FNALITY INTERNATIONAL LIMITED

• ⚠

  Material uncertainty over going concern

  Based on the above, this indicates the existence of a material uncertainty which may cast significant doubt over the Group and the Parent Company's ability to continue as going concerns and therefore, the Group and Parent Company may be unable to realise their assets and discharge their liabilities in the ordinary course of business.

• ◆

  4 officer resignations in last 12 months

  Multiple officers have left the board recently — see the People section for who.

Accounting basis

IFRS

Reporting scope

Consolidated group

Auditor

BDO LLP

Audit opinion

Unqualified (clean)

Going concern

Material uncertainty disclosed

“Based on the above, this indicates the existence of a material uncertainty which may cast significant doubt over the Group and the Parent Company's ability to continue as going concerns and therefore, the Group and Parent Company may be unable to realise their assets and discharge their liabilities in the ordinary course of business.”

Group structure

1. FNALITY INTERNATIONAL LIMITED · parent
   1. Fnality Services Limited 100% · United Kingdom · non-trading service company
   2. Fnality UK Limited 100% · United Kingdom · operation of the UK Fnality Payment System
   3. Fnality XB Corporation 100% · USA · provision of management services

Significant events

• “During 2024, Fnality transitioned from the development phase to running live operations in pursuit of its goal of creating a network of decentralised Financial Market Infrastructures (dFMIs) to deliver the means of payment-on-chain in wholesale banking markets by way of distributed ledger technology (DLT).”
• “2024 marked the first full year of operations for the Sterling Fnality Payment System (£FnPS), after the first live transactions utilising a digital representation of funds held at the Bank of England during late 2023.”
• “The foundational steps were also taken towards launch of the Dollar Fnality Payment System ($FnPS). Applications to the Federal Reserve and Connecticut Department of Banking were made during 2024, as planning and setup activities for the payment system to support the world's largest currency started to accelerate.”
• “Fnality also executed a fundraise from existing shareholders via issuance of a convertible loan note that will convert to equity upon closure of Series C. The loan note raised £20.124m and saw broad participation from across the shareholder base, further evidence of the support for Fnality's strategy going into 2025.”
• “The first group revenues from software licensing were generated in January 2025, as Fnality moved into the next phase of growth, with a focus on commercialisation.”
• “On 1 March 2025, Michelle Neal joined Fnality International Limited as a director and CEO.”
• “2,984,051 share options have been granted since year end 2024. 240,000 of these were granted with an exercise price of £0.001 per share, while 2,744,051 were granted with an exercise price of £1.85 per share.”

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

Filings

15

last 12 months

Capital events

3

last 24 months

Officers appointed

6

last 12 months

Officers resigned

4

last 12 months

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