Earthport plc | Annual Report and Accounts Fiscal Year 2015
Earthport Ahead
Earthport plc Annual Report and Accounts Fiscal Year 2015 View online at 
Earthport.com/ar2015
Strategic Report 
Introduction 1
Chairman’s Statement 2
Chief Executive’s Letter 4
Reaching Ahead: Expanding  
in Geographic Regions 9
At a Glance 10
Innovation Ahead: Growing  
Acceptance For a New Cross-Border 
Payments Model 13
Our Clients and Network Partners 14
Market and Client Development 16
Our Strategy and Model 18
Investing Ahead: Fuelling for Growth 21
Principal Risks and Uncertainties 22
Directors’ Report Directors’ Report 
Earthport’ s Management Team 27
Board of Directors 28
Directors’ Report 30
Corporate Governance Statement 34
Statement of Directors’  
Responsibilities 35
Financial Statements 
Performance Ahead 37
Independent Auditor’ s Report 38
Consolidated Statement  
of Comprehensive Income 39
Consolidated Statement  
of Financial Position 40
Company Statement  
of Financial Position 41
Consolidated Statement of Cashflows 42
Company Statement of Cashflows 43
Consolidated Statement  
of Changes in Equity 44
Company Statement  
of Changes in Equity 45
Notes to the Financial Statements 46
Notice of the Annual General Meeting 69
Directors and Advisers 73
With one connection to Earthport, our clients, 
among the most admired brands in the world, 
gain access to the largest open network for  
global bank payments in over 60 countries. 
Clients rely on Earthport to facilitate their global 
trade, ecommerce and remittance operations. 
Among the FinTech 50, Earthport in partnership 
with banks has been recognised for bringing 
positive disruption to the traditional 
correspondent banking model.
Unique Model
The unique ‘hub-and-spokes’ model deployed by Earthport significantly 
improves the efficiency of the traditional multi-bilateral relationship  
approach traditionally deployed for cross-border payments.
Global Network
We have built a payments network, which enables the fastest settlement 
possible in over 60 countries, and growing. 
Domain Expertise
Earthport’s people have decades of experience in payments and local 
jurisdictions to quickly provide the best solutions and servicing for our clients. 
Regulatory Assured
As a regulated payments company Earthport has invested heavily in  
proactive controls to meet, and often exceed the compliance requirements 
around the world. 
Scale
Our systems and operations accommodate high volumes of small value 
transactions, seamlessly, cost-effectively and transparently. 
Introduction Strategic Attributes:
The largest cross-border bank payment network, 
providing the fastest payments possible. 
Earthport 
Advancing Ahead 1
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Strategic Report
2012 2013 2014 2015
£0
-£2,000
-£6,000
-£4,000
-£8,000
-£10,000
-2,903
-4,356
-5,912
-9,442
2012 2013 2014 2015
20,000
15,000
5,000
10,000
0
15,655
8,250
3,184
2,347
2012 2013 2014 2015
25,000
20,000
10,000
15,000
5,000
0
19,267
10,820
4,143
3,017
40,000
30,000
10,000
20,000
0
30,195
9,461
13,419
5,766
2012 2013 2014 2015
Introduction
Financial Highlights
  78% growth in revenue to £19.27 million  
(FY 2014: £10.82 million)
  On a like-for-like basis revenue grew  
by over 55%
  Transactional revenue was in excess  
of 84% of the total revenue
  90% growth in adjusted gross profit to  
£15.66 million (FY 2014: £8.25 million)
  Net cash used in operating activities 
decreased to £2.90 million (FY 2014: £4.36 
million), despite significant new investments 
  Loss before taxation increased to £8.71 million 
(FY 2014: £6.33 million) This includes:
  Administrative costs of £19.94 million  
(FY 2014: £14.37 million) which increased 
primarily due to full year costs of 
Baydonhill, warrant costs of £0.73 million 
(FY 2014: £0.32 million), share-based 
payment charge of £3.29 million  
(FY 2014: £1.75 million) and an adjustment 
of unrealised fair value gain amounting  
to £0.35 million (FY 2014: £2.27 million)
  Cash and cash equivalents at 30 June 2015 of 
£30.20 million (at 30 June 2014: £9.46 million)
  Achieved positive cash flow in multiple 
months during the second-half
Strong Operational Progress
  31 new clients signed during the year (FY 2014: 33)
  22 clients went live during the year  
(FY 2014: 14) 
  Transacting new clients include some  
of the largest and most sophisticated  
financial Institutions 
  Continued growth in business from existing 
clients, including Bank of America, with 
multiple new add-on projects underway
  Success in the ecommerce and Shared 
Economy marketplaces, with some of the 
fastest-growing companies contracted
  Dollar value of payments grew by over 75%
Revenue (£’000)
Net Cash Used (£’000) Adjusted Gross Profit (£’000)
Net Cash (£’000)
In the last year broad acceptance of the Earthport model has 
accelerated, enabling the Company to experience increased 
demand and recognition for its services across industry 
segments and geographic areas. Given the size of the 
opportunity, which is estimated to be over $20 trillion in 
payments value, Earthport is investing at an accelerated pace 
in our people, geographic footprint and product development 
to maximise medium and long-term success. The Company 
will continue to focus on significant, demonstrable and 
recurring revenue, targeting financial institutions and money 
transfer organisations, as well as the high growth ecommerce 
and payment aggregator sectors. 
Performing  
Ahead 2
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Strategic Report
I am very proud to be Chairman of Earthport and to be 
reporting another year of significant revenue growth and 
further enhancing our unique position in the international 
payments arena. In the year to June 2015, our gross revenue 
increased by 78% to £19.27 million and continues to improve 
our standing in the global payments landscape. In addition, 
the strength of our balance sheet, with cash reserves of 
over £30 million, gives us a platform on which to capitalise 
on the opportunities in our market.
It was appropriate to deliver our last Annual Report with the 
theme ‘Transformational Year’ as we continued to position  
the Company for the future. This year we have focused on 
‘Earthport Ahead’ to describe how we have built on our  
core business to create real competitive advantage which 
Hank Uberoi, will detail more expansively in his CEO Letter.
Looking back, we are all well aware that the financial  
crisis in 2008 changed the whole face of banking, with 
increased financial pressures on the world’s largest  
financial institutions, and with increased scrutiny through 
the establishment of new regulators and their increased 
powers. That, coupled with the fierce financial penalties  
that have been levied recently against a number of top-tier 
banks, has continued this period of retrenchment. Not 
unnaturally, these banks have re-evaluated their risk 
profiles and the resultant lack of risk appetite has been 
keenly felt in the world of cross-border payments. The 
impact has been a significant reduction in the already 
reducing number of global correspondents.
During the last financial year, our brand recognition  
has risen appreciably. This visibility led to numerous 
invitations to deliver presentations at international forums 
and conferences, sharing the platform with international 
leaders and regulators who view Earthport as an important 
participant in the future of the payments ecosystem. 
The relationships with our Tier 1 Banking partners are 
crucially important to us, not only for the direct value we  
can secure from their own payments businesses, but also to 
enable us to increase Earthport’s profile. In order to maintain 
these partners, we have to demonstrate the ‘best of breed’ 
compliance and governance that we have developed over 
the recent years. These relationships have taken a significant 
time to come to fruition as, rightfully, these banks have  
had to ensure the complete integrity of our practices  
and processes.
Progressing 
Ahead
Chairman’s Statement
Philip Hickman
As we move forward from our transformational 
period and look to the future, I am enthusiastic 
about the potential developments for Earthport 
that lie ahead. 3
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
55.3%
$20tn 39 60+ 1 31 22 $20tn 39 60+ 1 31 22 $20tn 39 60+ 1 31 22
$20tn 39 60+ 1 31 22 $20tn 39 60+ 1 31 22 $20tn 39 60+ 1 31 22
Market Capability Growth
Size of the annualised  
global trade market  
by dollar value
Countries  
available on  
Earthport Network
Number of new  
clients signed by  
Earthport in 2015
Average number  
of correspondent  
banks maintained  
by FIs for payment
Number of connections  
needed by Earthport  
clients to access 
Number of new  
clients implemented  
by Earthport in 2015
FY 2014 FY 2015
Earthport is increasingly recognised as a positive disruptive 
force in the market. The result has been to open the doors  
to other industry sectors who rely on international payments 
but find the traditional settlement methods expensive, 
cumbersome and inflexible. The payments landscape  
is changing with e-wallets, mobile apps, blockchain 
technologies and virtual currencies demanding a re-think  
in how payment providers interact. Earthport is rapidly 
becoming a ‘trusted third party’, which makes our business 
model attractive to cross-border trade.
As we move forward, the opportunities from the new  
wave companies and non-traditional payment providers  
are increasing, in response we are increasing our investment 
to ensure that we broaden our geographical presence and 
strengthen our relationships with our network partners.
Our belief is that we should structure our company for the 
long-term and ensure the resilience of our infrastructure, 
networks and products continue to give us the competitive 
advantage in a world that is rapidly evolving. We believe the 
size of our addressable market is growing and will continue  
to grow over the foreseeable future.
Finally, I would like to pay tribute to Hank Uberoi, his executive 
team and the entire Earthport staff for another year of total 
commitment and success. The Board and I look forward to 
working with them in the coming years ahead.
Philip Hickman 
Chairman 
Transactional Growth
 “ The world of payments in 2020  
will look very unlike it does today,  
and market transformation has  
already begun” 
Dominic Broom, 
Managing Director, BNY Mellon 4
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Strategic Report
Chief Executive’s Letter
Hank Uberoi
Leading  
Ahead
Over the past 12 months, Earthport has cemented its  
position as an innovative and unique solution for cross-border 
payments, signified by the signing of some of the largest and 
most sophisticated brands globally, significant engagement 
with central bank regulators, governments and industry 
influencers and expansion into the world’s largest growth 
markets where we see the potential for our model to flourish 
over the years to come. 
The continued investment we are making to secure our 
position in this highly specialised, highly regulated field, 
supported by our focused vision on the areas within which  
we operate, is clearly now beginning to pay dividends.
From this juncture, my conviction of the potential for 
Earthport to play a role at the centre of fundamental 
structural change for payments within the financial  
services industry has never been stronger.
  The opportunity identified remains the largest in the 
payments arena globally, and the need for a faster, 
cheaper, more transparent and compliant solution  
is great
  The solution we have is unique and barriers to adoption 
and scale are vast and complex 
  As we gain in momentum and recognition of our model 
increases, we must continue to do so through close 
consultation and collaboration with industry and 
regulators globally
  The pace of change and investment within the industry is 
great and Earthport has now developed the organisational 
leadership, capability and physical footprint to ensure 
that the organisation remains defensible and remains 
resilient and nimble in the face of potential competition
  Our focus on the enhancement of our core product 
capability continues to strengthen our value proposition, 
enabling our clients and partners to access new and 
innovative payment methods through a single 
connection with Earthport
Client Acquisition and Performance
In line with increased acceptance of the model, Earthport 
has seen a significant step change in new business  
activity with 22 clients going live and new clients being 
signed, including top global banks Standard Chartered,  
BBVA and Santander and 6 of the top 10 money transfer 
organisations globally. 
Earthport continues to focus on diversifying its client base. 
As testimony, Stripe, one of the fastest growing payments 
providers in the world recently signed an agreement with 
Earthport, further augmenting our position as a provider  
to the ecommerce segment. 
In addition to new business development, we continue  
to expand our engagement with existing clients such as  
Bank of America Merrill Lynch, providing the foundation  
for embedded financial performance in the coming years. 
Earthport continues to confirm our  
position as the leading cross-border 
payments network that safely and 
effectively delivers payment services 
across the globe in a unique and  
highly competitive manner. 5
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
EP Payouts
75%
FY 2014 FY 2015
This multi-faceted approach to commercial expansion continues  
to drive year-on-year revenue growth for Earthport with the 
attainment of positive cash flow in multiple months during 2015, 
indicative of the strength of our commercial proposition. 
Our revenues are derived mostly from transaction fees 
(approximately 84%) and professional services. As we expand, 
fees from transactions will continue to be the focus of our 
efforts to achieve the required benefits from scale as our 
model reaches its full potential. 
Investing for Growth
The achievement of positive cash flow in multiple months  
this fiscal year represented a pivotal point in our evolution, 
whilst at the same time we continue to engage with the  
sheer size of the opportunity. We strongly believe that now  
is the time to accelerate the pace of our investment in critical 
areas of the Company, such as infrastructure, geographic 
expansion, human capital and leadership, enabling us to  
fully capitalise on the growth opportunities being presented. 
To that end, Earthport’s recent acquisitions have enabled the 
Company to nimbly assume the core capabilities and capacity 
to scale and effectively achieve differentiation in the market. 
The acquisition of Baydonhill in late 2013 has now been 
successfully integrated into the Group, enabling significantly 
enhanced Foreign Exchange (FX) and Treasury Service 
capability. Furthermore, the purchase agreements Earthport 
made in 2014 for a minority stake in ASPOne, a provider of  
IT Development for Financial Services companies based in 
Istanbul, Turkey, continues to bear fruit as a means for us  
to bolster our operating platform and further enhance 
customer experience.
By far the most important investment made this year has  
been in our executive and senior leadership talent with  
the appointments of Daniel Marovitz as President of Europe,  
Mia Shernoff, Group Head of Marketing and most recently, 
Simon Adamiyatt, the Company Chief Financial Officer, all 
seasoned and highly accomplished professionals. Additional 
focus has been on acquiring new sales and client management 
leadership in strategically critical locations (Germany, Singapore 
and Dubai) and for high growth sectors (US Banking, ecommerce).
Network and Geographic Expansion
Over the last year, continued efforts to expand our international 
payments network, in line with client requirements, has resulted 
in the successful establishment of new network partnerships  
in several critical markets, including Pakistan, Jamaica and 
Barbados. As we strive to ensure business continuity and 
exceptional client experience across the network, focus has also 
remained on the development of resiliency across live countries. 
In support of this, the establishment of a physical presence in 
several regions including Miami to support Latin America and 
most recently, Singapore to support the broader Asia Pacific, 
has enabled us to strengthen relationships with bank partners 
from within the regions and quickly respond to opportunities  
to optimise our service and expand our partnerships.
These developments, supported by our existing operations  
in London, New York and Dubai and key alliances with 
organisations such as the International Finance Corporation 
(IFC), continue to provide Earthport with the strong global 
coverage and connections required to properly support 
expansion and maintenance of the network over the  
years to come. 
Strong Compliance Expertise  
In a segment marked by ever-increasing regulatory complexity, 
Earthport has invested significantly in the compliance expertise 
required to enable banks to meet the measures being 
implemented to oversee international transfers. The very 
nature of traditional open-loop (correspondent banking or 
wire) payment systems makes it extremely difficult for any 
institution to understand and easily disclose to the end-user 
when a payment will arrive, what the ‘in-flight’ charges are 
and how much the beneficiary will receive. Earthport’s 
capabilities enable our clients to address these needs. 
Earthport’s compliance capability is embedded in every client 
interaction and processed transaction. We apply a risk-based 
approach to the execution of compliance controls designed  
to ensure that the legislative and regulatory environment 
requirements are met. A comprehensive and detailed approach 
is utilised to further strengthen our counter-party’s own  
control regimes. We adopt a transparent partnership approach 
on an ongoing basis, including third party reviews, and  
audits as well as maintaining perpetual due diligence to 
monitor a client’s business activities. Transaction screening 
further augments the compliance processes. These effective  
controls manage our risk and ensure the safe growth of 
Earthport’s business.
Growth of Total Dollar Value of Payments  6
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Strategic Report
Chief Executive’s Letter continued
Enhanced Client Service 
Delivering an unparalleled client experience is paramount  
to Earthport’s continued success and a focus on operational 
excellence to achieve this is at the forefront of priorities.  
As such, Earthport continues to expand service availability  
and transaction throughput to ensure the highest level of 
efficiency, accuracy and availability of our service. 
There are three core components that comprise our  
service operations:
  Client integrations – Earthport continues to enhance 
systems to enable simplified integration options for clients 
and bank partners to connect to Earthport’s network 
  Platform efficiency – As our volumes grow, continued focus 
is placed on developing the capacity to scale operations. 
These improvements enable Earthport to deliver better 
throughput results and timelines for payment delivery  
to meet clients’ Service Level Agreements 
  Professional service engagements – Given the size  
of our client’s organisations and the complex nature of  
their operations, most new business engagements begin 
with a consultative assessment and discovery phase to  
guide a successful implementation. We continue to grow  
the calibre of our resources and processes that enable us  
to expertly assume new client volumes
Strong, Industry-Leading Presence
Earthport remains highly visible among industry leaders  
and policy makers by partaking in steering committees, 
presentations at industry conferences and by hosting events  
and webinars alongside some of the world’s largest banks  
and technology innovators. 
In July, Earthport participated at a forum of Central Bankers 
from around the world at the invitation of the Bank for 
International Settlements in Basel. Increasingly, policy  
makers view Earthport’s model as a means to foster greater 
transparency and efficiency within established payment 
institutions. These opportunities continue to provide exposure 
for our thought leadership and represent acknowledgment  
of our solution.
Financial Review 
Total revenue for the year ended 30 June 2015 increased 78% 
to £19.27 million (FY 2014: £10.82 million). On a like-for-like 
basis, revenue grew by over 55%. The increase in underlying 
revenues has been driven primarily by payment transactions  
as existing clients increase activity and as new customers go 
live, as well as minimum revenue contracts and consulting 
engagements that generate professional services fees. 
Earthport achieved positive cash flow in multiple months 
during the second-half of 2015 fiscal year, before accelerating 
the pace of investments driven by the sheer size of opportunities 
ahead. Adjusted gross margin increased to 81% (FY 2014: 76%). 
Adjusted operating loss, before share-based payment charges 
of £3.29 million (FY 2014: £1.75 million) and unrealised fair 
value adjustment of £0.35 million arising on the year end 
translation of unsettled transactions (FY 2014: £2.27 million), 
decreased by approximately 22% to £5.01 million (FY 2014: 
£6.44 million). The operating loss was £7.96 million (FY 2014: 
£6.35 million). A charge of £0.73 million has been recognised 
for warrants granted to Bank of America Merrill Lynch (FY 2014: 
£0.32 million). The Group loss before taxation increased to 
£8.71 million (FY 2014: £6.33 million), including £0.80 million  
in relation to unwinding of discount on deferred consideration. 
Overall, loss after taxation increased to £8.69 million (FY 2014: 
£6.70 million).
Cash and cash equivalents at 30 June 2015 were £30.20 million 
(at 30 June 2014: £9.46 million). 
Net cash used in operating activities decreased to £2.90 million 
(FY 2014: £4.36 million). The continued decrease in net cash 
used in operating activities demonstrates that a turning point 
in cash used versus revenue growth has been reached.
Share Placing 
On 18 September 2014, Earthport announced the successful 
placement of 65,136,464 new ordinary shares at 40.85 pence 
per share with both new and existing institutional investors. 
The gross proceeds of £26.6 million ($43.43 million) have and 
will continue to enable accelerated geographic expansion in 
Asia and other geographies, investment in significant product 
opportunities, such as the recently announced distributed 
ledger solution, a first of its kind, and the ability to invest 
behind the growth and momentum achieved in North America 
and Europe.
Oppenheimer Funds Inc. of New York was the cornerstone 
investor in the round and held 8.62% (currently 10.20%) of the 
enlarged issued share capital of the Company at year end. The 
strengthened balance sheet adds significant comfort for clients 
and regulators around the world with the Group’s model and 
positioning. There are several revenue opportunities, such as 
US licencing and increased forward FX lines that will benefit 
from our stronger balance sheet, although not all will involve 
an actual increase in the use of cash. 
Key Performance Indicators
Earthport specialises in the large segment of low value 
cross-border payment disbursements. It is our vision  
to provide banks, money transfer organisations and other 
payment service providers with an improved way of servicing 
these payments through a single relationship, enabling them 
to serve their commercial and retail customer payments in  
a faster, cheaper and more transparent way.  7
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
The indicators of our success involve four characteristics under 
which we operate: 
1. The incumbent process is antiquated, costly and  
prone to risk: the existing model is not fit for purpose  
and complexity increases as it proliferates at the expense  
of efficiency and regulatory compliance.
2. The market opportunity is significant: global trade and 
remittance flows exceed $21 trillion today with expectation 
of future growth.
3. The segment remains largely underserved: to date,  
the majority of attention, funding and new solutions have 
focused on the collections or retail side of payments, with 
acquirers, card networks and consumer applications thriving.
4. Our competitors are our clients: incumbants who are 
providing cross border disbursements and remittances  
are typically our clients focused on addressing a defined 
segment of the market. 
Furthermore, Earthport’s proposition is based on partnership  
and is disruptive without being in competition with existing 
players in the segment. Our focus is on creating solutions  
for incumbents to remove the inefficiencies in their model, 
enabling them to focus on new product innovation and  
retention of the customer relationship. 
To measure our success, the directors consider that the 
appropriate key performance indicators for the business are:
  Gross revenue 
  Gross margin
  Number of bank partnerships across the network
  Straight Through Processing (STP) ratio 
Employees
Earthport places considerable value in a diverse population  
of employees and their engagement as enablers of our 
performance.* To that end, within the bounds of commercial 
confidentiality as a matter of interest, information is shared 
with all levels of staff about matters that affect the progress  
of the Group.
Strategic Pillars
Consistent with Earthport’s strategic intent to be the largest 
global bank payment network, Earthport remains focused  
on the development of the five key pillars of our model. 
1. Platform
State-of-the-art platform, offering scale to manage millions of 
cross-border payment transactions complemented by versatile 
interface structures and formats ensuring Straight Through 
Processing (STP) rates of 99.5% plus.
2. Network
A network of 60+ countries with a target of over a 100 
countries where Earthport will deliver payments through  
an interface via the local clearing system.
3. Domain expertise
Domain expertise across all markets in the Earthport Network, 
providing automated access to one of the largest validation 
databases for payment formats, and an up-to-date knowledge 
base on payment systems across the world.
4. Compliance
A robust and fully integrated compliance process which ensures 
enhanced protection and risk mitigation to meet existing and 
evolving regulatory requirements.
5. Treasury services and evolving products 
Efficient Treasury Services offering liquidity management 
structures to optimise the journey of a payment in a wide 
range of currencies required by our clients, combined with  
new product innovations to capture evolving technologies  
such as, the distributed ledger/blockchain technology.
Proof points have now been achieved across each of these 
pillars, establishing Earthport’s foundation for expansion of  
its regional footprint and growing client base whilst enriching 
product suite and platform capability to cover emerging areas such 
as mobile payments, card/POS payments, collections, payment 
tracking and most recently, our distributed ledger offering. 
Outlook
Earthport enters the current financial year in an excellent 
position, with established relationships with some of the 
largest financial institutions in the world and a strong balance 
sheet. The current pipeline of opportunities is substantial 
within our core banking client market as well as in adjacent 
areas of the international payments ecosystem. 
Earthport’s product positioning, extensive market opportunity, 
acceptance with our existing clients and prospects, provides us 
with the confidence to increase our investment with a focus on 
accelerated growth over the coming years. 
We are entering a truly exciting phase in the evolution of  
the Company. 
By order of the Board
Hank Uberoi 
Chief Executive Officer 
28 September 2015
* For further information, please see our full diversity policy at 
http://www.earthport.com/wp-content/uploads/2014/02/ 
Equal_Opportunities_Dignity_at_Work.pdf 8
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Strategic Report
 
62%
Of emerging market population 
send payments by mobile phone
 
18.8%
Cross border payment  
CAGR 2009 – 2014
Source: Boston Consulting Group Global 
Payments Study 2014 9
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Earthport’s success has been directly linked with the 
growth of our network and global reach, and in the  
last year we have driven expansion into key locations  
in response to client requirements. We will continue  
to establish Earthport’s fast-growing payments model 
internationally and demonstrate how and why it is solving 
such a specific global payments problem by challenging 
the status quo of the outdated existing payment method. 
Earthport’s planned investments will grow our coverage, 
including placing people and resources where most 
effective. In the past 12 months, we have opened a new 
office in Singapore to service clients and partners across 
the APAC region, announced a new office in Miami to  
focus on Latin America and strengthened our relationships 
with clients across Europe with new relationship managers 
placed in Germany, Italy and Spain. We continue to grow 
our team in North America, while our office in Dubai 
addresses access to our interests in the Middle East  
and Africa.
The challenge ahead is to leverage our collective expertise 
across all locations, using technology and communications 
tools to enable quick access to solve the unique requirements 
of clients and partners across the globe. 
Reaching 
Ahead:
Expanding  
in Geographic 
Regions 10
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Strategic Report
At a Glance
The Largest Open  
Network for Global  
Bank Payments
 “It’s plumbing, but the payments  
market has opened up and its  
size could not be larger”
Jan Hammer, 
Partner Index Ventures
Our Vision
Our vision is to provide the industry with a better way  
of sending multi-currency payments, enabling financial 
institutions to retain ownership of the customer with 
transparent and efficient cross-border payment solutions.  
We help foster innovation, collaboration and the strategic 
growth of our clients’ business. 
Through an innovative payments framework, specifically 
designed for high volumes of low (monetary) value 
cross-border payments, Earthport enables a cost-effective 
and transparent service for secure international payments. 
Financial institutions use our service to process payments 
that include:
  Trade related payments
  Accounts payables
  Pension and payroll disbursements
  Expense disbursements
  Ecommerce and royalty payments
  P2P and remittance payments
How We Work
Earthport offers a proven service that delivers low 
(monetary) value cross-border payments. We bring 
increased efficiency to banks and other organisations  
while reducing delays, errors and fees, ensuring that  
their customers, consumers and/or commercial entities, 
experience exceptional customer experience.
Why Earthport?
Designed to handle high volumes of transactions in over  
60 countries worldwide, we continue to expand through  
the growth of our bank network partnerships. With a service 
that is competitive, easy to use and offers around-the-clock 
processing, our clients can count on Earthport to:
  Modernise trade payments by creating straightforward 
ways to make open account trade payments, at a fraction 
of the cost of existing methods
  Deliver high-urgency volume payments such as bulk 
payroll, expense disbursements and pension payments 
efficiently, accurately and on time
  Provide direct-to-bank remittance services enjoying 
charges that are typically less than 50% of the current 
market average for wire payments and international 
funds transfer, capturing flows of remittances and 
generating fee income
  Make and receive ecommerce payments efficiently, 
processing high volume, payments with reduced risk
Number of  
Staff:
215
Number of Earthport 
Regional Offices:
5
Number of Countries 
in Network:
60+
Through an innovative payments framework, 
specifically designed for high volumes of low 
(monetary) value cross-border payments,  
Earthport enables a cost-effective and transparent 
service for secure international payments. 11
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Inclusion in  
the FinTech 50
‘Game-changers 
transforming the  
future of finance’ 
FinTech 
2015
Excellence 
Awards
Grant Thornton
Technology 
Company 
of the Year
FS Tech
B2B Payments 
Innovation  
of the Year
CFIco
Money Transfer 
Company of 2015
5 3 6
Who Relies on Earthport?
With Earthport, clients can route high volumes of low (monetary) value payments through the most efficient clearing schemes. Clients include any entity 
which can benefit from this service. 
of the top 25  
Global  
Banking Institutions
Earthport helps banks and financial 
institutions extend their market share, 
increase Foreign Exchange (FX) revenues, 
reduce errors and increase transparency  
and efficiency. Earthport empowers its clients 
to improve the value of their offering.
of the most  
talked about  
Digital Marketplaces
Earthport helps ecommerce companies 
handle large volumes of commissions, fees, 
royalties and supplier payments efficiently 
and transparently.
of the top 10  
Online Money  
Transfer Organisations
Through Earthport, money transfer operators 
can easily access electronic remittance 
channels and make low-cost, highly reliable 
international payments without having to 
establish global banking networks.
Recent Industry Awards and Recognition
...and the millions of underlying corporations  
and consumers who need to send and receive secure,  
compliant international payments. 12
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Strategic Report 13
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
The growing acceptance of Earthport across new geographies 
and client segments is evidenced by the growing volume of 
our payment transactions and recurring revenue. Furthermore, 
the industry acknowledges Earthport with its continuous 
media coverage and demand for our participation to serve  
on panels and lead industry forums. 
Innovation 
Ahead:
Growing 
Acceptance  
For a New  
Cross-Border 
Payments 
Model 
“ Built in the 1970s the 
current method for making 
overseas payment is  
ill-equipped for a digitised 
economy. New ventures 
like Earthport are rewiring  
a machine that addresses 
$20 trillion a year” 
Ed Robinson, Bloomberg Markets 14
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Strategic Report
Single relationship
 
Automated 
validation
Simple connectivity
Sophisticated 
compliance 
function
Bank-grade 
infrastructure
Global customer 
support and 
operations
Low cost per 
transaction
>99% deposit 
efficiency rates
No landing fees
Predictable 
outcome
  Earthport powers the growth and reach for our 
client’s business, enabling them to focus on their  
core competencies and the innovation of new services. 
With Earthport they are able to reach new market 
sectors, grow their reach into new locations and  
support new payment capabilities
  Earthport’s clients gain improved economics  
through the elimination of redundant operations, 
resources, technology and development associated with 
global payments provisioning. With a single integration 
to Earthport, we enable clients to access a wide range  
of growing countries, currencies and solutions 
  Earthport assures compliance and regulatory 
requirements, enabling clients to better manage risks 
associated with payments. The high degree of control 
integrated throughout Earthport’s transactions means 
that clients can meet and often exceed objectives and 
regulatory requirements
  Earthport provides the fastest payments possible. 
From a single connection, Earthport enables the  
fastest settlement for outbound, low (monetary) value 
cross-border payments, through a single connection, 
enabling significant competitive advantage for our 
clients. Once connected, clients gain access to the fastest 
channels for payment settlement whether expedited 
through global ACH, through faster payments in the 
locations available, or real time payments available 
through distributed ledger protocol (blockchain) as  
that technology evolves
In short, Earthport’s proven model enables clients to provide 
greater efficiency and economic advantage to their customers. 
Value Ahead: 
Bringing 
Competitive 
Advantage  
to Our Clients
Our Clients and Network Partners
As a result of our award-winning payment  
model, Earthport is able to provide a service  
that enables financial institutions, money  
transfer organisations, ecommerce and payment 
aggregators businesses to compete in new 
markets and bring new and better services  
to their customers. 15
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Earthport’s Clients Are Concentrated  
Into Four Discrete Categories:
Banks and Financial Institutions
Rapid advances in technology combined with significant 
shifts in consumer behaviour are transforming the 
payments landscape within banks and financial institutions. 
To confront new and non-traditional threats, these 
institutions are seeking effective payment solutions to avoid 
becoming disadvantaged in this fast-evolving environment. 
With Earthport, financial institutions are expanding their 
geographic reach for international payments and capturing 
the revenue streams that are generated through FX while 
increasing margins through efficiency. 
Global financial institutions, including Bank of America 
Merrill Lynch and Banco do Brasil, use our services to 
capture additional revenue streams by offering new 
differentiated payment propositions to their commercial, 
small business and retail customers. Earthport clears 
transactions locally across the world through a network  
of banking partners including Barclays, Bank of America, 
Maybank, SEB and Standard Bank. 
Money Transfer Organisations 
With Earthport money transfer companies can now  
offer more competitive, lower cost global online 
remittance products all through a single commercial  
and technical integration.
Our award-winning infrastructure is available on a white-
label basis with competitive terms. Earthport provides 
electronic remittance channels for leading money transfer 
companies such as Western Union, Transferwise, Azimo  
and Xoom. 
Ecommerce Companies
Earthport enables online and digital commerce providers, 
including merchant acquirers and payment gateways  
to handle large volumes of cross-border consumer and 
corporate payments efficiently and transparently through  
a single connection. Ecommerce companies often need  
a more effective means to quickly and transparently pay 
the proceeds of high volume sales to suppliers and global 
sub-merchants on a frequent, recurring and often, daily 
basis. This becomes a critical operation to realise their 
ecommerce marketplace economic model. Innovative 
ecommerce companies such as Payoneer and Stripe are 
clients of Earthport. 
Payment Aggregators
Companies providing banking software solutions and 
wholesale Financial Services benefit from integrating 
Earthport into their service offering. With Earthport, these 
companies enable a turnkey payments solution appended 
to their core service that generates new sources of 
revenue and enhanced retention of clients. Our white-label 
service seamlessly enables these payment aggregators to 
offer more competitive services and annuity transaction 
revenue. Some of the companies from this category using 
Earthport include Fiserv, Skrill and Transferwise. 
Global Bank Network Partners – Representative Sample
Fundamental to our model is Earthport’s global network of bank partners, 
representing more than 50 banks today and growing. These providers are 
initiating or terminating payments across more than 60 countries. These major 
international brands include:
Earthport’s Clients – Representative Sample 16
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Strategic Report
Market and Client Development
Opportunities 
Ahead
World population is becoming more mobile and commerce 
more global, with the Internet and mobile devices making  
it easier to shop and do business beyond national borders. 
While new competition and improved payment systems  
are redefining the domestic payment experience, the 
infrastructure to support international cross-border trade  
has not kept pace.
Traditionally, banks organised their systems and processes 
around their business lines, with payments services housed 
in those divisions, placing retail payments services in the 
domestic division of the bank. Cross-border payments 
services were kept in the high value, wholesale or cash 
management services division established to serve 
corporate customers. This model was designed in the  
1970’s when only a few countries facilitated cross-border 
trade, in a handful of currencies. Fast forward to today and 
there are hundreds of countries, trading in hundreds of 
currencies but still using a model designed 40 years ago. 
While these silo solutions, connected through a network  
of bi-lateral partnerships, may have remained sufficient  
for the market they were intended to serve, market 
pressure is now demanding change. Today, the rate of 
change in technology is far faster than that of Financial 
Services, and banks must become proactive if their 
payments businesses are to survive in the face of 
fundamental market transformations. Efficient, adaptable 
and secure systems for facilitating financial transactions  
are essential to any thriving modern economy. 
The needs of all sizes of corporate customer are changing, 
opening significant opportunities for banks to provide 
value-added services around payments:
  Large enterprise payments will continue to grow  
in complexity, offering an opportunity to companies  
that can provide platform-based services that take  
away payment complexity, replacing them with 
growth-related value
  The internationalisation of small to medium sized 
businesses opens up substantial opportunity in markets 
that operated primarily in local economies 
  Social payments will be a significant wild card, growing  
in value but driving the price of payments down to zero  
or below
  The market for cross-border, direct to customer 
ecommerce is expected to grow exponentially 
particularly with the acceptance of online shopping  
from consumers in emerging markets 
  Remittances will continue on a steep growth trajectory 
and be subject to new payment technologies such as 
distributed ledger technologies
  Changes in pension arrangements globally will  
open new opportunities for managing personnel 
payment flows
  Large ecommerce business and digital marketplaces 
continue to take value from local economies creating  
new payment flows and representing new client 
categories for Earthport
Earthport’s on-going success is based on 
making the most of every opportunity, 
which means attracting new clients as 
well as developing the relationships  
with existing ones. The key to achieving 
this is to understand where our crucial 
markets are and identify who our 
potential customers are.
Global Digital 
Commerce
$900 
billion
Global Remittances 
$650
billion
Volume growth  
of cross-border 
payments
11% 
CAGR
Global Trade 
Payments value 
$22.6 
trillion 
Source: Boston Consulting Group Global Payments Study, 2014; 
McKinsey Global Payments, 2014.
Payment Industry Metrics 17
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Global Payments Market Insights
Wholesale Payments
Revenues are Led by Transactions in Asia-Pacific 
The Asia Pacific (emerging) region has the strongest transaction-revenue growth. The rise of global challenger 
companies is fuelling a significant increase in balances and transaction flow. Banks will excel if they meet the  
needs of growing companies, particularly with regard to cross-border transactions. 
Cross-Border Payments
Payments are Streaming Across Borders
Cross-border payment flows will increase significantly in all regions, thanks to steady growth in international trade. 
Transaction-specific cross-border revenues will grow robustly.
Boston Consulting Group, Global Payment Interactive Report, 2014
https://www.bcgperspectives.com/content/interactive/financial_institutions_pricing_global_payments_2014_interactive_edition/ 18
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Strategic Report
1. Expedited
Payments
(within 24 hours, 
via Global ACH 
Networks and SWIFT)
2. Faster 
Payments
(intra-day in locations 
where available)
3. Real-time 
Payments
(via Distributed 
Ledger and 
mobile wallet)
Earthport sits in a unique place in the payment lifecycle, 
providing cross-border, low value payment disbursements. 
The prospects for our business is compelling because of four 
primary reasons: 
 
  The incumbent process is broken. It is highly 
fragmented, expensive and inconsistent. Although  
there are providers serving the market with automation, 
they are addressing the existing fragmented model 
which is costly, prone to risk and slow
  The market we are addressing is massive, 
representing global trade and remittances at over  
$21 trillion in value
  It is underserved. Most of the attention, funding and 
solutions tend to be on the collections or retail front end, 
with merchant acquirers, card networks and consumer 
applications proliferating 
  Our competitors are our clients. Providers who are 
offering cross-border disbursements and remittances  
are typically our own clients and often addressing a  
small segment of the market
Earthport’s proposition as a white label service makes  
us collaborators, rather than competitors to our clients  
and partners.
Our Strategic Vision 
Our strategic vision is to power a global payment network 
that allows clients to reach any account, in any country,  
in any currency, through one connection, with world-class 
compliance, exceptional resilience and optimised routing  
for price and fastest speed possible.
The leading financial institutions, money transfer 
organisations and ecommerce companies around the  
world increasingly prefer Earthport as a way to effectively 
‘future proof’ their payment operations. By being the 
payment enabler between their payers and beneficiaries, 
Earthport has the opportunity of being the transaction 
utility, or ‘middleware’ of money.
For our clients, we eliminate issues of format, technology, 
compliance, regime and liquidity through an outsourced 
service with flexible connectivity options, offering the 
widest range of payments options without the need for 
further burden of integration.
The delivery of payments is facilitated through the use of 
optimum mechanism and client chosen route, including: 
ACH, RTGS, mobile wallet, SWIFT, distributed ledger, token 
payments (e.g. PayPal) and others as they emerge.
Earthport Ahead:  
Our Strategy  
and Model
Our strategic vision is to become  
the ‘Middleware of Money’.
Earthport’s Channels to Fastest Payments Possible
Our Strategy and Model 19
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Earthport Payment Network
FI:
EUR
US:
USD
HK:
HKD
NO:
NOK
UK:
GBP
BR:
BRL
TWN:
NTD
ZA:
ZAR
PO:
PLN
NZ:
NZD
PH:
PHP
JP:
JPY
Infrastructure
Operations
Compliance
Channel
Receiving Bank
Payment is delivered 
through the Earthport 
network, at the 
lowest cost and via 
the fastest route
Sample currencies
Client’s
Sending Bank 
Bank
Customer
£
Deploying a hub-and-spokes model for cross-border payments
Earthport Operating Model
Before Earthport, our clients had no simple, efficient and 
inexpensive way to send low (monetary) value payments,  
relying on an infrastructure designed for higher value 
international trade. Earthport’s service delivers predictability, 
transparency and efficiency through a model dedicated to the 
growing volumes of lower value of international payments.
Earthport offers a proven service that delivers low (monetary)
value cross-border payments. It brings increased efficiency  
to banks and other organisations while reducing delays,  
errors and fees, ensuring the consumer or corporate has  
an exceptional customer experience.
“ We are creating a new network to move money around  
the world, eliminating the current inefficiency, rather  
than replacing the existing business model altogether”
Hank Uberoi, CEO 20
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Strategic Report
“ Cross border ecommerce 
alone is projected to triple  
by 2020”
World Bank, Annual Report 2014 21
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Earthport’s addressable market is massive and rapidly growing, 
representing global trade, remittance and ecommerce.  
To enable us to capture the opportunity ahead, investment 
is essential. It will ensure complete network reliability  
and resiliency, giving us the ability to comfortably provide 
exceptional client experience no matter how fast we grow. 
Earthport’s commitment to putting people and resources 
where our clients need them has seen new offices opened 
in Singapore and Miami. Affiliations with key European 
partners is reflected by the addition of new relationship 
managers in Germany, Italy and Spain. 
This year investments have been made to expand IT 
development and product management, adding skills  
and disciplines that allow us to create new solutions to 
meet demand. One example includes our partnership  
with Ripple and enabling real time payments seamlessly 
through our gateway. 
This focus on expanded capabilities, such as our partnership with 
Ripple to facilitate real time payments will enable us to realise 
our vision as the defacto model for cross-border payments.
Investing 
Ahead: 
Fuelling for 
Growth
 “Flows of goods, services and finance reached 
$26 trillion in 2012, or 36% of global GDP ,  
1.5 times the level in 1990. Now, one in  
three goods crosses national borders” 
McKinsey & Co, 
Global Institute (MGI) report 2014 22
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Strategic Report
Principal Risks and Uncertainties
Like all companies, Earthport is exposed to various risk factors and uncertainties that could impact the execution of the Group strategy. In addition to this, 
given that Earthport is part of a highly regulated Financial Services industry operating in multiple jurisdictions, serving banks and other financial institutions, 
and companies in the fast-evolving ecommerce space, we recognise the importance of an adaptive and robust risk management process to support our 
growth objectives.
The Company therefore deploys a two-way ‘top down-bottom up’ approach to identify, mitigate and manage potential risks. 
During the year a separate Operational Risk Committee was established under the Chairmanship of Chris Cowlard, Director and Chief Operating Officer. This 
committee complements the processes already in place across the Company covering Information Security risks, Financial risks and Compliance risks. Other 
members of the Operational Risk Committee are Tania Brownhill, Head of Group Operations, Andrew Brown, Head of Group Compliance and Asif Ali, Finance 
Director. Philip Hickman also sits on this Committee during its formative stages to give advice and guidance.
Under the Terms of Reference for Operational Risk Management, Operational risks are identified from across the business for systematic tracking and 
oversight of the Committee. All operational risks are objectively categorised by potential impact and likelihood of occurrence, with any serious risks  
being reported to the Board by the Operational Risk Committee Chairman. 
At the execution level, key risks are identified, calibrated and managed across all functions within the organisation. The classification below captures the  
risk management process adopted by the Company.
Risk Risk description Trend of the risk in 2014-15 and mitigation
REVENUE RISK Concentration in a limited number of clients could cause  
a major fluctuation in the revenue stream.
We continue to develop a strong pipeline to broaden our client 
base in number, type and geography.
Clients might want to take the process in-house. We have established good relationships with our clients  
to understand their ambitions and work closely with them  
to identify broader product possibilities. We also ensure 
compliance with the stringent service Key Performance 
Indicators (KPIs) we have in place and are proud to share  
these with clients on a regular basis to demonstrate the  
quality of our service.
We continually invest in our product and network to enhance 
the value of our service to clients.
Time taken from the time a client signs up to actual revenue 
realisation is substantial and varies significantly across  
each client.
A dedicated Project Management Office has been created to 
manage and monitor progress of implementation of deals won, 
analysing and implementing improvements to this over time. 
Progress of individual deals and the ongoing implementation 
process are also actively monitored, with exceptions raised  
for action at the management committee and Board level  
as appropriate. 23
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Risk Risk description Trend of the risk in 2014-15 and mitigation
COMPLIANCE RISK Against a background of constantly changing (sometimes more 
restrictive) regulation and legislation, we must ensure that  
we are and remain, fully compliant and alert to the potential 
impact and consequences of the materialisation of Financial 
Crime and Regulatory Risks.
Key risks:
1.  Facilitating a serious financial crime (e.g. money laundering,  
or the financing of terrorist activities).
2.  Breaching legislation and/or regulation relating to serious 
financial crime.
Either of the above will lead to the materialisation  
of reputational risk alongside Regulatory and/or legal  
action including:
  Fines and/or loss of licence to operate (via withdrawal  
of authorisations to transact etc.)
  The withdrawal of clients and banking partners from 
commercial relationships
  Action against Directors and Officers of the Company 
including fines, loss of licence to work within Financial 
Services and imprisonment
Compliance risk grows exponentially in as much as each time 
we grow the business by entering new territories, delivering 
new products or entering strategic relationships, our risk profile 
changes accordingly. This is exacerbated by the uncertainty 
across some regulatory areas (subject and geography).
We mitigate compliance risk through the application of a 
‘Monitor, Review, and Implement’ cycle which reflects the 
changing risk environment that the Company is exposed to.
We have increased the size and competence of our Group 
Compliance Function and the breadth, depth and quality of our:
  Counterparty due diligence
  Transaction screening
  Monitoring solutions
We remain alert to the nature and impact of external and 
internal environmental changes, and make appropriate 
amendments to our internal control framework, including 
resourcing further automation of technical controls, reviewing 
and remediating policies and procedures and enhancing our 
employee training program.
Employee fraud. Fraud remains a risk to the business, as it does in any financial 
processing business. Earthport is confident that the level of 
control apparent in the operating model (e.g. data security 
controls, four-eye processes, frequent reconciliations as well  
as strict staff on-boarding checks) continues to ensure that  
we remain vigilant against this potential.
Earthport has a strong Code of Conduct which incorporates  
a ‘Whistle Blowing’ policy ensuring members of staff  
have multiple routes to confidentially protect the integrity  
of the business.
Negative shareholder and major customer reaction to adverse 
client activity or corporate negligence.
The Financial Services Industry is highly integrated and we 
have built strong relationships particularly with the Risk and 
Compliance Departments in our customer organisations to 
mitigate any problems. 
Where we feel a client and network partners cannot meet  
our stringent requirements we will exit those relationships  
as appropriate. 24
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Strategic Report
Risk Risk description Trend of the risk in 2014-15 and mitigation
INFORMATION 
SECURITY RISK
Sensitive information needs to be protected, no matter  
what form it takes, what technology is used to process it,  
who handles it, where the information may be located  
and in what stage of its lifecycle the information may be.
Earthport holds the ISO27001:2013 certification. This 
certification defines the annual process that identifies threats 
and vulnerabilities and results in a formal risk assessment.
Risks are constantly changing as new technologies are 
developed and new threats identified. The management of 
security therefore requires a dynamic approach within a cycle 
of continuous improvement. This requires that risk assessments 
are undertaken at appropriate intervals (at least annually  
or after significant change for ISO27001), that risk treatment 
plans are updated and identified security improvements  
are implemented.
The Information Security Management Forum, chaired  
by the Information Security Officer, reviews the results  
of risk assessments and makes decisions on risk treatment  
e.g. whether to accept the risk or reduce the risk by 
implementing additional security controls. The decision to 
implement additional controls will depend on a comparison  
of the risk value and the cost of control implementation.  
The effectiveness of each control in mitigating the risk is 
continuously measured in terms of residual risk and further 
consideration is made within the context of the organisational 
risk appetite. The approach taken is a qualitative one. Relevant 
information owners are consulted with during this process.
OPERATIONAL RISK Operational risk is defined as, “The risk of negative direct  
or indirect operational impacts resulting from human factors, 
inadequate or failed internal processes and systems or  
external events”.
In the Earthport Group, such an Operational Loss could  
be financial (company or client money), reputational,  
client relationship or other such risk.
Examples of such risk categories are:
  Execution, Delivery and Process Management 
  Inadequate management of third-party supplier services  
(e.g. bank partners)
  People capabilities, versus role requirements
  Clients, Products and Business Practice
Recognising the impact operational risk can have on the 
Company, a new operational risk management process has 
been defined and is in operation.
The management of operational risk has two key  
direct objectives:
1.  To minimise the impact of losses suffered in the normal 
course of business (expected losses)
2.  To avoid or reduce the likelihood of suffering an extreme 
(unexpected) loss
Further results from this process are expected to include:
1.  Reduced costs through reduction of money requiring 
write-off
2.  Strengthened company brand and external reputation
The definition of the operational risk management framework 
and Governance process are defined within a company Terms 
of Reference document.
The operational risk Board meets at least four times per 
annum, a detailed operational risk register being maintained 
and reviewed within the meetings. In addition, the Executive 
Committee meets weekly to review and manage the business 
performance on an ongoing basis.
All Critical and High categorised risks within the Register are 
raised to the Earthport Board for review and appraisal.
Principal Risks and Uncertainties continued 25
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Risk Risk description Trend of the risk in 2014-15 and mitigation
Network partner performance risk.
Earthport’s business is dependent on its access to local  
clearing and payments systems in many markets across the 
world. This access is managed through an extensive network  
of bank partnerships.
Earthport’s ability to deliver on payment instructions received 
from its clients could be impacted if there is a disruption to the 
partnership or a performance issue with the partners.
Earthport’s dedicated banking network management team  
in partnership with the compliance team has a well-defined 
process which begins with the evaluation of each market,  
their respective regulatory framework, network partnership 
options, evaluation criteria for partnerships, performance  
SLAs, on-going partnership monitoring tools and resilience 
processes. In addition to these, Earthport is a member  
of SWIFT providing for uninterrupted services in case of  
a redundancy situation. Through its regional offices in 
Singapore, Dubai, New York and Miami, Earthport has 
strengthened its market and network partner management 
components, by adding resources closer to the countries.
Employee fraud or error. At the heart of Earthport’s operations is a high degree of 
automation, necessary in order to support a high-volume, 
high-STP transactional processing business.
Over the course of FY 2015, Earthport increased its investment in 
further software development and other resources to increase 
the degree of automation in place within the operations group 
both to support increasing scalability challenges as well as 
reducing the potential for human error to create operational risk.
During FY 2015, the process of reconciliation of client accounts 
was separated out of the Operations department and moved 
into a separate function within Finance for appropriate 
separation of duties and controls.
Business continuity risks. As part of the work feeding into our successful accreditation  
for the ISO27001 standard for Information Security,  
we have implemented a full business continuity planning  
(BCP) programme.
This includes planning, documenting and testing of three key 
continuity situations:
  System Datacentre Loss
  Operations Centre Unavailability
  Pandemic/Mass Absenteeism
Our production systems are operated on a minimum 99.9% 
availability model. This requirement is monitored by an 
external body and we are proud to show that our availability  
is typically run far above this minimum level through the  
use of highly-available infrastructure and a high degree  
of application and infrastructure automation. 26
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Strategic Report
Risk Risk description Trend of the risk in 2014-15 and mitigation
OPERATIONAL RISK
continued
Organisational risk; inability to recruit and retain staff. We have a good retention record which we believe is through 
our fair terms of employment including both pensions and 
short and long-term incentive plans. As the Company grows 
and the brand is becoming more recognised, Earthport is  
seen as a “good place to work”.
The key management have long-term incentive plans through 
option schemes linked to the performance of the business.
Salary benchmarks are performed against external markets  
to ensure the correct level of compensation for staff and an 
objective-based bonus scheme has now been put into place  
for all non-commissioned staff.
Increased investment has been made into our Human 
Resources department in order to support the needs of  
the growing global business.
FINANCIAL RISKS Credit risk in that our counterparty will default in  
contractual obligations.
All new and existing customers are assessed for credit quality 
and risk. Customer contracts are drafted to reduce potential risk  
to the Group.
Capital management risk relates to the ability of the Company  
to continue as a going concern in order to provide returns for 
shareholders and benefits for other stakeholders.
This has been a key area of focus for both Management  
and the Board to ensure we have the appropriate capital 
adequacy both for existing operations and to meet our 
strategic ambitions. With the successful funding round in 
September 2014, the balance sheet has been considerably 
strengthened and gives the Company, our regulators and 
clients a stronger financial platform.
Liquidity risk is that the location of our liquidity does not  
match liquidity obligations.
Earthport ensures that funds are available from a client prior  
to payments being made, thereby ensuring that Earthport  
does not take on the financial risk of a transaction.
The Earthport Group closely monitors its cash position on a 
daily basis in each currency to ensure we have sufficient funds 
to meet these liabilities as they fall due. The Treasury function 
has been expanded and further investment continues to be 
made to ensure that our client money is moved and converted 
correctly in alignment with our liquidity needs.
Principal Risks and Uncertainties continued 27
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Earthport’s Management Team 
Hank Uberoi
Chief Executive Officer
Simon Adamiyatt
Chief Financial Officer 
Andrew Brown
Global Head of Compliance
Chris Cowlard
Chief Operating Officer
Jonathan Lear
President, North America
Daniel Marovitz
President, Europe
Mia Shernoff
Global Head of Marketing  
and Market Development
Sajeev Viswanathan
President, Global Strategy 28
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Directors’ Report Directors’ Report
Board of Directors
Hank Uberoi
Chief Executive Officer  
Executive Director
Hank has served as Earthport’s 
Executive Director since February 
2010, and since 2012 as CEO of  
the Company, after holding an 
investment in the Company.  
Until April 2004 Hank was the  
Chief Operating Officer at Citadel 
Investment Group, and prior to that, 
spent 14 years at Goldman Sachs  
as a partner and Co-Chief Operating 
Officer of the technology division. 
Hank graduated from Williams 
College, MA, with a BA, Magna  
Cum Laude, and continues to play  
an active role in investing and 
nurturing early stage companies.
Independent 
N/A
Committee Membership
Nominations Committee (Chairman)
Philip Hickman
Chairman 
Non-Executive Director
With over 45 years of banking 
including 32-years at HSBC,  
Philip has served as Non-Executive 
Chairman since November 2010. 
During his time at HSBC, Philip  
held various roles including Head  
of Developing Countries Division, 
Managing Director (Europe) for  
HSBC Global Payments and Cash 
Management and Head of Planning 
and Development (Commercial and 
Corporate) for HSBC plc. Philip runs 
his own independent consultancy 
focusing on numerous business 
functions including payments, 
strategic development, and 
governance and compliance.  
He has been a Non-Executive 
Director of a number of companies 
in the UK, Russia and the US.
Independent 
Yes
Committee Membership
Audit Committee (Chairman) 
Remuneration Committee, 
Nominations Committee
Chris Cowlard 
Chief Operating Officer  
Executive Director
Chris has been Earthport’s Chief 
Operating Officer since 2011,  
and was appointed to the Board  
as Executive Director in 2012.
Chris manages Earthport’s global 
operations, including payments 
processing, IT infrastructure, 
software development, data centre 
management, client implementation 
projects, and HR. Prior to Earthport, 
Chris held a number of technology 
and operations roles at Broadridge 
and Coexis Ltd and holds a degree  
in Mathematics and Computing  
from the University of Bath. 
Independent 
N/A
Sajeev Viswanathan 
President, Global Strategy, 
Executive Director
Sajeev joined Earthport in  
June 2014, where he is driving 
Earthport’s strategy, including 
expanding the Company’s global 
footprint and payment network. 
Sajeev’s 25 years of senior 
management roles in Financial 
Services includes, Chief Executive 
Officer of Bhartiya Samruddhi (BASIX), 
a microfinance company in India,  
18 years at Citigroup as Managing 
Director of the Global Transaction 
Services division, Head of the Global 
Receivables and Trade Finance 
business, and Risk Director for the 
Board of Citicorp Trustee Company. 
Sajeev has an MBA from Thiagarajar 
School of Management and a BSc in 
Physics from Loyola College, Chennai.
Independent 
N/A
Complete biographies of the Directors may be found at http://www.earthport.com/discover-earthport/board-of-directors/ 29
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Directors’ Report 
Mohit Davar
Non-Executive Director
Mohit is an experienced payments 
executive with over 18 years’ 
experience in remittance industry, 
setting up and leading global teams 
and operations and managing 
relationships with banks/financial 
institutions and regulators at the 
senior most level. He has been 
involved as CEO, in two start-ups  
in this industry, firstly in 1997  
he helped form the Joint Venture 
between MoneyGram and Thomas 
Cook, which was sold in 2003. He 
then set up Travelex Money Transfer, 
which was acquired by Coinstar Inc. 
in May 2006 and Sigue Corporation  
in 2011. Mohit is on the Board of  
and an advisor to other payment 
companies. Mohit is also the Chairman 
of the Advisory Committee of the 
International Association of Money 
Transfer Networks and a member of 
the Institute of Chartered Accountants 
in England and Wales.
Independent 
No*
Committee Membership
Audit Committee
*During the year Mohit Davar received 
150,062 shares in respect of additional 
advisory services he provided to the 
Company. Mr Davar is not considered  
to be an Independent Director as a  
result of this additional contract.
Jorge Moran 
Non-Executive Director
Jorge joined Earthport’s Board in 
May 2014 after significant roles in 
Financial Services, including CEO  
and President of Sovereign Bank,  
US Country head for Santander, CEO 
of Santander’s insurance and asset 
management business. Prior to that 
Jorge was COO and a Board Director 
at Abbey UK and a partner of AB 
Asesores, since acquired by  
Morgan Stanley.
Jorge was conferred an Honorary 
Doctor of Commercial Science by 
Bentley University and holds a  
BA From the University of ICADE  
in Madrid. 
Independent 
Yes
Vinode Ramgopal
Non-Executive Director
Vinode joined the Earthport  
Board in April 2010. Currently  
a Senior Advisor to Albright 
Stonebridge Group and an  
Executive Advisor to Aquiline LLC. 
Vinode previously founded and 
Chaired the Marco Polo Group, an 
electronic network for cross border 
trading of exchange listed securities. 
Prior to that, Vinode was a senior 
M&A banker in Lehman Brothers 
Investment Banking Division 
holding multiple management 
positions over a 15-year period. 
Vinode was educated at the London 
School of Economics and Merton  
College, Oxford.
Independent 
Yes
Committee Membership
Audit Committee, Remuneration 
Committee (Chairman)
Terry Williams
Non-Executive Director
Since 2010 Earthport has benefited 
from Terry’s extensive expertise  
in developing fintech companies.  
With a history that includes the  
early days at NCR, the development 
of Wilco as a global leader in order 
processing systems, EPOS systems 
and Eurobond settlement systems, 
Terry has led considerable 
innovation in products across  
a number of high volume  
processing industries.
Independent 
Yes
Committee Membership
Remuneration Committee, 
Nominations Committee 30
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Directors’ Report Directors’ Report
Directors’ Report
The Directors submit their report together  
with the consolidated financial statements  
of the Company and its subsidiaries (the ‘Group’) 
for the year ended 30 June 2015. Earthport plc  
is a public limited company, incorporated and 
domiciled in England and Wales and quoted  
on AIM.
Governance 
Ahead
Principal Activities
The principal activity of the Group is the provision of payment services 
through the combination of a network of segregated bank accounts in 
various geographies (the banking network), sophisticated software  
which mirrors the international movements of funds from bank to bank, 
the knowledge base embedded in the platform and the organisation 
related to each of the countries that Earthport delivers payments to.  
This service is available to financial institutions, aggregators, money 
service businesses and FX houses.
Review of Business and Future Developments
A review of the development of the business during the year is given  
in the Strategic Report on pages 1 to 26. This also includes reference to  
the Group’s future prospects.
Going Concern
The Directors believe that the Group has demonstrated further progress 
in achieving its objective of positioning itself as an infrastructure supplier 
to the global payments industry. During the year, the Group raised gross 
proceeds of £26.6 million (net £26.3 million) through the placing and 
subscription of 65 million ordinary shares and £0.26 million in relation  
to exercise of employees share options. The Directors have prepared  
a cash flow forecast covering a period extending beyond 12 months  
from the date of these financial statements after taking account of 
anticipated overhead costs and revenue. Therefore, the Directors  
consider that it is appropriate to prepare the Group’s financial  
statements on a going concern basis, which assumes that the Group  
is to continue in operational existence for the foreseeable future. 
Results and Dividends
The Group loss for the year after taxation amounted to £8.69 million  
(FY 2014: £6.70 million).
The Directors are unable to recommend the payment of a dividend for 
the year (FY 2014: £Nil).
Research and Development
Research and development have always played a key role at Earthport. 
Our Product and Development teams anticipate trends, customer wishes 
and the future requirements of the payments industry, as well as 
technological advances and systematically implement these ideas into 
products. During the year, the Group spent £1.33 million (FY 2014: £1.10 
million) in relation to research and development. A total of £0.15 million 
(FY 2014: £0.14 million) was expensed in the Income Statement and  
£1.18 million (FY 2014: £0.96 million) was capitalised.
Share Capital
Changes to the Company’s share capital during the year are set out  
in note 18 to the financial statements.
Directors
The following Directors have held office since 1 July 2014:
H Uberoi  M Davar
P Hickman  J Moran
V Ramgopal S Viswanathan (appointed 15 October 2014)
T Williams  P Thomas  (resigned 2 March 2015) 
C Cowlard 31
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Directors’ Report 
Election of Directors
In accordance with the articles of association, one-third of Directors are required to retire at each Annual General Meeting (AGM). At the upcoming General 
Meeting, Chris Cowlard, Mohit Davar and Terry Williams will be retiring and standing for re-election.
Directors’ Indemnity Insurance
The Directors have taken out an insurance policy to cover Directors’ and Officers’ liabilities.
Directors’ Interests in Shares
The Directors’ interests in the shares of the Company at the balance sheet date were as follows:
Ordinary 
shares  
of 10p each
30 June 2015
Ordinary 
shares
of 10p each
30 June 2014
H Uberoi 25,920,121 26,062,450
P Hickman 100,000 100,000
T Williams 4,488,311 4,488,311
M Davar 746,397 596,335
V Ramgopal – –
C Cowlard – –
J Moran – –
S Viswanathan – –
* During the year Mohit Davar received 150,062 shares in respect of additional advisory services he provided to the Company. Mr Davar is not considered to be an Independent Director  
as a result of this additional contract.
Details of transactions with related parties during the year are disclosed in note 23 to the financial statements.
The Directors believe that equity incentives are an important element of the remuneration of the Executive Directors and the senior management team  
in order to align Directors’ interests with the interests of shareholders. The Directors’ interests in options over the shares of the Company are as follows:
Weighted
average
exercise prices 
Ordinary
shares of
10p each
30 June 2015
(or date of 
appointment
if later)
Ordinary
shares of
10p each
30 June 2015
(or date of 
appointment
if later)
Ordinary
shares of 
10p each
30 June 2014
(or date of
appointment
if later)
Ordinary 
shares of
10p each
30 June 2014
(or date of 
appointment 
if later)
Options Warrants Options Warrants
H Uberoi 27p 41,000,000 – 41,000,000 –
P Hickman 27p 1,200,000 – 1,200,000 –
V Ramgopal 27p 800,000 – 800,000 –
T Williams 27p 800,000 – 800,000 –
M Davar 26p 1,150,000 – 1,150,000 –
C Cowlard 10p 2,475,000 – 2,500,000 –
J Moran N/A – – – –
S Viswanathan 25p 1,750,000 – – –
Until January 2015, share Options were awarded to the Non-Executive Directors as part of their remuneration in order to preserve the cash balances in the 
Company. These Options were issued annually between 2010 and 2014 and each tranche vested over a two-year period. None of these awards were linked  
to company performance. As such, the Directors consider Messrs Hickman, Ramgopal, Moran and Williams fulfil the ‘Independence’ criteria. 32
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Directors’ Report Directors’ Report
Directors’ Report continued
Major Interests in Shares
As of 21 September 2015 the Company had been notified of the following interests in the issued ordinary share capital of the Company:
Ordinary 
shares of 
10p each %
Oppenheimer Funds Inc. 48,629,572 10.2
Henderson Global Investors 40,227,815 8.4
International Finance Corporation 33,341,360 6.9
Schroder Investment Management Ltd 29,650,286 6.2
Bay Capital Investments Ltd* 27,973,121 5.9
H U Investments L.L.C.** 25,920,121 5.4
Ruffer LLP 25,460,000 5.3
Blackrock Inc. 23,552,610 4.9
Millennium Global High Yield Fund Ltd 15,320,986 3.2
Save for these interests, the Directors have not been notified that any person is directly or indirectly interested in 3% or more of the issued ordinary share 
capital of the Company.
* Hank Uberoi was the Vice Chairman and a non-controlling shareholder of Bay Capital investments Ltd. He stepped down from the Bay board in May 2015. 
** Hank Uberoi is the Managing Partner of H U Investments L.L.C., includes holdings in subsidiaries.
Charitable and Other Donations
No charitable or political donations made in the year ended 30 June 2015 (FY 2014: £Nil).
Employees
Our continued success depends on our ability to recruit and retain talented, highly skilled and committed people. The Group provides competitive  
reward and benefit packages, supported by appropriate training and personal development programmes and ways to encourage and reward outstanding 
performance. The Group regularly communicates with employees on matters that affect them, consulting them or their representatives to ensure that  
their views are taken into account when making decisions that are likely to affect their interests. Employee involvement in the Group is encouraged,  
as we believe a common understanding by all employees of the financial and economic factors which affect the Group plays a major role in maintaining  
our growth and success. Senior executives regularly hold interactive sessions with staff to discuss relevant developments in different parts of the business 
and future activity.
Staff can also participate directly in the success of the Group through a variety of employee share option schemes. The Group is committed to maintaining  
a safe and healthy working environment and ensuring the health, safety and welfare of all employees, customers and the general public. There were  
no significant accidents in the work place during the year. Benefits for the health and wellbeing of staff include private medical insurance and employee 
assistance programmes.
The Group has adopted standards to promote corporate values designed to help employees in their conduct and business relationships. Policies in place 
include equal opportunities, dignity at work and health and safety. It is the Group’s policy to conduct business in an honest, open and ethical manner.  
A zero tolerance approach is taken to bribery and corruption, harassment, bullying and discrimination.
The Group is committed to employment policies based on best practice, including equal opportunities for all employees, irrespective of sex, age,  
disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief and sexual orientation. We give full  
and fair consideration to applications for employment from disabled people, having regard to their particular aptitudes and abilities. It is the policy of  
the Group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees. 33
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Directors’ Report 
Policy on Payment of Suppliers
The Group aims to pay suppliers at the end of the month following the month in which the invoice is received. At 30 June 2015, the Company had an average 
of 33 days purchases outstanding in trade payables (FY 2014: 35 days).
Financial Instruments
Details of financial instruments and financial risk management policies are set out in note 30 to the financial statements.
Annual General Meeting
The notice of the meeting for the 2015 Annual General Meeting is set out on page 69.
Statement as to Disclosure of Information to the Auditor
The Directors who were in office at the date of approval of these financial statements have confirmed that, as far as they are aware, there is no relevant 
audit information of which the Auditor is unaware. Each of the Directors has confirmed that they have taken all the steps that they ought to have taken  
as Directors in order to make themselves aware of any relevant audit information and to establish that it has been communicated to the Auditor.
Auditor
Baker Tilly UK Audit LLP has expressed its willingness to continue in office as Auditor of the Company and a resolution to reappoint Baker Tilly UK Audit LLP 
and to authorise the Directors to determine their remuneration will be proposed at the Annual General Meeting.
On behalf of the Board
Hank Uberoi
Chief Executive Officer
28 September 2015 34
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Directors’ Report Directors’ Report
Corporate Governance Statement
Under the rules of the AIM Market the Company 
is not required to comply with the UK Corporate 
Governance Code. The Board of Directors are 
committed to high standards of corporate 
governance and has adopted the policies and 
procedures which reflect the principles of the UK 
Corporate Governance Code that are consistent 
with the Corporate Governance Guidelines for 
Smaller Quoted Companies published by the 
Quoted Companies Alliance in 2013. 
Philip Hickman 
Chairman 
Governance 
Ahead
The Corporate Governance procedures that have been in effect during  
the year are described below:
Board of Directors
The Board of Directors at 30 June 2015 comprised three Executive 
Directors and five Non-Executive Directors of which four are deemed  
to be independent. The Board meets regularly throughout the year.
Audit and Compliance Committee
The Audit and Compliance Committee comprises Philip Hickman 
(Chairman), Vinode Ramgopal and Mohit Davar. The purpose of the 
Committee is to ensure the preservation of good financial practices 
throughout the Group, to monitor that controls are enforced to ensure  
the integrity of financial information, to review the interim and annual 
financial statements and to provide a line of communication between  
the Board and external Auditor. The Committee is also responsible  
for reviewing the independence of the Auditor and for agreeing  
their remuneration. The mandate of the Committee was extended to 
receive reports from the Head of Compliance due to the significance  
and importance of this function both within the Company and in respect 
of our relationships with our clients and partners. The terms of any 
related party transactions are required to be approved by the Committee. 
As Chairman of the Company, it is unusual for that person to also Chair 
the Audit and Compliance Committee. However, the Board agreed that it 
is in the best interests of the Company that Philip Hickman continue with 
this role for the foreseeable future. The Audit and Compliance Committee  
met five times during the year.
Remuneration Committee
The Remuneration Committee comprises Vinode Ramgopal (Chairman), 
Philip Hickman and Terry Williams. It is responsible for the Executive 
Directors’ remuneration, other benefits and terms of employment, 
including performance related benefits and share options. During the 
year the Committee commissioned an independent report to benchmark 
the salaries and benefits across the Executive Leadership team, Board 
members absent themselves from discussion involving their own 
remuneration. The Remuneration Committee met four times during  
the year.
Nominations Committee
The Nominations Committee comprises Hank Uberoi (Chairman),  
Philip Hickman and Terry Williams. It meets as necessary to select  
suitable candidates for the appointment of Directors and other  
senior appointments.
Terms of Reference for each of the above Board Committees can be found 
on the Company website.
Internal Control
The Board is ultimately responsible for the Group’s system of internal 
control and for reviewing its effectiveness. A comprehensive business 
plan and budget is in place and actual results are compared to this plan 
and reported to the Board on a monthly basis.
Client Funds
The safety and security of clients’ funds is of paramount importance  
to the Company. All client funds are held in segregated bank accounts 
wherever the jurisdiction permits. 35
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Directors’ Report 
Statement of Directors’ Responsibilities in the Preparation of the Financial Statements
The Directors are responsible for preparing the Strategic Report and the 
Directors’ Report and the financial statements in accordance with applicable 
law and regulations.
Company law requires the Directors to prepare Group and company financial 
statements for each financial year. The Directors are required by the AIM 
Rules of the London Stock Exchange to prepare Group financial statements  
in accordance with International Financial Reporting Standards (IFRS)  
as adopted by the European Union (EU) and have elected under company 
law to prepare the Company financial statements in accordance with IFRS  
as adopted by the EU.
The financial statements are required by law and IFRS adopted by the EU  
to present fairly the financial position of the Group and the Company and  
the financial performance of the Group. The Companies Act 2006 provides  
in relation to such financial statements that references in the relevant part  
of that Act to financial statements giving a true and fair view are references 
to their achieving a fair presentation.
Under Company Law, the Directors must not approve the financial 
statements unless they are satisfied that they give a true and fair view of 
the state of the affairs of the Group and Company and of the profit or loss  
of the Group for that year.
In preparing each of the Group and company financial statements,  
the Directors are required to:
a. Select suitable accounting policies and then apply them consistently
b. Make judgements and accounting estimates that are reasonable  
and prudent
c. State whether they have been prepared in accordance with IFRS as 
adopted by the EU
d. Prepare the financial statements on the going concern basis unless it is 
inappropriate to presume that the Group and the Company will continue  
in business
The Directors are responsible for keeping adequate accounting records  
that are sufficient to show and explain the Group’s and the Company’s 
transactions and disclose with reasonable accuracy at any time the financial 
position of the Group and the Company and enable them to ensure that the 
financial statements comply with the Companies Act 2006. They are also 
responsible for safeguarding the assets of the Group and the Company and 
hence for taking reasonable steps for the prevention and detection of fraud 
and other irregularities.
The Directors are responsible for the maintenance and integrity of the 
corporate and financial information included on the Earthport plc website.
Legislation in the UK governing the preparation and dissemination of financial 
statements may differ from legislation in other jurisdictions. 36
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
78%
Year over Year increase  
in Earthport revenue 37
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
“ Viewed broadly, the 
payments industry has three 
quite attractive attributes,  
it’s large, it’s growing, and 
thanks to it’s relatively stable 
and predictable transaction 
volumes combined with low 
capital intensity, it can be 
highly attractive”
PwC Strategy & publication 2015 report
Earthport arrived at this financial year from a hugely 
transformational period, committed to driving payment 
transactions and delivering the growth we anticipated.  
We have also maximised the opportunities that this 
disruptive approach has revealed by getting closer to our 
clients and partners and by using the insights gained to 
better understand the true nature of the opportunities that 
this $21 trillion market offers. Embracing this new horizon  
has meant that we are better equipped to understand  
the services our clients would find attractive and grow  
the network and resources to deliver them.
The past 12 months has seen Earthport grow from strength 
to strength. We have signed 31 new customers in the last 
financial year and have momentum to realise significantly 
more on the horizon. We see continued volume and 
revenue expansion from existing clients, including those 
with new programs and plan to deepen our relationships 
with all our existing clients. 
The last year has seen an increase in revenue of over  
78% to £19.27 million. The dollar value of payments  
grew by over 75%.
Performance 
Ahead 38
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
Independent Auditor’s Report to the Members of Earthport plc 
We have audited the Group and parent company financial statements (‘the financial statements’) on pages 39 to 68. The financial reporting framework  
that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and,  
as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006. 
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has 
been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other 
purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members 
as a body, for our audit work, for this report, or for the opinions we have formed.
Respective Responsibilities of Directors and Auditor
As more fully explained in the Directors’ Responsibilities Statement set out on page 35 the Directors are responsible for the preparation of the financial 
statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in 
accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices  
Board’s (APB’s) Ethical Standards for Auditors.
Scope of the Audit of the Financial Statements
A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s website at www.frc.org.uk/auditscopeukprivate.
Opinion on Financial Statements
In our opinion:
  The financial statements give a true and fair view of the state of the Group’s and the parent company’s affairs as at 30 June 2015 and of the Group’s loss 
for the year then ended
  The Group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union
  The parent financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance 
with the Companies Act 2006
  The financial statements have been prepared in accordance with the requirements of the Companies Act 2006
Opinion on Other Matter Prescribed by the Companies Act 2006
In our opinion the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared  
is consistent with the financial statements.
Matters on Which We Are Required to Report by Exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
  Adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches  
not visited by us
  The parent company financial statements are not in agreement with the accounting records and returns
  Certain disclosures of Directors’ remuneration specified by law are not made
  We have not received all the information and explanations we require for our audit 
Paul Watts (Senior Statutory Auditor)
For and on behalf of BAKER TILLY UK AUDIT LLP, Statutory Auditor
Chartered Accountants
25 Farringdon Street
London EC4A 4AB
28 September 2015 39
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
Consolidated Statement of Comprehensive Income
For the year ended 30 June 2015
Notes 
2015  
£’000
2014  
£’000
Continuing operations:
Revenue 4 4 19,267 10,820
Cost of sales – before warrant charge (3,612) (2,570)
Adjusted gross profit 15,655 8,250
Cost of sales – warrant charge 18 18 (728) (317)
Gross profit 14,927 7,933
Administrative expenses 8 8 (19,941) (14,370)
Adjusted operating loss (5,014) (6,437)
Share-based payment charge 24 24 (3,289) (1,745)
Exceptional items – acquisition costs 29 29 – (439)
Unrealised fair value adjustment 29 29 345 2,274
Operating loss (7,958) (6,347)
Finance income 6 6 52 18
Unwinding of discount on deferred consideration 27 27 (803) –
Loss before taxation 7 7 (8,709) (6,329)
Income tax income/(expense) 9 9 18 (371)
Loss for the year and total comprehensive income attributable to owners of the Parent (8,691) (6,700)
Loss per share – basic and fully diluted 10 10 (1.91p) (1.76p)
There were no items of other comprehensive income for the year. 40
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
Consolidated Statement of Financial Position
As at 30 June 2015
Notes
2015  
£’000
2014  
£’000
Assets
Non-current assets
Goodwill 28 28 2,709 2,709
Intangible assets 11 11 6,406 6,394
Investment 13 13 250 225
Deferred tax asset 17 17 327 541
Property, plant and equipment 12 12 709 294
10,401 10,163
Current assets
Trade and other receivables 14 14 8,329 7,468
Derivative financial assets 30 30 976 197
Cash and cash equivalents 15 15 30,195 9,461
39,500 17,126
Total assets 49,901 27,289
Liabilities
Current liabilities
Trade and other payables 16 16 (5,711) (7,223)
Derivative financial liabilities 30 30 (2,766) (1,239)
Loan 26 26 – (344)
(8,477) (8,806)
Non-current liabilities
Contingent consideration 27 27 (3,292) (2,489)
Deferred tax liability 17 17 (737) (867)
(4,029) (3,356)
Total liabilities (12,506) (12,162)
Net assets 37,395 15,127
Equity
Share capital 18 18 70,695 64,016
Share premium 19 19 78,272 58,213
Interest in own shares 20 20 (1,252) (1,456)
Merger reserve 9,200 9,200
Share-based payment reserve 12,557 9,632
Warrant reserve 1,045 317
Retained earnings (133,122) (124,795)
Equity attributable to owners of the Parent 37,395 15,127
The financial statements on pages 39 to 68 were approved by the Board of Directors and authorised for issue on 28 September 2015 and are  
signed on its behalf by: 
Hank Uberoi
Chief Executive Officer  41
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
Company Statement of Financial Position
As at 30 June 2015
Notes
2015  
£’000
2014  
£’000
Assets
Non-current assets
Intangible assets 11 11 1,939 1,662
Property, plant and equipment 12 12 605 166
Investments 13 13 6,072 6,047
8,616 7,875
Current assets
Trade and other receivables 14 14 8,816 3,802
Cash and cash equivalents 15 15 23,227 5,847
32,043 9,649
Total assets 40,659 17,524
Liabilities
Current liabilities
Trade and other payables 16 16 (1,869) (1,421)
(1,869) (1,421)
Non-current liabilities
Contingent consideration 27 27 (3,292) (2,489)
(3,292) (2,489)
Total liabilities (5,161) (3,910)
Net assets 35,498 13,614
Equity
Share capital 18 18 70,695 64,016
Share premium 19 19 78,272 58,213
Interest in own shares 20 20 (1,151) (1,355)
Merger reserve 9,200 9,200
Share-based payment reserve 12,557 9,632
Warrant reserve 1,045 317
Retained earnings (135,120) (126,409)
Equity attributable to owners of the Parent 35,498 13,614
The financial statements on pages 39 to 68 were approved by the Board of Directors and authorised for issue on 28 September 2015 and are  
signed on its behalf by: 
Hank Uberoi 
Chief Executive Officer  42
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
Consolidated Statement of Cashflows
For the year ended 30 June 2015
Notes
2015  
£’000
2014  
£’000
Net cash used in operating activities 25 25 (2,903) (4,356)
Investing activities
Purchase of property, plant and equipment (757) (244)
Capitalised intangible fixed assets (1,916) (1,110)
Purchase of trade investment (25) (225)
Subsidiary acquired net of cash received – (1,841)
Net cash used in investing activities (2,698) (3,420)
Financing activities
Proceeds on issuance of ordinary shares (net of costs paid) 26,567 1,531
Proceeds on exercise of warrants – 1,934
Proceeds on exercise of options through Joint Share Ownership Plan 112 483
Repayment of loan (344) (130)
Net cash from financing activities 26,335 3,818
Net increase/(decrease) in cash and cash equivalents 20,734 (3,958)
Cash and cash equivalents at the beginning of the year 9,461 13,419
Cash and cash equivalents at the end of the year 30,195 9,461 43
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
Company Statement of Cashflows
For the year ended 30 June 2015
Notes
2015  
£’000
2014  
£’000
Net cash used in operating activities 25 25 (7,372) (6,784)
Investing activities
Purchase of property, plant and equipment (725) (176)
Capitalised intangible fixed assets (1,177) (958)
Investment in subsidiary – (3,331)
Purchase of trade investment (25) (225)
Net cash used in investing activities (1,927) (4,690)
Financing activities
Proceeds on issuance of ordinary shares (net of costs paid) 26,567 1,531
Proceeds on exercise of warrants – 1,934
Proceeds on exercise of options through Joint Share Ownership Plan 112 483
Net cash from financing activities 26,679 3,948
Net increase/(decrease) in cash and cash equivalents 17,380 (7,526)
Cash and cash equivalents at the beginning of the year 5,847 13,373
Cash and cash equivalents at the end of the year 23,227 5,847 44
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
Consolidated Statement of Changes in Equity
For the year ended 30 June 2015
Attributable to owners of the Parent
Share  
capital  
£’000
Share  
premium  
£’000
Interest  
in own  
shares  
£’000
Merger  
reserve  
£’000
Share-
based 
payment 
reserve  
£’000
Warrant 
reserve  
£’000
Retained 
earnings  
£’000
Total  
£’000
Balance at 30 June 2013 61,587 57,020 (1,910) 9,200 8,980 914 (120,102) 15,689
Loss for the year, being total comprehensive  
income for the year – – – – – – (6,700) (6,700)
Transactions with owners
– exercise of share options 610 950 454 – (1,093) – 1,093 2,014
– employee share options charge – – – – 1,745 – – 1,745
– warrants 1,759 175 – – – (597) 914 2,251
Issue of ordinary shares 60 68 – – – – – 128
Total transactions with owners of the parent,  
recognised directly in equity 2,429 1,193 454 – 652 (597) (4,693) (562)
Balance at 30 June 2014 64,016 58,213 (1,456) 9,200 9,632 317 (124,795) 15,127
Loss for the year, being total comprehensive  
income for the year – – – – – – (8,691) (8,691)
Transactions with owners
– exercise of share options 101 63 204 – (364) – 364 368
– employee share options charge – – – – 3,289 – – 3,289
– warrants – – – – – 728 – 728
Issue of ordinary shares 6,578 20,295 – – – – – 26,873
Cost of share issues – (299) – – – – – (299)
Total transactions with owners of the parent,  
recognised directly in equity 6,679 20,059 204 – 2,925 728 (8,327) 22,268
Balance at 30 June 2015 70,695 78,272 (1,252) 9,200 12,557 1,045 (133,122) 37,395
Merger Reserve 
The merger reserve represents the premium attributable to shares issued in consolidation of the costs of acquisition of subsidiaries in prior years.
Share-based Payment Reserve
The share-based payment reserve represents the cumulative charge to date in respect of unexercised share options at the balance sheet date.
Warrant Reserve
The warrant reserve represents the cumulative charge to date in respect of unexercised share warrants at the balance sheet date.
Retained Earnings
The retained earnings represent the cumulative profit and loss net of distribution to owners. 45
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
Company Statement of Changes in Equity
For the year ended 30 June 2015
Attributable to owners of the Parent
Share  
capital  
£’000
Share  
premium  
£’000
Interest  
in own  
shares  
£’000
Merger  
reserve  
£’000
Share-
based 
payment 
reserve  
£’000
Warrant 
reserve  
£’000
Retained 
earnings  
£’000
Total  
£’000
Balance at 30 June 2013 61,587 57,020 (1,809) 9,200 8,980 914 (120,184) 15,708
Loss for the year, being total comprehensive  
income for the year – – – – – – (8,232) (8,232)
Transactions with owners
– exercise of share options 610 950 454 – (1,093) – 1,093 2,014
– employee share options charge – – – – 1,745 – – 1,745
– warrants 1,759 175 – – – (597) 914 2,251
Issue of ordinary shares 60 68 – – – – – 128
Total transactions with owners of the parent,  
recognised directly in equity 2,429 1,193 454 – 652 (597) (6,225) (2,094)
Balance at 30 June 2014 64,016 58,213 (1,355) 9,200 9,632 317 (126,409) 13,614
Loss for the year, being total comprehensive  
income for the year – – – – – – (9,075) (9,075)
Transactions with owners
– exercise of share options 101 63 204 – (364) – 364 368
– employee share options charge – – – – 3,289 – – 3,289
– warrants – – – – – 728 – 728
Issue of ordinary shares 6,578 20,295 – – – – – 26,873
Cost of share issues – (299) – – – – – (299)
Total transactions with owners of the parent,  
recognised directly in equity 6,679 20,059 204 – 2,925 728 (8,711) 21,884
Balance at 30 June 2015 70,695 78,272 (1,151) 9,200 12,557 1,045 (135,120) 35,498 46
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
Notes to the Financial Statements
For the year ended 30 June 2015
1. General Information
Earthport plc is a public limited company incorporated and domiciled in England and Wales under the Companies Act 2006. The address of its principal  
place of business and registered office is 21 New Street, London EC2M 4TP. The nature of the Group’s operations and its principal activities are set out  
in the Directors’ Report on pages 28 to 35.
2. Going Concern
The Directors believe that the Group has demonstrated further progress in achieving its objective of positioning itself as an infrastructure supplier to  
the global payments industry. During the year, the Group raised gross proceeds of £26.6 million (net £26.3 million) through the placing and subscription 
of 65 million ordinary shares and £0.26 million in relation to exercise of employees share options. The Directors have prepared a cash flow forecast covering 
a period extending beyond 12 months from the date of these financial statements after taking account of anticipated overhead costs and revenue. Therefore, 
the Directors consider that it is appropriate to prepare the Group’s financial statements on a going concern basis, which assumes that the Group is to continue 
in operational existence for the foreseeable future.
3. Accounting Policies
Basis of accounting
The financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and the 
requirement of the Companies Act applicable to companies reporting under IFRS.
The financial statements have been prepared under the historical cost convention and the principal accounting policies are set out below:
Company Statement of Comprehensive Income
As permitted by s.408 Companies Act 2006, the Company has not presented its own Statement of Comprehensive Income. The Company’s loss for the 
financial year was £9,075,000 (FY 2014: £8,232,000).
New and amended standards adopted by the Group
The following standards have been adopted in these financial statements and the Directors do not consider that there was any material impact:
• IAS 16 and IAS 38 Property, Plant and Equipment and Intangible Assets Amendments resulting from Annual Improvements
• IAS 24 Related Party Disclosures. Amendments resulting from Annual Improvements
• IAS 32 Offsetting Financial Assets and Financial Liabilities. The amendments provide additional guidance in respect of offsetting financial instruments and 
therefore changes have also been made to IFRS 7
• IFRS 3 Business Combinations. Amendments resulting from annual Improvements 
• IFRS 8 Operating Segments. Amendments resulting from Annual Improvements
• IFRS 12 Disclosure of interests in other entities. Amendments for investment entities
• IFRS 9 Financial Instruments. IAS 39 will be replaced by this standard over 3 phases. IFRS 9 specifies how an entity should classify and measure financial 
assets, including some hybrid contracts plus requirements on accounting for financial liabilities
At the date of approval of these financial statements, the following principal standards and interpretations which were in issue but not yet effective:
• IFRS 9 – Financial Instruments
• IFRS 10 and IAS 28 Amendments: Sale or Contributions of Assets between an Investor and its Associate or Joint Venture
• IFRS 10, IFRS 12 and IAS 28: Amendments: Investment Entities: Applying the Consolidation of Exception
• IFRS 11 Amendments: Accounting for Acquisitions of Interests in Joint Operations
• IFRS 15 Revenue from Contracts with Customers
• IAS 1 Amendments: Disclosure initiative
• IAS 16 and IAS 38 Amendments: Clarification of Acceptable Methods of Depreciation and Amortisation
• IAS 27 Amendments: Equity Method in Separate Financial Statements
The Directors do not anticipate that the adoption of these standards and interpretations will have a significant impact on the financial statements of  
the Group.
There were no other standards or interpretations, which were in issue but not yet effective at the date of authorisation of these financial statements,  
that the Directors anticipate will have a material impact on the financial statements of the Group.
Basis of consolidation
The Group financial statements consolidate the financial statements of Earthport plc and all of its subsidiaries for the year ended 30 June 2015. The results  
of subsidiaries acquired or sold are included in the Group financial statements from the date control passes, until control ceases. Profits and balances arising 
on trading between Group companies are excluded from the financial statements. All companies in the Group make up their financial statements to the 
same date. 47
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
3. Accounting Policies continued
Revenue recognition
Revenue from client transactions is recognised on completion of the transactions as they occur. Revenue from Foreign Exchange represents the gross  
value of the Foreign Exchange currency transaction including transaction fee less the cost of purchasing the currency relating to such transaction. Revenue  
is recognised after receiving the client’s authorisation. Where the Group enters into contracts with its clients, it also enters into matched contracts with  
its bankers. Revenue from client implementation and consultancy is recognised as the services are performed. In the normal course of business, certain 
balances arise which are not allocable to any client. Efforts are made to allocate such balances. If such balances remain unallocated for a period of at least 
six months, then in accordance with client contracts they are recognised as revenue.
Adjusted gross profit
Adjusted gross profit is defined as gross profit before warrant charge.
Adjusted operating loss
Adjusted operating loss is defined as operating loss before share-based payments charge, acquisition costs and unrealised fair value adjustments.
Foreign currency translation
The functional and presentational currency of the parent company and its subsidiaries is the UK Pound Sterling. Transactions in foreign currencies are 
recorded at the rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate  
of exchange ruling at the balance sheet date and exchange differences taken to the income statement.
Share-based payments and warrants
The Group offers Executive and employee share schemes. For all grants of share options and warrants, the fair value as at the date of grant is calculated 
using an option pricing model and the corresponding expense is recognised either in the income statement or within equity over the vesting period. The 
expense of options granted is recognised as a staff cost and the associated credit is made against equity and included in the share-based payment reserve. 
The fair value of warrants granted in respect of equity fundraising activities is offset against the share premium account.
Current and deferred income tax
Current tax is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date and any 
adjustments to tax payable in respect of previous years.
Deferred tax expected to be payable or recoverable on differences at the balance sheet date between the tax bases and liabilities and their carrying amounts for 
financial reporting purposes is accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and 
deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible differences can be utilised.
Deferred tax is calculated at the rates of taxation which are expected to apply when the deferred tax asset or liability is realised or settled based on the 
rates of taxation enacted or substantively enacted at the balance sheet date. Deferred tax is measured on an undiscounted basis.
Impairment of assets
IFRS requires management to undertake an annual test for impairment of assets with indefinite lives, including goodwill and, for assets with finite lives,  
to test for impairment if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Impairment testing is an area involving management judgement, requiring assessment as to whether the carrying value of assets can be supported by the 
fair value less cost to sell or net present value of future cash flows derived from such assets using cash flow projections which have been discounted at an 
appropriate rate. In calculating the net present value of the future cash flows, certain assumptions are required to be made in respect of highly uncertain 
matters including management’s expectations of growth and discount rates. Changing the assumptions selected by management could significantly affect 
the Group’s impairment evaluation and hence results.
Intangible assets
Development costs are only recognised as an intangible asset if each of the following conditions have been met:
• It is technically feasible to complete the asset so that it will be available for use
• It is reasonably expected that the asset is likely to generate net future economic benefits
• Development costs in relation to the asset can be reliably measured
• Management intends to complete the asset and use or sell it
Where no intangible asset can be recognised, development expenditure is treated as expenditure in the period in which it is incurred.
Intangible assets acquired in a business combination and recognised separately from goodwill, including customer list and online system, are initially 
recognised at their fair value at the acquisition date. 48
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
3. Accounting Policies continued
Intangible assets continued
Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation. Amortisation  
is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each 
reporting period. The principal annual amortisation rates are as follow:
Development costs   4 years
Online system   3 – 5 years
Customer relationships  10 years
Property, plant and equipment and depreciation
Property, plant and equipment are stated at cost less depreciation and provision for impairment. Depreciation is provided at rates calculated to write down 
assets to their estimated residual values over their expected useful life as follows:
Leasehold improvements: short lease – straight-line per annum over lease term
Fixture, fittings and equipment  – 20% – 33% straight-line per annum
Computer equipment   – 33% straight-line per annum
The carrying values of property, plant and equipment are reviewed for impairment annually and when events or changes in circumstances indicate that the 
carrying value may be impaired. Any impairment is taken direct to the income statement.
Goodwill
Goodwill on consolidation, being the excess of the purchase price over the fair value of the net assets of subsidiary undertakings at the date of acquisition, 
is capitalised in accordance with IFRS 3 Business combinations. Goodwill is tested annually for impairment, or more frequently when there is an indication 
that goodwill may be impaired. Goodwill is carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed in a 
subsequent period.
Leasing
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Rentals payable 
under operating leases are charged against income on a straight-line basis over the lease term.
Pensions
The Group offers a stakeholder pension scheme to all employees and the contributions are charged to the income statement as they are incurred.
Financial risk management and financial instruments
Financial assets and liabilities are recognised in the Group’s balance sheet when the Group becomes party to the contractual provisions of the instrument. 
Where the Group has a legal right of set off and a practice of settling transactions on a net basis with counterparties, financial assets and liabilities for these 
counterparties are shown on a net basis within the statement of financial position.
The Group’s principal financial instruments comprise unsecured short-term creditors, cash, short-term deposits and loans. The main purpose of these financial 
instruments is to finance the Group’s operations, including any acquisitions where relevant. The Group has various other financial instruments, such as trade 
receivables and trade payables that arise directly from its operations.
It is the Group’s policy that no trading in financial instruments is undertaken. The Group borrows at both fixed and floating rates of interest. The Group’s 
policy in relation to the finance is to ensure that sufficient liquid funds are maintained for operations.
Trade receivables are initially measured at fair value and subsequently at amortised cost using the effective interest rate method, if material. Appropriate 
allowances for estimated irrecoverable amounts are recognised in profit or loss when there is evidence that the asset is impaired.
Cash and cash equivalents comprise cash in hand, demand deposits and other short-term highly liquid investments that are readily converted into a known 
amount of cash and are subject to insignificant changes in value.
Trade payables are initially measured at fair value and subsequently at amortised cost using the effective interest rate method, if material.
Notes to the Financial Statements continued
For the year ended 30 June 2015 49
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
3. Accounting Policies continued
Derivative financial instruments
Derivative financial instruments are recognised on the Group’s Statement of Financial Position when the Group becomes a party to the contractual provisions of 
the instrument. The instrument is derecognised from the Statement of Financial Position when the contractual rights or obligations arising from the instruments 
expire or are extinguished.
Derivative financial instruments are recognised at fair value. The gain or loss on re-measurement to fair value is recognised immediately in the  
income statement.
Employee benefit trust
Shares to be awarded, and those that have been awarded, but have yet to vest unconditionally are held at cost by an employee benefit trust and shown as  
a deduction from equity shareholders’ funds in the Group balance sheet and included in a separate, negative reserve described as an interest in own shares.
Exceptional items
Exceptional items are disclosed separately because of their size or nature.
Significant judgements and estimates:
Capitalisation of development costs
In determining whether development costs should be capitalised, the Directors make estimates and assumptions based on the ability to reliably measure 
the costs and on the expected future economic benefits generated by products that are the result of these development costs. It is the Directors’ judgement 
that currently costs and future economic benefit can be measured with sufficient reliability to capitalise these cost at this time.
Share-based payments and warrants
Recognition and measurement of share-based payments require estimation of the fair value of awards at the date of grant. Judgement is also exercised 
when estimating the number of awards that will ultimately vest. Both of these judgements have a significant impact on the amounts recognised in the 
profit or loss and in the statement of financial position. To assist in determining each award’s fair value, the Directors engaged an independent valuation 
expert. Estimation of the number of awards that will ultimately vest and the timing of vesting is based on management’s best estimates, taking into 
account current projections reviewed by the Board. Warrants charge was recognised with in cost of sales due to the fact that warrants were directly  
related to revenue and the total charge has been taken in accordance with the actual revenue generated.
Available for sale investment
For available-for-sale investments, gains and losses arising from changes in fair value are recognised directly in equity, until the investment is disposed  
of or is determined to be impaired, at which time the cumulative gain or loss previously recognised in equity, determined using the weighted average  
cost method, is included in the net profit or loss for the period. 
Acquisition fair value accounting
Where the Group undertakes business combinations, the cost of the acquisition is allocated to identifiable net assets and contingent liabilities acquired  
and assumed by reference to their estimated fair values at the time of acquisition. The remaining amount is recorded as goodwill. Identifiable net assets  
are valued using external valuation providers and involve an element of judgement related to projected results.
Contingent consideration
IFRS requires management to calculate the contingent consideration related to a business combination according to their best estimate and judgement and  
should disclose contingent liability unless the possibility of an outflow of economic resources is remote. Contingent consideration refers to the present value 
of the consideration payable after 30 June 2016 to ex-Baydonhill shareholders accepted earn out offer during acquisition, if the cumulative adjusted free cash 
flows of Baydonhill for the 3 year period to 30 June 2016 are above £3.55 million or prorated otherwise.
Deferred tax asset
Deferred tax in respect of Baydonhill’s net derivative financial liabilities has been recognised in the year. This deferred tax asset arise on the temporary 
timing differences on a settlement of open contracts at the year end. The tax rates substantively enacted as at 1 April 2015 have been adopted in computing 
the deferred tax asset. 50
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
Notes to the Financial Statements continued
For the year ended 30 June 2015
4. Segment Information
The Group analyses the two business segments operating from the Group’s headquarters in London, UK. As the Group is still evolving, segmenting beyond 
revenue is under review and will be reported in future accounts. This is consistent with the information reviewed by the chief operating decision maker. 
Revenue categories and segmental analysis by location of customers is as follows:
2015  
£’000
2014  
£’000
Transactional* 16,266 9,615
Professional services** 3,001 1,205
19,267 10,820
UK 12,275 7,220
Europe 1,106 557
North America 4,642 2,295
Rest of the world 1,244 748
19,267 10,820
* Revenues related to payment transactions.
** Revenues typically related to providing consulting/development services in relation to acquiring payment transactions.
5. Employees
The average monthly number of persons (including Executive Directors) employed by the Group during the year was:
2015  
Number
2014  
Number
Directors 3 3
Other employees (excluding contractors) 158 141
161 144
Staff costs for the above persons:
2015  
£’000
2014  
£’000
Wages, salaries, commission and other 10,119 7,863
Social security costs 1,125 894
Share-based payment 3,289 1,745
Other pension costs 259 206
Gross staff costs 14,792 10,708
Less: staff costs capitalised (1,177) (977)
Staff costs after capitalisation 13,615 9,731
Of the staff costs shown above, £1,173,000 (FY 2014: £1,006,000) is included in cost of sales.
The above staff costs are exclusive of £1,177,000 (FY 2014: £977,000) which has been capitalised as a development cost during the year. 51
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
5. Employees continued
Basic  
salary  
and fees  
£’000
Compensation  
for loss  
of office  
£’000
Pension  
£’000
Total  
£’000
Directors’ emoluments 2015
Non-Executive Chairman:
P Hickman 65 – – 65
Executive Directors:
H Uberoi* (from March 2015) 53 – – 53
P Thomas (resigned 2 March 2015) 82 30 2 114
C Cowlard 160 – 8 168
S Viswanathan (appointed 15 October 2014) 106 – – 106
Non-Executive Directors:
V Ramgopal 36 – – 36
T Williams 34 – – 34
M Davar 163 – – 163
J Moran 32 – – 32
731 30 10 771
Directors’ emoluments 2014
Non-Executive Chairman:
P Hickman 40 – – 40
Executive Directors:
H Uberoi* – – – –
P Thomas 140 – 7 147
C Cowlard 155 – 8 163
Non-Executive Directors:
V Ramgopal 18 – – 18
T Williams 18 – – 18
M Davar 168 – – 168
J Moran (appointed 11 June 2014) – – – –
539 – 15 554
*  Hank Uberoi received a fixed £7,000 (FY 2014: £7,000) per month towards his expenses including international travel and accommodation that he incurs in relation to Earthport. This has 
been stopped as at 28 February 2015. From that date, all business related expenses were paid through expense claim process according to the Company’s expense claim policy. Included  
in accruals are amounts due to Hank Uberoi of £53,000 (FY 2014: £Nil).
Until January 2015, share Options were awarded to the Non-Executive Directors as part of their remuneration in order to preserve the cash balances in the 
Company. These Options were issued annually between 2010 and 2014 and each tranche vested over a two-year period. None of these awards were linked  
to company performance. As such, the Directors consider Messrs Hickman, Ramgopal, Moran and Williams fulfil the ‘Independence’ criteria.
Defined contribution pension benefits are being accrued for two (FY 2014: two) Directors.
Social security costs in respect of the Directors were £32,000 (FY 2014: £39,000).
The share-based payment charge in respect of the Directors was £2,188,000 (FY 2014: £1,310,000).
Mohit Davar has been issued 150,062 ordinary shares of 10 pence each at an average exercise price of 43 pence each, in lieu of fee for his consultancy 
services to the Board. Included in accruals are amounts due to Mohit Davar of £15,000 (FY 2014: £60,000).
During the year, Chris Cowlard exercised 250,000 options generating a gain of £43,152 (FY 2014: £Nil). 
The Directors are considered to be the key management of the Group.  52
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
Notes to the Financial Statements continued
For the year ended 30 June 2015
6. Finance Income
2015  
£’000
2014  
£’000
Interest receivable 52 18
7. Loss Before Taxation
2015  
£’000
2014  
£’000
Loss before taxation is stated after charging:
Amortisation of intangible assets 1,904 1,247
Depreciation of property, plant and equipment 342 162
Development costs 151 137
Operating leases:
– property 359 322
Fees payable to the Company’s Auditor:
For the statutory audit of the: 
– parent and consolidated financial statements 43 40
– subsidiary financial statements 30 30
– additional fees in respect of the prior year audit 30 –
Fees payable to associates of the Company’s Auditor:
– for tax compliance 7 10
– for other services 12 2
– corporate finance – 55
8. Administrative Expenses
2015  
£’000
2014  
£’000
Staff and contractor costs 10,913 7,985
Travel and entertainment costs 1,091 721
Professional services costs 1,281 779
Sales and marketing costs 514 259
IT operational costs 1,469 998
Other operational costs 432 596
Other overheads 1,995 1,623
Depreciation of property, plant and equipment 342 162
Amortisation of intangible assets 1,904 1,247
19,941 14,370
Cost of sales includes bank transaction charges and sales commission.  53
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
9. Income Tax (income)/Expense
2015  
£’000
2014  
£’000
Current tax charge/(credit) 4 –
Deferred tax charge/(credit) 84 371
R&D tax (credit) received (106) –
(18) 371
Factors affecting the tax charge for the year:
Loss before taxation (8,709) (6,329)
Loss before tax multiplied by effective standard rate of corporation tax in the UK of 21% (FY 2014: 25.5%) (1,829) (1,424)
Tax effect of:
Expenses not deductible for tax purposes 5 5
Temporary differences not recognised for deferred tax purposes 14 14
Share-based payment charge not recognised for deferred tax purposes 397 393
Losses not recognised for deferred tax purposes 1,395 1,383
Tax charge for the year (18) 371
No deferred tax asset has been recognised in relation to trading loss carried forward of £92 million (FY 2014: £83 million) due to the uncertainty over the 
timing of it’s recovery.
10. Loss Per Share
The loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in 
issue during the year.
2015  
£’000
2014  
£’000
Loss attributable to equity shareholders of the Company (8,691) (6,700)
2015  
Number
2014  
Number
Weighted average number of ordinary shares in issue (thousands) 461,444 388,817
Less: own shares held (thousands) (7,113) (8,319)
454,331 380,498
2015 2014
Basic and fully diluted loss per share (pence) (1.91p) (1.76p)
The loss attributable to ordinary shareholders and weighted average number of ordinary shares for the purposes of calculating the diluted loss per share are 
identical to those used for basic loss per ordinary share. This is because the exercise of share options and other benefits would have the effect of reducing 
loss per share and is therefore not dilutive under the terms of IAS 33, Earnings Per Share. 54
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
Notes to the Financial Statements continued
For the year ended 30 June 2015
11. Intangible Assets
Group
Development 
costs  
£’000
Online  
system  
£’000
Customer 
relationships 
£’000
Total  
£’000
Cost
At 1 July 2013 1,784 – – 1,784
Additions 958 172 – 1,130
Acquisition of subsidiary – 1,960 3,223 5,183
At 30 June 2014 2,742 2,132 3,223 8,097
Additions 1,177 649 90 1,916
At 30 June 2015 3,919 2,781 3,313 10,013
Amortisation 
At 1 July 2013 456 – – 456
Amortisation for the year 624 408 215 1,247
At 30 June 2014 1,080 408 215 1,703
Amortisation for the year 900 676 328 1,904
At 30 June 2015 1,980 1,084 543 3,607
Net book value
At 30 June 2015 1,939 1,697 2,770 6,406
At 30 June 2014 1,662 1,724 3,008 6,394
At 30 June 2013 1,328 – – 1,328
Development costs
Company
2015  
£’000
2014  
£’000
Cost
At 1 July 2,742 1,784
Additions – internally developed 1,177 958
At 30 June 3,919 2,742
Amortisation 
At 1 July 1,080 456
Amortisation for the year 900 624
At 30 June 1,980 1,080
Net book value at 30 June 1,939 1,662
Amortisation for all years is included in administrative expenses in the income statement. 55
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
12. Property, Plant and Equipment
Group
Computer 
equipment 
£’000
Fixtures  
fittings and 
equipment 
£’000
Short leasehold 
improvement 
£’000
Total  
£’000
Cost
At 1 July 2013 472 70 77 619
Additions 161 83 – 244
Acquisition of subsidiary 25 69 – 94
At 30 June 2014 658 222 77 957
Additions 662 95 – 757
At 30 June 2015 1,320 317 77 1,714
Depreciation
At 1 July 2013 393 32 76 501
Charge for the year 120 41 1 162
At 30 June 2014 513 73 77 663
Charge for the year 282 60 – 342
At 30 June 2015 795 133 77 1,005
Net book value
At 30 June 2015 525 184 – 709
At 30 June 2014 145 149 – 294
At 30 June 2013 79 38 1 118
Company
Computer  
equipment  
£’000
Fixtures  
fittings and  
equipment  
£’000
Short  
leasehold  
improvement  
£’000
Total  
£’000
Cost
At 1 July 2013 472 70 77 619
Additions 133 43 – 176
At 30 June 2014 605 113 77 795
Additions 633 92 – 725
At 30 June 2015 1,238 205 77 1,520
Depreciation
At 1 July 2013 393 32 76 501
Charge for the year 106 21 1 128
At 30 June 2014 499 53 77 629
Charge for the year 256 30 – 286
At 30 June 2015 755 83 77 915
Net book value
At 30 June 2015 483 122 – 605
At 30 June 2014 106 60 – 166
At 30 June 2013 79 38 1 118
Depreciation for all years is included in administrative expenses in the income statement. 56
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
Notes to the Financial Statements continued
For the year ended 30 June 2015
13. Investments
Group
2015  
£’000
2014  
£’000
Available for sale investment 250 225
This is a trade investment with an option to take an equity stake in the future and licensing rights to technologies that will assist business development.
Company
Total  
£’000
Cost
At 1 July 2013 11,074
Additions 6,045
At 30 June 2014 17,119
Additions 25
At 30 June 2015 17,144
Depreciation
At 1 July 2013 11,072
Impairment for the year –
At 30 June 2014 11,072
Impairment for the year –
At 30 June 2015 11,072
Net book value
At 30 June 2015 6,072
At 30 June 2014 6,047
At 30 June 2013 2
The Company’s subsidiaries are: Country of incorporation 
Nature of  
business Holding 
EnsurePay Limited England and Wales Dormant 100% 
Earthport Enterprises Limited England and Wales Dormant 100% 
Earthport Newco Limited England and Wales Dormant 100% 
Travelpay Limited England and Wales Dormant 100% 
Mobilepay Limited England and Wales Dormant 100% 
Earthport Middle East Limited England and Wales Dormant 100% 
Earthport Asiapac Limited England and Wales Dormant 100% 
Zabadoo.com Limited England and Wales Dormant 100% 
Epal Limited England and Wales Dormant 100% 
Earthport USA Limited England and Wales Dormant 100% 
Earthport North America Inc. United States of America Sales support 100% 
Baydonhill Limited England and Wales FX Services 100% 
Dormant subsidiaries are exempt from audit under S479A of CA2006.
14. Trade and Other Receivables
Group Company
2015  
£’000
2014  
£’000
2015  
£’000
2014  
£’000
Trade receivables 6,464 6,427 1,756 819
Other receivables 1,098 472 1,009 395
Amount due from subsidiary undertakings – – 5,512 2,180
Prepayments 767 569 539 408
At 30 June 8,329 7,468 8,816 3,802 57
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
14. Trade and Other Receivables continued
Trade receivables amounted to £6,464,000 (2014: £6,427,000), net of a provision of £100,000 (FY 2014: £129,000) for impairment. There were no provisions 
in the Company accounts. Movement on the Group provisions for impairment were as follows:
2015  
£’000
2014  
£’000
At 1 July 129 –
Provision for impairment – 161
Receivables written off during the year (29) (32)
At 30 June 100 129
The average credit period taken on sales of services is 30 days (2014: 27 days). No interest is charged on overdue balances. The Directors consider that the 
carrying amount of trade receivables approximates their fair value.
15. Cash and Cash Equivalents
Group Company
2015  
£’000
2014  
£’000
2015  
£’000
2014  
£’000
Cash at bank and in hand 30,195 9,461 23,227 5,847
Cash and cash equivalents comprise cash held by the Group and short–term bank deposits with an original maturity of three months or less. The carrying 
amount of these assets approximates their fair value.
16. Trade and Other Payables
Group Company
2015  
£’000
2014  
£’000
2015  
£’000
2014  
£’000
Trade payables 3,662 5,200 699 355
Other payables 4 2 4 2
Amount due to subsidiary undertakings – – 1 1
Other taxation and social security 356 292 183 166
Accruals 1,689 1,729 982 897
At 30 June 5,711 7,223 1,869 1,421
Trade payables and accruals principally comprise amounts outstanding in respect of operating costs. The average credit period taken for trade purchases  
is 33 days (FY 2014: 35 days). The Directors consider that the carrying amounts for trade and other payables and accruals approximate their fair value.
17. Deferred Tax
Deferred tax asset
2015  
£’000
2014  
£’000
At 1 July 541 –
Acquisition of subsidiary – 1,032
Deferred tax charge released to income statement (214) (491)
At 30 June 327 541 58
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
Notes to the Financial Statements continued
For the year ended 30 June 2015
17. Deferred Tax continued
Deferred tax liability
2015  
£’000
2014  
£’000
At 1 July (867) –
Acquisition of subsidiary – (987)
Deferred tax credit released to income statement 130 120
At 30 June (737) (867)
Deferred tax liabilities (net) (410) (326)
The gross movement on the deferred tax is as follows:
2015  
£’000
2014  
£’000
At 1 July (326) –
Acquisition of subsidiary – 45
Accelerated capital allowances 92 –
Tax losses relieved during the year (541) (491)
Deferred tax credit released to the income statement 130 120
Tax credit on net derivative financial liabilities 235 –
At 30 June (410) (326)
The deferred tax reconciliation on category basis of assets and liabilities is as follows:
Deferred tax assets
Accelerated 
Capital 
Allowances 
£’000
Tax  
Losses  
£’000
Net Derivative 
Financial 
Liabilities  
£’000
Total  
£’000
At 1 July 2013 – – – –
Acquisition of subsidiary – 1,032 – 1,032
(Charged)/credited to the income statement – (491) – (491)
At 30 June 2014 – 541 – 541
Credited/(charged) to the income statement 92 (541) 235 (214)
At 30 June 2015 92 – 235 327
Deferred tax liabilities
Intangible 
Assets arising 
on Acquisition 
£’000
Total  
£’000
At 1 July 2013 – –
Acquisition of subsidiary (987) (987)
Credited to the income statement 120 120
At 30 June 2014 (867) (867)
Credited to the income statement 130 130
At 30 June 2015 (737) (737)
The potential deferred tax asset arising on the cumulative losses carried forward is £ 18.4 million (FY 2014: £16.6 million) has not been recognised owning to 
uncertainty as to its recoverability. 59
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
18. Share Capital
Authorised
The Articles of Association were amended on 24 March 2010. The Company has no authorised share capital limit.
Issued
2015  
£’000
2014  
£’000
At start of year: 409,572,414 (FY 2014: 385,283,294) ordinary shares of 10p each 40,957 38,528
Shares issued in the year: 66,792,001 (FY 2014: 6,703,240) ordinary shares of 10p each 6,679 670
Exercise of warrants: £Nil (FY 2014: 17,585,880) ordinary shares of 10p each – 1,759
At end of year: 476,364,415 (FY 2014: 409,572,414) ordinary shares of 10p each 47,636 40,957
307,449,792 deferred shares of 7.5p each 23,059 23,059
At end of year 70,695 64,016
During the year to 30 June 2015 a total of 65,136,464 (FY 2014: Nil) ordinary shares of 10 pence each were issued to investors amounting to £26,611,000  
(FY 2014: £Nil), a total of 1,005,570 (FY 2014: 6,102,958) ordinary shares of 10 pence each were issued in relation to exercise of employees share options 
amounting to £255,000 (FY 2014: £1,531,000), further 649,967 (FY 2014: 600,282) shares of 10 pence each were issued in lieu of fees amounting to £263,000 
(FY 2014: £128,000). During the year to 30 June 2015, Nil (FY 2014: 17,585,880) ordinary shares of 10 pence each were issued against warrants amounting to 
£Nil (FY 2014: £1,934,000).
Deferred shares carry no rights to receive any dividend or other distribution. The holders of the deferred shares have no rights to receive notice, attend, 
speak or vote at any general meeting of the Company. On a return of capital on liquidation or otherwise, the holders of the deferred shares are entitled  
to receive the nominal amount paid up on the deferred shares after the repayment of £10,000,000 per ordinary share.
The following share issues were completed during the year:
Number  
of shares 
issued
Average 
price in 
pence
Total  
premium  
£
2015
August 2014 841,236 23.87 200,778
September 2014 65,196,464 30.84 20,105,999
October 2014 40,000 19.00 7,600
November 2014 145,000 15.00 21,750
April 2015 569,301 20.03 114,019
66,792,001 20,450,146
2014
December 2013 3,765,530 2.63 99,124
March 2014 3,933,333 15.00 590,000
April 2014 1,742,796 15.00 261,419
May 2014 426,828 16.24 69,304
June 2014 14,420,632 1.00 144,206
24,289,119 1,164,053
Transaction costs amounting to £299,000 (FY 2014: £Nil) in regard to issue of shares were deducted from equity and charged against the share premium account. 
During the year no (FY 2014: 36,601,913) warrants were granted. A warrant charge of £728,000 (FY 2014: £317,000) was recognised within cost of sales due 
to the fact that warrants were directly related to revenue. The total warrant charge has been spread over 60 months but the charge for the year has been 
taken in proportion to the actual revenue generated. 60
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
Notes to the Financial Statements continued
For the year ended 30 June 2015
18. Share Capital continued
Last date when exercisable
Exercise  
price
Number of  
warrants  
outstanding  
at 1 July
Granted  
number
Exercised  
number
Number of  
warrants  
outstanding  
at 30 June
2015
17 December 2018 0.310 19,264,165 – – 19,264,165
17 June 2021 0.242 17,337,748 – – 17,337,748
36,601,913 – – 36,601,913
2014
31 December 2014 0.110 17,585,880 – (17,585,880) –
17 December 2018 0.310 – 19,264,165 – 19,264,165
17 June 2021 0.242 – 17,337,748 – 17,337,748
17,585,880 36,601,913 (17,585,880) 36,601,913
Warrants
2015 2014
Weighted average share price 24.12p 24.12p
Weighted average exercise price 28p 28p
Volatility 60.64% 60.64%
Expected life 60 months 60 months
Risk-free rate 0.49% 0.49%
Expected dividend yield 0% 0%
Earthport plc signed a multi-year agreement with Bank of America Merrill Lynch in December 2013, commercial terms included minimum revenue of $11.3 
million. Earthport granted warrants at a strike price of £0.242 per ordinary share over 17.3 million new ordinary shares to Bank of America Merrill Lynch, 
exercisable if this minimum revenue level is achieved. They may receive additional warrants over a further maximum of 19.3 million new ordinary shares  
at a strike price of £0.31 if they deliver payment revenues to Earthport that materially exceed the minimums under the commercial contract.
Volatility was determined by calculating the historical volatility of the Company’s share price over the 60 months prior to the date of grant. The expected life 
used in the model has been based on management’s best estimates for the effects of transferability, exercise restrictions and behavioural considerations.
The fully diluted share capital at 30 June 2015 and 2014 may be analysed as follows:
Number of ordinary 10p shares
2015 2014
Shares in issue at 30 June 476,364,415 409,572,414
Employee share options (see note 24) 80,612,523 73,635,155
Warrants 36,601,913 36,601,913
JSOP options included in issued share capital (6,932,837) (8,139,148)
Maximum potential fully diluted number of shares 586,646,014 511,670,334
19. Share Premium
Group and company
2015  
£’000
2014  
£’000
At 1 July 58,213 57,020
New shares 20,295 68
Exercise of warrants – 175
Exercise of options 63 950
Expenses of share issues (299) –
At 30 June 78,272 58,213
The share premium account represents the excess of consideration received for shares issued above their nominal value net of transaction costs. 61
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
20. Interest in Own Shares
Group
2015  
£’000
2014  
£’000
At 1 July (1,456) (1,910)
Exercise of options 204 454
At 30 June (1,252) (1,456)
Company
At 1 July (1,355) (1,809)
Exercise of options 204 454
At 30 June (1,151) (1,355)
Group and Company
2015  
Number
2014  
Number
At 1 July 8,139 10,878
Exercise of options (1,206) (2,739)
At 30 June 6,933 8,139
The interest in shares account represents the acquisition of ordinary shares in the Company for cash consideration by the employee benefit trust and  
joint share ownership plan (JSOP). The purpose of the plan is to incentivise the senior employees and Directors of the Company. During the year 1,206,311 
(FY 2014: 2,739,081) employee share options were exercised through the JSOP. The JSOP holds 6,932,837 (FY 2014: 8,139,148) shares with an exercise price  
of 25 pence per share.
21. Commitments Under Operating Leases
The Group leases its office premises under non-cancellable operating lease agreements. The Group has aggregate future minimum lease payments under 
non-cancellable operating leases as follows:
2015  
£’000
2014  
£’000
Minimum lease payments under operating leases recognised as an expense in the year 359 322
2015  
£’000
2014  
£’000
Within one year 393 359
Between two and five years 340 701
733 1,060
22. Retirement Benefits
The Group offers a stakeholder pension scheme to all employees and all the contributions are charged to the income statement as they are incurred and 
amounted to £259,000 (FY 2014: £206,000). 62
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
Notes to the Financial Statements continued
For the year ended 30 June 2015
23. Related Party Transactions
During the year the Company entered into transactions, in the ordinary course of business, with related parties as set out below:
The Company has a related party relationship with its subsidiaries.
Inter-Company receivables
2015  
£’000
2014  
£’000
Earthport Enterprises Limited 2 2
Earthport North America Inc. 2,417 1,024
Baydonhill Limited 3,093 1,154
5,512 2,180
Inter-Company payables
2015  
£’000
2014  
£’000
Travelpay Limited 1 1
1 1
During the year Earthport North America Inc. charged fees of £687,000 (FY 2014: £386,000) to Earthport plc, and Earthport plc levied interest charges of 
£59,000 (FY 2014: £20,000) on the balance amounting to £3,045,000 (FY 2014: £1,374,000) before off setting inter-company balances at the year-end.
During the year Earthport plc has given an interest free loan of £1.84 million (FY 2014: £1.1 million) to Baydonhill repayable on demand to facilitate the 
increase in credit limit. At 30 June 2015 Baydonhill owe Earthport £0.16 million (FY 2014: £0.054 million) in relation to the inter-company trades.
The remuneration of key management personnel and details of Directors’ emoluments are shown in note 5.
24. Share-based Payments
The Company has a share option scheme for all employees of the Group. Options granted during the financial year 2015 have a weighted average exercise price 
of 18 pence and in the majority of circumstances vest over three years. Option grants, including vesting conditions for Executive Directors, are determined by the 
Remuneration Committee. Of the 9,584,000 options granted during the year, 750,000 were granted with the following vesting conditions:
• Company becomes cash flow positive over two successive quarters
• Company achieves annualised profitability of over £2 million for two successive quarters
• The stock has to be trading above 30 pence
Details of the share options outstanding during the year are as follows:
2015 2014
Number of  
share options 
Weighted 
average 
exercise price 
(£)
Number of  
share options 
Weighted 
average 
exercise price 
(£)
Options at beginning of the year 73,635,155 0.287 71,257,362 0.271
Granted during the year 9,584,000 0.184 14,410,000 0.322
Lapsed during the year (394,751) 0.019 (3,190,167) 0.253
Exercised during the year (2,211,881) 0.167 (8,842,040) 0.228
Outstanding at the end of the year 80,612,523 0.279 73,635,155 0.287
Of the outstanding options at 30 June 2015 36,560,691 (with an exercise price ranging from 0 pence to 32.75 pence) were exercisable (FY 2014: 29,747,823). 
The options outstanding at 30 June 2015 had a weighted average remaining contractual life of six years (FY 2014: six years). The total expense in respect of 
employees share-based payments recognised during the year was £3,289,000 (FY 2014: £1,745,000). 2,211,881 options were exercised in the year ended 
30 June 2015, the weighted average share price at the date of exercise was £0.43 (FY 2014: £0.40). 63
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
24. Share-based Payments continued
The fair value of the options has been calculated using the Black-Scholes Model. The model takes into account the following factors in determining the fair 
value of an option:
Options
2015 2014
Weighted average share price 43.23p 20.57p
Weighted average exercise price 37.45p 32p
Volatility 51.63% 66.2%
Expected life 60 months 70 months
Risk-free rate 1.38% 1.01%
Expected dividend yield 0% 0%
Volatility was determined by calculating the historical volatility of the Company’s share price over the 60 months prior to the date of grant. The expected life 
used in the model has been based on management’s best estimates for the effects of transferability, exercise restrictions and behavioural considerations.
25. Reconciliation of Loss Before Tax to Net Cash Used in Operating Activities
Group
2015  
£’000
2014  
£’000
Loss before tax (8,709) (6,329)
Amortisation of intangible assets 1,904 1,247
Depreciation of property, plant and equipment 342 162
Share-based payment and warrants charge 4,017 2,062
Shares issued in lieu of fee 263 128
R&D tax credit received 106 –
Finance income (52) (18)
Current year tax credit (4) –
Unwinding of discount on deferred consideration 803 –
Operating cash outflow before movements in working capital (1,330) (2,748)
Increase in receivables (1,640) (2,296)
Increase in payables 15 670
Cash used by operations (2,955) (4,374)
Interest received 52 18
Net cash used in operating activities (2,903) (4,356)
Company
2015  
£’000
2014  
£’000
Loss before tax (9,181) (8,232)
Amortisation of intangible assets 900 624
Depreciation of property, plant and equipment 286 128
Share-based payment and warrants charge 4,017 2,062
Shares issued in lieu of fees 263 128
R&D tax credit received 106 –
Finance (income)/costs (105) (35)
Unwinding or discount on deferred consideration 803 –
Operating cash outflow before movements in working capital (2,911) (5,325)
Increase in receivables (5,014) (2,369)
Increase in payables 448 875
Cash used by operations (7,477) (6,819)
Interest received 105 35
Net cash used in operating activities (7,372) (6,784) 64
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
Notes to the Financial Statements continued
For the year ended 30 June 2015
26. Loan
2015  
£’000
2014  
£’000
Group loan – 344
Baydonhill had an outstanding loan amounting to £474,000 which Earthport also attained through the acquisition. The outstanding balance of £344,000 was 
paid during the year.
27. Contingent Consideration
Contingent consideration refers to the present value of the consideration payable after 30 June 2016 to ex-Baydonhill shareholders, who accepted earn out 
offer during acquisition, if the cumulative adjusted free cash flows of Baydonhill as at 30 June 2016 are above £3.55 million or prorated otherwise. The fair 
value of contingent consideration was calculated by independent valuation experts based on the best estimate, provided by the Group, of the probability  
of Baydonhill meeting the Earn Out conditions which were discounted at 15%.
Group
2015  
£’000
2014  
£’000
At 1 July 2,489 –
Acquisition of subsidiary – 2,489
Unwinding of discount 803 –
At 30 June 3,292 2,489
28. Goodwill
Goodwill arising on acquisition of Baydonhill amounts to £2.7 million and is not subject to amortisation but is tested annually for impairment. For the purpose  
of impairment test, goodwill is allocated to Baydonhill (the only separable cash-generating unit) that is expected to benefit from the synergies of combination.
2015  
£’000
2014  
£’000
Cost and net book value
At 1 July 2,709 –
Acquisition of subsidiary – 2,709
At 30 June 2,709 2,709
The value in use calculation includes estimates about the future financial performance of the CGU. The cash flow projections cover ten years based on 
management approved financial budgets for the first year, and reflect management’s expectations of the medium-term operating performance of the  
CGU and its growth prospects for the subsequent years. 
The key assumptions in the value in use calculations are the revenue growth rates which directly influence the forecasted operating cash flows, as well as 
the discount rate applied. In determining the key assumption, management have taken in to account the current economic climate and the resulting impact 
on expected growth and discount rates, as applicable to the Group’s business and industry.
CGU
Long-term growth rate 2.25%
Discount rate 15%
Medium-term growth rate 20%
29. Exceptional Items
Acquisition costs amounting to £Nil (FY 2014: £0.44 million) are related to the legal and professional services received by the Group in order to facilitate the 
acquisition of Baydonhill.
In accordance with IAS 39, Group fair valued its client’s contracts and all currency bank accounts as at spot rate. The revaluation of debtors, creditors and 
currency segregated accounts gave rise to a Foreign Exchange gain of £1.1 million (FY 2014: £3.4 million). All client contracts are covered with bank contracts 
and as a result, the revaluation of the bank contracts generated a net derivative loss of £0.75 million (FY 2014: £1.1 million). These gains and losses would 
only crystallise in the unlikely event that any party of the transaction would default. 65
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
29. Exceptional Items continued
2015  
£’000
2014  
£’000
Unrealised fair value adjustment
Foreign Exchange gain 1,093 3,437
Fair value (loss) on derivatives (748) (1,163)
Total 345 2,274
30. Financial Instruments
The Group has historically financed itself through equity.
Pursuant to becoming authorised by Financial Conduct Authority (FCA) as a Payment Institution (PI), the Group has been required to remain ‘capital 
adequate’. Capital Adequacy in this regard amounts to maintaining shareholders’ fund equivalent to at least 10% of 12 months of operating costs.  
Since becoming authorised as a PI, the Group has maintained capital adequacy.
The Group’s financial instruments comprise cash and various items arising directly from its operations, such as trade receivables and trade payables.  
The main purpose of these financial instruments is to provide working capital for the Group. The Group’s policy is to obtain a high rate of return on its  
cash balances, subject to having sufficient resources to manage the business on a day-to-day basis and not exposing the Group to unnecessary risk.
Risk management policies
The Group’s finance function is responsible for procuring the Group’s capital resources and maintaining an efficient capital structure, together with managing 
the Group’s liquidity, Foreign Exchange and interest exposures.
All treasury operations are conducted within strict policies and guidelines that have been approved by the Directors.
Credit risk
Credit risk is the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. Maximum credit risk at 30 June 2015 
was as follows:
Group Company
2015  
£’000
2014  
£’000
2015  
£’000
2014  
£’000
Trade and other receivables 7,562 6,899 8,277 3,394
Derivative financial assets 976 197 – –
Cash and cash equivalents 30,195 9,461 23,227 5,847
38,733 16,557 31,504 9,241
Before accepting a new customer, the Group assesses each potential customer’s credit quality and risk. Customer contracts are drafted to reduce any 
potential credit risk to the Group. Where appropriate the customer’s recent financial statements are reviewed.
The trade receivables balances predominantly represent amounts not yet due under forward contracts. There is a possibility that if a forward contract fails to 
deliver, the market loss may exceed the deposit held from the customer. The mark to market position of outstanding forward contracts is monitored regularly  
and for the majority of customers there is an option to make a margin call.
The amount of trade receivables is presented in the balance sheet net of allowances for doubtful receivables. An allowance for impairment is made where a 
review of overdue accounts indicates circumstances, based on previous experience, where there might be a reduction in the recoverability of the cashflows.
There are no significant credit risks arising from financial assets that are neither past due nor impaired.
Cash and cash equivalents are held at banks with high credit ratings assigned by international credit-rating agencies. Cash and cash equivalents comprise 
cash held by the Group and Company and short-term bank deposits with an original maturity of three months or less. Cash and cash equivalents do not 
include client segregated accounts as the Group uses the offsetting model (IAS 32 Financial Instruments: Presentation).
The Group has no significant concentration of credit risk and the exposures are spread over numerous counterparties and customers.
Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Group closely monitors its cash 
position to ensure that it has sufficient funds to meet the obligations of the Group as they fall due. The Group’s treasury operations maintain flexibility in 
funding by maintaining availability under committed credit lines. 66
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
30. Financial Instruments continued
Liquidity risk continued
The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the 
contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cashflows:
Group
2015
Less than  
1 year  
£’000
Total  
£’000
Trade payables 3,662 3,662
Derivative financial liabilities 2,766 2,766
Other payables 4 4
Accruals 1,689 1,689
Total 8,121 8,121
2014
Trade payables 5,200 5,200
Derivative financial liabilities 1,239 1,239
Other payables 2 2
Accruals 1,729 1,729
Total 8,170 8,170
Company
2015
Less than  
1 year  
£’000
Total  
£’000
Trade payables 700 700
Other payables 4 4
Accruals 982 982
Total 1,686 1,686
2014
Trade payables 356 356
Other payables 2 2
Accruals 897 897
Total 1,255 1,255
Interest rate risk
The Group’s interest rate exposure arises mainly from its interest bearing deposits. All cash is held in variable rate accounts. Based on the balance sheet value 
of cash and cash equivalents, a 1% change in interest base rates would lead to an increase or decrease in income and equity of £302,000 (2014: £95,000).  
No hedging is undertaken given the amounts involved.
Foreign currency risk
Currency risk is the risk that the fair value or future cashflows of a financial instrument will fluctuate because of changes in Foreign Exchange rates.  
Currency risk arises on financial assets and liabilities that are denominated in a currency other than the functional currency of the entity by which  
they are held. No hedging is undertaken given the amounts involved. The Group and company’s exposure to currency risk was as follows:
Included in the Group cash and cash equivalents at 30 June 2015 was £255,000 in US Dollars (2014: £281,000) and £347,000 in Euros (2014: £92,000).
Based on the balance sheet value of cash and cash equivalents, as shown above, a 10% change in the currency exchange rate would lead to an increase  
or decrease in the income and equity of £60,000 (2014: £37,000).
Capital management risk
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders 
and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The Group seeks to maintain, at this stage of its 
development, sufficient funding drawn primarily from equity to enable the Group to meet its working capital and strategic needs.
Notes to the Financial Statements continued
For the year ended 30 June 2015 67
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
30. Financial Instruments continued
Financial instruments recognised in the balance sheet
Group  
2015
Loans and 
receivables 
£’000
Assets at  
fair value 
through  
profit and  
loss  
£’000
Non- 
financials 
assets  
£’000
Available  
for sale  
assets  
£’000
Total  
£’000
Plant and equipment – – 709 – 709
Intangible assets – – 6,406 – 6,406
Available for sale investment – – – 250 250
Deferred tax asset – – 327 – 327
Trade and other receivables 7,562 – 767 – 8,329
Derivative financial assets – 976 – – 976
Cash and cash equivalents 30,195 – – – 30,195
Total assets 37,757 976 8,209 250 47,192
Group  
2014
Loans and 
receivables 
£’000
Assets at  
fair value 
through  
profit and  
loss  
£’000
Non- 
financials 
assets  
£’000
Available  
for sale  
assets  
£’000
Total  
£’000
Plant and equipment – – 294 – 294
Intangible assets – – 6,394 – 6,394
Available for sale investment – – – 225 225
Deferred tax asset – – 541 – 541
Trade and other receivables 6,899 – 569 – 7,468
Derivative financial assets – 197 – – 197
Cash and cash equivalents 9,461 – – – 9,461
Total assets 16,360 197 7,798 225 24,580
Group 
2015
Amortised  
cost  
£’000
Liabilities at 
fair value 
through  
profit and  
loss  
£’000
Non- 
financial 
liabilities  
£’000
Total  
£’000
Non-current liabilities – – 3,292 3,292
Trade and other payables 4,022 – 1,689 5,711
Derivative financial liabilities – 2,766 – 2,766
Deferred tax liability – – 737 737
Total liabilities 4,022 2,766 5,718 12,506
Group 
2014
Amortised  
cost  
£’000
Liabilities at 
fair value 
through  
profit and  
loss  
£’000
Non- 
financial 
liabilities  
£’000
Total  
£’000
Non-current liabilities – – 2,489 2,489
Trade and other payables 5,494 – 1,729 7,223
Derivative financial liabilities – 1,239 – 1,239
Loan 344 – – 344
Deferred tax liability – – 867 867
Total liabilities 5,838 1,239 5,085 12,162
The carrying values of all financial instruments above approximate to their fair values. 68
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
30. Financial Instruments continued
Fair value hierarchy
The table below analyses financial instruments carried at fair value by the level in the fair value hierarchy. The different levels have been defined as follows:
Level 1: quoted prices (unadjusted) in active markets for identical liabilities.
Level 2:  inputs other than quoted prices included with in Level 1 that are observable for the liability, either directly (e.g. as prices) or indirectly (e.g. derived 
from prices).
Level 3: inputs for the asset or liability that are not basis on observable market data. 
Group
Level 2 
Observable 
prices  
£’000
Level 3  
Unobservable 
prices  
£’000
Total  
£’000
Available for sale investment – 250 250
Derivative Financial Asset 976 – 976
At 30 June 2015 976 250 1,226
Available for sale investment – 225 225
Derivative Financial Asset 197 – 197
At 30 June 2014 197 225 422
Derivative Financial Liabilities (2,766) – (2,766)
At 30 June 2015 (2,766) – (2,766)
Derivative Financial Liabilities (1,239) – (1,239)
At 30 June 2014 (1,239) – (1,239)
Derivative financial instruments are recognised on the Company’s Statement of Financial Position when the Company becomes a party to the contractual 
provisions of the instrument. The instrument is derecognised from the Statement of Financial Position when the contractual rights or obligations arising 
from that instrument expire or are extinguished. The Group has a facility with its bankers for spot and forward Foreign Exchange trading up to a maximum 
contingent risk amount outstanding (as determined by the bank) of £5.5 million (FY 2014: £5.5 million).
Derivative financial instruments are recognised at fair value. The gain or loss on re-measurement to fair value is recognised immediately in the Income 
Statement. In order to show an appropriate picture of the Company’s position, Group has decided to exercise the offsetting model, as per IAS 32 Financial 
Instruments: Presentation where applicable.
Derivative Financial Assets
2015  
£’000
2014  
£’000
At 1 July 197 –
Acquisition of subsidiary – 726
Movement during the year 779 (529)
At 30 June 976 197
Derivative Financial Liabilities
2015  
£’000
2014  
£’000
At 1 July (1,239) –
Acquisition of subsidiary – (605)
Movement during the year (1,527) (634)
At 30 June (2,766) (1,239)
In August 2014, Earthport and ASPOne Limited re-enforced their customer-supplier relationship by the entry into an agreement for Earthport to purchase a 
45% stake in ASPOne four years from the date of signing the agreement. The structure of the deal was performance-based and included flexible provisions  
to enable Earthport to take a larger stake in ASPOne.
In August 2015, ASPOne divested a segment of its business unrelated to Earthport. As a result of the deal structure between Earthport and ASPOne, the proceeds of 
this divestment will reasonably be offset against the future purchase of the 45% stake, and no further consideration will be due by Earthport for this invested stake. 
As a result of ASPOne’s divestment of one segment of the business, Earthport estimate the fair value of the agreement to be £Nil and the fair value of consideration 
payable in four years time also to be £Nil. Consequently no amounts have been recognised in these financial statements in respect of this agreement.
Notes to the Financial Statements continued
For the year ended 30 June 2015 69
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of the Company will be held at the offices of Bird & Bird LLP at 15 Fetter Lane, London 
EC4A 1JP on Friday 20 November 2015 at 9.30 a.m. (London time) for the following purposes:
Ordinary Business
To consider and, if thought fit, pass the following resolutions as ordinary resolutions:
Resolution 1
To receive and adopt the financial statements for the year ended 30 June 2015 together with the Reports of the Directors and Auditors thereon.
Resolution 2
To re-elect Terry Williams as a Non-Executive Director who has retired by rotation in accordance with Articles 21.1 and 21.2 of the Company’s Articles  
of Association (the ‘Articles) and is therefore required to stand for re-election pursuant to Article 21 of the Articles.
Resolution 3
To re-elect Mohit Davar as a Non-Executive Director who has retired by rotation in accordance with Articles 21.1 and 21.2 of the Articles and is therefore 
required to stand for re-election pursuant to Article 21 of the Articles.
Resolution 4
To re-elect Chris Cowlard as an Executive Director who has retired by rotation in accordance with Articles 21.1 and 21.2 of the Articles and is therefore 
required to stand for re-election pursuant to Article 21 of the Articles.
Resolution 5
To re-appoint Baker Tilly UK Audit LLP as the Company’s Auditor until the conclusion of the next Annual General Meeting, and to authorise the Directors  
to determine the Auditor’s remuneration for the ensuing year.
Special Business
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
Resolution 6
THAT, in substitution for all authorities in existence immediately prior to this resolution being passed, the Directors of the Company (the ‘Directors’)  
be and are hereby generally and unconditionally authorised to exercise all powers of the Company, pursuant to Section 551 of the Companies Act 2006  
(the ‘Act’), to allot equity securities (within the meaning of Section 560 of the Act) up to an aggregate nominal amount of £16,672,754, which represents 
35% of the aggregate nominal value of the Company’s issued ordinary share capital, provided that this authority shall expire at the conclusion of the next 
Annual General Meeting of the Company, save that the Company may before such expiry make an offer or agreement which would, or might require equity 
securities to be allotted after such expiry and the Board may allot equity securities in pursuance of such an offer or agreement as if the authority conferred 
hereby had not expired. 
To consider and if thought fit, pass the following resolution as a special resolution:
Resolution 7
THAT, subject to the passing of Resolution 6 above, the Directors be empowered in accordance with Section 570 and Section 571 of the Act to allot equity 
securities (within the meaning of Section 560 of the Act) for cash pursuant to the authority conferred on them pursuant to Resolution 6 above as if Section 
561(1) of the Act did not apply to any such allotment provided that this power shall be limited to:
(a) the allotment of equity securities in connection with an open offer or otherwise in favour of ordinary shareholders in proportion (as nearly as possible)  
to the respective number of shares held, or deemed to be held, by them subject only to such exclusions or other arrangements as the Directors may 
consider appropriate to deal with fractional entitlements or problems arising in any territory or with the requirements of any recognised regulatory  
body or stock exchange in any territory;
(b) the allotment of equity securities (otherwise than pursuant to sub-paragraph (a) above) up to an aggregate nominal amount of £4,763,644 which 
represents 10% of the aggregate nominal value of the Company’s issued ordinary share capital. 70
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Provided that this power shall expire at the conclusion of the next Annual General Meeting of the Company save that the Company may before such expiry 
make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Board may allot equity securities in 
pursuance of such an offer or agreement as if the authority conferred hereby had not expired. 
By order of the Board
Philip Hickman
Chairman
Dated: 28 September 2015
Registered Office:
21 New Street
London EC2M 4TP
Notice of Annual General Meeting continued 71
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Financial Statements
Explanatory Notes to the Notice of Annual General Meeting
Notes:
1. A member entitled to attend and vote at the meeting is also entitled to appoint one or more proxies to attend, speak and vote instead of him. A member 
may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or 
shares held by that member. The proxy need not be a member of the Company. Please refer to the notes to the Form of Proxy for further information on 
appointing a proxy, including how to appoint multiple proxies (as the case may be).
2. If you wish your proxy to speak on your behalf at the meeting, you will need to appoint your own choice of proxy (not the Chairman) and give your 
instructions directly to them. If you wish to appoint a proxy other than the Chairman, write the full name of your proxy in the box provided in the  
Form of Proxy.
3. In the absence of instructions, the person appointed proxy may vote or abstain from voting as he/she thinks fit on the specified resolutions and, unless 
otherwise instructed, may also vote or abstain from voting on any other matter (including amendments to resolutions) which may properly come before  
the meeting. 
4. In the case of joint holders, the signature of any one of them will suffice but the names of all joint holders should be stated. The vote of the senior  
who tenders a vote (whether in person or by proxy) will be accepted to the exclusion of the votes of the other holders. For this purpose, seniority  
is determined by the order in which the names stand in the register of members in respect of the joint holding.
5. To be effective, the enclosed Form of Proxy must be duly completed and deposited together with any power of attorney or other authority (if any) under 
which it is executed (or a duly certified copy of such power or authority) and lodged at the offices of the Company’s registrars, Capita Asset Services no 
later than 9.30 a.m. on Wednesday 18 November 2015 (being not more than 48 hours prior to the time fixed for the meeting).
6. Whether or not you propose to attend the Annual General Meeting, please complete and submit a Form of Proxy in accordance with the instructions printed 
on the enclosed form. Completion and return of the Form of Proxy will not preclude a shareholder from attending and voting in person at the meeting. 
7. The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those members entered on the register  
of members of the Company at 6 p.m. UK time on Wednesday 18 November 2015 (being not more than 48 hours prior to the time fixed for the meeting) 
shall be entitled to attend and vote at the meeting or, if the meeting is adjourned, 6 p.m. UK time on such date being not more than two working days 
prior to the date fixed for the adjourned meeting. Changes to entries on the register of members after such time shall be disregarded in determining  
the right of any person to attend or vote at the meeting.
8. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures 
described in the CREST Manual. CREST Personal Members or other CREST sponsored members and those CREST members who have appointed a service 
provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. 
9. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a ‘CREST Proxy Instruction’) 
must be properly authenticated in accordance with Euroclear UK and Ireland Limited’s specifications and must contain the information required for  
such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the 
appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to 
be received by the issuer’s agent (ID RA10) by 9.30 a.m. UK time on Wednesday 18 November 2015 For this purpose, the time of receipt will be taken to 
be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer’s agent is able to retrieve 
the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST 
should be communicated to the appointee through other means. 
10. CREST members and where applicable their CREST sponsors, or voting service providers should note that Euroclear UK and Ireland Limited does not make 
available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input  
of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or 
sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as 
shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members  
and where applicable, their CREST sponsors or voting system providers are referred in particular, to those sections of the CREST Manual concerning 
practical limitations of the CREST system and timings. 
11. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities 
Regulations 2001. 
12. Resolution 6, which is an ordinary resolution, authorises the Directors to allot unissued shares (or any other instrument which is convertible into, or 
represents rights over, ordinary shares in the capital of the Company having an underlying nominal value of £0.10 each including, but not limited to, 
options and/or warrants), up to an aggregate nominal value of £16,672,754. This authority, if granted, will expire on the conclusion of the next Annual 
General Meeting.  72
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
 Resolution 6 represents an authority to allot equity securities up to an aggregate nominal amount of 16,672,754 (which represents 35% of the  
aggregate nominal value of the Company’s issued ordinary share capital). This percentage is outside the guidelines of the Association of British  
Insurers, but provides the Directors with greater future flexibility to raise funds for the Company subject to the restrictions imposed by Resolution 7.  
The Directors believe this is in the best interests of the shareholders. 
13. If shares are to be allotted using the authority under Resolution 6, and are to be paid for in cash, Section 561(1) of the Act requires that those equity 
securities are offered first to existing shareholders in proportion to the number of ordinary shares they each hold at that time. An offer of this type  
is called a ‘rights issue’ and the entitlement to be offered the shares first is known as a ‘pre-emption right’. 
 In certain circumstances however, it may be in the interests of the Company for the Directors to be able to allot some of the shares for cash other  
than by way of a rights issue. Resolution 7, which is a special resolution, asks shareholders to waive their pre-emption rights, but only (i) in respect  
of the allotment of equity securities in connection with an open offer or rights issue subject to such exclusions or other such arrangements as may  
be appropriate to resolve legal or practical problems which for example, might arise with overseas shareholders and additionally (ii) for the issue of 
securities having a maximum aggregate nominal value of £4,763,644 which represents 10% of the aggregate nominal value of the Company’s issued 
ordinary share capital. This percentage is outside the guidelines of the Association of British Insurers, but provides the Directors with greater future 
flexibility. The Directors believe this is in the best interests of the shareholders. This authority will expire at the conclusion of the next Annual General 
Meeting unless revoked sooner. 
14. The following documents will be available for inspection from the date of this notice until the meeting at the Company’s registered office and at the 
meeting convened by this notice:
(a) Register of Directors’ share interests;
(b) Directors’ service contracts.
Notice of Annual General Meeting continued 73
Earthport plc 
Annual Report and Accounts Fiscal Year 2015
Directors and Advisers
Directors
P Hickman  Non-Executive Chairman
H Uberoi  Chief Executive Officer and Executive Director
C Cowlard  Executive Director
S Viswanathan Executive Director
V Ramgopal Non-Executive Director
T Williams  Non-Executive Director
M Davar  Non-Executive Director
J Moran  Non-Executive Director
Secretary
A Ali
Registered Office
21 New Street
London EC2M 4TP
Independent Auditor
Baker Tilly UK Audit LLP
Chartered Accountants
25 Farringdon Street
London EC4A 4AB
Bankers
Barclays Bank plc
1 Churchill Place
London E14 5HP
Nominated Adviser and Broker
Panmure Gordon (UK) Limited
1 New Change
London
EC4M 9AF
Registrars
Capita Asset Services
The Registry
34 Beckenham Road
Kent BR3 4TU
Solicitors
Bird & Bird LLP
15 Fetter Lane
London EC4A 1JP Earthport Payment Network
21 New Street | London EC2M 4TP
T +44 (0) 207 220 9700
New York | Miami | Singapore | Dubai
www.earthport.com
Earthport plc Annual Report and Accounts Fiscal Year 2015