CONTIS GROUP LIMITED

• ⚠

  Material uncertainty over going concern

  The Group reported an operating loss of £17.8m for the year to 31 December 2024 (2023: £17.3m), operating cash outflows of £15.2m (Dec 2023: £9.7m inflow), net liabilities of £4.2m (Dec 2023: Net assets of £13.9m), loans due within one year of £nil (Dec 2023: £nil) and cash of £9.9m (Dec 2023: £26.5m). At the end of 2023 financial year the Group lost a major client has impacted revenues and profitability from the 2024 financial year and onwards. Following this, the directors and executive team put a plan in place to return to profitability through a combination of cost saving and new client onboarding, leveraging the extensive capabilities across payments and cards, and geographical reach across UK and EU. The directors reviewed the current state of the business in summer of 2024, including existing clients, future prospects and regulatory status and they concluded that the progress of the plan to return to profitability was unlikely in the next 12 to 18 months. The directors explored other additional funding options and these were not successful. Therefore the directors decided on 19 September 2024 to place the Company and the Group into wind down and intend to cease trading, with the aim of ceasing regulatory activity by mid-2025. The Company and the Group retains enough cash to meet its obligations across that period and a solvent wind down is anticipated. Based on the above, the Directors do not believe the going concern basis of accounting is appropriate. Therefore, the financial statements have been prepared on a basis other than going concern. The financial statements include the adjustments that are required as a result of preparing them on a basis other than going concern. Further information can be found in Note 1.2 to the financial statements.

• ◆

  Audit opinion: Qualified

  Latest auditor's report carried a non-clean opinion.

• ◆

  1 PSC ceased in last 24 months

  Significant control changed hands — see the Ownership section.

Values shown as filed in the company's annual accounts. — indicates the figure wasn't present under that line item in that period. About these numbers

Margins divide P&L lines by turnover. Gearing is liabilities over total assets. Current ratio is current assets over creditors falling due within one year. Interest cover is operating profit over absolute finance costs. Sector-distribution context coming next.

Accounting basis

IFRS

Reporting scope

Consolidated group

Auditor

BDO LLP

Audit opinion

Qualified

Going concern

Material uncertainty disclosed

“The Group reported an operating loss of £17.8m for the year to 31 December 2024 (2023: £17.3m), operating cash outflows of £15.2m (Dec 2023: £9.7m inflow), net liabilities of £4.2m (Dec 2023: Net assets of £13.9m), loans due within one year of £nil (Dec 2023: £nil) and cash of £9.9m (Dec 2023: £26.5m). At the end of 2023 financial year the Group lost a major client has impacted revenues and profitability from the 2024 financial year and onwards. Following this, the directors and executive team put a plan in place to return to profitability through a combination of cost saving and new client onboarding, leveraging the extensive capabilities across payments and cards, and geographical reach across UK and EU. The directors reviewed the current state of the business in summer of 2024, including existing clients, future prospects and regulatory status and they concluded that the progress of the plan to return to profitability was unlikely in the next 12 to 18 months. The directors explored other additional funding options and these were not successful. Therefore the directors decided on 19 September 2024 to place the Company and the Group into wind down and intend to cease trading, with the aim of ceasing regulatory activity by mid-2025. The Company and the Group retains enough cash to meet its obligations across that period and a solvent wind down is anticipated. Based on the above, the Directors do not believe the going concern basis of accounting is appropriate. Therefore, the financial statements have been prepared on a basis other than going concern. The financial statements include the adjustments that are required as a result of preparing them on a basis other than going concern. Further information can be found in Note 1.2 to the financial statements.”

Group structure

1. CONTIS GROUP LIMITED · parent
   1. Contis Financial Services Limited 100% · United Kingdom
   2. Contis Technologies Limited 100% · United Kingdom
   3. Contis Technologies (India) Pvt. Limited 99% · India
   4. Contis Card Solutions Limited 100% · United Kingdom
   5. Uab "Finansinės Paslaugos "Contis" 100% · Lithuania
   6. Engage Financial Limited 100% · United Kingdom

Significant events

• “However, floowing the loss of material clients in 2023 and 2024, the business made the decision to wind down all group operations by mid-2025.”
• “The Indian and Lithuanian entities were sold to Paysera UAB (agreed December 2024, completed February 2025) and the UK regulated entity was placed into Special Administration in January 2025. All other operaratins ceased following a final wind-down period in April 2025.”
• “The Board took the decision on 19 September 2024 to place the Company and the Group into wind down and intend to cease trading, with the aim of ceasing regulatory activity by mid-2025.”
• “As part of this wind-down it has agreed the sale of two of its subsidiaries, UAB Finances Paslaugos Contis, and Contis Technologies India PVT Ltd to Paysera UAB with effect from February 2025 with a combined loss on disposal to the group of £1.2m. Contis Financial Services Ltd was placed into Special Administration on 30 January 2025. Contis Technologies Ltd has ceased all operations as of April 2025 and was dissolved in July 2025.”

Auditor, going-concern and subsidiary information is drawn from the narrative of the latest annual accounts. About these numbers

Filings

14

last 12 months

Capital events

0

last 24 months

Officers appointed

1

last 12 months

Officers resigned

1

last 12 months

Direct counts from the register. No score, no rating — see the Filing timeline for the underlying events.

• Turnover

  -47.4%

  £12,194,552 → £6,419,768

• Cash

  -62.5%

  £26,498,994 → £9,929,757

• Net assets

  -130.5%

  £13,874,767 → -£4,232,804

• Employees

  -29.4%

  238 → 168

• Operating profit

  -2.9%

  -£17,332,262 → -£17,842,268

• Profit before tax

  -7.1%

  -£16,827,078 → -£18,017,726

• Wages

  -24.6%

  £10,458,305 → £7,881,483

Each % is (latest − prior) ÷ |prior| for the line item as filed. The comparison is only shown when the latest and prior accounts cover broadly equal-length periods — short or long stubs (typical around incorporation or a year-end change) are suppressed rather than misrepresented. Lines a company doesn't report are omitted. About these numbers