Earthport plc Annu Al Repo Rt A nd Accounts 2014
A transformational year
Earthport plc An nu Al Re po Rt And A ccounts 2014 Strategic r eport  
Highlights 01
c hairman’s s tatement 02
c hief executive o fficer’s s tatement 04
o ur c lients 08
Market o verview 10
principal Risks and u ncertainties 12
o ur people 16
Directors’ r eport  
Board of d irectors 18
d irectors’ Report 20
c orporate Governance 23
s tatement of d irectors’ Responsibilities 24
Financial Statements 
Independent Auditor’s Report 25
c onsolidated s tatement  
of c omprehensive Income 26
c onsolidated s tatement  
of Financial position 27
c ompany s tatement  
of Financial position 28
c onsolidated s tatement of c ashflows 29
c ompany s tatement of c ashflows 30
c onsolidated s tatement  
of c hanges in equity 31
c ompany s tatement  
of c hanges in equity 32
n otes to the Financial s tatements 33
n otice of Meeting 52
d irectors and Advisers IBc
contents
Earthport is a regulated 
global financial services 
organisation specialising 
in cross-border payments. t he largest open  
network for global  
bank payments.
t hrough an innovative payments framework, specifically 
designed for high volumes of low value cross-border 
payments, Earthport provides a cost-effective and  
transparent service for secure international payments.
Financial institutions use our service to process low  
value payments that include: 
• t rade related payments;
• a ccounts payables;
• pension and payroll disbursements;
• Expense disbursements;
• e-c ommerce royalty payments; and
• p2p and remittance payments.
Earthport at a Glance o ur vision 
o ur vision is to provide the industry with a better way of servicing  
low value payments, enabling financial institutions to retain ownership 
of the customer and provide their customers with transparent and 
efficient cross-border payment products. We aim to foster innovation, 
collaboration and the strategic growth of our client’s business.
how we work 
earthport offers a proven service that delivers low 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.
Why Earthport?
Designed to handle high volumes of payments, our cross-border 
payments service in over 60 countries and territories worldwide 
continues to expand through the growth of our banking partnerships. 
With a service that is low cost, 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 low value 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; and
• Make and receive e-Commerce payments efficiently, processing 
high volume, low value payments with reduced risk.
Who we are
Banks 
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.
e-c ommerce 
providers
Earthport helps 
e-c ommerce companies 
handle large volumes  
of commissions, fees, 
royalties and supplier 
payments efficiently  
and transparently.
Money t ransfer 
c ompanies
t hrough 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.
payment 
a dministrators 
Earthport’s service  
is ideal for managed 
service providers, making 
cross-border payments 
including: pensions, 
payroll, expense and 
dividend disbursements.
Who We Work With 01
Earthport plc Annual Report and Accounts 2014
2010 2011 2012 2013 2014
1,947
2,488
3,017
4,143
10,820
2010 2011 2012 2013 2014
     1,459 
     1,926 
     2,347 
     3,184 
8,250
2010 2011 2012 2013 2014
(5,079)
(6,329)
(8,127)
(9,629)
(7,519)
2010 2011 2012 2013 2014
9,461 26,300*
559
3,826
5,766
13,419
Financial Highlights
• 161% growth in revenue to £10.82 million (FY 2013: £4.14 million)
This includes:
 - Eight months contribution from Baydonhill Ltd (‘Baydonhill’) 
acquisition. On a like-for-like basis, revenue increased by 67% 
demonstrating an acceleration in underlying business performance;
 - Significantly increased revenue growth in the second half of the year; 
 - Approximately 11% of revenues were attributable to professional 
services (FY 2013: approximately 19%); and
 - The growth in revenue from the 10 largest clients was up 119% 
(FY 2013: 34%).
• 159% growth in gross profit to £8.25 million (FY 2013: £3.18 million)
• Net cash used in operating activities decreased to £4.36 million
(FY 2013: £5.91 million), including £0.44 million of exceptional
acquisition costs:
 - Excluding acquisition costs the net cash used decreased by 34%
• Loss before taxation decreased to £6.33 million (FY 2013: £8.13 million)
This includes:
 - Administrative costs of £14.37 million (FY 2013: £9.68 million) which
increased primarily due to the acquisition of Baydonhill, warrant 
costs of £0.32 million (FY 2013: £nil), share-based payment charge 
of £1.75 million (FY 2013: £1.65 million), exceptional items of £0.44 
million (FY 2013: £nil) and an adjustment of unrealised fair value 
gain amounting to £2.27 million (FY 2013: £nil)
• Loss before tax excluding the unrealised fair value adjustment of £2.27
million arising on the year end translation of unsettled transactions, 
amounted to £8.60 million (FY 2013: £8.13 million)
• Cash and cash equivalents at 30 June 2014 of £9.46 million
(at 31 December 2013: £8.19 million, at 30 June 2013: £13.42 million)
Operational Highlights
• Execution of the transformation strategy covering client acquisition,
network enhancement and operational performance on track 
• Earthport positioned as a leading global payments network covering
63 countries as at 30 June 2014 (FY 2013: 58)
• The year marked the establishment of Earthport as service provider
of choice in the banking sector, with two of the top five global banks, 
and four of the top 20 US banks being added to its client base 
• 33 new clients signed during the year (FY 2013: 21), including Bank
of America Merrill Lynch, HSBC, State Street Corporation, PNC Bank, 
Aktif Bank and World Remit
• 14 clients went live during the year (FY 2013: 13), with another 25
clients under contract and in implementation stage ahead of going live 
(FY 2013: 7), demonstrating significant embedded revenue potential
Post Year Highlights
• Membership agreement signed to partner with Eurogiro in July 2014
• Forward purchase agreement of minority stake in ASPOne Ltd
(‘ASPOne’) to reinforce existing supplier relationship, in August 2014
• Successful equity placing raising gross proceeds of £26.6 million
($43.43 million) in September 2014
• Contract with Standard Chartered in October 2014
• Contract in new market segment – prepaid cards – with Banco do
Brasil in October 2014
Highlights
Revenue (£’000)
£10,820
Loss before tax (£’000)
£
(
6,329
)
Gross profit (£’000)
£8,250
Net cash (£’000)
£9,461
* Additional £26.3 million raised during 4th quarter. 02
Earthport plc Annual Report and Accounts 2014
This has been a transformational  
period for Earthport and I am delighted  
to report a successful year of significant 
progress in the evolution of Earthport  
as a major force in the international 
payments arena. 
Chairman’s Statement
Phil Hickman
Significant 
progress. 03
Earthport plc Annual Report and Accounts 2014
2012 2013 2014
Share price (as at 1 October 2014)
42.50 GBp 
This has been a transformational period  
for Earthport and I am delighted to report  
a successful year of significant progress in 
the evolution of the Company as a major 
force in the international payments arena. 
Earthport operates in a highly regulated  
global environment and it is crucial that  
our internal and external governance and 
compliance functions stand up to the scrutiny 
of top-tier banking and other clients. We 
recognise that this aspect of our business 
proposition is paramount to our association 
with the calibre of customers we have in  
our portfolio today. The Board, through the 
Audit and Compliance Committees, has 
regular independent reviews of these activities.
Earthport successfully completed the 
acquisition of Baydonhill, a specialist foreign 
exchange (FX) company in November 2013. 
The joining of the two businesses has proven 
very effective and the synergies are already 
being realised. The combined growth over the 
period delivered an overall 161% increase in 
revenues and 159% increase in gross profits, 
and we are on course to achieve a positive 
cash flow for existing business on a monthly 
run-rate by the end of the current financial year.
During the financial year, we were delighted  
to announce the appointment of Jorge Moran  
as Non-Executive Director; his recent banking 
expertise is providing a very valuable contribution 
to the Board. Prior to joining Earthport, Jorge  
was Chief Executive Officer and President of 
Sovereign Bank and Santander’s US country 
head. Jorge also spent time as Chief Executive 
Officer of Santander’s insurance and asset 
management business. In June 2014, Earthport 
also strengthened its management team through 
the appointment of Sajeev Viswanathan as 
President, Global Head of Strategy and Product. 
On 15 October 2014, Sajeev was appointed  
to the Board as Executive Director and it was 
announced that Paul Thomas has stepped 
down as an Executive Director of the 
Company; he remains with Earthport  
as Non-Executive Director. 
I would like to thank our shareholders for  
their continued support. Our cash position 
remained healthy throughout the year and 
since the year end, in September 2014, we 
announced the placement of shares raising 
gross proceeds of £26.6 million. Earthport’s 
strong balance sheet provides confidence  
to our banking partners and the regulators 
around the world. 
I would also like to thank all employees 
whose hard work and commitment has 
created the growth that we have enjoyed  
and our shareholders who have provided 
continued loyalty over the years. 
This financial year has shown the culmination of 
all our efforts being achieved, and we are excited 
to enter the next phase of growth driven by an 
increasing and high calibre customer base. We 
are proud to be a leader and Earthport is ideally 
positioned to take advantage of the changing 
payments ecosystem. We are confident that  
our strategy will fuel further growth over the 
coming years and look forward to addressing  
the increasing number of opportunities for  
the Company.
Phil Hickman 
Non-Executive Chairman
22 October 2014 04
Earthport plc Annual Report and Accounts 2014
Over the last 18 months Earthport has 
engaged with two of the top five global 
banks and four of the top 20 US banks,  
which is testimony to the growth momentum 
being achieved by the Group. Overall, new 
customers gained in the year rose by 57%  
to 33 (FY 2013: 21). This includes significant 
names such as Bank of America Merrill Lynch, 
HSBC, State Street Corporation, PNC Bank, 
Aktif Bank and World Remit. Post year end, 
in October 2014, Earthport was delighted to 
announce a new agreement with Standard 
Chartered Bank and Banco do Brasil. 
During the financial year, 14 new clients 
commenced operations with Earthport,  
while a further 25 clients are under various 
stages of implementation, reflecting 
significant embedded revenue potential.
Revenues increased substantially year-on-year, 
mainly driven by transactional fees and also by 
professional services fees; approximately 11% 
of revenues were attributable to professional 
services (FY 2013: approximately 19%). The 
decrease in cash consumption reflects a pivotal 
point, and net cash used in the second half of 
the year continued to decrease. Cash used in 
operating activities, excluding acquisition costs, 
decreased by 34%. The Group cash position at 
30 June 2014 was £9.46 million and post year 
end addition of £26.6 million (net £26.3 million)
provides a strong platform, underpinning the 
business as it continues its path to profitability. 
In line with its strategy to evolve as the 
industry’s cross-border payments utility, 
Earthport continues to strengthen its five  
key pillars of the growth strategy and these  
are outlined in the strategy section on page 7. 
The acquisition of Baydonhill in November 
2013 is complementary to the Group’s 
objectives and has enhanced Earthport’s 
Foreign Exchange and Treasury Service 
capabilities. Post year end, in August 2014, 
Earthport entered into a forward purchase 
agreement for a minority stake of ASPOne. 
ASPOne develops and provides IT and 
communications solutions for the finance 
industry from five global offices located in 
Istanbul, Moscow, Singapore, Hong Kong  
and London. This transaction reinforces  
the customer-supplier relationship, and 
represents an opportunity for Earthport to 
leverage ASPOne’s development capabilities 
to achieve scale at pace and enhance its 
platform to deliver superior client experience. 
The addition of £26.6 million of new capital from 
sophisticated new and existing global institutions 
from the US and Europe in September 2014,  
is a significant vote of confidence in our  
strategy and positioning. The funds will be  
used to accelerate geographical expansion.  
In particular, Earthport will bring forward plans 
to develop a presence and capability to address 
the significant and fast-growing intra-Asian and 
Asia-outbound opportunity. 
Over the last 18 months Earthport’s efforts 
to redefine itself has borne fruit and its 
recent success in engaging with two of  
the top five global banks and four of the  
top 20 US banks is testimony to the growth 
momentum being achieved by the Group. 
Chief Executive Officer’s Statement
Hank Uberoi
Redefining  
global payments. 05
Earthport plc Annual Report and Accounts 2014
Banking Network
The traction Earthport has gained with the 
largest organisations in the global financial 
services industry demonstrates the uniqueness 
of the Company’s core infrastructure offering. 
Central to Earthport’s offering is its unrivalled 
international bank payment routes and  
global reach. 
Earthport’s network expansion continued 
during the financial year, completing several 
critical territory initiatives and paving the  
way for further growth to follow. The territory 
coverage at 30 June 2014 encompassed 63 
markets, with further expansion in process  
(FY 2013: 58). The new territories added in the 
financial year were Bosnia, China, Colombia, 
Egypt and Mexico. These additions enable 
Earthport to service a majority of the trade  
and remittances corridors globally; a key 
differentiator of the Company’s offering. 
In the prior financial year, Earthport received 
investment from the IFC, the world’s largest 
private sector development institution, to 
expand Earthport’s global presence and 
payments service infrastructure, particularly 
in developing countries to drive financial 
inclusion. The relationship with the IFC 
continues to prove fruitful in progressing  
in countries that for others would be  
more inaccessible. 
Service Enhancements
Earthport brings together a platform 
specifically developed to process high 
volume, low monetary value transactions.  
Its worldwide payment network and team  
with deep domain expertise together  
provide transaction processing services  
on a white-label basis. Earthport has an 
unparalleled offering in terms of efficiency, 
accuracy, product capability and geographic 
footprint in the area of white-labelled 
international payments.
The Company is continually expanding its 
product capabilities to better leverage assets 
and serve clients with additional payment-
related services. The acquisition of Baydonhill 
is in line with this objective and enables 
Earthport to deliver on the increasing demand 
from existing and prospective customers for 
greater FX capabilities. Other enhancements 
during the year include:
Client integrations: Earthport has  
continued to make system enhancements 
focused on facilitating ease of integration  
for major customer segments, including the 
banking sector;
Platform operational efficiency: Earthport 
has continued to make improvements to 
efficiency and straight-through-processing. 
These improvements facilitate better cut-off 
times and a reduction of settlement periods, 
and support an increase in transaction 
volumes to consistently meet Service  
Level Agreements;
Screening and monitoring: Developing 
and enhancing compliance screening 
functionality and transaction monitoring 
capability to support Earthport’s growth  
in transaction volumes;
Professional services engagements:  
The number of professional services 
engagements continues to grow and new 
robust processes have been developed to 
underpin consultancy, scoping requirements 
and the management of funded service 
changes; and
FX enhancement from use of the 
Baydonhill service: The acquisition  
of Baydonhill enables us to deliver on  
the increasing demand from existing  
and prospective customers for greater 
FX capabilities. 
Strong Compliance
Earthport understands that a key requirement 
of our customers is consistent and credible 
assurance regarding direct and/or indirect 
exposure to regulatory compliance and 
financial crime risk. 
In international financial services today, such 
assurance is business critical. 
The Earthport compliance function applies  
a risk-based approach to the development 
and implementation of compliance controls 
designed to ensure that the letter and the 
spirit of the legislative and regulatory 
environment is met. 
Earthport applies a comprehensive and 
detailed approach to further strengthen our 
counterparty’s own control regimes by adopting 
a transparent partnership approach, listening, 
learning and happily providing evidence  
of the effectiveness of our controls on an 
on-going basis, through third party audit  
and/or review, and by really getting to know 
client business activities. 
Core to the Earthport product, are  
the compliance deliverables of sound 
counterparty due diligence, comprehensive 
sanction screening and customised 
transaction monitoring. 
Effective compliance controls manage risk 
and ensure the safe growth of Earthport’s 
business, our clients business and the 
businesses of our partner banks. Every 
counterparty relationship is a public 
statement of confidence in how Earthport 
manages multi-jurisdictional compliance. 
Management Changes
In May 2014, Earthport announced the 
appointment of Jorge Moran to the Board  
as Non-Executive Director. Jorge, an 
accomplished banker with significant stature 
in the global financial services industry, was 
formerly the Chief Executive Officer and 
President of Sovereign Bank and Santander’s 
US country head. Jorge’s international 
exposure and experience within regulated 
global businesses aligns well with Earthport. 
In June 2014, Earthport also strengthened its 
management team through the appointment  
of Sajeev Viswanathan as President, Global 
Head of Strategy and Product. Sajeev, an 
entrepreneur and a banker with wide-ranging 
management experience across retail, 
corporate, transaction banking and development 
finance in several geographies across the world, 
worked with Citigroup for over 18 years and  
was Managing Director, Global Transaction 
Services, in charge of the Global Receivables 
and Trade Finance business based in London.  06
Earthport plc Annual Report and Accounts 2014
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.
The terms of the warrants include limited 
anti-dilution provisions for the benefit of  
Bank of America Merrill Lynch in certain 
circumstances. The Board considers that 
these provisions are unlikely to be triggered. 
Acquisition of Baydonhill
Earthport completed the acquisition of 
Baydonhill in November 2013. The cash offer 
valued Baydonhill at approximately £6.42 
million on the basis of a fully diluted share 
capital of Baydonhill. Since 84.3% of the 
Baydonhill shareholders accepted the earn-out 
offer, the upfront cash amounted to £3.31 
million. If the full earn-out is achieved, an 
additional £1.28 million in cash and 13,808,993 
Earthport shares will be issued; the additional 
cash being funded from Baydonhill’s future 
cash flows. Baydonhill had an outstanding loan 
amounting to £474,000 which Earthport also 
attained through the acquisition. 
This was a major strategic move for Earthport. 
Earthport had worked with Baydonhill for several 
years and the product offering and expertise 
represented an ideal fit with Earthport’s strategy 
to provide a comprehensive, white-labelled 
cross-border payment service to over 60 
countries and 100-plus currencies.
Post Year End Minority Stake in ASPOne
In August 2014, Earthport and ASPOne 
reinforced their customer-supplier 
relationship by the entry into an agreement 
for Earthport to purchase a 45% stake in 
ASPOne in four years’ time for a maximum 
consideration of £2.7 million. The structure  
of the deal is performance-based and gives 
Earthport the option of acquiring the balance 
of ASPOne. 
The forward purchase represents a strategic 
opportunity for Earthport to leverage ASPOne’s 
talented technology team and its sophisticated 
development capabilities to achieve scale at 
pace; accelerating usage with new and existing 
customers that are in various stages of roll out. 
ASPOne develops and provides IT and 
communications solutions for the finance 
industry from five global offices located in 
Istanbul, Moscow, Singapore, Hong Kong and 
London. Last year (March 2013), ASPOne  
had sales of £5.2 million, a loss before tax of 
£0.8 million and net liabilities of £2.6 million. 
More recently he served as Chief Executive 
Officer and Managing Director of Bhartiya 
Samrudhi Finance Ltd, a microfinance 
company in India. 
Sajeev brings significant domain knowledge 
and will focus on developing Earthport’s global 
strategy, initially for expansion into Asia, and 
will also manage Earthport’s global network 
and product management functions. On  
15 October 2014, Sajeev was appointed to  
the Board as Executive Director; at the same  
time it was announced that Paul Thomas  
has stepped down as an Executive Director  
of the Company; he remains with Earthport 
as Non-Executive Director.
Financial Review
Total revenue for the year ended 30 June 2014 
increased 161% to £10.82 million (FY 2013: 
£4.14 million). These results also include an 
eight-month contribution following the acquisition 
of Baydonhill in November 2013. Like-for-like 
revenue growth was 67%, demonstrating 
acceleration in the underlying business. 
The increase in underlying revenues has 
been driven by payment and FX 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. 
Adjusted gross profit rose 159% to £8.25 
million (FY 2013: £3.18 million). Adjusted 
gross margin was broadly consistent at 76% 
(FY 2013: 77%). Gross profit was up 149%  
to £7.93 million (FY 2013: £3.18 million) and 
gross margin was 73% (FY 2013: 77%). 
Administrative expenses increased to £14.37 
million (FY 2013: £9.68 million), primarily due 
to the acquisition of Baydonhill, increased 
personnel costs as the sales team and 
general headcount has been increased in 
line with growth and to provide the internal 
resources necessary for the Company’s 
increasing customer base, pipeline and 
implementation projects underway. 
Adjusted operating loss, before acquisition 
costs, share-based payment charge of £1.75 
million (FY 2013: £1.65 million) and unrealised 
fair value adjustment of £2.27 million arising 
on the year end translation of unsettled 
transactions (FY 2013: £nil), decreased by 
approximately 1% to £6.44 million (FY 2013: 
£6.50 million). The operating loss was £6.35 
million (FY 2013: £8.14 million). A charge of 
£0.32 million has been recognised for warrants 
granted to Bank of America Merrill Lynch  
(FY 2013: £nil). The Group loss before taxation 
decreased to £6.33 million (FY 2013: £8.13 
million). Overall, loss after taxation decreased 
to £6.70 million (FY 2013: £8.13 million).
Cash and cash equivalents at 30 June 2014 
were £9.46 million (at 31 December 2013: 
£8.19 million, at 30 June 2013: £13.42 million). 
Like-for-like net cash used in operating activities 
decreased to £4.36 million (FY 2013: £5.91 
million), including £0.44 million of exceptional 
acquisition costs. Excluding the acquisition 
costs the net cash used decreased by 34%.  
The continued decrease in net cash used in 
operating activities continues to demonstrate 
that a turning point in terms of cash used  
versus revenue growth has been reached.
Bank of America Merrill Lynch Warrants
Earthport singed 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 
Chief Executive Officer’s Statement
Continued 07
Earthport plc Annual Report and Accounts 2014
Post Year End Placing 
On 18 September 2014, Earthport announced 
that it has successfully placed 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) will be used to accelerate geographic 
expansion and presence in Asia, as well as  
to strengthen the balance sheet in support of 
significant client and product opportunities in 
the pipeline and 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 now holds 8.62% of the enlarged  
issued share capital of the Company.  
The strengthened balance sheet will allow 
Earthport to accelerate expansion plans in 
Asia to address the significant intra-Asian  
as well as the Asia out-bound opportunity.  
It will also further accelerate client acquisition 
and make regulators around the world more 
comfortable with the Company’s model  
and positioning. There are several revenue 
opportunities, such as US licencing and 
increased forward FX lines that will benefit 
from the stronger balance sheet where not  
all of them will involve an actual increase  
in the use of cash. 
Key Performance Indicators
The payments industry, and the cross-border 
payments segment in particular, is at the  
cusp of an evolutionary phase. Earthport’s 
proposition in this dynamic industry segment is 
uniquely disruptive; in that, it seeks to address  
a very large market need, not in competition 
with the incumbent significant players like 
banks, remittance companies and payment 
gateways, but in partnership with them. This 
implies that the business mix in Earthport is 
constantly changing and will continue to remain 
so as we grow. Consequently the metrics we 
are using to measure the performance of the 
business are kept under constant review at  
all levels across the organisation.
At this stage of its evolution, 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;
and
• IT system availability.
The revenue for the year ended 30 June 2014 
was £10.82 million (FY 2013: £4.14 million); 
and adjusted gross margin was 76% (FY 2013: 
77%). 
As at the date of these accounts,  
Earthport has segregated bank accounts  
in 63 geographies; as at November last  
year it had segregated bank accounts in 60 
geographies. Earthport’s straight throughput 
rate remains above 99.5% and its IT system 
availability remains at or above 99%. 
Given that Earthport is currently loss-making 
and was so last year, any profit-based key 
performance indicators are not meaningful.
As we progress through the current financial 
year we will be developing greater analysis  
of our revenues by business segment.
Employees
The Group places considerable value on the 
awareness and involvement of its employees 
in the Group’s performance. Within the bounds 
of commercial confidentiality, information is 
disseminated to all levels of staff about matters 
that affect the progress of the Group and are 
of interest and concern to them as employees.
Strategy
Earthport has successfully transformed itself 
since 2010 and has gained credibility as a 
viable and better alternative to existing global 
payment infrastructures. The Company’s 
consequent momentum in the marketplace 
positions Earthport strategically to evolve  
as the de-facto utility for the cross-border 
low-value, high volume payments industry. 
In line with this strategic intent, Earthport  
will continue to invest in its five key pillars 
with the following objectives: 
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 growing network of over 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 supplementary 
enhanced protection and risk mitigation  
to meet existing and evolving regulatory 
requirements; and
5. Treasury services
Efficient treasury services offering liquidity 
management structures to optimise the 
journey of the payment in over 120 currencies. 
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 receivables matching. 
Outlook
Earthport has entered 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 very strong within our core banking client 
market as well as in adjacent areas of the 
international payments ecosystem. Earthport’s 
product positioning, extensive market 
opportunity and prospects within the existing 
client base as well as outside of it, provide  
us with on-going confidence in 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
22 October 2014 08
Earthport plc Annual Report and Accounts 2014
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NOK
EUR
Segregated Accounts
Payment Instructions
FX process No FX
GBP
TRY
PHP
PLN
MXN
AUD
CAD
ZAR
USD
TRY
Banks 
Global, North American, Latin 
American, African, European, Asia 
Pacific, Regional, Community 
Money Transfer Companies
Traditional Money Transfer 
Companies, Payments Companies, 
Mobile, Foreign Exchange
e-Commerce Providers
Online marketplaces, Gateways, 
Social Networks, Social Payments, 
Global Merchants
Payment Administrators 
Payroll Companies, Pension 
Payments, Insurance Underwriters, 
BPO’s, NGO’s
The benefits
Earthports’ clients develop new services  
for their retail and business customers for  
low value international payments to increase 
market share and improve customer retention.
Banks and other financial institutions 
leverage our service to quickly launch new 
products and enable innovation, delivering 
value to their business in key areas:
• Expand geographic reach with minimal
capital outlay
• Deliver transparent payment solutions to
corporate and retail customers
• Create customer value through improved
payment processing efficiency
• Enable access to higher value FX revenue
Earthport manages national and international 
regulatory requirements, allowing our clients 
to process payments securely and efficiently. 
Clients can minimise the cost of maintaining 
correspondent banking relationships while 
still maximising on revenue opportunities.
How it works
Earthport clients can route high volumes 
of low value payments through efficient  
clearing schemes in over 60 countries. 
Our Clients 09
Earthport plc Annual Report and Accounts 2014
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C:80 M:30 Y:0 K:0
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PANTONE
1505 C
2995 C
Black C
hyperWALLET Systems Inc. 
 “ The integration with Earthport’s 
cross-border payments platform  
has enabled us to meet the demands 
of our customers, while enhancing  
our global payment capabilities to  
remain on the forefront of innovation  
in financial services.”
Lisa Shields
President and Chief Executive Officer
RUSSLAVBANK 
 “ Earthport has a top class management 
team and excellent customer support. 
We appreciate their relationship with 
clients, the collaborative approach, 
patience in training, regular operational 
support and the flexibility of their platform 
to adapt to our local requirements. 
Earthport is the ideal partner to help us 
scale and grow our payments business.”
Elena Gafarova
Vice President, Global Sales and Product 
Management, CONTACT payment system
Bank of America Merrill Lynch 
 “ By teaming up with Earthport, BAML 
was able to offer its clients ready  
access to a large number of countries 
and convert payments to ACH clearing 
very quickly … Earthport had a clear 
business model that was based on 
partnering with banks, rather than  
selling against them.”
Ather Williams
Head of Global Payments and GTS  
Strategy, as quoted in The power  
of partnership, Daily News at Sibos
UPT (Universal Payment Transfer) Inc
 “ Earthport’s ability to provide international 
payment clearing services locally to  
many markets around the globe, together 
with sophisticated validation services, 
predictable settlement dates and 
transaction reporting was an attractive 
proposition. It gives us scope to build 
services we believe our customers  
will find compelling.”
Erol Ulu
Chief Executive Officer
Xoom 
 “ Earthport presents a big opportunity to 
the industry to provide customers with 
better, alternative payment products. 
Earthport helps us accomplish 
something which is mission critical  
to our business success. Having  
access to state-of-the-art technology  
is a major asset for any business.”
John Kunze
Chief Executive Officer
Azimo 
 “ We chose to work with Earthport 
because they have the robust  
platform, broad network and low-  
cost structure allowing us to better  
serve our customers. Azimo’s online 
clients can benefit from a highly 
automated service with full visibility  
of when their payments will arrive,  
and exactly how much their recipients 
will receive. Sophisticated validation  
on country specific data means we 
reduce exceptions to almost zero  
and further drive down costs.”
Michael Kent
Chief Executive Officer
What our clients say Who we work with 10
Earthport plc Annual Report and Accounts 2014
19.4
13.6
23.8
26.3
77.2
113.1
28.8
15.3
25.6
27.2
80.8
116.6
36.6
32.5
29.3
30.1
84.2
124.0
36.3
16.4
19.5
33.5
87.6
127.9
23.3
29.6
23.9
37.5
91.4
134.2
2010 2011 2012 2013 2014
Market Overview 
Number of worldwide non-cash transaction by region (billions), by region, 2009-13E
Market Developments
The value of non-cash transactions will  
reach an estimated $780 trillion by 2023,  
a compound annual growth rate (CAGR)  
of 7%. Payments revenues will reach an 
estimated $2.1 trillion, a CAGR of 8%.  
Source: Boston Consulting Group,  
Global Payments 2014
Market forces driving demand for Earthport’s 
service include:
International trade 
Globally, the volume of cross-border 
transactions will rise at a projected CAGR  
of 8% from 2012 to 2022.
Source: Boston Consulting Group,  
Global Payments 2014
“ We are looking for the best way to add value 
for our corporate clients. Earthport is just 
one part of this approach which will take  
us into some 25 new markets. The future  
is around data and overall efficiency of  
the business transactions,”  
said Ather Williams, Head of Global 
Payments and GTS Strategy at Bank of 
America Merrill Lynch, in an article published 
by Cash and Treasury Management File.
Global workforce 
Global remittance flows, including to higher 
income countries, are estimated at $542 
billion in 2013, and could rise to $680 billion 
by 2016 according to the World Bank. 
The United Nations has recorded that there 
were 232 million international migrants  
(or 3.2% of world population) in 2013,  
up from 175 million in 2000.
In 2009, the G8 announced the goal  
of reducing the global average cost of 
remittances from 10% to 5% by 2014,  
the ‘5x5 Objective’. The World Bank’s 
‘Remittance Prices Worldwide’ report 
estimates this average cost at 7.9% in  
2014, down from 8.9% in 2013.
Drive towards financial inclusion 
Bill Gates was guest speaker, on behalf  
of the Bill and Melinda Gates Foundation for 
financial inclusion, at the closing plenary of 
Sibos 2014. The goal of his speech was to 
demonstrate to bankers how tackling financial 
inclusion is good business development.
“ Digital payment systems can do more for 
equality in poor countries than they can do 
anywhere else, and we would like them to 
emerge there even if it takes longer in richer 
countries,” Gates said. “We’re not waiting for 
it to trickle down as we do for many advanced 
technologies. That’s not good enough.”
Consumer protection regulation 
The World Payments Report 2014 includes 
cross-border, low value payments processing 
as one of the Key Regulatory and Industry 
Initiatives (KRIIs) in Payments. 
“ Efficiency and transparency of cross-border, 
low value payments is addressed by KRIIs 
across all regions… 
 In the US, Dodd-Frank 1073 came into  
effect in 2013. This is likely to push  
up the cost of compliance for low value 
payments as banks need to disclose the 
amount and time final funds will be received. 
In Europe, similar requirements to Section 
1073 are being considered in PSD II.” 
Source: World Payments Report 2014, 
Capgemini and Royal Bank of Scotland
Existing infrastructure 
Solution providers will likely need to consider 
new forms of partnership and strategic alliance 
to remain competitive and to deliver solutions, 
channels and capabilities that will meet the 
needs and expectations of end-clients with  
a relative abundance of alternative choices in 
2020 and beyond. These partnerships will be 
defined more by their depth and sophistication 
than by their breadth and global reach,  
as ‘global’ becomes the new normal. 
The recasting of traditional correspondent 
banking relationships, previously approached 
as “the more the better”, is a stark illustration 
of the transformational forces at work and  
the resultant new efforts required to build a 
bridge to the future of the payments business.
Additionally, the development of increasingly 
integrated, possibly global, Automated Clearing 
House (ACH)-style models will drastically 
reshape the payments business, shifting the 
focus from traditional correspondent banking 
and wire-based solutions to arguably more 
efficient and less costly models that effectively 
cut out the correspondent ‘middleman’. 
Source: BNY Mellon – Global Payments 
2020: Transformation and Convergence
Mobile payments 
In Sub-Saharan Africa, where traditional 
banking has been hampered by transportation 
and other infrastructure problems, mobile 
banking has expanded to 16% of the market. 
Source: World Bank – the Global Findex 
database
Mobile financial services have the potential  
to dramatically increase financial inclusion for 
vast sections of unbanked households and 
small businesses. The IFC’s global programme 
aims to support the development of innovative 
and sustainable payment solutions, using 
technologies such as mobile phone and 
payment card infrastructure to deliver payment 
and other financial services at low cost.
Source: IFC Access to Finance Annual 
Review, 2013
CAGR Growth Growth
’09-’12 ’12-’13 ’12-’13
Global 7.5% 9.4%
 
Emerging Asia 20.6% 23.9%
 
CEMEA 23.5% 25.9%
20.2%
 
Latin America 11.0% 12.5%
 
Mature Asia-Pacific 8.3% 12.0%
 
Europe (including Eurozone) 4.3% 4.3%
5.6%
 
North America (US and Canada) 4.2% 4.9%
Source: Capgemini and RBS, World Payments Report 2014
Developing Mature 11
Earthport plc Annual Report and Accounts 2014
Live Countries
Earthport Network
As at year end, Earthport was live in 63 countries. As the largest open network 
for bank payments, Earthport can reach low value clearing systems in these 
countries and use correspondent banking for all others. Earthport continues  
to build out its network of partners for low value clearing and is working  
on a roadmap of short, medium and long term developments. 
Earthport is planning to add at least a further 25 countries to its network  
in the next couple of years. The roadmap for connecting into additional 
countries is split by short, medium and long term over the two year period.
Eurozone
Austria
Belgium
Cyprus
Estonia
Finland
France
Germany
Greece
Ireland
Italy
Latvia
Luxembourg
Malta
Monaco
Netherlands
Portugal
Slovakia
Slovenia
Spain
Other Europe
Albania
Bosnia
Bulgaria
Czech Rep.
Croatia
Denmark
Hungary
Iceland
Liechtenstein
Lithuania
Norway
Poland
Romania
Russia
Serbia
Sweden
Switzerland
Turkey
United Kingdom
Asia Pacific
Australia
China
Hong Kong
India
Indonesia
Macau
Malaysia
New Zealand
Philippines
Singapore
Thailand
Vietnam
North America
Canada
US
Mexico
Latin America
Brazil
Colombia
Chile
Peru
Africa and Middle East
Egypt
Morocco
South Africa
Zambia
Mauritius
UAE
$2. 1 trillion
estimated payment revenues 
by 2023
8% CAGR
volume of cross-border 
payments from 2012 - 2022
232 million
international migrants in 2013
16%
market share mobile banking 
in Sub-Saharan Africa
Market in numbers
 Live
 Planned 12
Earthport plc Annual Report and Accounts 2014
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 e-Commerce space, we recognise the importance of an adaptive and robust 
risk management process to support our growth objectives.
The Company therefore deploys a 2-way ‘top down-bottom up’ approach to identify, mitigate and manage potential risks. 
At the governance level, the Board-appointed Audit, Compliance and Risk Committees monitor all major risks and threats on an on-going 
basis, and constantly advise the management on industry trends and its risk management aspects.
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 2013-14 and mitigation
Revenue Risk Concentration in a limited no. of clients could cause 
a major fluctuation in the revenue stream.
We continue to develop a strong pipeline to 
broaden our client base both in number and 
geographically.
Clients might want to take the process in-house. We have established good relationships with  
our customers 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.
Time taken from the time a client signs up to actual 
revenue realisation is substantial and varies 
significantly across each client.
A dedicated client integration team monitors 
progress with implementation of deals won, which 
are also actively monitored at the management 
committee and Board level.
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; and
• 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; and 
• 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.
Reputational Risk Negative shareholder and major customer reaction 
to adverse client activity or corporate negligence.
The Finance 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 cannot meet our stringent 
requirements we will exit those relationships  
as appropriate. 13
Earthport plc Annual Report and Accounts 2014
Risk Risk Description Trend of the Risk in 2013-14 and mitigation
Operational Risk Operational Risk is defined as “The risk of loss 
resulting from inadequate or failed internal 
processes, people and systems or from  
external events”.
In the Earthport Group, such an Operational  
Loss could be financial (company or client money), 
reputation, client relationship or other such risk.
Typical examples of risks to the operations may  
be business interruption through computer outage; 
clerical error; lack of internal controls, external 
threats of terrorism or natural disaster.
The Earthport Group Operational Risk Register is  
a control managed by the Chief Operating Officer 
and is used to manage Operational Risk across the 
Group. The Register is a prioritised list of all known 
operational risks to the business and a remediation 
plan against them. 
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; and
• 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.
Our high levels of straight-through processing 
(STP) minimise the risk of clerical error and we  
are always conscious of the need to maintain  
and improve our internal controls.
Network partners performance risk: Earthport’s 
business is dependent on its access to local clearing 
and payments systems in several 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 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.
We have always performed regular reconciliation 
processes across our operational businesses.  
We are now introducing further automation in to 
this area as well as increasing the staff working 
independently on reconciliation processes on  
a daily basis.
Employee Fraud. 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. Earthport continues to  
invest 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.
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, 4-eye 
processes, frequent reconciliations as well as strict 
staff on-boarding checks) continue to ensure that 
we remain vigilant against this potential.
Earthport has implemented a strong Code of 
Conduct which incorporates a ‘Whistle Blowing’ 
policy ensuring staff have multiple routes to 
confidentially protect the integrity of the business.  14
Earthport plc Annual Report and Accounts 2014
Principal Risks and Uncertainties
Continued
Risk Risk Description Trend of the Risk in 2013-14 and mitigation
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 additional staff satisfaction programmes 
are being put in place in conjunction with our 
expanded Human Resources team.
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.
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. Our Treasury function has been 
enhanced through the acquisition of Baydonhill in 
November 2013, and this function is integrated into 
the Earthport function. Further investment is being 
made to further strengthen this function across the 
whole 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. 15
Earthport plc Annual Report and Accounts 2014 16
Earthport plc Annual Report and Accounts 2014
Earthport’s employees, primarily  
based in London and New York,  
are truly international and diverse  
with over 50 nationalities represented. 
It is an inspirational and exciting  
business to be part of and we move  
fast to capture market opportunity.
An environment that 
fosters productivity,  
innovation and 
responsibility.
Our People
 “I was fascinated with the idea of 
presenting a model to prospects  
that is such a clear win-win situation  
for both parties… and that no one else 
can offer either!
I love being part of an organisation with 
such a dynamic and positive attitude. 
It’s extremely rewarding to feel that I am 
personally able to contribute to making 
things better for us and our clients.
I am passionate about working in a 
company that offers such a unique 
service and has the potential to 
revolutionise the market/industry.” 
Diana Andrade 
Sales Solutions Consultant 
London 17
Earthport plc Annual Report and Accounts 2014
 “Speaking as a person who left 
Earthport to work at an international 
Bank and returned a year later to a  
new role, for me what makes Earthport 
different from other companies is  
the people. There’s an environment  
that fosters productivity, innovation  
and responsibility and most importantly, 
people are friendly and sociable.  
I have many genuine friends at  
the company.” 
Rosie Faulkner 
Senior Compliance Officer 
London
 “Making the decision to work at Earthport 
is one of the best moves I’ve made in  
my career. At Earthport, the environment, 
people and culture really is like no other 
– the organisation strives on creating a
highly collaborative, innovative, relaxed, 
warm, and unparalleled work-life balance 
for every individual in the team. From  
day one, I’ve found everyone to be so 
incredibly helpful and willing to offer 
whatever they can to help you become 
an expert in what you do. The potential 
for learning and growth is endless – the 
organisation is constantly growing and 
developing itself, all without losing sight  
of what’s in the best interest of the 
employees. It really goes to show how 
much every member of the team is 
valued and can make an impact to the 
organisation, which is clearly exuded 
from every member in the organisation.  
It makes waking up and coming into  
work much more fun and exciting!” 
Shi-Huey Chen 
Professional Services Consultant 
New York
 “Baydonhill rewards hard working 
and ambitious staff with professional 
development and progression 
opportunities, providing a close knit  
and friendly environment that has  
been a pleasure to be a part of.”
George Ioannou
Head of Client Services for Baydonhill 
London
A large proportion of the world’s population survives on remittances 
from family members working overseas. The World Bank estimated 
that cross-border emigrants’ remittances reached $534 billion  
in 2012 – four times the foreign aid total. Migrant remittances  
are largely done through informal channels or are susceptible  
to very expensive options. Governments world over are driving 
financial inclusion by encouraging more people to open bank 
accounts and mobile wallets. This brings safety, regulatory oversight 
and reduced transaction costs to overseas migrant remittances. 
Earthport with its pioneering business model, has a huge role to 
play in serving as the cross-border payments engine to all regulated 
institutions like banks, money transfer organisations etc. Earthport’s 
solution provides an opportunity to reduce the cost of these 
remittances, increase the speed and accuracy of the payment into 
any bank account in the world. This goes a long way in supporting 
financial inclusion across many countries globally. 
This is a key reason for the International Finance Corporation 
(IFC) to invest in Earthport. “Earthport’s technology cuts the costs 
and delays of international money transfers, facilitating trade for 
SMEs and remittances for migrant workers – key priorities for  
IFC in helping people in developing countries improve their lives,”  
said Vincent Gouarne, IFC Director for Infrastructure.
As a part of its strategy Earthport will continue to invest in its 
product and network capability to continuously enhance our 
offering to support this cause of financial inclusion.
Financial Inclusion  18
Earthport plc Annual Report and Accounts 2014
Board of Directors
Name and Title
Hank Uberoi Philip Hickman Chris Cowlard Sajeev Viswanathan 
Chief Executive Officer 
Executive Director
Chairman 
Non-Executive Director
Chief Operating Officer 
Executive Director
President, Global Head  
of Strategy and Product 
Executive Director
Biography “ I believe there’s no other 
company like Earthport and 
that it’s a positive disruptive 
force in the industry. What 
really excites me is that 
through Earthport we’re 
creating not another  
brand but enabling  
a new ecosystem.”
Hank Uberoi is Earthport’s 
current CEO and has served 
as Executive Director since 
February 2010. Previously 
an investor, Hank says it was 
Earthport’s unique offering  
in the payments market and 
huge growth potential that 
made him want to become 
more involved and lead the 
Company to success.
Before joining Earthport, 
Hank focused on investments 
in technology, financial 
services and payments with 
an emphasis on cross-border 
business models. Until April 
2004 he was the Chief 
Operating Officer at Citadel 
Investment Group. Hank 
previously spent 14 years at 
Goldman Sachs, where he 
was a partner and Co-Chief 
Operating Officer of the 
technology division.
Hank graduated from Williams 
College, Massachusetts, with 
a BA, Magna Cum Laude. 
Given Earthport’s global 
reach, Hank divides his time 
between the New York office 
and the London headquarters.
 “ In the current dynamic 
environment, the whole 
payments landscape needs 
to be redefined, and new 
players should not compete 
with, but partner with,  
the institutions that  
already exist in the market. 
Earthport has shown 
through recent agreements 
how it is helping to  
change the market  
in an innovative way.”
Phil Hickman is a veteran  
in the financial industry  
with over 45 years of  
banking experience.  
He led a successful 32-year 
career with HBSC prior  
to being appointed as a 
Non-Executive Chairman  
at Earthport in November 
2010. During his tenure at 
HSBC Phil 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 Limited.
After roles at Processing 
Solutions Limited and PGH 
Business Solutions Limited, 
an independent consultancy 
focusing on numerous 
business functions including 
payment systems, business 
process outsourcing and 
strategic development, 
Earthport was brought  
to Phil’s attention and  
he became interested  
in the Company’s vision  
on the future of the  
payments industry.
 “ At Earthport I thrive  
in the ability to shape the 
structure of the Company, 
putting the right people, 
processes and controls  
in place to allow us to 
provide the best level of 
service to our clients.” 
With over 20 years’ 
experience in financial 
services and software, Chris 
Cowlard has been Earthport’s 
Chief Operating Officer since 
early 2011 and was appointed 
to the Board as Executive 
Director in 2012. Chris is 
responsible for the operations 
running Earthport’s service, 
including payments 
processing and liquidity 
management, bringing  
clients on board to the service 
and technology including 
Earthport’s IT infrastructure, 
software development and 
data centre management. 
Prior to Earthport, Chris 
worked at Broadridge 
(previously ADP Wilco) as 
Development Manager and 
then Programme Manager. 
From 2005 to 2011, Chris  
was Global Client Delivery 
Director at Coexis Ltd and 
then Head of Client Services 
at GBST Ltd, delivering 
solutions to global investment 
banks. From an early interest 
in programming, Chris now 
cites benefits-realisation  
and people management  
as the principal motivations  
in his career.
Chris holds a degree in 
Mathematics and Computing 
awarded by the University  
of Bath. 
 “ The confluence  
of technological 
advancements, universal 
demand for efficiency in 
cross-border payments and 
a proven business model 
that the company has 
meticulously developed 
over the last few years  
has created an hitherto 
unprecedented market 
opportunity for Earthport.  
It is this challenging and 
exciting opportunity to 
create value alongside  
a fantastic team that  
brings me to Earthport.”
An accomplished banker, 
investor and entrepreneur 
Sajeev Viswanathan joined 
Earthport in June 2014. 
Sajeev is spearheading 
Earthport’s strategy, 
specifically focussing on 
expanding the company’s 
global footprint and product 
management.
Previously, Sajeev held the 
position of Managing Director 
and Chief Executive Officer  
of Bhartiya Samruddhi 
Financial Services (BASIX),  
a well-known microfinance 
company in India and also 
served on the board of micro 
payments company BASIX 
Sub-K iTransactions. Prior to 
this, Sajeev spent a successful 
18 years with multi-national 
financial institution Citigroup, 
as Managing Director in the 
Global Transaction Services 
(GTS) business, heading the 
Global Receivables and Trade 
Finance business and earlier 
as Chief Administrative 
Officer, GTS EMEA. He also 
served as Risk Director on  
the Board of Citicorp Trustee 
Company.
Sajeev has an MBA from 
Thiagarajar School of 
Management and a BSc in 
Physics from Loyola College, 
Chennai; and is an alumni  
of the Business In the 
Community Programme run 
by the Prince of Wales Trust 
and Cambridge University.
Term of Office (since) 18 February 2010 18 November 2010 5 October 2012 15 October 2014
Committee 
Membership
Nominations Committee 
(Chairman)
Audit Committee (Chairman) 
Remuneration Committee  
Nominations Committee 19
Earthport plc Annual Report and Accounts 2014
Mohit Davar Jorge Moran Vinode Ramgopal Paul Thomas Terry Williams
Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director
 “ The payments industry  
is constantly evolving.  
I particularly enjoy helping 
Earthport build its business 
development network, 
working on projects in 
China, Taiwan and Korea, 
which is really exciting and 
uses my own international 
development skills.” 
Mohit Davar was appointed  
to the Board at Earthport in 
2012. With over 16 years’ 
experience in the global 
remittance industry and even 
more in the financial industry 
as a whole. Mohit is an 
advisor used to managing 
relationships with banks  
and financial institutions.
He enjoys working for 
start-ups in regulated 
industries where the 
environment can be 
fast-paced and ripe for 
innovation. Mohit began his 
career at insurance brokers 
Thomas Cook M&A, followed 
by Sedgwick, and then in 
1997 was part of the team 
that formed the joint venture 
between Moneygram and 
Thomas Cook. After his 
experience with Moneygram 
and Thomas Cook, in 2003 
Mohit set up Travelex Money 
Transfer, which was acquired 
by Coinstar Inc.
Three years later, Mohit 
created another successful 
global money transfer 
company which was sold  
to Sigue Corporation in  
June 2011. 
 “Earthport is unlike any 
other payments platform.  
It is a truly unique concept 
that allows our partners and 
their clients to keep-pace 
with a now global economy. 
I am excited to be part of 
Earthport’s evolution as we 
continue to bring value to 
the industry, redefining the 
cross-border payments 
business from the core.” 
Jorge Moran has brought his 
considerable insight into the 
global financial industry to 
benefit Earthport’s growth 
strategy since May 2014.
Most recently, Jorge was 
CEO and President of 
Sovereign Bank and 
Santander’s US country 
head; Jorge also spent time 
as CEO of Santander’s 
insurance and asset 
management business.  
Prior to that Jorge was  
COO and a Board Director  
at Abbey in the UK. Before 
Santander Group, Jorge was 
partner of AB Asesores, a 
leading brokerage firm in the 
Spanish market which was 
acquired by Morgan Stanley 
in 1999. Following that 
acquisition, he served as 
CEO of Morgan Stanley  
for Spain and Portugal.
Jorge was conferred  
an Honorary Doctor of 
Commercial Science by 
Bentley University and holds 
a BA in Economics and 
Business from the University 
of ICADE in Madrid.
 “ Earthport is an extra-
ordinary vision. It is solving 
the hardest leg of the global 
payments system – cross-
border payments. There are 
large economic, regulatory 
and social benefits from 
this vision. For many 
developing countries,  
the Earthport offering can 
have a far reaching impact. 
This is a deep, multilayered, 
multiyear commercial 
opportunity.”
Vinode Ramgopal joined  
the Earthport Board in April 
2010. He has spent over 30 
years in the financial services 
industry as an investment 
banker, entrepreneur and 
investor. In 2000, Vinode 
founded the Marco Polo 
Group, a financial services 
firm focused on investing  
and trading across global 
emerging markets; Marco 
Polo Network, a group 
subsidiary, was the first 
electronic network for cross- 
border trading of exchange 
listed securities, linking over 
150 markets through Asia, 
Africa, Europe and the 
Americas. Vinode previously 
worked at Lehman Brothers 
Investment Banking division 
leading the firm’s Global 
Privatization Group and 
Emerging Markets 
Investment Banking 
practices.
Vinode is currently a  
Senior Advisor to Albright 
Stonebridge Group and an 
Executive Advisor to Aquiline 
L.L.C.. He was educated  
at the London School of 
Economics and Merton 
College, Oxford.
 “ I am excited to be part of a 
model that has the potential 
to change the industry. I’m 
interested in new ideas that 
turn into services of such 
value to our clients that 
they continue to work  
with us for a long time.  
At Earthport it is all about 
service and supporting  
the client.” 
Paul Thomas served as 
Executive Director and Chief 
Commercial Officer with 
Earthport from January 2011 
and stepped down in October 
2014 to continue his service 
as a Non-Executive. In his role 
as Chief Commercial Officer, 
Paul led the commercial side 
of the business and was 
responsible for Earthport’s 
sales, marketing and product 
management functions.  
Prior to joining Earthport,  
Paul was Managing Director  
of International Operations  
for Fiserv’s investment 
services business.
He has managed the 
development of new business 
into some of the world’s 
largest financial service 
organisations including 
Barclays, JPMorgan, 
Deutsche Bank, Goldman 
Sachs, HSBC and the 
Singapore Stock Exchange. 
Early in his career Paul 
started bond-trading company 
Iceberg Software and 
continued to develop trading 
systems there after it was 
acquired by ADP Wilco. The 
opportunity to keep innovating 
attracted Paul to Earthport.
In a career that began in 
sales at Bloomberg, Paul has 
also worked at SunGard.
 “ A customer-focused 
organisation capitalising 
on a market opportunity 
through technology 
solutions and the sheer 
application of talented 
people; Earthport ticks  
all the boxes for me.” 
Since 2010 Earthport has 
benefited from Terry Williams’ 
considerable technology 
knowledge, talent at spotting 
market opportunities and 
experience of building viable 
growth businesses. 
Terry is a technology 
pioneer. He started off in 
programming in the late 
1960s when he joined 
National Cash Registers 
(NCR) and quickly realised 
that, as someone who 
understood technology,  
he could make a freelance 
career selling his 
programming skills.  
At the time, computing  
was a brave new world.
After NCR Terry built up 
Wilco and established it as  
a global leader in creating 
bespoke stock control and 
order processing systems  
in industries as diverse as 
wine merchants, building and 
distribution. Wilco produced 
EPOS systems for Unwins 
and a system to manage 
Euro bond settlements for 
financial services company 
Cresvale which, as the de 
facto standard for these 
settlements, he then 
productised as ‘Gloss’ and 
marketed to companies 
including Goldman Sachs.
5 January 2012 16 May 2014 30 April 2010 11 January 2011 18 November 2010
Audit Committee Audit Committee 
Remuneration Committee 
(Chairman)
Remuneration Committee 
Nominations Committee 20
Earthport plc Annual Report and Accounts 2014
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 2014. Earthport plc is a public listed Parent Company, incorporated and domiciled in England and Wales and quoted on AIM.
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 2 to 7. 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. The Group raised £3.9 million during the year through issuance of equity, exercise of options and warrants. Since  
the year end, the Group raised gross proceeds of £26.6 million (net £26.3 million) through the placing and subscription of 65 million ordinary shares. 
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. The Directors are confident that sufficient funds are in place to support the going concern 
status of the Group. 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 £6.70 million (FY 2013: £8.13 million).
The Directors are unable to recommend the payment of a dividend for the year (FY 2013: £nil).
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 2013:
H Uberoi
V Ramgopal
P Hickman
T Williams
P Thomas
M Davar
C Cowlard
J Moran (appointed 16 May 2014) 
S Viswanathan (appointed 15 October 2014)
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, Jorge Moran, and Sajeev Viswanathan (as appointed before the AGM), Philip Hickman and Vinode Ramgopal 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’ Report 21
Earthport plc Annual Report and Accounts 2014
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 2014
Ordinary shares  
of 10p each 
30 June 2013
H Uberoi 26,062,450 11,641,818
P Hickman 100,000 100,000
T Williams 4,488,311 4,488,311
V Ramgopal – –
P Thomas – –
M Davar 355,464 240,871
C Cowlard – –
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 2014 
(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 2013 
(or date of 
appointment  
if later)
Ordinary 
shares of  
10p each  
30 June 2013 
(or date of 
appointment  
if later)
Options Warrants Options Warrants
H Uberoi 27p 41,000,000 – 29,000,000 14,420,632
P Hickman 27p 1,200,000 – 900,000 –
V Ramgopal 27p 800,000 – 600,000 –
T Williams 27p 800,000 – 600,000 –
M Davar 26p 1,150,000 – 950,000 –
P Thomas 13p 2,650,000 – 3,650,000 –
C Cowlard 13p 2,500,000 – 3,500,000 –
Warrants issued to Hank Uberoi were in relation to his role in the fundraising in February 2010. These warrants were exercised on 30 June 2014.
Major Interests in Shares
As of 7 October 2014 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. 41,000,000 8.6
Henderson Global Investors 40,227,815 8.5
International Finance Corporation 34,990,861 7.4
Schroder Investment Management Ltd 29,650,286 6.2
Bay Capital Investments Ltd* 27,973,121 5.9
H U Investments L.L.C.** 26,062,450 5.5
Blackrock Inc. 23,496,281 4.9
Ruffer L.L.P. 21,900,000 4.6
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 is the Vice Chairman and a non-controlling shareholder of Bay Capital investments Ltd.
** Hank Uberoi is the Managing Partner of H U Investments L.L.C., includes holdings in subsidiaries. 22
Earthport plc Annual Report and Accounts 2014
Charitable and Other Donations
No charitable or political donations made in the year ended 30 June 2014 (FY 2013: £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 an 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.
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 2014, the Company 
had an average of 35 days purchases outstanding in trade payables (FY 2013: 36 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 2014 Annual General Meeting is set out on page 52.
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 L.L.P. has expressed its willingness to continue in office as Auditor of the Company and a resolution to reappoint  
Baker Tilly UK Audit L.L.P. 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
22 October 2014
Directors’ Report 
continued 23
Earthport plc Annual Report and Accounts 2014
Corporate Governance
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. 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 2014 comprised three Executive Directors and five Non-Executive Directors. The Board meets regularly 
throughout the year.
Audit Committee
The Audit Committee comprises Phil 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 terms  
of any related party transactions are required to be approved by the Committee. The Audit Committee meets four to five times during the year.
Remuneration Committee
The Remuneration Committee comprises Vinode Ramgopal (Chairman), Phil 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. Board members 
absent themselves from discussion involving their own remuneration.
Nominations Committee
The Nominations Committee comprises Hank Uberoi (Chairman), Phil Hickman and Terry Williams. It meets as necessary to select suitable 
candidates for the appointment of Directors and other senior appointments.
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. 24
Earthport plc Annual Report and Accounts 2014
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 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; and
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 United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in 
other jurisdictions.
Statement of Directors’ Responsibilities in Respect of the Financial Statements 25
Earthport plc Annual Report and Accounts 2014
We have audited the Group and Parent Company financial statements (‘the financial statements’) on pages 26 to 51. 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 24 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 2014 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; and
• 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; or
• The Parent Company financial statements are not in agreement with the accounting records and returns; or
• Certain disclosures of Directors’ remuneration specified by law are not made; or
• We have not received all the information and explanations we require for our audit.
David Clark (Senior Statutory Auditor)
For and on behalf of BAKER TILLY UK AUDIT L.L.P., Statutory Auditor
Chartered Accountants
25 Farringdon Street
London EC4A 4AB
22 October 2014
Independent Auditor’s Report 
To the Members of Earthport plc 26
Earthport plc Annual Report and Accounts 2014
Consolidated Statement of Comprehensive Income
For the year ended 30 June 2014
Notes 
2014 
£’000
2013 
£’000
Continuing operations:
Revenue 4 10,820 4,143
Cost of sales – before warrant charge (2,570) (959)
Adjusted gross profit 8,250 3,184
Cost of sales – warrant charge 18 (317) –
Gross profit 7,933 3,184
Administrative expenses 8 (14,370) (9,679)
Adjusted operating loss (6,437) (6,495)
Share-based payment charge 24 (1,745) (1,649)
Exceptional items – acquisition costs 29 (439) –
Unrealised fair value adjustment 29 2,274 –
Operating loss (6,347) (8,144)
Finance income 6 18 17
Loss before taxation 7 (6,329) (8,127)
Income tax expense 9 (371) –
Loss for the year and total comprehensive income attributable to owners of the Parent (6,700) (8,127)
Loss per share – basic and fully diluted 10 (1.76p) (2.55p)
There were no items of other comprehensive income for the year. 27
Earthport plc Annual Report and Accounts 2014
Notes
2014 
£’000
2013 
£’000
Assets
Non-current assets
Goodwill 28 2,709 –
Intangible assets 11 6,394 1,328
Investment 13 225 –
Deferred tax asset 17 541 –
Property, plant and equipment 12 294 118
10,163 1,446
Current assets
Trade and other receivables 14 7,468 1,400
Derivative financial assets 30 197 –
Cash and cash equivalents 15 9,461 13,419
17,126 14,819
Total assets 27,289 16,265
Liabilities
Current liabilities
Trade and other payables 16 (7,223) (576)
Derivative financial liabilities 30 (1,239) –
Loan 27 (344) –
(8,806) (576)
Non-current liabilities
Contingent consideration 27 (2,489) –
Deferred tax liability 17 (867) –
(3,356) –
Total liabilities (12,162) (576)
Net assets 15,127 15,689
Equity
Share capital 18 64,016 61,587
Share premium 19 58,213 57,020
Interest in own shares 20 (1,456) (1,910)
Merger reserve 9,200 9,200
Share-based payment reserve 9,632 8,980
Warrant reserve 317 914
Retained earnings (124,795) (120,102)
Equity attributable to owners of the Parent 15,127 15,689
The financial statements on pages 26 to 51 were approved by the Board of Directors and authorised for issue on 22 October 2014 and are 
signed on its behalf by:
Hank Uberoi
Consolidated Statement of Financial Position
As at 30 June 2014 28
Earthport plc Annual Report and Accounts 2014
Company Statement of Financial Position
As at 30 June 2014
Notes
2014 
£’000
2013 
£’000
Assets
Non-current assets
Intangible assets 11 1,662 1,328
Property, plant and equipment 12 166 118
Investments 13 6,047 2
7,875 1,448
Current assets
Trade and other receivables 14 3,802 1,433
Cash and cash equivalents 15 5,847 13,373
9,649 14,806
Total assets 17,524 16,254
Liabilities
Current liabilities
Trade and other payables 16 (1,421) (546)
(1,421) (546)
Non-current liabilities
Contingent consideration 27 (2,489) –
(2,489) –
Total liabilities (3,910) (546)
Net assets 13,614 15,708
Equity
Share capital 18 64,016 61,587
Share premium 19 58,213 57,020
Interest in own shares 20 (1,355) (1,809)
Merger reserve 9,200 9,200
Share-based payment reserve 9,632 8,980
Warrant reserve 317 914
Retained earnings (126,409) (120,184)
Equity attributable to owners of the Parent 13,614 15,708
The financial statements on pages 26 to 51 were approved by the Board of Directors and authorised for issue on 22 October 2014 and are 
signed on its behalf by:
Hank Uberoi 29
Earthport plc Annual Report and Accounts 2014
Notes
2014 
£’000
2013 
£’000
Net cash used in operating activities 25 (4,356) (5,912)
Investing activities
Purchase of property, plant and equipment (244) (24)
Capitalised intangible fixed assets (1,110) (1,173)
Trade investment (225) –
Subsidiary acquired net of cash received (1,841) –
Net cash used in investing activities (3,420) (1,197)
Financing activities
Proceeds on issuance of ordinary shares (net of costs paid) 1,531 14,300
Proceeds on exercise of warrants 1,934 462
Proceeds on exercise of options through Joint Share Ownership Plan 483 –
Repayment of loan (130) –
Net cash from financing activities 3,818 14,762
Net (decrease)/increase in cash and cash equivalents (3,958) 7,653
Cash and cash equivalents at the beginning of the year 13,419 5,766
Cash and cash equivalents at the end of the year 9,461 13,419
Consolidated Statement of Cashflows
For the year ended 30 June 2014 30
Earthport plc Annual Report and Accounts 2014
Company Statement of Cashflows
For the year ended 30 June 2014
Notes
2014 
£’000
2013 
£’000
Net cash used in operating activities 25 (6,784) (5,919)
Investing activities
Purchase of property, plant and equipment (176) (24)
Capitalised intangible fixed assets (958) (1,173)
Investment in subsidiary (3,331) –
Trade investment (225) –
Net cash used in investing activities (4,690) (1,197)
Financing activities
Proceeds on issuance of ordinary shares (net of costs paid) 1,531 14,300
Proceeds on exercise of warrants 1,934 462
Proceeds on exercise of options through Joint Share Ownership Plan 483 –
Net cash from financing activities 3,948 14,762
Net (decrease)/increase in cash and cash equivalents (7,526) 7,646
Cash and cash equivalents at the beginning of the year 13,373 5,727
Cash and cash equivalents at the end of the year 5,847 13,373 31
Earthport plc Annual Report and Accounts 2014
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 2012 51,571 51,318 (954) 9,200 7,331 1,312 (112,373) 7,405
Loss for the year, being total comprehensive 
income for the year – – – – – – (8,127) (8,127)
Transactions with owners
Share-based payments
– employee share options charge – – – – 1,649 – – 1,649
– warrants 437 25 – – – (398) 398 462
Issue of ordinary shares 9,579 5,870 (956) – – – – 14,493
Cost of share issues – (193) – – – – – (193)
Total transactions with owners of the Parent, 
recognised directly in equity 10,016 5,702 (956) – 1,649 (398) (7,729) 8,284
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
Share-based payments
– 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
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.
Consolidated Statement of Changes in Equity
For the year ended 30 June 2014 32
Earthport plc Annual Report and Accounts 2014
Company Statement of Changes in Equity
For the year ended 30 June 2014
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 2012 51,571 51,318 (853) 9,200 7,331 1,312 (112,426) 7,453
Loss for the year, being total comprehensive 
income for the year – – – – – – (8,156) (8,156)
Transactions with owners
Share-based payments
– employee share options charge – – – – 1,649 – – 1,649
– warrants 437 25 – – – (398) 398 462
Issue of ordinary shares 9,579 5,870 (956) – – – – 14,493
Cost of share issues – (193) – – – – – (193)
Total transactions with owners of the Parent, 
recognised directly in equity 10,016 5,702 (956) – 1,649 (398) (7,758) 8,255
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
Share-based payments
– 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 33
Earthport plc Annual Report and Accounts 2014
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 20 to 22.
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. The Group raised £3.9 million during the year through issuance of equity, exercise of options  
and warrants. Since the year end, the Group raised gross proceeds of £26.6 million (net £26.3 million) through the placing and subscription 
of 65 million ordinary shares. 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, the Directors are confident that sufficient funds 
are in place to support the going concern status of the Group. 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 £8,232,000 (FY 2013: £8,156,000).
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 12 – Income Taxes – Amendment; Deferred Tax: Recovery of Underlying Assets
• IAS 1 – Presentation of financial statements – Amendment; Presentation of items of other comprehensive income
• IFRS 10 – Consolidated Financial Statements – Amendment; Transition Guidance
• IFRS 12 – Disclosure of Interest in Other Entities – Amendment; Transition Guidance
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 – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
• IFRS 11 – Accounting for Acquisitions of interests in Joint Operations
• IFRS 15 – Revenue from Contracts with Customers
• IAS 16 and IAS 38 – Clarification of Acceptable Methods of Depreciation and Amortisation
• IAS 19 – Employee Benefits – Amendment; Defined Benefit Plans: Employee Contributions
• IAS 27 – 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 2014. 
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.
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 Company 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.
Notes to the Financial Statements
For the year ended 30 June 2014 34
Earthport plc Annual Report and Accounts 2014
3. Accounting Policies continued
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; and
• 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.
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 (25%)
Online system 4 years (25%)
Customer relationships 10 years (10%)
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
Notes to the Financial Statements continued
For the year ended 30 June 2014 35
Earthport plc Annual Report and Accounts 2014
3. Accounting Policies continued
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 with in 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.
Derivative financial instruments
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 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’ fund 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 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. 36
Earthport plc Annual Report and Accounts 2014
3. Accounting Policies continued
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 as at 30 June 2016 are above £3.55 million or prorated otherwise.
Deferred tax asset
Deferred tax in respect of Baydonhill’s unutilised trading losses has been recognised in full since the year 31 March 2010. The Company has 
prepared a five-year forecast which suggests sufficient taxable profits to utilise the outstanding the tax losses within five years. The tax rates 
substantively enacted as at 31 March 2014 have been adopted in computing the deferred tax asset.
4. Segment Information
Revenue, loss and net assets/liabilities are all attributable to one business segment operating from the Group’s headquarters in London, United 
Kingdom. This is consistent with the information reviewed by the chief operating decision maker. During the year the Group was evolving and 
management did not segment the revenues into discrete business segments. We are now analysing our business performance in different 
categories and will be reported in future annual accounts. The segmental analysis by location of customers is as follows:
2014 
£’000
2013 
£’000
United Kingdom 7,220 2,260
Europe 557 340
North America 2,295 1,137
Rest of the world 748 406
10,820 4,143
5. Employees
The average monthly number of persons (including Executive Directors) employed by the Group during the year was:
2014 
Number
2013 
Number
Directors 3 3
Other employees (excluding contractors) 141 72
144 75
Staff costs for the above persons:
2014 
£’000
2013 
£’000
Wages, salaries, commission and other 7,863 5,255
Social security costs 894 547
Share-based payment 1,745 1,649
Other pension costs 206 189
Gross staff costs 10,708 7,640
Less: staff costs capitalised (977) (1,173)
Staff costs after capitalisation 9,731 6,467
Of the staff costs shown above, £1,006,000 (FY 2013: £113,000) is included in cost of sales.
The above staff costs are exclusive of £977,000 (FY 2013: £1,173,000) which has been capitalised as a development cost during the year.
Notes to the Financial Statements continued
For the year ended 30 June 2014 37
Earthport plc Annual Report and Accounts 2014
5. Employees continued
Basic 
salary 
and fees 
£’000
Compensation 
for loss  
of office 
£’000
Pension 
£’000
Total 
£’000
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
539 – 15 554
Directors’ emoluments 2013
Non-Executive Chairman:
P Hickman 40 – – 40
Executive Directors:
Z Karim (resigned on 31/10/2012) 54 60 2 116
H Uberoi* – – – –
P Thomas 125 – 6 131
C Cowlard (appointed on 05/10/2012) 93 – 5 98
Non-Executive Directors:
V Ramgopal 18 – – 18
T Williams 18 – – 18
M Davar 54 – – 54
402 60 13 475
*  Hank Uberoi received a fixed £7,000 (FY 2013: £7,000) per month towards his expenses including international travel and accommodation that he incurs in relation to Earthport.
He received no other emoluments or reimbursements.
Defined contribution pension benefits are being accrued for two (FY 2013: two) Directors.
Social security costs in respect of the Directors were £39,000 (FY 2013: £36,000).
The share-based payment charge in respect of the Directors was £1,310,000 (FY 2013: £1,114,000).
M Davar has been issued 355,464 ordinary shares of 10 pence each at an average exercise price of 29.54 pence each, in lieu of fee for his 
consultancy services to the Board.
H Uberoi has been granted 10 million and 2 million share options at an exercise price of £0.3275 and £nil respectively during the year.
The Directors are considered to be the key management of the Group.
6. Finance Income
2014  
£’000
2013  
£’000
Interest receivable 18 17 38
Earthport plc Annual Report and Accounts 2014
7. Loss Before Taxation
2014  
£’000
2013  
£’000
Loss before taxation is stated after charging:
Amortisation of intangible assets 1,247 380
Depreciation of property, plant and equipment 162 119
Development costs 137 271
Operating leases:
– property 322 270
Fees payable to the Company’s Auditor:
For the statutory audit of the: 
– Parent and consolidated financial statements 40 47
– subsidiary financial statements 30 –
Fees payable to associates of the Company’s Auditor:
– for tax compliance 10 6
– for other services 2 6
– corporate finance 55 –
8. Administrative Expenses
2014 
£’000
2013 
£’000
Staff and contractor costs 7,985 5,669
Travel and entertainment costs 721 502
Professional services costs 779 718
Sales and marketing costs 259 114
IT operational costs 998 643
Other operational costs 596 421
Other overheads 1,623 1,113
Depreciation of property, plant and equipment 162 119
Amortisation of intangible assets 1,247 380
14,370 9,679
Cost of sales includes bank transaction charges and sales commission.
9. Income Tax Expense
2014
£’000
2013
£’000
Current tax charge – –
Deferred tax charge 371 –
371 –
Factors affecting the tax charge for the year:
Loss before taxation (6,329) (8,127)
Loss before tax multiplied by effective standard rate of corporation tax in the UK of 22.5% (FY 2013: 23.75%) (1,424) (1,930)
Tax effect of:
Expenses not deductible for tax purposes 5 6
Temporary differences not recognised for deferred tax purposes 14 25
Share-based payment charge not recognised for deferred tax purposes 393 392
Losses not recognised for deferred tax purposes 1,383 1,507
Tax charge for the year 371 –
No deferred tax asset has been recognised in relation to trading loss carried forward of £83 million (FY 2013: £77 million).
Notes to the Financial Statements continued
For the year ended 30 June 2014 39
Earthport plc Annual Report and Accounts 2014
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.
2014 
£’000
2013 
£’000
Loss attributable to equity shareholders of the Company (6,700) (8,127)
2014 
Number
2013 
Number
Weighted average number of ordinary shares in issue (thousands) 388,817 329,535
Less: own shares held (thousands) (8,319) (11,058)
380,498 318,477
2014 2013
Basic and fully diluted loss per share (pence) (1.76p) (2.55p)
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.
11. Intangible Assets
Group
Development  
costs  
£’000
Online 
system 
£’000
Customer 
relationships 
£’000
Total 
£’000
Cost
At 1 July 2012 611 – – 611
Additions 1,173 – – 1,173
At 30 June 2013 1,784 – – 1,784
Additions 958 172 – 1,130
Acquisition of subsidiary (note 27) – 1,960 3,223 5,183
At 30 June 2014 2,742 2,132 3,223 8,097
Amortisation 
At 1 July 2012 76 – – 76
Amortisation for the year 380 – – 380
At 30 June 2013 456 – – 456
Amortisation for the year 624 408 215 1,247
At 30 June 2014 1,080 408 215 1,703
Net book value
At 30 June 2014 1,662 1,724 3,008 6,394
At 30 June 2013 1,328 – – 1,328
At 30 June 2012 535 – – 535
Development costs
Company
2014
£’000
2013
£’000
Cost
At 1 July 1,784 611
Additions – internally developed 958 1,173
At 30 June 2,742 1,784
Amortisation 
At 1 July 456 76
Amortisation for the year 624 380
At 30 June 1,080 456
Net book value At 30 June 1,662 1,328
Amortisation for all years is included in administrative expenses in the income statement. 40
Earthport plc Annual Report and Accounts 2014
12. Property, Plant and Equipment
Group
Computer 
equipment 
£’000
Fixtures 
fittings and 
equipment 
£’000
Short 
leasehold 
improvement 
£’000
Total 
£’000
Cost
At 1 July 2012 470 48 77 595
Additions 2 22 – 24
At 30 June 2013 472 70 77 619
Additions 161 83 – 244
Acquisition of subsidiary 25 69 – 94
At 30 June 2014 658 222 77 957
Depreciation
At 1 July 2012 294 14 74 382
Charge for the year 99 18 2 119
At 30 June 2013 393 32 76 501
Charge for the year 120 41 1 162
At 30 June 2014 513 73 77 663
Net book value
At 30 June 2014 145 149 – 294
At 30 June 2013 79 38 1 118
At 30 June 2012 176 34 3 213
Company
Computer 
equipment 
£’000
Fixtures 
fittings and 
equipment 
£’000
Short 
leasehold 
improvement 
£’000
Total 
£’000
Cost
At 1 July 2012 470 48 77 595
Additions 2 22 – 24
At 30 June 2013 472 70 77 619
Additions 133 43 – 176
At 30 June 2014 605 113 77 795
Depreciation
At 1 July 2012 294 14 74 382
Charge for the year 99 18 2 119
At 30 June 2013 393 32 76 501
Charge for the year 106 21 1 128
At 30 June 2014 499 53 77 629
Net book value
At 30 June 2014 106 60 – 166
At 30 June 2013 79 38 1 118
At 30 June 2012 176 34 3 213
Depreciation for all years is included in administrative expenses in the income statement.
Notes to the Financial Statements continued
For the year ended 30 June 2014 41
Earthport plc Annual Report and Accounts 2014
13. Investments
Group
2014 
£’000
2013 
£’000
Available for sale investment 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 30 June 2012 and 2013 11,074
Additions (for details see note 27) 6,045
At 30 June 2014 17,119
Impairment
At 30 June 2012, 2013 and 2014 11,072
Net book value
At 30 June 2014 6,047
At 30 June 2013 and 2012 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 (Acquired on 1 November 2013) FX Services 100% 
Dormant subsidiaries are exempt from audit under S479A of CA2006.
14. Trade and Other Receivables
Group Company
2014 
£’000
2013 
£’000
2014 
£’000
2013 
£’000
Trade receivables 6,427 618 819 618
Other receivables 472 388 395 390
Amount due from subsidiary undertakings – – 2,180 31
Prepayments 569 394 408 394
7,468 1,400 3,802 1,433
Trade receivables amounted to £6,427,000 (2013: £618,000), net of a provision of £129,000 (FY 2013: £nil) for impairment. Movement on the 
Group and Company provisions for impairment were as follows:
2014 
£’000
2013 
£’000
At 1 July – –
Provision for impairment 161 15
Receivables written off during the year (32) (15)
At 30 June 129 –
The average credit period taken on sales of services is 27 days (2013: 30 days). No interest is charged on overdue balances. The Directors 
consider that the carrying amount of trade receivables approximates their fair value. 42
Earthport plc Annual Report and Accounts 2014
15. Cash and Cash Equivalents
Group Company
2014 
£’000
2013 
£’000
2014 
£’000
2013 
£’000
Cash at bank and in hand 9,461 13,419 5,847 13,373
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
2014 
£’000
2013 
£’000
2014 
£’000
2013 
£’000
Trade payables 5,200 222 355 215
Other payables 2 2 2 2
Amount due to subsidiary undertakings – – 1 1
Other taxation and social security 292 131 166 131
Accruals 1,729 221 897 197
7,223 576 1,421 546
Trade payables and accruals principally comprise amounts outstanding in respect of operating costs. The average credit period taken for 
trade purchases is 35 days (FY 2013: 36 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
2014 
£’000
2013 
£’000
1 July – –
Acquisition of subsidiary 1,032 –
Deferred tax charge released to income statement (491) –
30 June 541 –
Deferred tax liability
2014 
£’000
2013 
£’000
1 July – –
Acquisition of subsidiary (987) –
Deferred tax credit released to income statement 120 –
30 June (867) –
The potential deferred tax asset arising on the cumulative losses carried forward is £16.6 million (FY 2013: £15.4 million) has not been 
recognised owning to uncertainty as to its recoverability.
18. Share Capital
Authorised
The Articles of Association were amended on 24 March 2010. The Company has no authorised share capital limit.
Issued
2014 
£’000
2013 
£’000
At start of year: 385,283,294 (FY 2013: 285,123,463) ordinary shares of 10p each 38,528 28,512
Shares issued in the year: 6,703,240 (FY 2013: 90,177,233) ordinary shares of 10p each 670 9,018
Exercise of warrants: 17,585,880 (FY 2013: 4,375,000) ordinary shares of 10p each 1,759 437
Joint Share Ownership Option Plan: nil (FY 2013: 5,607,598) ordinary shares of 10p – 561
At end of year: 409,572,414 (FY 2013: 385,283,294) ordinary shares of 10p each 40,957 38,528
307,449,792 deferred shares of 7.5p each 23,059 23,059
At end of year 64,016 61,587
During the year to 30 June 2014 a total of 6,102,958 ordinary shares of 10 pence each were issued in relation to exercise of employees share 
options amounting to £1,531,000, further 600,282 shares were issued in lieu of fees and 17,585,880 ordinary shares of 10 pence each against 
warrants amounting to £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.
Notes to the Financial Statements continued
For the year ended 30 June 2014 43
Earthport plc Annual Report and Accounts 2014
18. Share Capital continued
The following share issues were completed during the year:
Number  
of shares 
issued
Average 
premium  
in pence
Total 
premium 
£
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
2013
October 2012 52,034,648 4.50 2,341,559
November 2012 3,151,724 4.50 141,828
December 2012 2,482,598 1.56 38,734
January 2013 5,000,000 7.13 356,250
March 2013 2,500,000 1.00 25,000
June 2013 34,990,861 8.55 2,991,719
100,159,831 5,895,090
Transaction costs amounting to £nil (FY 2013: £193,000) in regard to issue of shares were deducted from equity and charged against the share 
premium account.
As well as the employee share options set out in note 24, warrants have been granted with exercise prices and dates shown in the table below.
Last date when exercisable
Exercise 
price
Number of 
warrants 
outstanding  
at 1 July
Granted 
number
Exercised 
number
Number of 
warrants 
outstanding  
at 30 June
2014
31 December 2014 0.11 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
2013
4 January 2013 0.10 1,875,000 – (1,875,000) –
31 December 2014 0.11 20,085,880 – (2,500,000) 17,585,880
21,960,880 – (4,375,000) 17,585,880
During the year 36,601,913 (FY 2013: nil) warrants were granted and a charge of £317,000 (FY 2013: £nil) was recognised with in 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 accordance with the actual revenue generated.
Warrants
2014 2013
Weighted average share price 24.12p 11p
Weighted average exercise price 28p 11p
Volatility 60.64% 82.7%
Expected life 60 months 21 months
Risk-free rate 0.49% 1.23%
Expected dividend yield 0% 0%
Earthport plc singed a multi-year agreement with Bank of America Merrill Lynch, 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. 44
Earthport plc Annual Report and Accounts 2014
18. Share Capital continued
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 2014 and 2013 may be analysed as follows:
Number of ordinary 10p shares
2014 2013
Shares in issue at 30 June 409,572,414 385,283,294
Employee share options (see note 24) 73,635,155 71,257,362
Warrants 36,601,913 17,585,880
JSOP options included in issued share capital (8,139,148) (10,878,229)
Maximum potential fully diluted number of shares 511,670,334 463,248,307
19. Share Premium
Group and Company
2014 
£’000
2013 
£’000
At 1 July 57,020 51,318
New shares 68 5,870
Exercise of warrants 175 25
Exercise of options 950 –
Expenses of share issues – (193)
At 30 June 58,213 57,020
The share premium account represents the excess of consideration received for shares issued above their nominal value net of 
transaction costs.
20. Interest in Own Shares
Group
2014 
£’000
2013 
£’000
At 1 July (1,910) (954)
Addition – (956)
Exercise of options 454 –
At 30 June (1,456) (1,910)
Company
At 1 July (1,809) (853)
Addition – (956)
Exercise of options 454 –
At 30 June (1,355) (1,809)
Group and Company
2014 
Number
2013 
Number
At 1 July 10,878 5,270
Addition – 5,608
Exercise of options (2,739) –
At 30 June 8,139 10,878
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 2,739,081 employee share options were exercised through the JSOP. The JSOP holds 8,139,148 (FY 2013: 10,878,229) shares 
with an exercise price of 25 pence per share.
Notes to the Financial Statements continued
For the year ended 30 June 2014 45
Earthport plc Annual Report and Accounts 2014
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:
2014 
£’000
2013 
£’000
Minimum lease payments under operating leases recognised as an expense in the year 322 270
2014 
£’000
2013 
£’000
Within one year 359 270
Between two and five years 701 630
1,060 900
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 £206,000 (FY 2013: £189,000).
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
2014 
£’000
2013 
£’000
Earthport Enterprises Limited 2 2
Earthport North America Inc. 1,024 29
Baydonhill Limited 1,154 –
2,180 31
Inter-Company payables
2014 
£’000
2013 
£’000
Travelpay Limited 1 1
1 1
During the year Earthport North America Inc. charged fees of £386,000 (FY 2013: £930,000) to Earthport plc, and Earthport plc levied interest 
charges of £20,000 (FY 2013: £15,000) on the balance amounting to £1,374,000 (FY 2013: £944,000) before off setting inter-Company balances 
at the year end.
During the year Earthport plc has given interest free loan of £1.1 million to Baydonhill repayable on demand to facilitate the increase in credit 
limit. At 30 June 2014 Baydonhill owe Earthport £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 2014 have a weighted 
average exercise price of 32 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. The following options were granted in 2014 with the following 
vesting conditions:
• 3,300,000 options which will vest when Earthport’s revenues exceeds £15 million.
• 3,300,000 options which will vest when Earthport’s free cash flow exceeds £5 million.
Details of the share options outstanding during the year are as follows:
2014 2013
Number of  
share options 
Weighted average 
exercise price (£)
Number of  
share options 
Weighted average 
exercise price (£)
Options at beginning of the year 71,257,362 0.271 49,772,556 0.314
Granted during the year 14,410,000 0.322 24,617,140 0.179
Lapsed during the year (3,190,167) 0.253 (3,132,334) 0.237
Exercised during the year (8,842,040) 0.228 – –
Outstanding at the end of the year 73,635,155 0.287 71,257,362 0.271 46
Earthport plc Annual Report and Accounts 2014
24. Share-based Payments continued
Of the outstanding options at 30 June 2014 29,747,823 (with an exercise price ranging from 0 pence to 32.75 pence) were exercisable (FY 2013: 
35,762,029). The options outstanding at 30 June 2014 had a weighted average remaining contractual life of six years (FY 2013: six years). The 
total expense in respect of employees share-based payments recognised during the year was £1,745,000 (FY 2013: £1,649,000). 8,842,040 
options were exercised in the year ended 30 June 2014, the weighted average share price at the date of exercise was £0.40 (FY 2013: £nil).
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
2014 2013
Weighted average share price 20.57p 19.34p
Weighted average exercise price 32p 18p
Volatility 66.2% 66.66%
Expected life 70 months 68 months
Risk-free rate 1.01% 1.06%
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
2014 
£’000
2013 
£’000
Loss before tax (6,329) (8,127)
Amortisation of intangible assets 1,247 380
Depreciation of property, plant and equipment 162 119
Share-based payment and warrants charge 2,062 1,649
Shares issue in lieu of fee 128 –
Finance (income)/cost (18) (17)
Operating cash outflow before movements in working capital (2,748) (5,996)
(Increase)/decrease in receivables (2,296) 72
Increase/(decrease) in payables 670 (5)
Cash used by operations (4,374) (5,929)
Interest received 18 17
Net cash used in operating activities (4,356) (5,912)
Company
2014 
£’000
2013 
£’000
Loss before tax (8,232) (8,156)
Amortisation of intangible assets 624 380
Depreciation of property, plant and equipment 128 119
Share-based payment and warrants charge 2,062 1,649
Shares issued in lieu of fees 128 –
Finance (income)/costs (35) (32)
Operating cash outflow before movements in working capital (5,325) (6,040)
(Increase)/decrease in receivables (2,369) 120
Increase/(decrease) in payables 875 (31)
Cash used by operations (6,819) (5,951)
Interest received 35 32
Net cash used in operating activities (6,784) (5,919)
Notes to the Financial Statements continued
For the year ended 30 June 2014 47
Earthport plc Annual Report and Accounts 2014
26. Events After the Reporting Period
Post year end minority stake in ASPOne
In August 2014, Earthport and ASPOne reinforced their customer-supplier relationship by the entry into an agreement for Earthport to purchase 
a 45% stake in ASPOne in four years’ time for a maximum consideration of £2.7 million. The structure of the deal is performance-based and 
includes flexible provisions should Earthport take a larger stake in ASPOne.
The forward purchase represents a strategic opportunity for Earthport to leverage ASPOne’s talented technology team and its sophisticated 
and highly scalable development capabilities to achieve scale at pace; accelerating usage with new and existing customers that are in various 
stages of roll out.
ASPOne develops and provides IT and communications solutions for the finance industry from five global offices located in Istanbul, Moscow, 
Singapore, Hong Kong and London. Last year (March 2013), ASPOne had sales of £5.2 million, a loss before tax of £0.8 million, and net 
liabilities of £2.6 million.
Post year end placing 
On 18 September 2014, Earthport announced that it successfully placed 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) will be used to accelerate geographic expansion 
and presence in Asia, as well as to strengthen the balance sheet in support of significant client and product opportunities in the pipeline and  
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 now holds 8.62% of the enlarged issued share capital 
of the Company. The strengthened balance sheet will allow Earthport to accelerate expansion plans in Asia to address the significant intra-
Asian as well as the Asia out-bound opportunity. It will also further accelerate client acquisition and make regulators around the world more 
comfortable with the Company’s model and positioning. There are several revenue opportunities, such as US licencing and increased forward 
FX lines that will benefit from the stronger balance sheet where not all of them will involve an actual increase in the use of cash.
27. Business Combination
On 1 November 2013, the Company acquired 100% of the share capital of Baydonhill, a cross-border payment and foreign currency exchange 
provider for an initial cash consideration of £3.3 million and a deferred contingent consideration of £2.5 million depending on Free Cash Flow  
of Baydonhill under the Earn-out Offer.
Earthport executes cross-border transactions in a cost-effective, transparent manner and provides its services to financial institutions, 
aggregators, money service businesses and FX houses in over 60 territories. Earthport brings together the platform specifically developed  
to process high-volume, low monetary value transactions; a worldwide payment network; and a team with deep domain expertise that together 
provide unique transaction processing services to clients on white-label basis.
On these strengths, Earthport’s objective is to increase its product set to better leverage its assets and serve its clients.
Over the past several years Earthport has provided transaction-processing services to Baydonhill. Through this relationship Earthport appreciated 
the potential synergies that the acquisition could generate. The acquisition will enable Earthport to increase its foreign exchange capabilities and 
expertise to better serve its customer, and to improve its margins and product offering to existing and new customers. The Baydonhill business will 
benefit from Earthport’s processing capabilities, trading volume and global footprint. 48
Earthport plc Annual Report and Accounts 2014
27. Business Combination continued
The Group has established the fair value of the assets and liabilities acquired and the fair value of the consideration paid over the book value  
of the net assets acquired is comprised customer relationships, online system and goodwill representing the value attributable to new business, 
the assembled and trained workforce. The table below summarises the fair value of assets and liabilities of Baydonhill at the date of acquisition.
Recognised amounts of identifiable assets acquired and liabilities assumed
Fair value at 
acquisition 
1 November 
2013  
£’000
Consideration at 1 November 2013:
Cash 3,331
Contingent consideration – shares 1,760
Contingent consideration – loan notes 729
Total consideration 5,820
Property, plant and equipment 94
Online system (included in intangibles – note 11) 1,980
Customer relationships (included in intangibles – note 11) 3,223
Deferred tax assets 1,032
Trade and other receivables 3,243
Derivative financial assets 726
Cash and cash equivalents 1,490
Trade and other payables (6,611)
Derivative financial liabilities (605)
Loans* (474)
Deferred tax liabilities (987)
Total identifiable net assets 3,111
Goodwill 2,709
Total 5,820
*During the year £130,000 was paid and the remaining balance of £344,000 was settled post year end.
Acquisition costs amounting to £439,000 have been expensed in income statement as an exceptional item for the year ended 30 June 2014.
Provisional values were presented at the time of 2013 interim reporting, whilst the exercise of fair value accounting was on-going. The Group 
continued to evaluate the purchase price allocation, including online system, customer relationships and brand name. More was learnt about 
the data available during the process of in-depth calculations to reach final fair values of the identifiable assets and liabilities assumed at the 
date of acquisition.
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%.
28. Goodwill
Goodwill arising on acquisition of Baydonhill amounts to £2.7 million (see note 27) 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.
2014 
£’000
2013 
£’000
Cost and net book value
1 July – –
Acquisition of subsidiary 2,709 –
30 June 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. 
Notes to the Financial Statements continued
For the year ended 30 June 2014 49
Earthport plc Annual Report and Accounts 2014
28. Goodwill continued
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 £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 £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 £1.1 million. These gains and losses would 
only crystallise in the unlikely event that any party of the transaction would default.
2014 
£’000
2013 
£’000
Unrealised fair value adjustment
Foreign exchange gain 3,437 –
Fair value (loss) on derivatives (1,163) –
Total 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 2014 was as follows:
Group Company
2014 
£’000
2013 
£’000
2014 
£’000
2013 
£’000
Trade and other receivables 6,899 1,006 3,394 1,039
Derivative financial assets 197 – – –
Cash and cash equivalents 9,461 13,419 5,847 13,373
16,557 14,425 9,241 14,412
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. 50
Earthport plc Annual Report and Accounts 2014
30. Financial Instruments continued
Credit risk continued
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.
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.
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
2014
Less than 
1 year 
£’000
Total 
£’000
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
2013
Trade payables 222 222
Derivative financial liabilities – –
Other payables 2 2
Accruals 221 221
Total 445 445
Company
2014
Less than 
1 year 
£’000
Total 
£’000
Trade payables 356 356
Other payables 2 2
Accruals 897 897
Total 1,255 1,255
2013
Trade payables 216 216
Other payables 2 2
Accruals 197 197
Total 415 415
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 £95,000 (2013: £134,000). 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 2014 was £281,000 in US Dollars (2013: £394,000) and £92,000 in Euros (2013: £36,000).
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 £37,000 (2013: £43,000).
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 2014 51
Earthport plc Annual Report and Accounts 2014
30. Financial Instruments continued
Financial instruments recognised in the balance sheet
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 current assets 16,360 197 7,798 225 24,580
2013
Plant and equipment – – 118 – 118
Intangible assets – – 1,328 – 1,328
Trade and other receivables 1,006 – 394 – 1,400
Cash and cash equivalents 13,419 – – – 13,419
Total current assets 14,425 – 1,840 – 16,265
2014
Amortised 
cost 
£’000
Liabilities 
at fair value 
through  
profit and 
loss 
£’000
Non-financial 
liabilities 
£’000 Total
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
5,838 1,239 5,085 12,162
2013
Trade and other payables 365 – 221 576
365 – 221 576
The carrying values of all financial instruments above approximate to their fair values.
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 – 225 225
Derivative Financial Asset 197 – 197
30 June 2014 197 225 422
Derivative Financial Liabilities (1,239) – (1,239)
30 June 2014 (1,239) – (1,239)
The Group had no derivative financial assets or liabilities or available for sale investments at 30 June 2013. 52
Earthport plc Annual Report and Accounts 2014
Notice of Meeting
Notice is hereby given that the Annual General Meeting of the Company will be held at the offices of Bird & Bird L.L.P. 
at 15 Fetter Lane, London EC4A 1JP on Friday 12 December 2014 at 11 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 2014 together with the Reports of the Directors and Auditors thereon.
Resolution 2
To re-elect Philip Hickman as a Non-Executive Director who have 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 3
To re-elect Vinode Ramgopal as a Non-Executive Director who have 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 Jorge Moran as a Non-Executive Director, appointed to the Board on 16 May 2014, and required to stand for reappointment 
pursuant to Article 21.7 of the Company’s Articles of Association (the ‘Articles’).
Resolution 5
To re-elect Sajeev Viswanathan as an Executive Director, appointed to the Board on 15 October 2014, and required to stand for reappointment 
pursuant to Article 21.7 of the Company’s Articles of Association (the ‘Articles’).
Resolution 6
To re-appoint Baker Tilly UK Audit L.L.P. 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 7
 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 £20,478,621 (subject to the restriction in Resolution 10 (c)), which represents 50% 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 resolutions as special resolutions:
Resolution 8
THAT, subject to the passing of Resolution 7 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 7 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; and
(b)   the allotment of equity securities (otherwise than pursuant to sub-paragraph (a) above) up to an aggregate nominal amount of £10,239,310 
which represents 25% of the aggregate nominal value of the Company’s issued ordinary share capital;
 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.  53
Earthport plc Annual Report and Accounts 2014
Resolution 9
THAT, the Company be generally and unconditionally authorised, for the purposes of Section 701 of the Act (as amended), to make one or 
more market purchases (within the meaning of Section 693(4) of the Act (as amended)) of ordinary shares provided that:
(a)  the maximum number of ordinary shares hereby authorised to be acquired is 102,393,104, being 25% of the Company’s issued ordinary 
share capital; 
(b) the minimum price which may be paid for any such ordinary share is £0.10, the nominal value of that share;
(c) the maximum price which may be paid for any such ordinary share is an amount equal to 120% of the average of the middle market 
quotations for an ordinary share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange for the five 
business days immediately preceding the day on which the share is contracted to be purchased; and
(d) the authority conferred shall expire at the conclusion of the next Annual General Meeting of the Company, but a contract for purchase may 
be made before such expiry date which will or may be executed wholly or partly thereafter, and a purchase of ordinary shares may be made 
in pursuance of any such contract.
Resolution 10
THAT 
(a)   the Directors be authorised to create up to 102,393,104 convertible preference shares of 10 pence each (the ‘Preference Shares’) having 
the rights set out in the explanatory notes to these Resolutions and otherwise on such terms and having such other rights and restrictions 
as the Directors, acting in their discretion, shall determine;
(b)  the creation of such Preference Shares be hereby approved notwithstanding that the same may constitute 
a variation of class rights of the ordinary shares for the purposes of article 3.1 of the Articles;
(c) the Directors be and are hereby generally and unconditionally authorised to exercise all powers of the Company, pursuant to Section 551 of 
the Act, to allot Preference Shares up to an aggregate nominal amount of £10,239,310 provided that (i) the aggregate nominal amount of all 
Preference Shares allotted pursuant to this authority, together with the aggregate nominal amount of all equity securities allotted pursuant 
to the authority granted pursuant to Resolution 7 shall not exceed £20,478,621 and (ii) this authority shall expire at the conclusion of the 
next Annual General Meeting for 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;
(d)  the Directors be empowered pursuant to Section 570 and Section 571 of the Act to allot the Preference Shares for cash pursuant to the 
authority conferred on them pursuant to paragraph (c) above as if Section 561(1) of the Act did not apply to any such allotment provided that 
this authority shall expire at the conclusion of the next Annual General Meeting for 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; and
(e)   for the purpose of giving effect to the rights to convert the Preference Shares into ordinary shares, the Directors be authorised to capitalise 
such amount as they shall determine standing to the credit of the Company’s share premium account or such other reserves which can be 
utilised for such purpose and to apply such amounts in paying up further shares to be allotted and issued to the holder(s) of the Preference 
Shares to be converted and the Directors shall be authorised to effect any consolidation and/or sub-division of any such Preference Shares 
so as to enable the conversion of any Preference Shares to ordinary shares at the relevant conversion ratio.
By order of the Board
Phil Hickman
Chairman
Dated: 22 October 2014
Registered Office:
21 New Street
London EC2M 4TP 54
Earthport plc Annual Report and Accounts 2014
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 11 a.m. on Wednesday 10 December 2014 (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 11 a.m. UK time on Wednesday 10 December 2014 (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. Resolution 7, 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 £20,478,621. This authority, if granted, will expire on the
conclusion of the next Annual General Meeting.
Resolution 7 represents an authority to allot equity securities up to an aggregate nominal amount of £20,478,621 (which represents
50% 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 Resolutions 8 and 10. The Directors believe this is in the best interests of the shareholders.
9. If shares are to be allotted using the authority under Resolution 7, 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 8, 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 £10,239,310 which represents
25 % 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.
10. In certain circumstances it may be advantageous for the Company to purchase its own shares and Resolution 9 seeks authority from
the shareholders to do so. The Directors intend to exercise this power only when, in light of market conditions prevailing at the time, they
believe that the effect of such purchases will be to increase the underlying value per share having regard to the intent of the Institutional
Guidelines and is in the best interests of shareholders generally. Other investment opportunities, appropriate gearing levels and the overall
position of the Company will be taken into account before deciding upon this course of action. Any shares purchased in this way will be
cancelled and the number of shares in issue will be reduced accordingly. Resolution 9 specifies the maximum number of shares which may
be acquired and the maximum and minimum prices at which they may be bought. The Directors intend to seek renewal of these powers at
subsequent Annual General Meetings.
Notice of Meeting continued 55
Earthport plc Annual Report and Accounts 2014
11. Resolution 10, which is a special resolution, seeks shareholder approval for the creation of a new class of Preference Shares and authority
for the Directors to issue and allot up to 102,393,104 Preference Shares on a non-pre-emptive basis. This authority is in addition to the
general authority to allot new shares sought under Resolution 7 provided that the aggregate nominal amount of Preference Shares issued
and the aggregate nominal amount of ordinary shares issued pursuant to the general authority under Resolution 7 shall not exceed 50%
of the aggregate nominal value of the Company’s issued ordinary share capital. The Preference Shares will be issued with the rights set out
below and on such other terms as the Directors determine. The Company has no current intention to issue the Preference Shares but the
grant of such authority will provide some flexibility to the Directors in respect of future financing options. No application will be made for the
Preference Shares to be admitted to trading on AIM.
Preference Share Rights:
1) Income:
The Preference Shares will carry the right to receive a fixed cumulative preferential dividend at a rate of between 0% and 7.5% per annum on 
the amount paid up on each Preference Share, including any premium, such rate to be determined by the Directors at the time of issue. Such 
cumulative preferential dividends will accrue from the date of issue of the Preference Shares and will either be payable quarterly in equal 
instalments in arrears or, at the Company’s option, will be rolled up and be converted into ordinary shares at the time the Preference Shares 
are converted on the same basis as the amount paid up on the Preference Shares.
2) Capital:
On a sale, return of capital or on a liquidation, dissolution or similar winding up, the holders of Preference Shares shall be entitled in preference 
to the ordinary shares to receive the greater of (i) the principal amount paid up on each Preference Share held (including any premium), 
together with any accrued but unpaid cumulative preferential dividends, or (ii) the amount they would have received at such time if the 
Preference Shares (and any rolled up dividends) had been converted into ordinary shares at the then applicable conversion rate. 
3) Voting rights:
Holders of Preference Shares shall have the right to receive notice of and attend and vote at all general meetings of the Company. 
Each Preference Shareholder shall have one vote per Preference Share.
4) Transfer:
The Preference Shares will be freely transferable on the same basis as the ordinary shares.
5) Conversion:
Each fully paid Preference Share will be convertible at the option of the relevant holder at any time into fully paid ordinary shares at a rate to 
be determined by the Directors at the time of issue but subject to the proviso that the conversion price cannot be lower than the average mid-
market closing price of the ordinary shares (as derived from the AIM appendix to the Daily Official List of the London Stock Exchange) for the 
previous 30 days prior to the date of allotment of those Preference Shares. 
12. 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; and
(b) Directors’ service contracts. 56
Earthport plc Annual Report and Accounts 2014
Notes Directors and a dvisers
d irectors
P Hickman Non-Executive Chairman
H Uberoi Chief Executive Officer and Executive Director
c c owlard e xecutive d irector
s Viswanathan executive d irector
V Ramgopal Non-Executive Director
T Williams Non-Executive Director
M Davar Non-Executive Director
J Moran Non-Executive Director
P Thomas Non-Executive Director
s ecretary
A Ali
Registered Office
21 n ew s treet
l ondon ec 2M 4tp
Independent Auditor
Baker Tilly UK Audit L.L.P.
c hartered Accountants
25 Farringdon s treet
l ondon ec 4A 4AB
Bankers
Barclays Bank plc
1 c hurchill place
l ondon e14 5Hp
n ominated Adviser and Broker
c harles s tanley & c o l imited
25 l uke s treet
l ondon ec 2A 4AR
Broker
panmure Gordon (u K) l imited
155 Moorgate
l ondon ec 2M 6XB
Registrars
c apita Asset s ervices
t he Registry
34 Beckenham Road
Kent BR3 4tu
s olicitors
Bird & Bird L.L.P.
15 Fetter l ane
l ondon ec 4A 1Jp Earthport plc An nu Al Repo Rt A nd Accounts 2014
earthport plc
21 n ew s treet
l ondon ec 2M 4tp
www.earthport.com