Technology       business if our offering            develops products with              acquisitions have accelerated 
     Trend =          fails to keep pace and              the latest technology               our ability to mitigate 
     Stable           we do not exploit new               and evolves them to                 the impact of emerging 
     Appetite         technologies and markets            take advantage of new               technologies, and the 
     = Medium         to evolve our proposition.          and expanding markets.              re-platforming of our 
                      New and emerging technologies       The Executive Board                 digital proposition 
                      are changing the way                closely monitors emerging           will better enable us 
                      consumers pay for goods             technologies and the                to expand our presence 
                      and services; failure               impact they may have                in digital payment markets. 
                      to keep up with alternative         on PayPoint. We also                We are engaged in various 
                      payment solutions will              develop and implement               government schemes involving 
                      reduce our market share             our own innovative technology       new technology, for 
                      and profitability                   where possible. Emerging            example, the Department 
                                                          technology from recent              for Work and Pensions 
                                                          acquisitions has been               Payment Exception Service. 
                                                          developed further and               We are rolling out a 
                                                          used to deepen and widen            new, updated version 
                                                          our customer relationships.         of our retailer terminal 
                                                                                              -- the PayPoint mini, 
                                                                                              and have developed solutions 
                                                                                              in our open banking 
                                                                                              and open pay propositions. 
                                                                                              We are also tracking 
                                                                                              the fast evolution of 
                                                                                              generative AI, as this 
                                                                                              has potential to be 
                                                                                              highly transformative. 
    ---------------  ----------------------------------  ----------------------------------  -------------------------------- 
Strategic Risks 
----------------------------------------------------------------------------------------------------------------------------- 
3   Trans-formation  Our business relies                 The Executive Board                 Risk is increasing; 
     Trend =          on implementation of                drives, challenges and              the acquisition of Appreciate 
     Increasing       continued innovation                assesses our response               is now complete and 
     Appetite         to keep pace with emerging          to change as part of                work has started to 
     = Medium         technology and changing             the strategic planning              integrate their operations 
                      markets. Furthermore,               process. PayPoint is                where appropriate, and 
                      we need to remain agile             committed to diversifying           to add their system 
                      to continually improve              its product offering                improvements into the 
                      our processes and controls,         and client base by delivering       Group roadmap. Other 
                      as failure to do so                 innovative, efficient               major projects include 
                      would reduce efficiency,            and robust processes                Payment Facilitation 
                      increase costs, and                 in a range of sectors,              and the roll out of 
                      increase the likelihood             and by continuous improvement       the PayPoint mini terminal, 
                      of poor customer service.           in existing systems                 a project that started 
                      Failure to invest and               and processes.                      in 2021.These require 
                      improve would also reduce                                               considerable investment 
                      our capacity to capitalise                                              in technology and systems 
                      on opportunities for                                                    as well as infrastructure 
                      growth.                                                                 channels and in developing 
                                                                                              people. 
    ---------------  ----------------------------------  ----------------------------------  -------------------------------- 
Business Risks 
----------------------------------------------------------------------------------------------------------------------------- 
4   Operating        It is important we have             PayPoint builds and                 Risk is stable; recent 
     Model            a diversified and varied            carefully manages strategic         acquisitions have diversified 
     Trend =          operating model, so                 relationships with key              our operations into 
     Stable           we are not overly exposed           clients, retailers,                 the gifting ad rewards 
     Appetite         to any particular markets,          redemption partners                 business. We continue 
     = Medium         clients, suppliers or               and suppliers. We continually       to renew contracts and 
                      SMEs. Our core business             seek to improve and                 onboard new retailers, 
                      relies on an appropriate            diversify services through          clients merchants and 
                      mix of clients operating            new initiatives, products           redemption partners 
                      in diverse industry                 and technology. We have             in line with expectations. 
                      sectors, retailers and              further diversified                 We have built on the 
                      redemption partners,                our business this year              counter cash, FMCG and 
                      supported by a robust               through the acquisition             newspaper propositions 
                      supply chain and operating          of Appreciate Group                 with campaigns and onboarding 
                      processes. Failure to               which gives us access               new SMEs, with more 
                      maintain attractive                 to new markets, SMEs,               in the pipeline. We 
                      propositions for clients            retailers, clients and              have however noted that 
                      retailers and redemption            technology. We maintain             retailers and SMEs are 
                      partners may result                 strong relationships                under increasing financial 
                      in losses of key clients,           with suppliers to reduce            pressure, which may 
                      or a reduction in fees              concentration risk in               lead to an increase 
                      and margins.                        this area.                          in defaults. We are 
                                                                                              monitoring this situation 
                                                                                              carefully. 
    ---------------  ----------------------------------  ----------------------------------  -------------------------------- 
5   Legal and        PayPoint is required                Our Legal and Compliance            Risk is increasing due 
     Regulatory       to comply with numerous             teams work closely with             to two key factors. 
     Trend =          contractual, legal,                 management on all legal             Firstly, following completion 
     Increasing       and continuously evolving           and regulatory matters              of the Appreciate acquisition, 
     Appetite         regulatory requirements.            and adopt strategies                additional support has 
     = Low            Failure to anticipate               to ensure PayPoint is               been required to ensure 
                      and meet obligations                appropriately protected             a coherent group approach 
                      may result in fines,                and complies with regulatory        to compliance is implemented. 
                      penalties, prosecution              requirements. The teams             Secondly, as referenced 
                      and reputational damage.            advise on all key contracts         in Note 34, two claims 
                      Recent acquisitions                 and legal matters and               have now been served 
                      have increased the number           oversee regulatory compliance,      on a number of companies 
                      of regulated entities,              monitoring and reporting.           in the Group in 
                      which further increases             Emerging regulations                relation to the matters 
                      the regulatory risk.                are incorporated into               addressed by commitments 
                      Commitments made to                 strategic planning,                 made to Ofgem in 2021 
                      Ofgem in 2021 regarding             and we engage with regulators       in resolution of Ofgem's 
                      its Competition law                 to ensure our frameworks            competition concerns. 
                      concerns have been implemented      are appropriate to support          Key new regulations 
                                                          new products and initiatives.       this year have been 
                                                          The compliance team                 the PSR and Consumer 
                                                          has been expanded and               Duty, which we are addressing 
                                                          developed to meet the               in line with regulatory 
                                                          ever-changing requirements          deadlines. 
                                                          of both existing and 
                                                          new legislation, and 
                                                          external counsel is 
                                                          engaged where required. 
                                                          We respond promptly 
                                                          and comprehensively 
                                                          to all legal and regulatory 
                                                          enquiries. 
    ---------------  ----------------------------------  ----------------------------------  -------------------------------- 
6   People           Failure to attract and              The Executive Board                 Risk is increasing. 
     Trend =          retain key talent impacts           defines and advocates               Following completion 
     Increasing       many areas of our business          PayPoint's purpose,                 of the Appreciate Group 
     Appetite         including service delivery          vision and values, and              acquisition, we announced 
     = Low            and achieving strategic             an employee forum comprising        a rationalisation of 
                      objectives. Maintaining             employees from across               our Northern offices, 
                      a strong culture of                 the business engages                which has caused some 
                      ethical behaviours and              directly with the Executive         staff turnover. Inflationary 
                      employee wellbeing is               Board on employee matters.          pressures mean salaries 
                      also vital in ensuring              We continue to invest               remain high and, hybrid 
                      our business, people,               in, and support our                 working serves to exacerbate 
                      customers and other                 people. We have well                this trend. Therefore, 
                      stakeholders are safeguarded,       established processes               there remain a number 
                      and our operations remain           for recruiting and retaining        of vacancies, especially 
                      efficient and profitable.           key talent and developing           in specialist fields. 
                      Maintaining competitive             our people, and there               However, we have recruited 
                      remuneration levels                 is continued focus on               some extra staff in 
                      ensures we retain our               culture, ethics and                 accordance with our 
                      talent pool.                        diversity.                          planned headcount increase 
                                                                                              for the year. Recruitment 
                                                                                              and retention have eased 
                                                                                              somewhat from earlier 
                                                                                              in the year due to redundancies 
                                                                                              and recruitment freezes 
                                                                                              elsewhere. 
                                                                                              Employee engagement 
                                                                                              surveys remain positive 
                                                                                              and key actions around 
                                                                                              cost-of-living support, 
                                                                                              better employee interaction 
                                                                                              and flexible working 
                                                                                              have been implemented.. 
    ---------------  ----------------------------------  ----------------------------------  -------------------------------- 
Operational Risks 
----------------------------------------------------------------------------------------------------------------------------- 
7   Cyber            Cyber-attacks may significantly     The Executive Board                 Risk is increasing because 
     Security         impact service delivery             assesses PayPoint's                 of the growing volume 
     Trend =          and data protection                 cyber security and data             and sophistication of 
     Increasing       causing harm to PayPoint,           protection framework,               cyber-attacks, coupled 
     Appetite         our customers and other             and the Cyber Security              with our expanding digital 
     = Low            stakeholders. Recent                and IT Sub-Committee                footprint. Due to the 
                      acquisitions have increased         of the Audit Committee              current geopolitical 
                      the number of IT environments,      maintain oversight.                 instability, the NCSC 
                      products and systems                Our IT security framework           has issued a warning 
                      we need to protect.                 is comprehensive, with              regarding targeted threats 
                      PayPoint has multiple               multiple security systems           to organisations supporting 
                      cyber security systems,             and controls deployed               critical services in 
                      capabilities and controls           across the Group.                   the UK. 
                      however cyber-attacks               We are ISO27001 and                 Group security standards 
                      are constantly evolving             PCI DSS Level 1 certified,          and systems are being 
                      and remain a persistent             and systems are constantly          applied to our acquired 
                      threat.                             monitored for attacks               IT environments and 
                                                          with response plans                 we continue to enhance 
                                                          implemented and tested.             our architecture, systems, 
                                                          Employees receive regular           processes and cyber 
                                                          cyber security training,            monitoring and response 
                                                          and awareness is promoted           capabilities. We regularly 
                                                          through phishing simulations        engage third parties 
                                                          and other initiatives.              to assess and assist 
                                                          We have implemented                 on our cyber defences 
                                                          simple reporting tools              and strengthen our controls.. 
                                                          to assist in quick identification 
                                                          of potential threats. 
                                                          We operate a robust 
                                                          incident response framework 
                                                          to address potential 
                                                          and actual breaches 
                                                          in our estate or within 
                                                          our supply chain. We 
                                                          engage with stakeholders, 
                                                          including suppliers 
                                                          on cyber-crime and proactively 
                                                          manage adherence with 
                                                          data protection requirements. 
    ---------------  ----------------------------------  ----------------------------------  -------------------------------- 
8   Business         Our clients and stakeholders        The Executive Board                 Risk is increasing. 
     Interruption     rely on our systems,                reviews PayPoint's business         The acquisition of Appreciate 
     Trend =          products and services               continuity framework                and our expansion into 
     Increasing       being resilient to maintain         and the Cyber Security              different products contribute 
     Appetite         continuous service delivery.        and IT SubCommittee                 to an increasing complexity 
     = Low            Failure to maintain                 of the Audit Committee              of our operations. We 
                      stable infrastructure               maintains oversight.                have not suffered any 
                      or processes, or to                 Business continuity,                significant outages 
                      promptly recover services           disaster recovery and               during the year, however 
                      following an incident               major incident response             system disruption is 
                      may result in financial             plans are maintained                an inherent business 
                      loss, reputational harm             and tested with failover            risk. Therefore, we 
                      and potential regulatory            capabilities across                 have upgraded the processing 
                      scrutiny.                           third party data centres            environments for our 
                      Interruptions may be                and the cloud. Systems              core switch and some 
                      caused by system failure,           are routinely upgraded              core services that are 
                      cyberattack, failure                with numerous change                hosted in the data centres. 
                      by a third party, or                management processes                This has resulted in 
                      failure of an internal              deployed and resilience             a reduction in critical 
                      process. Recovery may               embedded where possible.            incidents, and availability 
                      be hampered by a lack               Risk from supplier failure          of the core processing 
                      of resilience planning              is managed through contractual      switch has improved. 
                      and testing.                        arrangements, alternative           Better staff training 
                                                          supplier arrangements               and retention has enhanced 
                                                          and business continuity             our ability to detect 
                                                          plans.                              and recover from service 
                                                                                              issues. 
    ---------------  ----------------------------------  ----------------------------------  -------------------------------- 
9   Credit and       PayPoint has material               PayPoint has effective              Risk is stable. Credit 
     Liquidity/       credit exposures with               credit and operational              losses remain low. Cost 
     Treasury         large retailers, redemption         processes and controls.             of living pressures 
     Management       partners, and other                 Retailers and counterparties        may impact our retailers, 
     Trend =          counterparties; in the              are subject to ongoing              which may increase the 
     Stable           event of a default,                 credit reviews, and                 default rate. However, 
     Appetite         significant financial               effective debt management           we have robust monitoring 
     = Low            loss may result, as                 processes are implemented.          and an increase in support 
                      demonstrated with the               Residual risk associated            payment processing in 
                      McColl's collapse.                  with potential default              place to reduce default 
                      We process large volumes            of gift card providers              rates and impacts. 
                      of payments daily, therefore        is mitigated through                The risk profile of 
                      effective operational               insurance. Settlement               our business operations 
                      controls are essential              systems and controls                remains stable. We continue 
                      to ensure funds are                 are continually assessed            to review and enhance 
                      settled accurately,                 and enhanced with new               our operational processes 
                      securely and promptly.              systems and technology.             and controls, and relationships 
                      We have a number of                 We have effective governance        with our funding partners. 
                      debt / banking covenants            with oversight committees,          We successfully refinanced 
                      and interest expenses               delegated authorities               to support the acquisition 
                      which must be managed               and policies for key                of Appreciate and our 
                      carefully.                          processes. Segregation              cash generation remains 
                      Absent or ineffective               of duties and approvals             robust. 
                      controls in these processes         are implemented for 
                      could                               all areas where fraud 
                      result in fraud, liquidity          or material error may 
                      risk, reputational damage           occur. 
                      or other 
                      financial loss. 
    ---------------  ----------------------------------  ----------------------------------  -------------------------------- 
10  Operational      Successful delivery                 The Executive Board                 Risk is stable. The 
     Delivery         of key initiatives and              has overall responsibility          Appreciate acquisition 
     Trend =          strategic objectives                for delivering key initiatives      will require considerable 
     Stable           is central to achieving             implementing a robust               management time and 
     Appetite         our day-to-day and transformation   control framework over              effort to integrate. 
     = Low            aims. Successful operational        BAU activities.                     The combined group is 
                      delivery                            Our project management              now large enough to 
                      depends on effective                methodology ensures                 qualify for the SAO 
                      forecasting, planning               projects are prioritised            regime, which means 
                      and well controlled                 and governed effectively.           the risk and control 
                      execution both within               Our existing                        documentation must be 
                      the Group and in its                processes are continuously          reviewed and brought 
                      supplier chain. Failure             reviewed to make sure               in line with HMRC requirements. 
                      to manage this risk                 they                                There have been a number 
                      would hamper our business           are efficient and well              of new products in the 
                      performance, impact                 controlled.                         year, e.g. EBSS and 
                      our stakeholders, and                                                   Open Banking, which 
                      lead to regulatory or                                                   have been challenging 
                      legal sanctions.                                                        and demanded prioritisation 
                                                                                              of resources. 
    ---------------  ----------------------------------  ----------------------------------  -------------------------------- 
Emerging Risks 
----------------------------------------------------------------------------------------------------------------------------- 
11  ESG and          Focus on environmental,             The CEO and the Executive           Our ESG working group 
     Climate          social and governance               Board have overall accountability   has implemented various 
     Trend =          matters continues to                for PayPoint's climate              measures as we embed 
     Stable           increase, and our business          and social responsibility           low carbon strategies 
     Appetite         needs to be environmentally         agendas, and they recommend         into our working practices 
     = Medium         responsible to create               strategy to the Board.              and business strategy. 
                      shared value for                    PayPoint aligns its                 We will be rolling out 
                      all stakeholders.                   business with reducing              our new PayPoint terminal, 
                      Climate risk is a key               carbon emissions, and               which generates lower 
                      priority for governments            continually assesses                emissions than previous 
                      and organisations globally,         its approach to environmental       models. We are moving 
                      and PayPoint needs to               risk and social responsibility,     toward electric cars 
                      play its part in reducing           which are embedded in               for our company fleet 
                      carbon emissions and                our decision-making                 and helping our field 
                      its environmental impact.           processes. We have multiple         team to travel in more 
                      Approximately 17% of                policies and processes              environmentally friendly 
                      our revenue is derived              governing our social                ways. 
                      from energy and fuel                responsibility strategy             We run an employee forum 
                      markets and as the UK               and we continually assess           and have implemented 
                      transitions to Net-zero             and evolve our strategy             various measures as 
                      carbon emission economy             and working practices               a result, such as cost 
                      by 2050, we need to                 to ensure the best outcomes         of living support. Love2shop 
                      closely monitor the                 for stakeholders and                was named one of the 
                      impacts on our business             the environment.                    UK's best places to 
                      to ensure our revenue                                                   work in April 2023. 
                      streams remain sustainable. 
    ---------------  ----------------------------------  ----------------------------------  -------------------------------- 
 

VIABILITY STATEMENT

In accordance with the 2018 UK Corporate Governance Code, the Directors have assessed the viability of the Group over a three-year period, taking account of the Group's current financial and trading position, the principal risks and uncertainties (as set out on pages 25 to 29) and the strategic plans that are reviewed at least annually by the Board.

Assessment period

The Directors have determined that the Group's strategic planning period of three years remains an appropriate time frame over which to assess viability. This broadly aligns to average client renewal terms, new client prospecting and onboarding cycles and the development-through-to-maturity evolution of new products and service lines. The current financing facilities are in place until February 2026 broadly in line with this period.

Assessment of prospects

The Directors assess the Group's prospects through the annual strategy day and review of the Group's three-year Plan. The strategy day in February 2023 and Plan review day in March 2023 both considered the impact on future plans of the Appreciate Group acquisition on 28 February 2023. The planning process forecasts the Group's financial performance including cash flows which allows the Directors to assess both the Group's liquidity and adequacy of funding. In its assessment of the Group's prospects, the Directors have considered the following: --

The Group's strategy and how it addresses changing economic environments in context of our clients, parcel partnerships, merchants and retailer requirements.

We continue to evolve and execute our strategy and invest for growth. We recently acquired the Appreciate Group and are integrating this business at pace so that the commercial synergies can commence realisation in the 2023/24 financial year including the launch of super-agents via our retailer partner network. Through a broad range of products and services combined with our effective sales team we continue to successfully embed PayPoint Group at the heart of SME and convenience retail businesses. In the e-Commerce division we are continuing to roll out Zebra printers which will enable store to store deliveries, further improving the e-commerce delivery platform for first and last mile customer journeys. In the Payments and Banking division, we continued facilitating government support in the current economic climate and grew our integrated payments solution across cards and Direct Debit together with the addition of Open Banking to our portfolio of payment methods.

The Group's inherent resilience to risk.

The Group has an inherent resilience to risk, provided by the diversified nature of our operations across many sectors. The business remains highly cash generative which has enabled the Group to continue to invest in key areas of growth and support its longer-term viability. The Appreciate acquisition has further broadened our products set, client base and has enabled more opportunities to provide more key services across all our customers (Retailers, SMEs, Clients and Parcel partnerships). This will ensure we are more integral to all of our customers.

Expectations of the future economic environment.

Uncertainty remains over macroeconomic risks. This has resulted in higher inflation and cost of borrowing, reduced consumer confidence and the UK government facing higher budget deficits. However, the diversity of our proposition ensures the business can adapt to ongoing and unexpected changes. This was demonstrated this year as we supported the government with its cost-of-living support.

The Group's financial position.

The Group retains a strong financial position and has a GBP75m revolving credit facility (RCF) expiring February 2026 together with a total of GBP46.8m amortising term loans. The arrangement also includes a GBP30m accordion (uncommitted) facility. At 30 June 2023 the Group had utilised GBP44.5m of the RCF. The available balance of GBP30.5m and the corporate cash provides the Group with liquidity of cGBP35m. This level of liquidity is deemed sufficient for all the viability scenarios analysed. The Group has proven robust performance and cash generation in previous economic downturns.

Assessment of viability

To assess our viability, we modelled different scenarios identified by considering the potential impact of the principal risks (as shown in the table on pages 25 to 29). Our development of scenarios included reviewing the risks of both the PayPoint and Appreciate businesses. Risks are broadly unchanged and the additional investments required to realise our integration and targets are included in the Plan financial projections. We have reassessed the enlarged group's scenarios to reflect the progress made in delivering our strategy. In total, nine principal risks were used in our modelling. They were chosen because they combine to represent plausible scenarios covering a range of different operational and financial impacts on the business.

The principal risk not specifically modelled was Risk 6 -- people as failure in recruiting and retaining the right talent in the organisation would have similar impacts to scenario A and B.

In total, four severe but plausible individual scenarios have been modelled, with a fifth reverse stress test scenario. These scenarios and the assumptions within are detailed in the table below. We also considered the combined impact of scenarios A and B as these are the most likely to materialise together. Theoretically all these scenarios, with differing causes could occur together, with varying levels of impact. However, we have not included a combined scenario of scenarios A to D, due to the one-off nature of scenarios C and D, with scenario A already including a significant one-off item creating similar financial pressure.

None of the separate scenarios modelled was found to impact the long-term viability of the Group over the assessment period. In assessing each of the scenarios, we have taken account of the mitigating actions available to us, including, but not limited to, reducing discretionary operating spend, reducing non-committed capital expenditure, repricing our products and services, freezing recruitment and reducing variable incentives and temporary suspension of dividend payments.

Conclusion

Having assessed the Group's current position, potential impacts of principal risks, proven management of adverse conditions in the past, potential mitigating actions and prospects of the Group, the Directors confirm they have a reasonable expectation that the Group will be able to continue in operation, remain solvent and meet its liabilities as they fall due over the three-year assessment period.

 
Scenario modelled        Linked to principal       Assumptions 
                          risks 
-----------------------  ------------------------  ------------------------------------------------- 
   Scenario A            Risk (1) Competition      Transactions/merchants/estate 
    A sharp economic      and markets               In areas of the business where declines 
    decline in the        Risk (2) Emerging         have been experienced, these have been 
    economy and our       technology                doubled. In areas of the business in 
    markets causes        Risk (4) Operating        growth, this growth has been reduced 
    material divergence   model                     to zero. 
    on planned product    Risk (9) Credit and       Margins, revenue rates per transaction/merchants 
    growth rates          operational               or estate 
    or accelerated                                  In areas where there is a decline this 
    declines                                        has been doubled and growth reduced to 
                                                    zero. 
                                                    Economic backdrop will also cause a credit 
                                                    risk of cGBP11m if several our largest 
                                                    retailers fail. 
                                                    Costs 
                                                    No cost savings assumed. 
                                                    All of the above are assumed to impact 
                                                    for FY23/24 with a slow recovery in FY24/25 
                                                    back to planned levels in FY25/26. 
                                                    Dividends are reduced in line with dividend 
                                                    policy. 
-----------------------                            ------------------------------------------------- 
Scenario B               Risk (3) Transformation   Revenue Growth 
 Failure with             Risk (10) Operational     Planned transformational revenue growth 
 our transformation       delivery                  rates are assumed to halve over the life 
 and integration                                    of the plan. 
 projects impacts                                   Costs/ synergies 
 the profit delivery                                Costs are assumed to increase by 20% 
 from the planned                                   and the benefit of synergies halved across 
 growth                                             the three-year plan. 
-----------------------                            ------------------------------------------------- 
Scenario C               Risk (5) Regulatory       Revenue 
 Legislation or           and legal (grouping       No impact is assumed as PayPoint would 
 regulatory reforms       all the one-off hits      adjust to change or correct any breach 
 cause a situation        together)                 so that level of business could continue 
 of non-compliance                                  Costs 
                                                    It is assumed that an average amount 
                                                    of the possible fines and associated 
                                                    costs of GBP30m is incurred in FY23/24 
                                                    Dividends 
                                                    Reduced in line with dividend policy 
-----------------------                            ------------------------------------------------- 
Scenario D               Risk (7) Cyber security,  Revenue 
 Cybersecurity            Risk (8) Business         No revenue generation for three weeks 
 and business             interruption              Costs 
 continuity                                         Compensation payment equal to the lost 
                                                    revenue. 
                                                    Dividends 
                                                    Reduced in line with dividend policy 
-----------------------                            ------------------------------------------------- 
Scenario E               N/A                       Adopting the principles of Scenarios 
 Reverse stress                                     A and B, a continuous monthly impact 
 test                                               has been modelled to understand when 
                                                    our funding limits would be reached. 
                                                    Similarly, for scenarios C and D, which 
                                                    are one offs, a single month impact has 
                                                    been calculated to reach funding limits. 
                                                    In this stress test, it is assumed no 
                                                    dividends are paid. The outcome of these 
                                                    tests were a sustained EBITDA reduction 
                                                    of GBP3m per month, indefinitely, or 
                                                    a one off reduction in EBITDA of GBP40m 
                                                    would take the Group to its funding limits. 
                                                    At this point the Group would require 
                                                    further mitigations to those listed above 
                                                    and engaging financiers for further support 
                                                    or relaxation of covenants. 
-----------------------                            ------------------------------------------------- 
 

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

 
 
                                                                                        Re-presented(1) 
                                                                           Year ended     Year ended 
                                                                            31 March       31 March 
                                                                              2023           2022 
                                                                Note         GBP'000        GBP'000 
Continuing operations 
Revenue                                                               2,3     165,220           145,144 
Other revenue                                                         2,3       2,503                 - 
Total revenue                                                                 167,723           145,144 
Cost of revenue                                                              (64,257)          (48,725) 
Gross profit                                                                  103,466            96,419 
Administrative expenses - excluding adjusting items                          (50,083)          (46,357) 
Operating profit before adjusting items                                        53,383            50,062 
Adjusting items: 
Exceptional items - administrative expenses                             4     (5,317)             2,880 
Amortisation of intangible assets arising on acquisition 
 -- administrative expenses                                                   (2,574)           (2,394) 
Operating profit                                                               45,492            50,548 
Finance income                                                          5          87                13 
Finance costs                                                           5     (2,718)           (2,046) 
Exceptional item -- finance costs                                       4       (287)                 - 
Profit before tax from continuing operations                                   42,574            48,515 
Tax on continuing operations                                            6     (7,864)           (8,986) 
Profit from continuing operations                                              34,710            39,529 
 
Discontinued operation 
Profit from discontinued operation, net of tax                                      -               148 
Exceptional item -- gain on disposal of discontinued 
 operation, net of tax                                                              -            29,863 
Profit for the year attributable to equity holders 
 of the parent                                                                 34,710            69,540 
---------------------------------------------------------  --------------  ----------  ---------------- 
 

(1) Amortisation of intangible assets arising on acquisition were not identified as adjusting items in the prior year financial statements (see note 1).

 
                             Year ended  Year ended 
                              31 March    31 March 
Earnings per share (pence)      2023        2022 
---------------------------  ----------  ---------- 
Basic                              50.1       101.3 
---------------------------  ----------  ---------- 
Diluted                            49.6       100.2 
---------------------------  ----------  ---------- 
 
 
                                                      Year ended  Year ended 
                                                       31 March    31 March 
Earnings per share -- continuing operations (pence)      2023        2022 
----------------------------------------------------  ----------  ---------- 
Basic                                                       50.1        57.6 
----------------------------------------------------  ----------  ---------- 
Diluted                                                     49.6        57.0 
----------------------------------------------------  ----------  ---------- 
 
 
                                                                Year ended  Year ended 
Underlying earnings per share -- continuing operations before    31 March    31 March 
 adjusting items (pence)                                           2023        2022 
--------------------------------------------------------------  ----------  ---------- 
Basic                                                                 61.0        56.0 
--------------------------------------------------------------  ----------  ---------- 
Diluted                                                               60.3        55.4 
--------------------------------------------------------------  ----------  ---------- 
 
 
                                                        Year ended  Year ended 
                                                         31 March    31 March 
Earnings per share -- discontinued operations (pence)      2023        2022 
------------------------------------------------------  ----------  ---------- 
Basic                                                            -        43.7 
------------------------------------------------------  ----------  ---------- 
Diluted                                                          -        43.2 
------------------------------------------------------  ----------  ---------- 
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 
 
                                                              Year ended   Year ended 
                                                               31 March     31 March 
                                                                 2023         2022 
                                                                GBP'000     GBP'000 
Items that will not be reclassified to the consolidated 
 statement of profit or loss: 
Remeasurement of defined benefit pension scheme                  353          -- 
Deferred tax on defined benefit pension scheme                   (86)         -- 
Items that may subsequently be reclassified to the 
 consolidated statement of profit or loss: 
Exchange differences on disposal of discontinued operation 
 reclassified to profit or loss                                        -        1,645 
Other comprehensive income for the year                              267        1,645 
Profit for the year                                               34,710       69,540 
Total comprehensive income for the year attributable 
 to equity holders of the parent                                  34,977       71,185 
------------------------------------------------------------  ----------  ----------- 
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 
 
                                                              31 March   31 March 
                                                                2023       2022 
                                                        Note   GBP'000   GBP'000 
Non-current assets 
Goodwill                                                   8   117,427     57,668 
Other intangible assets                                         75,293     35,990 
Investment in associate                                              -      6,739 
Convertible loan notes                                           3,750        750 
Other investment                                                   251         -- 
Property, plant and equipment                                   29,257     21,782 
Net investment in finance lease receivables                      1,711      4,407 
Retirement benefit asset                                           411         -- 
Total non-current assets                                       228,100    127,336 
------------------------------------------------------  ----  --------  --------- 
Current assets 
Inventories                                                      3,152        332 
Trade and other receivables                               10    82,055     75,975 
Current tax asset                                                6,231      4,191 
Cash and cash equivalents -- clients' funds, retailer 
 partners' deposits and card and voucher deposits               55,905     16,646 
Cash and cash equivalents -- corporate cash                     22,546      7,653 
Monies held in trust                                            82,000         -- 
Total current assets                                           251,889    104,797 
------------------------------------------------------  ----  --------  --------- 
Total assets                                                   479,989    232,133 
------------------------------------------------------  ----  --------  --------- 
 
 Current liabilities 
Trade and other payables                                  11   255,526     92,375 
Deferred consideration liability                                     -      1,000 
Lease liabilities                                                  862        200 
Loans and borrowings                                      12    58,245     39,643 
Bank overdraft                                                     525         -- 
Total current liabilities                                      315,158    133,218 
------------------------------------------------------  ----  --------  --------- 
Non-current liabilities 
Trade and other payables                                           115          - 
Lease liabilities                                                4,617         60 
Loans and borrowings                                      12    36,170     11,891 
Deferred tax liability                                          12,215      3,706 
Total non-current liabilities                                   53,117     15,657 
------------------------------------------------------  ----  --------  --------- 
Total liabilities                                              368,275    148,875 
------------------------------------------------------  ----  --------  --------- 
 
Net assets                                                     111,714     83,258 
 
Equity 
Share capital                                             13       242        230 
Share premium                                             13     1,000      1,000 
Merger reserve                                            13    18,243        999 
Share-based payment reserve                                      2,286      1,570 
Retained earnings                                               89,943     79,459 
Total equity attributable to equity holders of the 
 parent                                                        111,714     83,258 
------------------------------------------------------  ----  --------  --------- 
 

These financial statements were approved by the Board of Directors and authorised for issue on 27 July 2023 and were signed on behalf of the Board of Directors.

Nick Wiles

Chief Executive

27 July 2023

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 
                                                                        Share-based 
                                           Share     Share     Merger     payment    Translation         Retained        Total 
                                           capital   premium   reserve    reserve      reserve           earnings       equity 
                                    Note   GBP'000   GBP'000   GBP'000    GBP'000      GBP'000           GBP'000        GBP'000 
Opening equity at 1 April 
 2021                                          229     4,975       999        2,005      (1,645)           26,737        33,300 
 
Profit for the year                             --        --        --           --           --           69,540        69,540 
Exchange differences on 
 translation of foreign operation               --        --        --           --        1,645               --         1,645 
Comprehensive income for 
 the year                                       --        --        --           --        1,645           69,540        71,185 
Issue of shares                       13         1     1,000        --           --           --               --         1,001 
Equity-settled share-based 
 payment expense                                --        --        --          868           --               --           868 
Vesting of share scheme                         --        --        --      (1,303)           --            1,303            -- 
Reclassification of share 
 premium into retained earnings                 --   (4,975)        --           --           --            4,975            -- 
Dividends                             14        --        --        --           --           --         (23,096)      (23,096) 
Closing equity at 31 March 
 2022                                          230     1,000       999        1,570           --           79,459        83,258 
----------------------------------  ----  --------  --------  --------  -----------  -----------  ---------------  ------------ 
 
Profit for the year                             --        --        --           --           --           34,710        34,710 
Total other comprehensive 
 income                                         --        --        --           --           --              267           267 
Comprehensive income for 
 the year                                       --        --        --           --           --           34,977        34,977 
Issue of shares                       13        12        --    17,244           --           --               --        17,256 
Equity-settled share-based 
 payment expense                                --        --        --        1,330           --               --         1,330 
Vesting of share scheme                         --        --        --        (614)           --              614             - 
Dividends                             14        --        --        --           --           --         (25,107)      (25,107) 
Closing equity at 31 March 
 2023                                          242     1,000    18,243        2,286           --           89,943       111,714 
----------------------------------  ----  --------  --------  --------  -----------  -----------  ---------------  ------------ 
 

CONSOLIDATED STATEMENT OF CASH FLOWS

 
 
 
                                                                          Re-presented(1) 
                                                             Year ended     Year ended 
                                                              31 March       31 March 
                                                                2023           2022 
                                                       Note    GBP'000        GBP'000 
Cash flows from operating activities 
Cash generated from operations                           15     102,182            33,626 
Corporation tax paid                                            (6,204)           (9,161) 
Interest received                                                   609                13 
Interest paid                                                   (2,973)           (1,913) 
Net cash inflow from operating activities                        93,614            22,565 
-----------------------------------------------------  ----  ----------  ---------------- 
 
Investing activities 
Purchases of property, plant and equipment                      (7,802)           (5,185) 
Purchases of intangible assets                                  (4,900)           (5,627) 
Acquisitions of subsidiaries net of cash acquired         9    (45,580)           (4,543) 
Contingent consideration cash paid                              (1,000)           (2,000) 
Disposal / (acquisition) of investment in associate               5,487           (6,739) 
Purchase of convertible loan note                               (3,000)             (750) 
Purchase of other investment                                      (251)                 - 
Proceeds from disposal of discontinued operation net 
 of cash disposed                                                     -            20,159 
Net cash used in investing activities                          (57,046)           (4,685) 
-----------------------------------------------------  ----  ----------  ---------------- 
 
Financing activities 
Dividends paid                                           14    (25,107)          (23,096) 
Proceeds from issue of share capital                     13           1                 1 
Payment of lease liabilities                                      (261)             (243) 
Repayments of loans and borrowings                             (22,074)          (61,469) 
Proceeds from loans and borrowings                       12      64,500            26,420 
Net cash generated / (used) in financing activities              17,059          (58,387) 
-----------------------------------------------------  ----  ----------  ---------------- 
 
Net increase / (decrease) in cash and cash 
 equivalents                                                     53,627          (40,507) 
 
 Cash and cash equivalents at beginning of year                  24,299            64,806 
 
Cash and cash equivalents at end of year                         77,926            24,299 
-----------------------------------------------------  ----  ----------  ---------------- 
 

(1) Interest received was presented within "Investing activities" in the prior year financial statements.

Reconciliation of cash and cash equivalents

 
                                                        31 March  31 March 
                                                          2023      2022 
                                                         GBP'000   GBP'000 
Continuing operations 
Corporate cash                                            22,546     7,653 
Clients' funds, retailer partners' deposits and card 
 and voucher deposits                                     55,905    16,646 
Bank overdraft                                             (525)         - 
Cash and cash equivalents                                 77,926    24,299 
------------------------------------------------------  --------  -------- 
 
 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

   1. Significant Accounting policies 

Basis of preparation

This preliminary announcement does not constitute the Company's statutory accounts for the years ended 31 March 2023 or 31 March 2022, but is derived from the statutory accounts. This announcement does not contain sufficient information to fully comply with UK-adopted International Accounting Standards ("UK-adopted IFRS"). The Company expects to publish full financial statements that comply with IFRS in due course.

Statutory accounts for 2022 have been delivered to the Registrar of Companies and those for 2023 will be delivered following the Company's annual general meeting. The auditors have reported on those accounts and the report was unqualified, did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their opinion and did not contain a statement under s498(2) or (3) of the Companies Act 2006.

Adoption of standards and policies

This preliminary announcement complies with the recognition and measurement criteria of UK-adopted IFRS, and with the accounting policies of the Group which are set out in the Group's Annual Report for the year ended 31 March 2022. The accounting policies applied are consistent with the prior year with the exception of the policies set out below and are applicable for the first time in the year ended 31 March 2023 following the acquisition of Appreciate Group PLC: i) Pension costs -- defined benefit schemes; ii) Revenue recognised by Love2shop in respect of vouchers and cards.

Pension costs -- defined benefit schemes

Defined benefit pension schemes create an obligation on the entity to provide agreed benefits to current and past employees. The Group's defined benefit pension schemes are accounted for in accordance with IAS19 Employee Benefits, under the principle that the cost of providing employee benefits should be recognised in the period in which the benefit is earned.

The present value of the defined benefit obligation is measured by applying an actuarial valuation method, using a set of actuarial assumptions. The fair value of the scheme assets is deducted from the present value of the defined benefit obligation to determine the net deficit or surplus to be recognised on the statement of financial position.

Service cost attributable to current and past periods is recognised in the Statement of profit or loss, as is net interest on the net defined benefit asset or liability. Actuarial gains and losses, and returns on scheme assets, are recognised through Other comprehensive income.

Revenue recognised by Love2shop in respect of vouchers and cards

The Group offers single-retailer and multi-retailer redemption products. The Group is a principal for single-retailer products, on which revenue is recognised on a gross basis. For multi-retailer products, the Group acts in the capacity of an agent, recording as revenue the net amount that it retains for its agency services.

Multi-retailer products may be partially or fully redeemed and the unused amount (i.e. the non-refundable unredeemed or unspent funds on a voucher, card or e-code at expiry) is referred to as 'non-redemption income'. Non-redemption income is recognised as revenue when the card has expired and the right of refund has lapsed.

Prior year re-presentation of administrative expenses for amortisation of acquired intangible assets arising on acquisition

For the current year the Group has updated its presentation of the expense for amortisation of intangible assets arising on acquisition. In order for the user to understand the operational performance of continuing business, the Group is changing from presenting "Operating Profit before exceptional items" to "Operating Profit before adjusting items". Adjusting items represents exceptional items and amortisation of intangible assets arising on acquisition and so this latter expense is shown separately on the face of the Consolidated statement of profit or loss as an adjusting item. The prior year results have been re-presented on this basis.

Prior year re-presentation of interest received

For the current year the Group updated its presentation of interest received. In the prior year Consolidated statement of cash flows it was presented as "Investment income" within "Investing activities". In the current year it is presented as "Interest received" within "Net cash inflows from operating activities". The impact of the restatement is to increase both "Net cash inflows from operating activities" and "Net cash used in investing activities" by GBP13,000. Similarly, interest received relating to interest earned on deposits is now included in "other revenue". The Group has made this change as this better reflects the operating nature of interest earned on cash deposits, following the acquisition of Appreciate Group during the year.

Going concern

The financial statements have been prepared on a going concern basis. The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt-to-equity balance. The capital structure of the Group consists of debt and equity attributable to equity holders of the parent company comprising capital, reserves and retained earnings.

The Group's policy is to borrow centrally to meet anticipated funding requirements. Our cash and borrowing capacity provides sufficient funds to meet the foreseeable needs of the Group. At 31 March 2023, the Group had cash and cash equivalents of GBP78.4 million, consisting of GBP22.5

million corporate cash and GBP55.9 million of clients' funds, retailer partners' deposits and card and voucher deposits. In addition, the Group carried out a refinancing in the year to support the acquisition of Appreciate Group PLC. The Group's borrowing facilities consist of:

   -- GBP10.8 million amortising term loan which is due to be repaid in 
      quarterly instalments over the next financial year, completing in 
      February 2024 
 
   -- GBP36.0 million amortising term loan repayable from May 2024 to February 
      2026, in equal, quarterly instalments until the final, double payment 
 
   -- GBP75.0 million unsecured revolving credit facility with an additional 
      GBP30.0 million accordion facility (uncommitted) expiring in February 
      2026 
 
   -- GBP0.6 million block loan balances. The block loans are to be repaid by 
      September 2024 

At 31 March 2023, GBP46.5 million (2022: GBP27.0 million) was drawn down from the revolving credit facility.

The Group has net assets of GBP111.7 million as at 31 March 2023, having made a profit of GBP34.7 million and delivered a net cash inflow from operating activities of GBP93.6million for the year then ended. The Group had net current liabilities of GBP63.3 million (2022: GBP28.4 million).

The Directors have prepared cash flow forecast scenarios for a period of at least 12 months from the date of approval of these financial statements, taking into account the Group's current financial and trading position, the impact of current economic conditions, the principal risks and uncertainties and the strategic plans that are reviewed at least annually by the Board. In this 'base case' scenario, the cash flow forecasts show considerable liquidity headroom and debt covenants will be met throughout the period. The Directors have also considered the matters described in note 16 and concluded that it is not appropriate to extend the going concern assessment beyond 12 months on the basis that the timing of conclusion of the legal proceedings is so uncertain.

As detailed in the Financial Review, the Group has many product lines which delivered a profitable result and strong cash generation. The 'base case' scenario considered the trends identified and explained in the Review and included improved operating profit and related cash flows.

The key assumptions were:

   -- In Shopping, the level of service fee continues to grow through sales and 
      RPI increases, card revenues continue to grow on increased number of 
      merchants through sales growth and increased retention and the cash 
      withdrawal proposition continues to decline in line with use of cash 
 
   -- In e-commerce, transactions and net revenue increase although not by as 
      much as the rate in the current year 
 
   -- In Payments and Banking, revenues from digital increase, especially 
      through Open Banking, whilst cash declines in line with use of cash 
 
   -- In Love2shop, with a full year contribution, billings to increase with 
      the new initiatives outlined in the strategic report. As previously 
      announced, Love2shop is expected to be earnings enhancing (on an adjusted 
      basis) in the 23/24 financial year 
 
   -- Costs increase reflecting the current economic pressures and growth in 
      revenue 
 
   -- Finance revenue and finance costs both increase reflecting current rates 
      in the market 

Additionally, the Directors have carried out an assessment of the principal risks and uncertainties and applied several severe but plausible scenarios to test the Group viability further, as detailed on pages 30 to 31 in the Group's Viability confirmation section. These included a reduction in the volume of transactions, loss of key contracts and under-performance of acquisitions and new products or service lines. As mitigating actions, we have assumed achievable reductions in expenditure and a reduction in the level of future dividends following the payment of the final dividend of 18.6 pence per share declared in respect of financial year ended 31 March 2023. The cash flow forecasts included stress tests for the above scenarios to ensure working capital movements within a reporting period do not trigger a covenant breach.

In both the 'base case' and severe but plausible scenarios, the forecasts indicated that there was sufficient headroom and liquidity for the Group to continue with the existing facilities outlined above. None of the significant judgements and estimates detailed on pages 37 to 39 made by the Directors casts any doubt on the assessment to continue as a going concern.

Based on these assessments, the Directors confirm that they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of not less than 12 months from the date of approval of these financial statements and therefore have prepared the financial statements on a going concern basis.

Use of judgements and estimates

In the application of the Group's accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgement: recognition of cash and cash equivalents and monies held in trust

The nature of payments and banking services means that PayPoint collects and holds funds on behalf of clients as those funds pass through the settlement process and retains retailer partners' deposits as security for those collections. Following the Appreciate acquisition, it also holds card and voucher deposits on behalf of agents, cardholders and redeemers, some of which is held in trust.

A critical judgement in this area is whether clients' funds, retailer partners' deposits and monies held in trust are recognised in the statement of financial position, and whether they are included in cash and cash equivalents for the purpose of the statement of consolidated cash flows. This includes evaluating:

   (a)        the existence of a binding agreement, such as a legal trust, clearly identifying the beneficiary of the funds 
   (b)        the identification of funds, ability to allocate and separability of funds 
   (c)        the identification of the holder of those funds at any point in time 
   (d)        whether the Group bears the credit risk 

The Group evaluated the April 2022 IFRIC agenda decision on demand deposits with restrictions on use arising from a contract with a third party and concluded that it did not have any impact on the Group's existing accounting policy for cash and cash equivalents.

Where there is a binding agreement specifying that PayPoint holds funds on behalf of the client (i.e. acting in the capacity of a trustee) and those funds have been separately identified as belonging to that beneficiary, the cash and the related liability are not included in the statement of financial position.

Where funds are held in trusts set up for the purpose of ring-fencing monies belonging to agents, cardholders and redeemers, they are recognised as monies held in trust on the statement of financial position, as the Group has access to the interest on such monies and can, having met certain conditions, withdraw the funds. However, given the restrictions over these monies, the amounts held in trust and ring-fenced are not included in cash and cash equivalents, except where they are deposits repayable on demand.

In all other situations the cash and corresponding liability are recognised on the statement of financial position. Corporate cash and clients' funds, retailer partners' deposits and card and voucher deposits are presented as separate line items within cash and cash equivalents on the statement of financial position.

The amounts recognised on the Statement of financial position as at 31 March 2023 are as follows:

   -- Cash and cash equivalents - clients' funds GBP12.0 million (2022: GBP9.8 
      million) 
 
   -- Cash and cash equivalents -- card and voucher deposits GBP37.7 million 
      (2022: GBPnil) 
 
   -- Cash and cash equivalents - retailers' deposits GBP6.2 million (2022: 
      GBP6.8 million) 
 
   -- Cash and cash equivalents - corporate cash GBP22.5 million (2022: GBP7.7 
      million) 
 
   -- Monies held in trust GBP82.0 million (2022: GBPnil) 

Clients' funds and card and voucher deposits held in trust off the statement of financial position as at 31 March 2023 are GBP124.3 million (2022: GBP55.9 million).

Critical estimate: Valuation of the goodwill relating to the Handepay cash generating unit

Handepay's principal activity is that of an independent sales organisation in the merchant acquiring industry. It is a growth business that has strong cash generation and limited capital expenditure requirements. The market in which it operates is highly competitive and facing several regulatory changes. Handepay has a relatively small market share, however it continues to develop its proposition, sales force, and operations with an ambition to accelerate the growth of its market share. Handepay is a CGU for the purposes of impairment testing.

The recoverable amount (based on value in use) of the Handepay CGU is GBP57.6m, which is GBP12.0m higher than the carrying value. Therefore, the CGU and its assets continue to be measured at their carrying value.

The assumptions underpinning the recoverable amounts that are most sensitive to a reasonable change include:

   1. The average revenue growth assumption of 14.5% p.a. 
 
   2. Pre-tax discount rate of 15.7% p.a. 
   1. Revenue growth is primarily determined by the increased salesforce and 
      sales efficiency, ultimately driving the number of new merchants 
      acquired. Over the five-year forecast period, headcount is planned to 
      grow by 31% with sales efficiency being based on historic rates. Merchant 
      churn is forecast to reduce by 14 percentage points from recent 
      historical rates. This is driven by enhancing the businesses retention 
      teams, utilising algorithms, and the continuous improvement in the 
      product offering. The forecasts included existing revenue per merchant 
      rates uplifted for approved repricing activities. The Group prepares 
      five-year cash flow forecasts derived from the most recent three-year 
      financial budgets approved by the Board which are extrapolated for a 
      further two years and subsequently extended to perpetuity. 
 
   2. The pre-tax risk-adjusted discount rate of 15.7% has been used to 
      discount the forecast cash flows calculated by reference to Handepay's 
      weighted average cost of capital ('WACC'). The Group engaged an external 
      advisor to produce a WACC. The cost of equity is based on the risk-free 
      rate for long-term UK Government bonds adjusted for the beta (reflecting 
      the systemic risk of Handepay relative to the market as a whole) and the 
      equity market risk premium (reflecting the required return over and above 
      a risk-free rate by an investor who is investing in the market as a 
      whole). An alpha factor has also been included in the discount rate to 
      capture the risks in the cash flows not already captured in the cost of 
      equity and the cash flows. The recoverable amount would equal the 
      carrying value if the discount rate increased to 18.7%. 

Reasonably possible changes in the above key assumptions can affect the recoverable amount (using the value in use method) as follows:

 
Change of assumption:                                    Value of impairment 
                                                             of Handepay CGU 
-------------------------------------------------------  ------------------- 
Increase in pre-tax discount rate of 3.0%                            GBP0.2m 
-------------------------------------------------------  ------------------- 
Decrease in average revenue growth rate of 2.2% in each              GBP5.3m 
 of years 1-5 
-------------------------------------------------------  ------------------- 
 

The 2.2% reduction in average revenue growth rate in each of years 1-5 is a reasonably possible decrease considering the competitive nature of the merchant acquiring sector, the current market share and the current proposition.

A 3.0% increase in the pre-tax discount rate is considered to be a reasonably possible outcome considering the alpha factor which captures the risks in the cash flows not already captured in the cost of equity and the cash flows.

Critical estimate: Valuation of acquired intangible assets on acquisition of Appreciate Group PLC

The fair value of acquired intangible assets (brands, customer relationships and developed technology) recognised on the acquisition of Appreciate amounted to GBP40.4 million, with a related deferred tax liability of GBP10.1 million. Together with other assets acquired and liabilities assumed, this resulted in goodwill of GBP59.8 million. The aggregate of the acquired intangible assets and the goodwill exceeds the consideration paid due to net other liabilities having been acquired on acquisition (see note 9). The estimate of fair value measurements of certain acquired intangible assets is considered by management a critical estimate due to a significant risk of material adjustment in the measurement period. The fair values are derived from assumptions, changes to which would have a material impact on the fair values. Management estimate that the following acquired intangible assets fall into this category:

   -- Non-contractual customer relationship: Appreciate Business Services (ABS) 
 
   -- Brand: Park 
 
   -- Brand: Love2shop 

The table below summarises, for each of the above intangible assets, the fair values recognised, the key assumptions used in deriving those fair values and the range of fair values obtained by changing one or more of the assumptions:

 
                                   Non-contractual 
                                customer relationship:   Brand:      Brand: 
                                         ABS              Park     Love2shop 
-----------------------------  -----------------------  --------  ------------ 
Fair value                             GBP8.8m          GBP4.2m     GBP7.6m 
-----------------------------  -----------------------  --------  ------------ 
Discount rate assumption                         12.5%     14.0%         14.0% 
-----------------------------  -----------------------  --------  ------------ 
Attrition rate                                   22.6%         -             - 
-----------------------------  -----------------------  --------  ------------ 
Pre-tax royalty rate                                 -      4.5%          4.5% 
-----------------------------  -----------------------  --------  ------------ 
Impact of 2%-point change to               +/- GBP0.5m  +GBP0.5m  +GBP0.8m / - 
 discount rate                                                 /       GBP0.7m 
                                                        -GBP0.4m 
-----------------------------  -----------------------  --------  ------------ 
Impact of 2%-point change to               +/- GBP0.2m         -             - 
 attrition rate 
-----------------------------  -----------------------  --------  ------------ 
Impact of 0.5%-point change                          -  -GBP0.5m   +/- GBP0.9m 
 to pre-tax royalty rate                                       / 
                                                        +GBP0.4m 
-----------------------------  -----------------------  --------  ------------ 
Value with both assumptions                    GBP9.1m   GBP5.2m       GBP9.3m 
 at favourable end of range 
-----------------------------  -----------------------  --------  ------------ 
Value with both assumptions                    GBP8.5m   GBP3.3m       GBP6.2m 
 at adverse end of range 
-----------------------------  -----------------------  --------  ------------ 
 

Given that the acquired intangible assets were not purchased in separate transactions, but rather as part of the wider Appreciate business combination, the 'market participant' perspective is hypothetical. Therefore, in measuring the acquired intangible assets at fair value, management considered the types of potential market participants (e.g. competitors and comparable companies) to apply assumptions that were consistent with the assumptions that market participants would use when pricing the intangible assets. Given that the acquired intangible assets are not traded on an active market, have no recent market transactions and are unique to Appreciate, management valued them using the following approaches:

Brands - using a relief from royalty method. In setting the pre-tax royalty rate, management considered the perceived strengths of the brands, based on factors including the level of brand awareness, their longevity and profitability. The pre-tax royalty rate of 4.5% applied reflects market observable royalty rates for other brands and trademarks in similar sectors.

Non-contractual customer relationships - using a multi-period excess earnings (MEEM) method, which reflects market participant fair value by including forecast lifetime earnings which were specifically attributable only to the non-contractual customer relationships existing at the acquisition date. The discount rate applied to the MEEM incorporates general market rates of return at the acquisition date as well as industry risks and the risks of the asset to typical market participant, based on an analysis of comparable companies.

The residual GBP59.8 million goodwill represents the future economic benefits arising from the acquisition that were not individually identified and separately recognised at the acquisition date. The buyer-specific synergies subsumed into goodwill did not exist at the market-participant level at the acquisition date because i) they result from combining PayPoint and Appreciate, enabling PayPoint to cross-sell to the Appreciate customer base and ii) the new customer relationships and sectors are anticipated to arise post-acquisition but were not identifiable at the acquisition date. The workforce and operating expertise are not separately identifiable intangible assets and are also included in goodwill.

Alternative performance measures

Non-IFRS measures or alternative performance measures are used by the Directors and management for performance analysis, planning, reporting and incentive-setting purposes. They have remained consistent with the prior year with the exception of the addition of the Billings measure, following the acquisition of Appreciate we have also added EBITDA and pulled out amortisation of intangible assets arising on acquisition as well as exceptional items. These measures are included in these financial statements to provide additional useful information on performance and trends to shareholders.

These measures are not defined terms under IFRS and therefore they may not be comparable with similarly titled measures reported by other companies. They are not intended to be a substitute for, or superior to, IFRS measures.

Underlying performance measures (non-IFRS measures)

Underlying performance measures allow shareholders to understand the operational performance in the year, to facilitate comparison with prior years and to assess trends in financial performance. They usually exclude the impact of one-off, non-recurring and exceptional items and the amortisation of intangible assets arising on acquisition, such as brands and customer relationships.

Love2shop billings (non-IFRS measure relating solely to the Love2shop segment)

Billings represents the value of goods and services shipped and invoiced to customers during the year and is recorded net of VAT, rebates and discounts. Billings is an alternative performance measure, which the directors believe provides an additional measure of the level of activity other than total revenue. This is due to revenue from multi-retailer redemption products being reported on a 'net' basis, whilst revenue from single-retailer redemption products and other goods are reported on a 'gross' basis.

Net revenue (non-IFRS measure)

Net revenue is total revenue less commissions paid (to retailer partners and Park Christmas agents) and the cost of revenue for items where the Group acts in the capacity as principal (including single-retailer vouchers and SIM cards). This reflects the benefit attributable to the Group's performance, eliminating pass-through costs which creates comparability of performance under both the agent and principal revenue models. It is a key consistent measure of the overall success of the Group's strategy. A reconciliation from total revenue to net revenue is included in note 3.

Adjusting items (non-IFRS measure)

Adjusting items consist of exceptional items and amortisation of intangible assets arising on acquisition. These items are presented as adjusting items in the consolidated statement of profit or loss, as they do not reflect the operational performance of the Group.

 
                                                                        Re-presented(1) 
                                                            Year ended     Year ended 
                                                             31 March       31 March 
                                                               2023           2022 
                                                             GBP'000        GBP'000 
Exceptional items -- acquisition costs expensed                  4,065                - 
Exceptional items -- impairment loss on reclassification 
 of investment in associate to asset held for sale               1,252                - 
Exceptional items -- finance costs                                 287                - 
Exceptional items -- revaluation of deferred, contingent 
 consideration liability                                             -          (2,880) 
Amortisation of intangible assets arising on acquisition         2,574            2,394 
Total adjusting items                                            8,178            (486) 
---------------------------------------------------------  -----------  --------------- 
 

(1) Amortisation of intangible assets arising on acquisition is reported separately on the face of the Consolidated statement of profit or loss as an adjusting item. The prior year results has been re-presented on this basis. (see note 1).

Effective tax rate (non-IFRS measure)

Effective tax rate (note 6) is the tax cost as a percentage of the net profit before tax.

Reported dividends (non-IFRS measure)

Reported dividends are based on a financial year's results from which the dividend is declared and consist of the interim dividend paid and final dividend declared (note 14). This is different to statutory dividends where the final dividend on ordinary shares is recognised in the following year when it is approved by the Company's shareholders.

Cash generation (non-IFRS measure)

Cash generation reflects earnings before tax, depreciation, amortisation and non-cash exceptional items adjusted for working capital (excluding movement in clients' funds and retailer partners' deposits) as detailed in the financial review. This measures the cash generated which can be used for tax payments, new investments and financing activities.

Total costs (non-IFRS measure)

Total costs comprise other costs of revenue, administrative expenses, finance income and finance costs. Total costs exclude adjusting items, being exceptional costs and amortisation of intangible assets arising on acquisition.

Earnings before interest, tax, depreciation and amortisation (EBITDA) (non-IFRS measure)

The Group now presents EBITDA as it is widely used by investors, analysts and other interested parties to evaluate profitability of companies. This measures earnings from continuing operations before interest, tax, depreciation and amortisation. See page 17 for a reconciliation from profit before tax to EBITDA.

Underlying earnings before interest, tax, depreciation and amortisation (Underlying EBITDA) (non-IFRS measure)

The Group also now presents underlying EBITDA, which comprises EBITDA, as defined above, excluding exceptional items. See page 17 for a reconciliation from profit before tax to adjusted EBITDA.

Underlying earnings per share from continuing operations (non-IFRS measure)

Underlying earnings per share is calculated by dividing the net profit from continuing operations before exceptional items and amortisation of intangible assets arising on acquisition attributable to equity holders of the parent by the basic or diluted weighted average number of ordinary shares in issue.

Underlying profit before tax (non-IFRS measure)

 
                                                        Year ended  Year ended 
                                                         31 March    31 March 
                                                           2023        2022 
                                                          GBP'000     GBP'000 
Profit before tax from continuing operations                42,574      48,515 
Total adjusting items                                        8,178       (486) 
Underlying profit before tax from continuing 
 operations                                                 50,752      48,029 
------------------------------------------------------  ----------  ---------- 
 

The calculation of underlying profit before tax is as follows:

Underlying profit after tax (non-IFRS measure)

The calculation of underlying profit after tax is as follows:

 
                                              Year ended  Year ended 
                                               31 March    31 March 
                                                 2023        2022 
                                                GBP'000     GBP'000 
Profit after tax from continuing operations       34,710      39,529 
Total adjusting items                              8,178       (486) 
Tax on adjusting items                             (644)       (599) 
Underlying profit after tax                       42,244      38,444 
--------------------------------------------  ----------  ---------- 
 

Net corporate debt (non-IFRS measure)

Net corporate debt represents cash and cash equivalents excluding cash recognised as clients' funds and retailer partners' deposits, less bank overdraft and amounts borrowed under financing facilities (excluding IFRS 16 liabilities). The reconciliation of cash and cash equivalents to net corporate debt is as follows:

 
                                                              31 March  31 March 
                                                                2023      2022 
                                                               GBP'000   GBP'000 
Cash and cash equivalents -- corporate cash from continuing 
 operations                                                     22,546     7,653 
Less: 
Bank overdraft                                                   (525)         - 
Loans and borrowings (note 12)                                (94,415)  (51,534) 
Net corporate debt                                            (72,394)  (43,881) 
------------------------------------------------------------  --------  -------- 
 

2. Segmental reporting

Segmental information

The Group provides a number of different services and products. However, prior to the acquisition of Appreciate Group PLC on 28 February 2023, the different services and products provided by the Group did not meet the definition of different operating segments under IFRS 8, as the chief operating decision maker (CODM), the Executive Board, did not review them separately to make decisions about resource allocation and performance. Therefore, the Group had only one operating segment.

The Group considers the Appreciate business, now known as Love2shop, to be a separate segment from its pre-acquisition PayPoint business, since discrete financial information is prepared and it offers different products and services. Furthermore, the CODM reviews separate monthly internal management reports (including financial information) for both PayPoint and Love2shop to allocate resources and assess performance.

The material products and services offered by each segment are as follows:

PayPoint

   -- Card payment services to retailers, including leased payment devices 
 
   -- ATM cash machines 
 
   -- Bill payment services and cash top-ups to individual consumers, through a 
      network of retailers 
 
   -- Parcel delivery and collection 
 
   -- Retailer service fees 
 
   -- Digital payments 

Love2shop

   -- Shopping vouchers, cards and e-codes which customers may redeem with 
      participating retailers. These are either 'single-retailer' or 
      'multi-retailer'. The former may only be used at the specified retailer, 
      whilst the latter may be redeemed at one or more of over 200 retailers. 
 
   -- Christmas savings club, to which customers make regular payments 
      throughout the year to help spread the cost of Christmas, before 
      converting to a voucher. 

Information related to each reportable segment is set out below. Segment profit / (loss) before tax and exceptional items is used to measure performance because management believes that this information is the most relevant in evaluating the results of the respective segments relative to other entities that operate in the same industries.

 
                                                  PayPoint    L2S      Total 
Year-ended 31 March 2023                           GBP'000   GBP'000   GBP'000 
Revenue                                            159,531     5,689   165,220 
Other revenue                                          575     1,928     2,503 
Segment revenue                                    160,106     7,617   167,723 
 
Segment profit before tax and adjusting items       50,296       456    50,752 
Exceptional items                                  (5,604)         -   (5,604) 
Amortisation of intangible assets arising on 
 acquisition                                       (2,139)     (435)   (2,574) 
Segment profit before tax                           42,553        21    42,574 
 
Interest income                                         29        58        87 
Interest expense                                     2,303       415     2,718 
Depreciation and amortisation                        9,819       658    10,477 
Capital expenditure                                 12,349       354    12,703 
 
Segment assets                                     219,649   260,340   479,989 
Segment liabilities                                125,113   243,162   368,275 
Segment equity                                      94,536    17,178   111,714 
 

The L2S result is only one month, as the acquisition completed on 28 February 2023.

A business division analysis of revenue has been provided in note 3.

Geographic information

 
                                       Year ended  Year ended 
                                        31 March    31 March 
                                          2023        2022 
Total Revenue                            GBP'000     GBP'000 
Continuing operations - UK                167,723     145,144 
Discontinued operation(1) -- Romania            -       1,258 
Total                                     167,723     146,402 
-------------------------------------  ----------  ---------- 
 

(1) The prior year revenue from the discontinued operation represents the revenue from Romania between 1 and 8 April 2021 prior to disposal.

The total GBP227.9 million (2022: GBP127.3 million) non-current assets at 31 March 2023 are geographically located within the UK.

3. Alternative performance measures

Net Revenue

The reconciliation between total revenue and net revenue is as follows:

 
                                                                  Year ended  Year ended 
                                                                   31 March    31 March 
                                                                     2023        2022 
                                                                    GBP'000     GBP'000 
Continuing operations 
Service revenue - Shopping                                            66,057      62,886 
Service revenue -- e-commerce                                         16,085      10,949 
Service revenue -- Payments and banking                               71,994      67,475 
Service revenue -- multi-retailer redemption products                  1,217           - 
Service revenue - other                                                  128           - 
Sale of goods -- single-retailer redemption products                   4,325           - 
Sale of goods - other                                                  1,316       1,183 
Royalties - e-commerce                                                 4,098       2,651 
Other revenue -- multi-retailer non-redemption income                  1,603           - 
Other revenue -- interest on clients' funds, retailer partners' 
 deposits and card and voucher deposits                                  900           - 
Total revenue from continuing operations                             167,723     145,144 
 
 less: 
Retailer partners' commissions                                      (34,369)    (29,827) 
Cost of single-retailer cards and vouchers                           (4,208)           - 
Cost of SIM card and e-money sales as principal                        (199)       (205) 
Net revenue from continuing operations                               128,947     115,112 
----------------------------------------------------------------  ----------  ---------- 
 
Discontinued operation(1) 
Service revenue                                                            -         366 
Sale of goods                                                              -         892 
Total revenue from discontinued operation                                  -       1,258 
less: 
Retailer partners' commissions                                             -       (101) 
Cost of mobile top-ups and SIM card sales as principal                     -       (897) 
Net revenue from discontinued operation                                    -         260 
----------------------------------------------------------------  ----------  ---------- 
 
Total net revenue                                                    128,947     115,372 
 

(1) The prior year revenue and net revenue from the discontinued operation represents the revenue and net revenue from Romania between 1 and 8 April 2021 prior to disposal.

Total Costs

Total costs from continuing operations, excluding adjusting items, comprises:

 
                                                               Re-presented(1) 
                                                   Year ended     Year ended 
                                                    31 March       31 March 
                                                      2023           2022 
                                                     GBP'000       GBP'000 
Other costs of revenue                                 25,481           18,693 
Administrative expenses -- excluding adjusting 
 items                                                 50,083           46,357 
Finance income (note 5)                                  (87)             (13) 
Finance costs (note 5)                                  2,718            2,046 
Total costs                                            78,195           67,083 
-------------------------------------------------  ----------  --------------- 
 

(1) Amortisation of intangible assets arising on acquisition was reported separately on the face of the Consolidated statement of profit or loss as an adjusting item. The prior year results have been re-presented on this basis. (see note 1).

Love2shop billings

Billings relates solely to Love2shop and represents the value of goods and services dispatched and invoiced to customers during the year. The reconciliation between Love2shop's billings and revenue is as follows:

 
                                                               Year ended 
                                                              31 March 2023 
                                                                 GBP'000 
Love2shop billings                                                   14,807 
Multi-retailer redemption products -- gross to net revenue 
 recognition                                                        (7,515) 
Other revenue -- interest on clients' funds and retailer 
 partners' deposits                                                     325 
Total Love2shop revenue from continuing operations                    7,617 
-----------------------------------------------------------  -------------- 
 

4. Exceptional items

 
                                                                 Year ended  Year ended 
                                                                  31 March    31 March 
                                                                    2023        2022 
                                                                   GBP'000     GBP'000 
Acquisition costs expensed - administrative expenses                  4,065           - 
Impairment loss on reclassification of investment in associate 
 to asset held for sale                                               1,252           - 
Revaluation of deferred, contingent consideration liability               -     (2,880) 
Total exceptional items included in operating profit                  5,317     (2,880) 
Gain on disposal of discontinued operation, net of tax                    -    (29,863) 
Refinancing costs expensed -- finance costs                             287           - 
Total exceptional items included in profit or loss                    5,604    (32,743) 
---------------------------------------------------------------  ----------  ---------- 
 

The tax impact of the exceptional items is GBPnil (2022: GBPnil).

Exceptional items are those which are considered significant by virtue of their nature, size or incidence. These items are presented as exceptional within their relevant income statement categories to assist in the understanding of the performance and financial results of the Group, as they do not form part of the underlying business.

5. Finance income and costs

 
 
                                                                 Year ended   Year ended 
                                                                  31 March     31 March 
                                                                    2023         2022 
                                                                   GBP'000     GBP'000 
Finance income 
Interest income on clients' funds, retailer partners' deposits 
 and card and voucher deposits -- reported as Other revenue             900            - 
 
Interest income on defined benefit pension scheme assets                 58            - 
Other interest                                                           29           13 
Total interest income reported as Finance income                         87           13 
 
Total                                                                   987           13 
---------------------------------------------------------------  ----------  ----------- 
 
Finance costs 
Bank interest payable                                                 2,631        2,024 
Interest expense on defined benefit pension scheme obligations           55            - 
Lease and other interest                                                 32           22 
Total finance costs                                                   2,718        2,046 
---------------------------------------------------------------  ----------  ----------- 
 

6. Tax

 
                                                             Year ended   Year ended 
                                                               31 March     31 March 
                                                                 2023         2022 
                                                               GBP'000      GBP'000 
Continuing operations 
Current tax 
Charge for current year                                            7,829        8,254 
Adjustment in respect of prior years                               (806)           86 
Current tax charge                                                 7,023        8,340 
-----------------------------------------------------------  -----------  ----------- 
 
Deferred tax 
Charge for current year                                            1,144          577 
Adjustment in respect of prior years                               (303)           69 
Deferred tax charge                                                  841          646 
-----------------------------------------------------------  -----------  ----------- 
 
Total income tax charge on continuing operations                   7,864        8,986 
 
                                                              Year ended   Year ended 
                                                              31 March     31 March 
                                                              2023         2022 
                                                              GBP'000      GBP'000 
Tax charged directly to other comprehensive income 
Deferred tax on actuarial gains on defined benefit pension   86           -- 
 plans 
 

The income tax charge is based on the UK statutory rate of corporation tax for the year of 19% (2022: 19%). Deferred tax has been calculated using the enacted tax rates that are expected to apply when the liability is settled, or the asset realised. During the prior financial year, an increase in the main rate of UK corporation tax from 19% to 25% with effect from 1 April 2023 was enacted. Deferred tax has been calculated based on the rate applicable at the date timing differences are expected to reverse.

The income tax charge of GBP7.9 million (2022: GBP9.0 million) on profit before tax of GBP42.6 million (2022: GBP48.5 million from continuing operations) represents an effective tax rate(1) of 18.5% (2022: 18.5% for continuing operations). This is lower than the UK statutory rate of 19% due to adjustments in respect of prior year and capital allowance super deduction, partially offset by disallowable expenses.

The tax charge on continuing operations for the year is reconciled to profit before tax from continuing operations, as set out in the consolidated statement of profit or loss, as follows:

 
 
                                                           Year ended  Year ended 
                                                            31 March    31 March 
                                                              2023        2022 
                                                             GBP'000     GBP'000 
Profit before tax                                              42,574      48,515 
Tax at the UK corporation tax rate of 19% (2022: 19%)           8,089       9,218 
Tax effects of: 
Disallowable expense/(non-taxable income) -- exceptional 
 items                                                          1,119       (547) 
Disallowable expense/(non-taxable income) -- other                  1       (726) 
Adjustments in respect of prior years                         (1,109)         155 
Capital allowance super deduction                               (390)          -- 
Tax impact of share-based payments                              (121)         (3) 
Revaluation of deferred tax liability                             275         889 
Actual amount of tax charge on continuing operations            7,864       8,986 
---------------------------------------------------------  ----------  ---------- 
 

(1) Effective tax rate is the tax cost as a percentage of profit before tax on continuing operations.

7. Earnings per share

Basic and diluted earnings per share are calculated on the following profit and number of shares.

 
                                                                           Re-presented(1) 
                                                               Year ended     Year ended 
                                                                31 March       31 March 
                                                                  2023           2022 
                                                                 GBP'000       GBP'000 
Total profit for basic and diluted earnings per share is 
 the net profit attributable to equity holders of the parent       34,710           69,540 
-------------------------------------------------------------  ----------  --------------- 
 
Continuing operations 
Profit for basic and diluted earnings per share is the net 
 profit from continuing operations attributable to equity 
 holders of the parent                                             34,710           39,529 
 
Continuing operations -- underlying 
Profit for basic and diluted earnings per share is the net 
 profit from continuing operations before adjusting items 
 attributable to equity holders of the parent                      42,244           38,444 
 
Discontinued operation 
Profit for basic and diluted earnings per share is the net 
 profit from discontinued operation attributable to equity 
 holders of the parent                                                  -           30,011 
 

(1) The prior year profit after tax for "Continuing operations -- underlying" has been re-presented to exclude amortisation on acquired intangible assets.

 
                                                            31 March    31 March 
                                                              2023        2022 
                                                             Number      Number 
                                                            of shares   of shares 
                                                            Thousands   Thousands 
Weighted average number of ordinary shares in issue (for 
 basic earnings per share)                                     69,281      68,631 
Potential dilutive ordinary shares: 
Long-term incentive plan                                            -         164 
Restricted share awards                                           588         408 
Deferred annual bonus scheme                                      104         108 
SIP and other                                                      60          58 
Weighted average number of ordinary shares in issue (for 
 diluted earnings per share)                                   70,033      69,369 
---------------------------------------------------------  ----------  ---------- 
 

The SIP and other dilutive shares only have a passage of time restriction on them, hence are included above but not in the total number of outstanding share awards at the end of the year.

8. Goodwill

The Group tests goodwill for impairment annually and more frequently if there are indicators of impairment as set out in note 1. The Group's cash-generating units ('CGUs') have been assessed based on independently managed cash flows. When testing for impairment, recoverable amounts for the Group's CGUs are measured at their value-in-use by discounting the future expected cash flows from the assets in the CGUs. The Group prepares five-year cash flow forecasts derived from the most recent three-year financial budgets approved by the Board which are extrapolated for a further two years and subsequently extended to perpetuity. A key source of estimation in the impairment tests is the short-term revenue growth rates applied within the cash flow forecasts, which are determined using an estimate of future results based on the latest business forecasts and appropriately reflect expected performance of the CGU. The estimates of future cash flows are based on past experience, adjusted for estimates of future performance, including the continued shift from cash to digital payments.

Terminal values are based on long-term growth rates that do not exceed 2%, which appropriately reflects the expected long-term rate of GDP growth in the UK. The pre-tax risk-adjusted discount rates have been used to discount the forecast cash flows calculated by reference to the weighted average cost of capital ('WACC') of each CGU. The cost of equity is based on the risk-free rate for long-term UK government bonds, which is adjusted for the beta (reflecting the systemic risk of PayPoint relative to the market as a whole) and the equity market risk premium (reflecting the required return over and above a risk-free rate by an investor who is investing in the market as a whole).

All CGUs assessed generate value-in-use in excess of their carrying values. Sensitivity analysis applied to discount rate and short-term growth rate demonstrated that a combination of adverse changes in assumptions for the Handepay CGU could cause its carrying value to exceed its recoverable amount, as explained below. The headroom between the Handepay CGU valuation and its recoverable amount is GBP12.0 million, calculated using the assumptions below. For the other CGUs, no reasonably possible change in any of the assumptions would cause their carrying values to exceed their recoverable amounts. Management does not consider that climate change factors would adversely impact its goodwill impairment assessments.

 
                                               Merchant   Digital 
Group --        Love2shop   i-movo   Handepay   Rentals   payments 
goodwill           CGU        CGU       CGU       CGU       CGU     Total CGUs 
values           GBP'000    GBP'000   GBP'000   GBP'000   GBP'000     GBP'000 
At 31 March 
 2021                  --     6,867    35,632     9,586         --      52,085 
--------------  ---------  --------  --------  --------  ---------  ---------- 
Acquisition of 
 business              --        --        --        --      5,583       5,583 
At 31 March 
 2022                  --     6,867    35,632     9,586      5,583      57,668 
--------------  ---------  --------  --------  --------  ---------  ---------- 
Acquisition of 
 business          59,759         -         -         -          -      59,759 
--------------  ---------  --------  --------  --------  ---------  ---------- 
At 31 March 
 2023              59,759     6,867    35,632     9,586      5,583     117,427 
--------------  ---------  --------  --------  --------  ---------  ---------- 
 

The key assumptions used in the estimation of the recoverable amount are set out below. The values assigned to the key assumptions represent management's assessment of future trends in the relevant industries and have been based on historical data from both external and internal sources.

Assumptions used for annual impairment tests

 
                                                                            Merchant     Digital 
                                        Love2shop     i-movo     Handepay    Rentals     payments 
                                           CGU          CGU         CGU        CGU         CGU 
At 31 March 2023 
Recoverable amount of cash generating 
 unit                                   GBP68.0m     GBP8.6m     GBP45.6m   GBP23.7m    GBP11.7m 
Pre-tax risk adjusted discount 
 rate                                       16.0%         16.6%     15.7%        14.6%      15.1% 
 
Terminal growth rate                         2.0%   (8.0)%-2.0%      2.0%         2.0%       2.0% 
At 31 March 2022 
Recoverable amount of cash generating 
 unit                                          --       GBP8.8m  GBP46.8m     GBP22.6m   GBP10.5m 
Pre-tax risk adjusted discount 
 rate                                          --         15.0%     11.8%        11.8%      15.6% 
Terminal growth rate                           --          0.0%      2.0%  (5.0)%-2.0%       2.0% 
 

Given the proximity of the timing of the Appreciate acquisition to the year end, fair value less costs of disposal was also considered as an alternative measure of recoverable amount and indicated that no impairment was required at the year end.

9. Acquisition of subsidiaries

A) Appreciate Group PLC

On 28 February 2023, PayPoint acquired 100% of the share capital of Appreciate Group PLC for consideration of GBP79.2 million, comprising cash of GBP61.9 million plus equity of GBP17.3 million in the form of 3.6 million issued shares, and based on the closing share price of GBP4.84 per share at 28 February 2023. The acquisition resulted in a net GBP45.6 million cash outflow (net of cash and borrowings acquired) in the current year.

The primary reasons for the acquisition were to open up a range of growth opportunities, leveraging Appreciate's well-established and well-regarded offerings in the gift card, voucher and prepay savings markets.

The following intangible assets have been recognised and are being amortised over useful lives as shown:

 
                         Fair value     Useful 
                         GBP million      life 
----------------------  ------------  ----------- 
Brands                          11.8  12-15 years 
----------------------  ------------  ----------- 
Customer relationships          21.6   2-13 years 
----------------------  ------------  ----------- 
Developed technology             7.0      5 years 
----------------------  ------------  ----------- 
 

In the period since acquisition, Appreciate contributed total revenue of GBP7.6 million and nil profit before tax to the Group's results. Had the acquisition taken place on the first day of the financial year, Appreciate would have contributed revenue of GBP135.3 million and profit before tax of GBP0.7 million (on an unconsolidated basis).

Acquisition costs incurred in the year in relation to Appreciate totalled GBP3.6 million, which are reported within exceptional items in profit or loss.

The following table summarises the provisional fair values of the identifiable assets purchased and liabilities assumed at the acquisition date:

 
 
                                                         28 February 
                                                             2023 
                                                           GBP'000 
Acquired brands                                               11,790 
Acquired customer relationships                               21,648 
Acquired developed technology                                  7,006 
Retirement benefit asset                                       1,573 
Property, plant and equipment                                  5,631 
Trade and other receivables                                   10,650 
Inventories                                                    3,557 
Current tax asset                                              2,099 
Monies held in trust                                          47,000 
Cash and cash equivalents -- corporate cash                   17,469 
Cash and cash equivalents -- card and voucher deposits        64,960 
Payables in respect of cards and vouchers                  (108,489) 
Other trade and other payables                              (49,923) 
Lease liabilities                                            (5,448) 
Retirement benefit liability                                 (1,395) 
Borrowings                                                   (1,124) 
Deferred tax liabilities                                     (7,582) 
Total identifiable net assets acquired at fair value          19,422 
-------------------------------------------------------  ----------- 
 
Cash consideration                                            61,925 
Equity consideration                                          17,256 
Total consideration                                           79,181 
-------------------------------------------------------  ----------- 
 
Goodwill recognised on acquisition                            59,759 
 
Cash outflows in respect of acquisition 
------------------------------------------------------- 
Cash consideration                                          (61,925) 
Cash acquired                                                 17,469 
Bank overdraft acquired                                      (1,124) 
Acquisition of subsidiary net of cash acquired (Group)      (45,580) 
-------------------------------------------------------  ----------- 
 
Acquisition of subsidiary (Company) (1)                     (61,925) 
-------------------------------------------------------  ----------- 
 

(1) Excludes GBP3.6million acquisition costs, capitalised in investments in the Company statement of financial position but expensed in the Group statement of profit and loss.

The acquired identifiable assets and liabilities have been recognised at their fair values at acquisition date and in accordance with the Group's accounting policies (note 1):

-- The acquired customer relationships including contractual customer relationships have been valued using the multi-period excess earnings method ("MEEM approach") by estimating the total expected income streams from the customer relationship and deducting portions of the cash flow that can be attributed to supporting, or contributory, assets (including workforce). The contractual customer relationships asset relates to cards existing at the acquisition date, some of which will be redeemed post acquisition and on which a service fee will be earned and some of which (including those only partially redeemed) will expire with unredeemed balances on which unredeemed income will be earned. It is estimated based on the expected revenue to be received, less the costs to deliver the service. The residual income streams are discounted. No tax amortisation benefit is applied. The key inputs to this method are the customer churn rate and discount rate applied to future forecasts of the businesses. Contractual customer relationships have a fair value of GBP7.7 million and a useful economic life (UEL) of two years. Non-contractual customer relationships have a fair value of GBP14.0 million (GBP8.8 million relating to Appreciate Business Services and

GBP5.2 million relating to Park) and a UEL of eleven to thirteen years.

-- Acquired brands have been valued using the relief-from-royalty method.

-- Acquired software intangible assets and property, plant and equipment have been valued using the depreciated replacement cost method, considering factors including economic and technological obsolescence.

-- Inventories, trade receivables and trade payables have been assessed at fair value on the basis of the contractual terms and economic conditions existing at the acquisition date, reflecting the best estimate at the acquisition date of contractual cash flows not expected to be collected. The fair value assessment of trade receivables reflects estimated uncollectable amounts of GBP251,000.

-- The retirement benefit asset has been measured in accordance with IAS19 at the date of acquisition.

-- The deferred tax liability comprises GBP10.1 million liability recognised on the GBP40.4 million of acquired intangible assets, less GBP2.5 million of deferred tax asset relating principally to acquired losses, measured in accordance with IAS12.

-- Lease liabilities are valued at the present value of the remaining lease payments as if the acquired leases were new leases at the acquisition date. The related right of use assets are measured at the same amount, adjusted to reflect terms which are either favourable or unfavourable compared to market terms. The fair value of the right of use asset relating to the Chapel St. premises differs from that of the associated lease liability due to favourable terms for rent-free and discounted periods.

The following acquired assets and liabilities were valued using management's best estimates based on information available at the acquisition date, which are therefore subject to adjustment within the measurement period if new information about facts and circumstances that existed at the acquisition date is obtained and, if known, would have resulted in the recognition of those assets and liabilities at that date.

   -- Trade and other receivable 
 
   -- Trade and other payables 
 
   -- Intangible assets (and the deferred tax liability thereon) 

Of the GBP59.8 million of goodwill acquired during the period, no goodwill is expected to be deductible for tax purposes. The goodwill arising on acquisitions is attributable to workforce, synergies, growth from new customers and other assets not separately recognised.

10. TRADE AND OTHER RECEIVABLES

 
                                                        31 March  31 March 
                                                          2023      2022 
                                                         GBP'000   GBP'000 
Trade receivables                                         17,703    10,316 
Items in the course of collection(1)                      47,771    55,449 
Revenue allowance for expected credit losses             (1,058)   (1,058) 
                                                          64,416    64,707 
Other receivables                                          1,822       134 
Net investment in finance lease receivables                2,144     1,814 
Contract assets -- capitalisation of fulfilment costs      2,910     2,057 
Accrued income                                             5,241     4,315 
Prepayments                                                5,522     2,948 
Total                                                     82,055    75,975 
------------------------------------------------------  --------  -------- 
 

(1) Items in the course of collection represent amounts collected for clients by retailer partners. An equivalent balance is included within trade and other payables (settlement payables).

11. TRADE AND OTHER PAYABLES

 
                                                                   31 March  31 March 
                                                                     2023      2022 
                                                                    GBP'000   GBP'000 
Amounts owed in respect of clients' funds and retailer partners' 
 deposits(1)                                                         18,197    16,646 
Settlement payables(2)                                               47,771    55,449 
Client payables                                                      65,968    72,095 
Payables in respect of cards and vouchers(3)                        101,454         - 
Trade payables(4)                                                    63,133     4,789 
Other taxes and social security                                       4,874     3,314 
Other payables                                                        4,117       901 
Accruals                                                             15,171    10,087 
Deferred income                                                         214       401 
Contract liabilities -- deferral of set-up and development 
 fees                                                                   710       788 
Total                                                               255,641    92,375 
-----------------------------------------------------------------  --------  -------- 
Disclosed as: 
Current                                                             255,526    92,375 
Non-current (payables in respect of vouchers and cards)                 115        -- 
Total                                                               255,641    92,375 
-----------------------------------------------------------------  --------  -------- 
 

(1) Relates to monies collected on behalf of clients where the Group has title to the funds (clients' funds and retailer partners' deposits). An equivalent balance is included within cash and cash equivalents.

(2) Payable in respect of amounts collected for clients by retailer partners. An equivalent balance is included within trade and other receivables (items in the course of collection).

(3) Payables in respect of cards and vouchers include balances due to both customers (GBP19.7 million (2022: GBP18.7 million)) and retailers in respect of flexecash (c) cards and amounts due to retailers for Love2shop vouchers and cards.

(4) Trade payables includes L2S savers' prepayment balances for products that will be supplied prior to Christmas 2023, upon confirmation of order. Until orders are confirmed, savers' prepayments are repayable on demand.

12. LOANS AND BORROWINGS

 
                                          GBP'000 
At 31 March 2022                            51,534 
Repayments of revolving credit facility    (9,000) 
Drawdowns on revolving credit facility      28,500 
Repayment of amortising term loan         (10,833) 
Drawdown of new amortising term loan        36,000 
Interest charge                              2,612 
Interest paid                              (2,157) 
Repayment of block loans                   (2,241) 
At 31 March 2023                            94,415 
----------------------------------------  -------- 
 
 Disclosed as: 
Current 
---------------------------------------- 
Revolving credit facility                   46,500 
Amortising term loan                        10,833 
Accrued interest                               455 
Block loans                                    457 
Total - current                             58,245 
----------------------------------------  -------- 
 
Non-current 
---------------------------------------- 
Amortising term loan                        36,000 
Block loans                                    170 
Total -- non-current                        36,170 
----------------------------------------  -------- 
 
Balance at end of year                      94,415 
----------------------------------------  -------- 
 
Other liability-related changes 
Interest paid                              (2,157) 
 
 
                                          GBP'000 
At 31 March 2021                            86,583 
Repayments of revolving credit facility   (47,000) 
Drawdowns on revolving credit facility      24,500 
Repayment of amortising term loan         (10,833) 
Interest charge                              1,913 
Interest paid                              (1,913) 
Repayment of block loans                   (3,636) 
Funding from block loans                     1,920 
At 31 March 2022                            51,534 
----------------------------------------  -------- 
 
 Disclosed as: 
Current 
---------------------------------------- 
Revolving credit facility                   27,000 
Amortising term loan                        10,833 
Block loans                                  1,810 
Total - current                             39,643 
----------------------------------------  -------- 
 
Non-current 
---------------------------------------- 
Amortising term loan                        10,833 
Block loans                                  1,058 
Total -- non-current                        11,891 
----------------------------------------  -------- 
 
Balance at end of year                      51,534 
----------------------------------------  -------- 
 
Other liability-related changes 
Interest paid                              (1,913) 
 

13. SHARE CAPITAL, SHARE PREMIUM AND MERGER RESERVE

 
                                                            31 March  31 March 
                                                              2023      2022 
                                                             GBP'000   GBP'000 
Called up, allotted and fully paid share capital 
72,563,234 (2022: 68,915,949) ordinary shares of 1/3p each       242       230 
 

The increase in share capital in the current year resulted from 3,565,382 shares issued (of 1/3p each) as part of the consideration for Appreciate Group PLC, 47,899 shares issued (of 1/3p each) for share awards which vested in the year and 34,004 matching shares issued (of 1/3p each) under the Employee Share Incentive Plan.

The share premium of GBP1.0 million (2022: GBP1.0 million) represents the payment of deferred, contingent share consideration in excess of the nominal value of shares issued in relation to the i-movo acquisition.

The merger reserve of GBP18.2 million (2022: GBP1.0 million) comprises GBP1.0 million initial share consideration in excess of the nominal value of shares issued on the initial acquisition of i-movo and GBP17.2 million share consideration in excess of the nominal value of shares issued in relation to the Appreciate acquisition.

14. DIVIDS

 
                                                       Year ended 31        Year ended 31 
                                                         March 2023           March 2022 
                                                               pence                pence 
                                                    GBP'000   per share  GBP'000   per share 
                                                    -------  ----------  -------  ---------- 
Reported dividends on ordinary shares: 
Interim ordinary dividend                            12,693        18.4   11,687        17.0 
Proposed final ordinary dividend                     13,497        18.6   12,405        18.0 
Total ordinary reported dividends (non-IFRS 
 measure)                                            26,190        37.0   24,092        35.0 
 
Dividends paid on ordinary shares: 
Final ordinary dividend for the prior year           12,414        18.0   11,409        16.6 
Interim dividend for the current year                12,693        18.4   11,687        17.0 
Total ordinary dividends paid (financing cash 
 flows)                                              25,107        36.4   23,096        33.6 
 
Number of shares in issue used for proposed final 
 ordinary dividend per share calculation                72,563,234           68,915,949 
 

The proposed final ordinary dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements.

15. Notes to the cash flow statement

 
 
                                                                         Year ended  Year ended 
                                                                           31 March    31 March 
                                                                               2023        2022 
Group                                                              Note     GBP'000     GBP'000 
Profit before tax from continuing operations                                 42,574      48,515 
Profit before tax from discontinued operation                                    --      30,011 
 
Adjustments for: 
Depreciation of property, plant and equipment                                 4,922       4,768 
Amortisation of intangible assets                                             5,555       5,801 
Profit from discontinued operation                                               --    (30,011) 
R&D and VAT credits                                                              --        (15) 
Exceptional item -- revaluation of deferred, contingent 
 consideration liability                                                         --     (2,880) 
Exceptional item -- non-cash impairment loss on reclassification 
 of investment in associate to asset held for sale                            1,252          -- 
Loss on disposal of fixed assets                                              1,090          59 
Finance income                                                        5       (987)        (13) 
Finance costs                                                         5       2,718       2,046 
Share-based payment charge                                                    1,330         868 
Operating cash flows before movements in working capital                     58,454      59,149 
 
Movement in inventories                                                         737          70 
Movement in trade and other receivables                                     (1,301)       (526) 
Movement in finance lease receivables                                         2,366       4,354 
Movement in contract assets                                                   (853)        (24) 
Movement in contract liabilities                                               (78)       (684) 
Movement in provisions                                                           --    (12,500) 
Movement in payables                                                          3,688     (6,488) 
Movement in lease liabilities                                                  (90)         (7) 
Cash generated from operations                                               62,923      43,344 
 
Movement in clients' funds, retailer partners' deposits 
 and card and voucher deposits                                               39,259     (9,718) 
Net cash inflow from operations(1)                                          102,182      33,626 
-----------------------------------------------------------------  ----  ----------  ---------- 
 

1 Items in the course of collection, settlement payables and card and voucher balances are included in this reconciliation on a net basis through the client cash line. The Directors have included these items on a net basis to best reflect the operating cash flows of the business.

16. CONTINGENT LIABILITY

As announced in our RNS on 29 March 2023, the Group received 'letter before action' correspondence in March 2023 from a small number of market participants relating to issues addressed by commitments accepted by Ofgem as a resolution of its concerns raised in Ofgem's Statement of Objections received by the Group in September 2020. The Ofgem resolution to the case did not include any infringement findings.

The Group responded robustly to both sets of allegations. A claim has now been served on a number of companies in the Group in relation to each matter: Utilita Energy Limited and Utilita Services Limited ("Utilita") served a formal claim on 16 June 2023 and Global-365 plc and Global Prepaid Solutions Limited ("Global-365") served a formal claim on 18 July 2023. Consideration has been given, in these financial statements, to the possibility of any liabilities arising from each claim. The Group is continuing to take legal advice with regard to these two claims. It is confident that it will successfully defend the claim by Utilita, which does not provide any clear evidence to support the cause of action or the amount claimed, and also that it will successfully defend the claim by Global-365, which fundamentally misunderstands the energy market and the relationships between the relevant Group companies and the major energy providers and also over-estimates the opportunity, if any, available for the products offered by Global-365. As a result, no provision has been recognised in respect of either claim.

The Group intends to continue to robustly defend its position in both claims. However, if the Group was unable to successfully defend either claim, any liabilities could have a material adverse impact on the Group.

(1) Net revenue is an alternative performance measure. Refer to note 3 to the financial information for a reconciliation to revenue.

(2) Underlying EBITDA (EBITDA excluding adjusting items) is an alternative performance measure. Refer to note 1 to the financial information for the definition and the Financial review for a reconciliation to profit before tax.

(3) Underlying profit before tax (profit before tax excluding adjusting items) is an alternative performance measure. Refer to note 1 to the financial information for a reconciliation.

(4) Cash generation is an alternative performance measure. Refer to the Financial review -- cash flow and liquidity for a reconciliation to profit before tax

(5) Net corporate debt (excluding IFRS 16 liabilities) is an alternative performance measure. Refer to note 1 to the financial statements for a reconciliation to cash and cash equivalents

(6) Adjusting items comprises exceptional items and amortisation of intangible assets arising on acquisition. Refer to note 1 for a reconciliation.

(7) https://www.globenewswire.com/Tracker?data=7p9dEMzZ0SsvqU40EGm6QrFcVYzckcHoTTUPuUKoIkcCNCtRWypYIQFx36ofBHLmJ6jOGBvDuFcgjj5DK3cvbmPBzv85bSZi09kbztlRMZlK8dVClTBWhL0Evt3vh43fTON0om79w6asqPZ4FwJz-ykXyq8dPw1Nq5u1XIuA86j2tDaBsJ7fvK9uhWJxNSUaSAU53ta3FYSVFmVe8idTXCb8VcrQY5zFt-CK1kT5SPqcwev8rF575ucsphOUlPT1Lsm8_BskEOGEs39hwYeQ4Jbj-7_1XfE2vMeqmVfx4oA= https://www.ons.gov.uk/economy/inflationandpriceindices/bulletins/consumerpriceinflation/march2023

(8) https://www.globenewswire.com/Tracker?data=7p9dEMzZ0SsvqU40EGm6QtFS6TUodeDP11AkOICkPuR5poS2rZLbWAj_YfjA4TqpEAMrMFKkN9oqnqPjuqU1JhJQJ3aGX_xhuVOERn0cPZWG22DO6LVqpZUycNSRKDHuWVum_6mWbHxKsicreNlmLR2VTBsN32SF_-9mZDaZegGmI43nRuJVcfF_rAFPpXZt7ma15BZxkE91jiF3CEBM2MheNkaOD7vKyyb3iJVLHBc= https://www.gfk.com/press/UK-Consumer-confidence-up-six-points-in-April https://www.globenewswire.com/Tracker?data=7p9dEMzZ0SsvqU40EGm6QtFS6TUodeDP11AkOICkPuS4a6FCzpAftdA6Z40j4QL2DJIQqp2T7-_ruPxdIOCLQaAKGDatQ4R4wkABho14iS_Ks_Vo3ZIC6i939DrzKcIU8uUmMfxliJ9Utd2l7rgo6JsB0NIMuFb5TSiwnep1ODeacF1AdXtsAl5X2CPEY-vb35-FARByelIi9zPBnPa_xk2aK-4lsbcA24mQXeOJNjlttdakzzmRtTiUUWYXk0jgHBQCLyW2dOY8oja6QHG6wg== https://www.gfk.com/press/UK-consumer-confidence-tumbles-to-new-low-of-49-in-September

(9) https://www.globenewswire.com/Tracker?data=7p9dEMzZ0SsvqU40EGm6QrFcVYzckcHoTTUPuUKoIkfyYHWH13E3cit_XyhuD59GsYyJtoSmxv4_ozFvWJ2uYBOvFKsEdgryKMhkL_R8LPJw_3bQDGjpYkVTGlw-tGEuEAyUBbgS1rEZuQTtRW14yegEPfVZvHGhFZ6ITRzyVXxf3RkWvKjbGEUCYbBKL62h1kJb7IpvMak1hknMlXMCb_K2E_IgRX4wAKvyANM5q8zPTKTJhd7kl_j8NcGMYSyiuT6JH4UiNjl9UpBWRObKaO8aAswTUi6hrR4jHKgnIe4= https://www.ons.gov.uk/businessindustryandtrade/retailindustry/bulletins/retailsales/march2023

(10) https://www.globenewswire.com/Tracker?data=7p9dEMzZ0SsvqU40EGm6Qul6DVNtNVhA0d81uYxVnRBfX6GgKlFv-NmK8mjEV7MZpRx9EtJ42KTJ3Sr5oxYlKc2qwJ1UzUDoNmyztEv6EXuZX734pub_TZ4mxss2gyy271YHXpJ3qdbxGBVS4q_5TyBqKx6B_1qwmnGuFBjsfdtn14e2jsE4QI2s_2TgLW1yLSCTqfc7C_hLLVGU3mTXEbJm9f56gE1PeuFOn1H31Kiqn3QsEFl3S1wOR_qe5m5kZ5DQc6S-Z0JgllzGu-D-YJNYHCO5C_4NoWBANs1_A5xqiSUejtRb58F9-7MtnBvr0MMmKtix63KiHMbd6de_xQ== https://www.natwest.com/content/dam/natwest/business-insights/documents/nw-retail-and-leisure-outlook-2023.pdf page 5

(11) Source: Lumina Intelligence, July 2023

(12) Lumina Intelligence CTP 12WE-05.03.23 & Convenience Strategy Forum Debrief -- Q1 2023

(13) Lumina Intelligence CTP 12WE-05.03.23 & Convenience Strategy Forum Debrief -- Q1 2023

(14) PayPoint internal data

(15) Source: PayPoint Dashboard Report page 25 (Lumina Intelligence, July 2022)

(16) Source: PayPoint Dashboard Report page 25 (Lumina Intelligence, July 2022)

(17) IMRG Consumer Home Delivery Review 2022/23 -- page 27

(18) https://www.ukfinance.org.uk/system/files/2022-8/UKF%20Payment%20Markets%20Summary%202022.pdf page 3

(19) UK Finance Card Spending Update for February 2023

(20) UK Finance Card Spending Update for February 2023

(21) https://www.globenewswire.com/Tracker?data=7p9dEMzZ0SsvqU40EGm6QpZDBYtakTZT4aPQ1QI-vTpKt3OI8YynDF_QTnjQ2YijyoOgRBPF8dNJkIOAq_zCYCzeAOCwTXZidekuTdT8sIagrnPIUsjQqqcCKS1MyLxvvD_TxT316-uHh7xsvEea_EzE3pw4ifAl7ij3SA7jQ_3bJRRVaDWBUTi1dPmfWa217KDWhjab9ZmBoRi2J33xHZlTgpr8MeW6UCsvKonWVcRd_PMd3AjKEPbyPFMAwYQU https://researchbriefings.files.parliament.uk/documents/SN06152/SN06152.pdf page 4

(22) https://www.link.co.uk/media/2199/monthly-report-mar-23-final.pdf

(23) IMRG's Consumer Home Delivery Report UK

(24) IMRG's Consumer Home Delivery Report UK

(25) Metapack ecommerce delivery report 2023

(26) https://www.imrg.org/uploads/mediadefault/0001/08/2477f50ad2fee946cdf5ed23ebb8df21f2489d09.pdf?st.

(27) OC&C analysis

(28) https://www.globenewswire.com/Tracker?data=7p9dEMzZ0SsvqU40EGm6QkQt723BnRA5AMgOasZlyK1iVdHh3BKX9-L989fL9TA-zLcbmgdADnYavGwz8yYK3pNp_A3p1PN0cj-foV0vDya8rFGtrET_i7TPXgA-FbMrn2q4eZjP2GF14WP9e3j1jTZqh0hJfqAcQmVtXSzkNZc= https://www.ofgem.gov.uk/retail-market-indicators

(29) https://www.ofgem.gov.uk/energy-data-and-research/data-portal/all-available-charts?keyword=breakdown%20of%20the%20default%20tariff%20price%20cap&sort=relevance

(30) https://www.ofgem.gov.uk/energy-data-and-research/data-portal/all-available-charts?keyword=breakdown%20of%20the%20default%20tariff%20price%20cap&sort=relevance

(31) https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/1143890/Q4_2022_Smart_Meters_Statistics_Report.pdf

(32) PayPoint Data -- Data based on regular customers only, ones transacting before the beginning of the two-year period and in the last three months of the date range

(33) https://www.ofcom.org.uk/__data/assets/pdf_file/0018/240930/Communications-Market-Report-2022.pdf

(34) https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/1150988/JROC_report_recommendations_and_actions_paper_April_2023.pdf

(35) https://www.ukfinance.org.uk/system/files/2023-05/Annual%20Fraud%20Report%202023_0.pdf

(36) https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/1150988/JROC_report_recommendations_and_actions_paper_April_2023.pdf

(37) https://www.openbanking.org.uk/insights/how-open-banking-can-help-consumers-manage-cost-of-living-challenges/

(38) GVCA Consumer Report May 2023

(39) GCVA-State-of-the-Nation-March-2022

40 Amortisation of intangible assets arising on acquisition were not identified as adjusting items in the prior year financial statements (see note 1).

41 Adjusted EBITDA is an alternative performance measure. Refer the finance review for a reconciliation.

(42) Net corporate debt (excluding IFRS 16 liabilities) is an alternative performance measure. Refer to note 1 to the financial information for a reconciliation to cash and cash equivalents.

(43) Dividend cover represents profit after tax divided by reported dividends.

Attachment

   -- FY23 RNS - Final 
      https://ml-eu.globenewswire.com/Resource/Download/5607195c-04a0-4f43-b2a7-4f3ca32eb2be 
 
 
 

(END) Dow Jones Newswires

July 28, 2023 02:00 ET (06:00 GMT)

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