RNS Number : 2715B
Alpha Group International PLC
19 March 2025
 

19 March 2025

Alpha Group International plc

("Alpha" or the "Group")

Full Year Results

for the year ended 31 December 2024


Alpha Group International plc, a global provider of high-tech, high-touch financial solutions to businesses is pleased to announce its audited Full Year Results for the year ended 31 December 2024.

Highlights FY 2024

 

Group Highlights

 

-       Group revenue increased 23% to £135.6m (2023: £110.4m) and increased organically (excluding Cobase1) by 20% to £132.7m (2023: £110.2m)

-       Private Markets (formerly "Institutional") revenue increased 20% to £69.0m (2023: £57.4m)

-       Corporate revenue increased 21% to £63.8m (2023: £52.8m)

-       Cobase revenue increased to £2.9m (2023: £0.2m2)

-       Total income, including Net Treasury Income, increased 19% to £220.9m (2023: £186.0m)

-       Profit before tax increased 6% to £123.1m (2023: £115.9m)

-       Underlying3 profit before tax grew 10% to £47.4m (2023: £43.0m)

-       Underlying3 profit before tax margins of 35% (2023: 39%), and excluding Cobase 37% (2023: 39%)

-       Client balances from Accounts & Payments solution (formerly "Alternative Banking" solution) increased by 10% to £2.3bn in Q4 (2023 Q4: £2.1bn)

-       Net treasury income from interest on client balances, NTI - client funds, increased by 14% to £84.0m (2023: £73.7m)

-       Adjusted net cash4 increasing by £38.7m to £217.5m (2023: £178.8m) reflecting our strong cash generation and debt-free position (and on a statutory basis increasing by £55m to £252.5m)

-       Basic earnings per share up 5% to 215.7p (2023: 206.2p), and underlying basic earnings per share up 13% to 86.4p (2023: 76.7p)

-       Final dividend of 14.0 pence per share, payable on 23 May 2025 to shareholders on the register at 25 April 2025, making a total final dividend for 2024 of 18.2 pence per share (2024: 16.0p)

-       Inclusion in the FTSE 250 index in June 2024, following a successful listing on the Premium Segment of the Main Market in May 2024

-       Appointment of Dame Jayne-Anne Gadhia to the Board as Chair

-       Clive Kahn succeeded Morgan Tillbrook as Chief Executive Officer on 1 January 2025

-       Trading momentum in H2 2024 has continued into the year to date, and we remain confident in the outlook for FY25 and beyond

-       Change of division name from "Institutional" to "Private Markets" (aka "Private Capital Markets") in order to improve understanding of our target market both internally and externally with clients

 

1 Financial Transaction Services B.V. trading as Cobase.

2 Cobase was acquired on 1 December 2023, and during the month generated revenue of £0.2m, EBITDA of £0.0m, and a PBT loss of £0.2m.

3 Underlying excludes the impact of non-cash shared-based payments expense, net treasury income on client balances, one-off listing-related and M&A costs.
4 Excluding collateral received from clients, collateral paid to banking counterparties, early settlement of trades and the unrealised mark-to-market profit or loss from client swaps and rolls.

 

Outlook

 

The Group's positive trading momentum in H2 2024 has continued into 2025, which combined with the increasing benefits of our investments to date, means we remain confident in the outlook for FY25 and beyond.

 

We remain very excited to see the progress of our Corporate overseas offices and fully believe each has significant potential to scale and recreate the successes of our UK team, which has itself had a strong start to the year. At the same time, our Private Markets division now has four highly compelling product offerings, each still scratching the surface of its addressable market. This focus on innovation and diversification has subsequently enabled it to deliver strong underlying growth, even in a suppressed market, while also generating significant levels of interest income. Cobase, meanwhile, continues to impress, and we are confident it will make increasingly significant contributions to the Group as time goes on.

 

 

Enquiries:

 

Alpha Group International plc

Clive Kahn, CEO

Tim Powell, CFO

Via Alma Strategic Communications

 

 

Alma Strategic Communications

(Financial Public Relations)

Josh Royston

Andy Bryant

Kinvara Verdon

Louisa El-Ahwal

 

+44 (0) 20 3405 0205

 

Notes to editors

Alpha is a global provider of high-tech, high-touch financial solutions to corporate and private market organisations. Working with clients across 50+ countries, we blend intelligent human capabilities with new technologies to provide an enhanced alternative to traditional banking services, with solutions covering: FX risk management, global accounts, mass payments, fund finance, and cash management.

Key to our success is our team - over 500 people based across eleven global offices, brought together by a high-performance culture and a partnership structure that empowers them to act as owners of our business.

Despite being an established business listed on the London Stock Exchange, we remain relentlessly focused on maintaining the same level of operational agility and client focus we had when we first started in 2009. This dynamic, combined with the passion of our people, has enabled us to make a substantial and enduring difference to our clients, and deliver a growth story to match.


Chief Executive's Statement

 

Introduction

 

At the time of drafting this report, I have completed two months as CEO of Alpha and spent a total of four months as an executive director, enough time to assess the main merits and de-merits of an organisation, and to develop views on the strategy required. This assessment was also helped by my previous eight years as Chairman of the Group. During this time as Chair, I was continually impressed by the quality of Alpha's offering, the calibre of the Alpha management team and the scale of the future opportunities in front of them. Following my time working even more closely within the business, that admiration has only deepened. It is even clearer than before that Alpha's founder, Morgan Tillbrook, who I have the honour to succeed, has created a remarkable business based on a tremendous culture and admirable values. I feel extremely fortunate to have inherited a strong foundation of talented people and a business offering with exceptional potential. Therefore, I have resisted the natural tendency of incoming CEOs to establish their authority by instituting major change. Strategically, little needs to be changed; my primary objective is to help Alpha fulfil its growth potential through continued focus on those factors that drove our success in the past, plus thoughtful, incremental value-adding adjustments rather than major overhauls.

 

Alpha's strategy remains focused on sustained top-line growth across our three divisions, driven by continued investment that improves the quality and effectiveness of our customer offerings. This organic growth strategy requires the correct balance between investing in systems and people to drive future revenue growth, whilst ensuring that we continue to achieve meaningful growth in the current year. We strive to prioritise quality, increased competitiveness, and efficiency to ensure that every investment drives meaningful value. We will continue to recruit, coach, and inspire a motivated team, upholding the high-performing but humble Alpha culture that has defined the past growth of our business. Alpha is built on exceptional talent, and I have no doubt that together, we will continue to deliver outstanding results. To strengthen alignment across our divisions, I have also established an Executive Committee which is also designed to enhance collaboration, accelerate decision-making and foster a shared vision. The table below shows Alpha's Executive Committee members.

 

Name

Role

Year started with Alpha

Clive Kahn

Chief Executive Officer

2016

Tim Powell

Chief Financial Officer

2022

Tim Butters

Chief Risk Officer

2019

Alex Howorth

CEO, Corporate

2014

Sam Marsh

CEO, Private Markets

2018

David Christie

COO, Private Markets

2024

Jorge Schafraad

CEO, Cobase

2023

Matt Knowles

Strategic Advisor

2018

 

The impressive top-line growth reflected in our 2024 financial performance is driven by initial returns on the investments made over the last three years to improve our customer offering and market coverage. I am excited by the number of product and market opportunities, the majority of which remain in relatively nascent stages, and I am confident in the scale of untapped demand for our products and services and our ability to execute effectively and deliver sustainable growth for all stakeholders. I believe the future belongs to companies that think smart, move fast and execute with precision. My role is focused on ensuring that Alpha masters these attributes and is therefore built to win.


Reporting

 

In line with the Group's decentralised structure, as previously set out, the Group now reports its performance against its two markets: the Corporate market and the Private Markets (previously "Institutional"). We also continue to separate out the performance of our recent acquisition, Cobase. This move from a product-centric reporting focus to a client-centric reporting focus was undertaken to align with Alpha's revised organisational structure. Our Institutional division has also been renamed to our Private Markets division, in order to better reflect the types of clients that we serve. Additionally, our "alternative banking" product now becomes our "accounts & payments" product. We have changed this label as we believe that the whole of Alpha's Private Markets offering can be categorised as a "banking alternative", whilst "accounts and payments" is a more specific description of the individual products being provided in this segment.

 

The next chapter of growth

 

Alpha's growth capabilities derive from over a decade of continuous investment, and are further driven by significant opportunities for expansion, spanning geographies, industries, product lines, and business cycles. Our Alpha teams continue to work closely to identify and develop new products that address emerging client needs and market demands. Our strong, long-standing client relationships with C-suite decision-makers of some of the world's most respected companies have established Alpha as a leading banking alternative and expert in financial risk management globally. All the above factors combine to produce a substantial runway for future growth.

 

The resilience of Alpha's performance is aided by an increasingly diverse portfolio of products, client types and geographies, reducing exposure to specific market cycles. This diversified approach also ensures we have the market reach, expertise and talent to capitalise on a wide range of new opportunities, helping to deliver sustainable, long-term success.

 

We will continue to analyse and manage risk, balanced with commercial opportunity. In 2023 Alpha (and our clients) had to quickly adapt to a new higher interest rate environment. Mindful of this, we chose to reduce our credit appetite in these years, which prevented us from working with some existing clients, whilst reducing the pool of new clients we were willing to work with. However, more than a year on, our teams have significantly more insight into clients' business models and end markets within this environment, allowing them to make more informed client credit decisions, increasing our appetite in some areas, without compromising on our standards.

 

Corporate

 

Highlights

 

·      Revenue growth of 21% to £63.8m (2023: £52.8m)

·      Client numbers increased 16% to 974 (2023: 838)

·      Average revenue per client increased by 12%

·      Headcount increased to 199, 65% of which were Front Office (2023: 171, 59% of which were Front Office)

·      Underlying profit before tax margin1 of 49% (2023: 47%) as a result of increasing operational gearing and front office productivity

1 The Group does not report a statutory profit before tax measure for its divisions, therefore no statutory comparator is presented.

 

About

 

Alpha's Corporate division operates from its own UK HQ (consisting of sales and operations), and six additional international sales offices in the Netherlands, Spain, Italy, Germany, Australia and Canada.

 

This increasing global coverage allows Alpha to provide a 24-hour financial risk management service to our client base, driven by native speakers in every office. Our risk management offerings seek to protect our clients against volatility in FX and interest rates. We have also begun helping some clients with their exposures to changes in lower-volatility commodity prices, primarily fuel. Revenues are derived primarily from the provision of FX risk management services to corporates across more than 50 countries.

 

Business Environment

 

Corporate macroeconomic conditions were largely unchanged from the previous year, with clients continuing to face challenges such as high borrowing costs, reduced cash flow, and limited access to credit. However, we observed a gradual normalisation of financial forecasting and risk hedging in the second half of 2024, as corporates acclimatised to this new reality and felt more prepared to plan for the future.

 

Performance

 

I am pleased to report a strong performance for 2024 in our Corporate division, particularly given the challenging conditions. Overall, the division grew revenues by 21% to £64m (2023: £53m), with client numbers increasing 16% to 974 (2023: 838). Average revenue per client grew 12%, reflecting our continued ability to work with larger businesses, as well as increase our wallet share with existing clients as we grow. The underlying profit before tax margin increased from 47% to 49%, reflecting the improved operational gearing filtering through from our overseas offices, as these earlier investments begin to scale. 

 

Delivering such growth is a testament to the strength of our offering in these markets, the quality of talent we have available, and the fruits of our investments, both in London and overseas).

 

As planned, we made a significant investment into our front office operations in 2024, growing our headcount by 28% during the year to 129 people (2023: 101) across all seven of our Corporate offices.

 

As we expand our Front office headcount, productivity remains a key focus for us. We measure this by comparing the total cumulative tenure of our front office teams against our revenues.

 

A graph showing a company's growth AI-generated content may be incorrect.

 

The widening gap between revenue and cumulative years of experience shown above illustrates that we have increased productivity levels, despite both the market headwinds and experienced salespeople moving into roles focused on leading international expansion and/or the growth and development of our front office teams. When excluding new joiners, whose contribution in their first year is naturally lower than more seasoned colleagues, the growth in productivity is even more pronounced.

 

We believe the increase in productivity ultimately stems from the growth in our capabilities, cash position, reputation, experience and training over the years. In short - our proposition has never been more compelling and our people have never been better equipped to sell it.

 

Our Corporate London office delivered a return to growth in FY24, reporting revenues up 7% to £36.6m (2023: £34.0m) and an increasing momentum in H2 with revenue up 9% against the first half. Following a decline in revenues in 2023, our growth was driven by new talent and investments in the team, having previously been impacted by the necessary exporting of talent to launch the overseas offices in the prior years. The 2024 Corporate performance demonstrates our ability to regrow the Corporate London team, whilst maintaining our high standards for talent and cultural fit, positioning London more strongly than ever to continue driving growth.

 

Having invested significantly into our overseas offices over the past few years, we are now seeing a real return on our initial investments, with the businesses beginning to scale. It is important to note that London now represents 57% of our Corporate revenues compared to 64% last year, reflecting the diversification of our revenues and the increasing value of our overseas offices as a contributor to the Group. Indeed, overseas offices reported revenue growth of 44% collectively in 2024, with excellent contributions from all offices, except Canada, which was flat. As previously reported, we took the decision to change the leadership within our Canada office at the back end of 2023. Encouragingly, revenue performance in the second half of 2024 was stronger than the first and we will look to support its continued growth into 2025. 

 

The strong foundations of Alpha's model and culture, as well as highly knowledgeable and incentivised management teams based across all our overseas offices, fuels confidence that these offices can, over time, scale to mirror the success of our Corporate London operation.

 

Corporate Growth Strategy

 

This year will see continued investment across our Corporate division to drive further sustainable growth, while not sacrificing our unwavering focus on our high-quality, client-centric service. We will expand our front-office headcount and invest in our technology to produce further improvements in the quality and efficiency of service to our Corporate clients. This will include improving integration and connectivity into their systems via APIs, which strengthens our relationships.

 

Above all else, we will continue to uphold Alpha's reputation for integrity by always acting in the long-term interests of our clients. In an industry often driven by short-term sales targets, and where clients frequently fall victim to poor advice, having a provider that prioritises their interests above all else - even if it means walking away from a deal - is a real differentiator for Alpha, and a rare quality that is increasingly recognised and appreciated by the market.

 

Private Markets Division (formerly "Institutional")

·      Revenue increased by c. 20% to c. £69.0m (2023: £57.4m)

·      Account numbers increased 10% to 7,103 (2023: 6,467)

·      Risk management client numbers increased by 33% to 311 (2023: 233)

·      37 fund finance mandates signed

·   Average revenue per RM client decreased by 2% following significant increase in new clients, combined with continued macro headwinds

·      Headcount increased to 267, 18% of which were Front Office (2023: 251, 14% of which were Front Office)

·      Underlying profit before tax margin of 27% (2023: 32%)

About

Our Private Markets division, headquartered in the UK, and with operations in Luxembourg and Malta, is becoming a leading banking alternative for the private capital markets sector, covering: private equity, private credit, venture capital, real estate, infrastructure, and fund of funds.

 

Aligned with our high-tech, high-touch approach, we offer financial solutions, traditionally provided by banks, but designed to address the complexities and specific needs of private markets. Our services include:

-     Accounts & Payments: simplified formation and management of accounts, coupled with efficient and reliable multi-currency payments with a global reach.

-    Risk management: strategic advisory and execution services for managing currency exposures, with an emerging focus on interest rate risk management.

-     Fund finance: streamlined debt-sourcing and expert advisory around the structuring of fund finance facilities.

Business Environment

The macroeconomic environment in 2024 remained challenging, with subdued deal and transaction volumes persisting across private markets. Data provider Preqin showed total deal value up 0.1% year-on-year, whilst deal volumes remained significantly below historic norms, largely due to relatively high interest rates. The growth in total deal value relative to deal volume reflects the fact that fewer but larger transactions are being made, highlighting a preference for larger investments in more established companies - known within the industry as 'mega-deals'.

 

In response, we expanded our focus upstream to encompass the larger end of the market. Whilst larger funds typically require a higher level of stature and financial standing from their suppliers, with our enhanced balance sheet and FTSE 250 reputation, this approach has begun to yield results, providing a foundation to pursue even more opportunities as macro conditions improve.

 

While we are not relying on any material change in the macro backdrop in 2025 to deliver on our ambitions, there is nonetheless an encouraging view within the market that we will see an increase in activity. Private equity firms face growing pressure to generate returns and exit long-held assets, as easing inflation and falling interest rates also drive an improvement in valuation multiples. As a result, more funds are expected to take advantage of acquisition opportunities and deploy new capital in 2025 than in previous years.2

2 S&P Global 2024

 

Performance

 

Despite the challenging environment, 2024 was a year of very encouraging progress for Alpha's Private Markets division, with revenues increasing by 20% to £69m. Alpha's growing product portfolio, solid demand for these products, and the team's cross-selling capabilities are key drivers in this outperformance. A detailed breakdown of performance across our core offerings is provided below.

 

Risk Management (RM)

 

The Private Markets RM team delivered another strong performance. Revenue increased 20% in the period to £28.3m (FY 2023: £23.5m) with client numbers increasing 33% to 311 (December 2023: 233). This strong performance reflects the rewards of investing in our sales team, their high levels of productivity (see chart below), and our growing reputation, helped by the inclusion in the FTSE 250 and the expansion of our product offerings. In addition, we see continued success in the cross-selling between these product offerings, with accounts & payments, and fund finance facilitating introductions to our RM offering (and vice versa). Average revenue per client decreased by 2%, but this is a natural by-product of the record number of new clients we have onboarded, many of which are in the earlier stages of us growing wallet share. For context, client numbers increased by 33% from 233 to 311 between 2023 and 2024, whereas between 2022 and 2023 they increased by 10%, from 211 to 233.

 

A graph of a graph showing the growth of a market AI-generated content may be incorrect.

The narrowing gap between revenue and cumulative years of front office experience reflects a small reduction in productivity in the year. This was not unexpected given private market deal volumes continued to decline across our core markets. As the market unwinds and our teams continue to mature and scale, we expect to see productivity increase, much like we have seen in our Corporate division.

 

Accounts & Payments (formerly alternative banking)3

 

Accounts & Payments revenues increased by 20% to £40.6m (FY 2023: £33.9m) and account numbers increased to 7,103 (2023: 6,467), despite the subdued levels of deal activity within the market and the knock-on effect this had on the need for accounts.

 

Our market outperformance reflects the investments in the efficiency and capabilities of our purpose-built technology, the increasing automation of sophisticated client onboarding, the growing penetration into larger asset managers, increasing levels of cross-selling between our products, and the expansion of our sales teams, which we began to build in 2023.

 

The interest rate environment contributed an additional £84m in net treasury income from client balances. This income stream serves as a natural hedge against the adverse impact that high interest rates have on private markets deal activity, which is the main factor impacting demand for our services. 2024 client balances averaged £2.15bn, which earned an average interest rate of 3.8% across the year, as the table below shows in more detail.


3 Our "alternative banking" product has been renamed to our "accounts & payments" product. We have changed this label as we believe that the whole of Alpha's offering can be categorised as a "banking alternative", whilst "accounts and payments" is a more specific description of the individual products being provided in this segment.

 

Quarter

Blended average client balance, Accounts & Payments

Blended average interest rate

Q4 2024

£2.3bn

3.5%

Q3 2024

£2.2bn

3.8%

Q2 2024

£2.1bn

3.9%

Q1 2024

£2.0bn

4.0%

Q4 2023

£2.1bn

3.8%

Q3 2023

£1.9bn

3.8%

Q2 2023

£1.9bn

3.8%

Q1 2023

£1.6bn

2.8%

 

We will continue to disclose this income stream separately from our underlying revenues, to reflect the fact that interest rates are a variable we cannot control. Nonetheless, as interest rates are likely to remain "higher-for-longer", this provides a significant income stream that we will continue to benefit from, particularly as the aggregate balances we hold for our clients are likely to continue to increase as the number of accounts grows. Alpha is able to obtain an attractive interest rate return on these client balances through our ability to aggregate numerous individual balances, most of which are transitory in nature and individually low in value. In addition to the interest income received on these balances, Alpha is investing in a new offering designed to allow customers to gain access to a wider variety of interest rate products in return for an arrangement fee.

 

The previous years' investments into the operational scalability of our accounts & payments offering continue to drive increasing levels of operational gearing. The number of accounts per staff member continues to increase, driven by increasing levels of automation and process optimisation.

 

Fund Finance

 

The Fund Finance team continues to make very pleasing progress in both adding new clients and winning increasingly larger-value mandates, which has resulted in revenues increasing by over 130% to £1.7m (2023: £0.7m). This is against the backdrop of a quiet market and highlights the quality of the team and the modular client proposition they have built, as well as the potential of the business as the market recovers.

 

Work is also underway to continue upgrading our digital debt-sourcing platform, Alpha Match. These upgrades will represent another industry-first within the private markets, and we look forward to providing more details once publicly launched. 

 

Private Markets Growth Strategy

 

Alpha's Private Markets division has demonstrated impressive recent profit growth, supported by a favourable working capital profile, despite a period of low deal activity within its market. Given the investments we have made in people and technology over the last three years, we view the division as still very much in a build-out stage, highlighting the significant future opportunity, and potential operational gearing as the division scales. Although we place no reliance on it, any increase in deal activity in 2025 will naturally lead to more demand for our services. Beyond the anticipated market recovery, we have identified several long-term levers that can drive growth beyond volume increases.

 

First, alongside our channel partnerships with various service providers, there is significant potential to establish deeper, more direct client relationships with investment managers across all of our product lines. Historically, our direct interactions with investment managers have primarily focused on managing their FX exposures, with accounts & payments services largely managed through channel partners. By fostering more direct relationships across all of our product lines, we expect to enhance client loyalty, increase our stickiness, improve our ability to cross-sell, and expand our share of wallet.

 

Second, we see a potential long-term opportunity to extend our offering, in a measured way, beyond Europe, unlocking new markets and revenue streams in the US and Singapore. Many of our existing European clients already operate in these jurisdictions and have expressed an appetite for us to service their needs in North America and South East Asia, creating an exciting opportunity to quickly increase wallet share with firms that already know and trust us.

 

Finally, as we solidify our role as a trusted advisor to these fund clients, we have the chance to innovate and not only upgrade our existing solutions but also deliver new solutions in adjacent product areas that are cost-effective for Alpha to launch and support more of our clients' banking and financial risk management needs.

 

Cobase

 

Highlights (proforma)4

 

·      Revenue growth of 70% to €3m (2023: €2m)

·      Client numbers increased 59% to 214 (2023: 135)

·      Annual recurring revenue ("ARR") at the end of the year at €5m

·      Headcount remained at 21, with 6 Front Office and 15 Back Office (2023: 21)


4 Cobase was acquired on 1 December 2023, and during that month generated revenue of £0.2m, EBITDA of £0.0m, and a PBT loss of £0.2m, which was included in the Group's 2023 results.


Amsterdam-based Cobase is the Group's treasury-focused technology platform providing bank connectivity technologies that enable corporates and private market companies to manage all their banking relationships, accounts and transaction activity through one portal.

 

Operating under a SaaS-based subscription fee model with its own brand and team, Cobase has performed strongly during its first full year with the Group, following its acquisition in December 2023.

 

On a pro-forma basis, client numbers increased 59% to 214 (2023: 135), and revenues grew by 70% to €3m (2023: €2m), with increasing momentum seen in H2. During the year, Cobase achieved particular success with larger clients and saw some encouraging signs of cross-selling across our existing Corporate and Private Markets client base.

 

Cobase's simplicity of use, cost-effectiveness and ease of implementation, along with its flexible commercial terms with no onerous long-term contracts, represent a tangible competitive advantage in the treasury technology market. We have seen first-hand how CFOs and Treasurers managing multiple bank relationships value the ability to view and manage all their banking information and transactions in one place.

 

During the last year, the focus was allowing Cobase to optimise its treasury platform, over driving operational integration. We now feel the business is better prepared to work more closely with our Corporate and Private Markets teams to cross-sell to the Group's clients, as well as continuing to capture new clients of their own. This year we will therefore continue to invest in Cobase's existing sales teams, technology and integrations.  

 

We expect further financial growth and increased client numbers in 2025 and, over the long term, expect this to deliver an increasingly meaningful contribution to Alpha as it integrates across the wider Group.

 

Capital Allocation and Share Buyback

 

The Group generated significant levels of cash in 2024. As at 31 December 2024 we had net assets of £279m (2023: £223m), with adjusted net cash increasing by c. £40m to £218m (2023: £179m).

 

We review our cash position on a regular basis, and if we feel our cash position becomes greater than we require, will look to reassess our capital allocation.

 

During the year, we were pleased to initiate two Share Buyback programmes, totalling £40m. The first £20m buyback programme was announced on 29 January and completed in full on 27 June. Our second buyback, announced on 1 May, commenced on 28 June. We have completed roughly half of this second buyback programme and expect it to conclude in the first half of 2025.

 

Our overarching preference remains to allocate capital into high-confidence organic growth initiatives, within both existing and potential new business units. Such initiatives include extending and improving product lines and tech solutions, expanding our territories when appropriate, or any other moat-widening opportunities that differentiate us from competitors. Although we are not actively seeking them out, we will consider complementary acquisitions that could further amplify revenue growth and enhance our proposition.

 

In view of the Group's confidence in the sizable and exciting market opportunities presented to us, the Board believes that, after maintaining our progressive dividend policy and executing value-capped share buybacks, retaining and deploying our remaining cash to grow the business will deliver the best value for shareholders long-term.

 

In addition to providing cash for investment, a strong balance sheet is also important to our counterparties. A healthy cash profile also provides our clients with confidence.

 



 

Chief Financial Officer's Report

 

Revenue

 

2024 has seen strong growth across both divisions despite a challenging macroeconomic environment, with total revenue increasing 23% to £136m (2022: £110m). Corporate revenue grew 21% to £63.8m (2023: £52.8m), and Private Markets (formerly "Institutional") grew 20% to £69.0m (2023: £57.4m). Cobase, the group's first acquisition, contributed £2.9m of revenue in its first full year of ownership.

A graph showing growth and revenue AI-generated content may be incorrect.

 

A graph of sales and revenue AI-generated content may be incorrect.



Corporate

 

The Corporate division focuses on supporting corporates in managing their business risks associated with foreign currency, interest rates and, most recently, commodities, through the Group's sales teams located in London, Toronto, Amsterdam, Milan, Madrid, Munich, and Sydney. Revenue grew by 21% over the prior year to £63.8m (2023: £52.8m).

 

The UK office returned to growth in 2024 following an investment in rebuilding the talent and experience in the team, having been impacted by the necessary exporting of talent to launch the overseas offices in the prior year. UK revenue growth in 2024 was c. 7% year on year, with momentum building in the second half.

 

All overseas offices showed excellent YoY growth except Canada, which was flat. A new Canadian leadership team was installed in late 2023 and Canada has begun to see the benefits of this change in 2024, with revenue growing sequentially in H2 over H1, giving confidence that the right structure is in place to return to growth in 2025. The collective growth rate of Alpha's remaining overseas offices meanwhile was nearly 60%, highlighting the merit of the Group's global expansion strategy. 

 

Overall the division saw strong underlying profit margin growth to c. 49% (2023: c. 47%).

 

Private Markets (formerly "Institutional")

 

Private Markets revenue grew 20% from £57.4m in the prior year to £69.0m in 2024, driven by an increased number of accounts, increased risk management revenue and a full year of revenue from our new Fund Finance offering which was launched in 2023.

 

Each of the division's core products showed strong growth despite the subdued levels of deal activity within the market:

 

·    The Private Markets Risk Management team delivered another strong performance. Revenue increased 17% in the period, with client numbers increasing 33% to 311 (2023: 233).

·     Accounts & Payments revenues increased by 20%, from £33.9m to £40.6m and account numbers increased to 7,103 (2023: 6,467). Revenue from annual account fees is recognised on a straight-line basis over the 12 months from the date the account was opened or renewed. At 31 December 2024 deferred revenue was £8.1m (2023: £7.1m), and this will be recognised as revenue in 2025.

·     Fund finance continued its encouraging growth with over £1.7m of revenue in its first full year of operations (143% growth).

 

The underlying operating profit margin of the division was c. 27% (2023: c. 32%). The reduction against 2023 was predominately due to the timing mismatch of in-year investment, increased deferred account fees and the macro environment suppressing revenues.

Cobase

 

Momentum continues to build in Cobase following its acquisition in December 2023. Cobase operates a SaaS-based subscription fee model, and on a proforma basis, client numbers and revenue increased by 59% and 70% respectively in the year to 214 and €3m (2023: €2m). This growth in its first full year of ownership validates the acquisition rationale and supports confidence in Cobase's ability to make an increasingly meaningful contribution over time as it continues to integrate with the wider group.

 

Group Profitability

 

Statutory profit before tax increased by 6% to £123.1m (2023: £115.9m). Underlying profit is presented in the income statement to allow a better understanding of the Group's financial performance on a comparable basis from year to year. The underlying profit excludes the impact of the net treasury income on client balances (see below) and non-underlying items. On this basis, the underlying profit before tax increased by 10% to £47.4m (2023: £43.0m). The underlying organic profit before tax (excluding Cobase) growth was 15%.

 

As previously highlighted, the Group continued to invest in the year, specifically in the Private Markets division as we build out our products and offerings. Investments included a full year of the new Private Markets HQ in London, and further technology improvements to increase scalability and digitisation. Overall headcount increased in the year from 480 to over 524 at 31 December 2024 to support future long-term growth. Importantly, the ratio of front office versus back office staff has increased in both divisions, laying the foundations for future growth. The underlying profit before tax margin, excluding Cobase, reduced slightly to 37% (2023: 39%) due to us continuing to invest in long-term growth, and the suppressed macro environment. The statutory profit before tax margin remained high at 56% reflecting the net treasury income from client balances.

 

Net Treasury Income (NTI)

 

The current interest rate environment has allowed the Group to continue benefitting from interest income generated from client balances. 'Net treasury income - client funds' has contributed £84.0m of net treasury income in the year (2023: £73.7m), with the number and size of client balances growing to an average of £2.3bn in Q4 2024.

 

Whilst this interest income stream is a positive boost for the Group and a natural by-product of our increasingly diversified product offering, we are mindful that aspects of its dynamics are driven by macroeconomics beyond our control. As previously outlined, we recognise this income on client balances as 'net treasury income - client balances' and continue to exclude it from our underlying results.

 

The Group has also generated net treasury income on the initial and variation margins it requires for its Risk Management client relationships. These balances contribute to the Group's cash and cash equivalent balances and directly relate to the business's operating activities. Therefore, we have decided to separately disclose these amounts within total income at the top of the Income Statement, as opposed to within finance income, 2024: £1.3m (2023: £1.8m).

 

Taxation

 

The effective tax rate for the period was 24.7% (2023: 23.4%). The increase in effective rate is primarily due to the change in UK corporation tax from 19% to 25% in April 2023. The rate was lower than the pro rata UK headline rate of 25% due to the mix of profits across our global subsidiaries. There were no other material changes in underlying rates.

 

Earnings Per Share

 

Underlying basic earnings per share was up 13% at 86.4p (2023: 76.7p), whilst statutory basic earnings per share was up 5% at 215.7p (2023: 206.2p).

 

A graph of a graph showing the number of different eps AI-generated content may be incorrect.

 

Key Performance Indicators

 

The Group monitors its performance using several key performance indicators which are reviewed at Executive Committee and Board level. The key financial performance indicators are revenue, total income, underlying profit before tax, profit before tax, PBT margin, adjusted free cash, number of Corporate clients, number of Private Markets Risk management clients, number of Accounts & Payments client accounts, and the front office to back office headcount ratios.

 

Cash Flow and Balance Sheet

 

In the year ended 31 December 2024, 53% of the revenue in the year was derived from products where the revenue is converted into cash within a few days of the trade date (2023: 53%). Including net treasury income, cash conversion was 72% in 2024 (2023: 72%). This has continued to have a positive impact on the Group's cash flow. On a statutory basis, net cash and cash equivalents increased in the year by £55m to £252.5m.

 

The Group's statutory cash position can fluctuate significantly from day to day due to the impact of changes in: collateral paid to banking partners, margin received from clients, early settlement of trades, or the unrealised mark-to-market profit or loss from client swaps. These movements result in an increase or decrease in cash with a corresponding change in other payables and trade receivables. Therefore, in addition to the statutory cash flow, the Group presents an adjusted net cash summary excluding these items, shown below. On this basis, adjusted net cash increased in the year by £39m to £217.5m.

 


31 December
2024

31 December
2023


£'m

£'m

Net cash and cash equivalents

252.5

197.9

Variation margin (owed by)/paid to banking counterparties*

(13.1)

11.1


239.4

209.0

Margin received from clients**

(35.3)

(51.1)

Net MTM timing of profit from client drawdowns and extensions within trade receivables

 

13.4

 

20.9




Adjusted net cash***

217.5

178.8

 

*Includes MTM on Alpha's interest rate swaps

**Included in 'other payables' within 'trade and other payables'.

*** Excluding collateral received from clients, collateral paid to banking counterparties, early settlement of trades and the unrealised mark-to-market profit or loss from client swaps and rolls.

 

The overall net assets of the Group increased in the year by £56m to £279m (2023: £223m).

 

Buyback

 

During 2024 we announced two share buyback programmes of up to £20m.  The first programme completed in June 2024. As at 31 December, £10m of the second programme had also been completed.  As at 18 March 2025, a further £4m of the second programme had been completed.

 

Dividend

 

Following the strong full-year results, the Board is pleased to declare a final dividend of 14.0p per share (2023: 12.3p). Subject to shareholder approval, the final dividend will be payable to shareholders on the register at 25 April 2025, and will be paid on 23 May 2025. This represents a total dividend for the year of 18.2p per share (2023: 16.0p).

 

Despite having sufficient reserves across the Group, the Board recently became aware that the Company's reserves were insufficient, meaning certain dividends and share purchases were made other than in accordance with the Companies Act 2006. Details of the transactions which are affected by this issue (the "Relevant Purchases") are set out in Notes 14 and 17 to the Consolidated financial statements. Resolutions will be proposed to shareholders at the forthcoming AGM to remedy this matter.

 

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2024



Year ended

 31 December 2024

Year ended

 31 December 2023


Note

£'000

£'000


 



REVENUE

4

135,600

110,442

Net treasury income - client funds

4

83,996

73,676

Net treasury income - own funds

4

1,307

1,843

TOTAL INCOME

 

220,903

185,961

Operating expenses

 

(102,608)

(73,809)

OPERATING PROFIT

5

118,295

112,152

Underlying operating profit

 

 

3

42,556

39,205

Net treasury income - client funds

83,996

73,676

Non-underlying items

(8,257)

(729)

Finance income

6

6,053

4,616

Finance expenses

6

(1,234)

(834)

PROFIT BEFORE TAXATION

 

123,114

115,934

Underlying profit before taxation

 

47,375

42,987

Net treasury income - client funds

 

83,996

73,676

Non-underlying items

3

(8,257)

(729)

Taxation

7

(30,389)

(27,142)

PROFIT FOR THE YEAR

 

92,725

88,792

Attributable to:




Equity holders of the parent


93,019

88,825

Non-controlling interests


(294)

(33)

PROFIT FOR THE YEAR


92,725

88,792

OTHER COMPREHENSIVE INCOME/(LOSS):




Items that will or may be reclassified to the profit or loss:




Exchange loss on translation of foreign operations


(2,485)

(679)

(Loss)/gain recognised on hedging instruments


(1,318)

3,193

Tax relating to items that may be reclassified


329

(798)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR


89,251

90,508

Attributable to:




Equity holders of the parent


89,576

90,541

Non-controlling interests


(325)

(33)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR


89,251

90,508

 

Earnings per share (EPS) attributable to equity owners of the Parent (pence per share)

-       basic

8

215.7p

206.2p

-       diluted

8

211.7p

203.4p

-       underlying basic

8

86.4p

76.7p

-       underlying diluted

8

84.8p

75.6p

 



 

Consolidated Statement of Financial Position

    As at 31 December 2024

          Company number: 07262416

 

 

 

As at

31 December 2024

   As at

31 December 2023

 

 


Restated1

NON-CURRENT ASSETS  

Note

£'000

£'000

Goodwill

 

4,526

4,707

Intangible assets

 

14,957

14,007

Property, plant and equipment

 

7,670

8,800

Right-of-use assets

10

18,993

20,894

Derivative financial assets

11

28,699

14,369

TOTAL NON-CURRENT ASSETS

 

74,845

62,777

CURRENT ASSETS

 



Cash and cash equivalents

13

252,468

197,941

Derivative financial assets

11

132,446

90,966

Trade and other receivables

12

12,715

12,033

Fixed collateral

13

10,063

8,810

Current tax asset

 

-

73

TOTAL CURRENT ASSETS

 

407,692

309,823

TOTAL ASSETS

 

482,537

372,600

 

EQUITY

 



Share capital

14

87

87

Share premium account

 

52,566

52,566

Treasury shares

14

(6,697)

-

Retained earnings

 

235,256

170,939

Other reserves

 

(3,086)

(632)

EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT

 

278,126

222,960

Non-controlling interests

 

879

531

TOTAL EQUITY

 

279,005

223,491

CURRENT LIABILITIES

 



Derivative financial liabilities

11

84,080

34,288

Other payables

15

45,747

59,750

Deferred income

15

8,059

7,072

Lease liability

10

2,180

1,028

Current tax liability

 

12,086

11,293

TOTAL CURRENT LIABILITIES

 

152,152

113,431

NON-CURRENT LIABILITIES

 



Derivative financial liabilities

11

24,695

5,922

Other payables

15

885

875

Redemption liability

 

1,812

1,884

Deferred tax liability

7

3,661

5,305

Lease liability

10

20,327

21,692

TOTAL NON-CURRENT LIABILITIES

 

51,380

35,678

TOTAL LIABILITIES

 

203,532

149,109

TOTAL EQUITY AND LIABILITIES

 

482,537

372,600







 

The Consolidated Financial Statements of Alpha Group International plc were approved by the Board of Directors on 18 March 2025 and signed on its behalf by: 

C Kahn, Director                                                                       T Powell, Director

[1] See note 12 for details of the prior year restatement.


Consolidated Statement of Cash Flows

For the year ended 31 December 2024


 

Year ended 31 December 2024 

Year ended 31 December 2023


 


Restated2

CASH FLOWS FROM OPERATING ACTIVITIES

Note

£'000

£'000

Profit before taxation

 

123,114

115,934

Net treasury income - client funds

 

(83,996)

(73,676)

Net treasury income - own funds

 

(1,307)

(1,843)

Finance income

6

(6,053)

(4,616)

Finance expense

6

1,234

834

Amortisation and impairment of intangible assets

 

6,598

3,137

Depreciation of property, plant and equipment

 

1,782

1,325

Depreciation of right-of-use assets

10

2,793

1,939 

Loss on disposal of property, plant and equipment

 

224

8

Gain on disposal of right-of-use asset

 

(93)

-

Share-based payment expense/(credit)

 

5,325

(58)

Increase in other receivables

 

(752)

(3,858)

Decrease in other payables

 

(13,670)

(15,550)

(Increase)/decrease in derivative financial assets

 

(53,712)

22,435

Increase/(decrease) in derivative financial liabilities

 

65,149

(9,232)

Increase in fixed collateral

 

(1,253)

(4,084)

CASH INFLOWS FROM OPERATING ACTIVITIES

 

45,383

32,695

Net treasury income received

 

85,598

73,975

Tax paid

 

(30,451)

(15,881)

NET CASH INFLOWS FROM OPERATING ACTIVITIES

 

100,530

90,789

CASH FLOWS FROM INVESTING ACTIVITIES

 



Acquisition of subsidiary, net of cash acquired

 

-

(8,227)

Payments to acquire property, plant and equipment

 

(1,038)

(6,927)

Payments to acquire right-of-use assets

 

 

(25)

(235)  

Proceeds from the disposal of right-of-use assets

 

20

-

Proceeds from sale of property, plant and equipment

 

4

5

Expenditure on intangible assets

 

(7,739)

(8,025) 

Finance income received

 

6,053

4,616

NET CASH OUTFLOWS FROM INVESTING ACTIVITIES

 

(2,725)

(18,793)

CASH FLOWS FROM FINANCING ACTIVITIES

 



Issue of ordinary shares by Parent Company

 

-

491

Issue of treasury shares by Parent Company

 

303

-

Purchase of own shares

 

(30,004)

-

Acquisition of non-controlling interest

 

(48)

-

Issue of share options

 

26

Dividends paid to equity holders of Parent Company

9

(7,084)

(6,368)

Dividends paid to subsidiary shareholders

9

(2,229)

(2,762)

Payment of lease liabilities - principal

10

(1,065)

(779)

Payment of lease liabilities - interest

10

(1,145)

(793)

NET CASH OUTFLOWS FROM FINANCING ACTIVITIES

 

(41,246)

(10,211)

 

 



INCREASE IN NET CASH AND CASH EQUIVALENTS IN THE YEAR

 

56,559

61,785

Net cash and cash equivalents at beginning of year

 

197,941

136,799 

Net exchange loss

 

(2,032)

(643)

NET CASH AND CASH EQUIVALENTS AT END OF YEAR

13

252,468

197,941

 

2 Prior year has been restated for the balance sheet reclassification outlined in note 12.

Consolidated Statement of Changes in Equity

For the year ended 31 December 2024

 

 

 

            Attributable to the owners of the Parent

 

 


Share capital

Share premium account

Treasury shares

Retained earnings

Other reserves

Total

Non- controlling

interests

Total

 

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 1 January 2023

84

52,075

-

88,807

1,931

142,897

-

142,897

Profit/(loss) for the year

-

-

-

88,825

-

88,825

(33)

 

88,792

Other comprehensive income/(expense):

 

 

Gains recognised on hedging instruments

-

-

-

2,395

-

2,395

-

2,395

Exchange differences arising on translation of foreign operations

-

-

-

-

(679)

(679)

-

(679)

Transactions with owners:




 





Acquisition of subsidiary

-

-

-

103

(1,884)

(1,781)

564

(1,217)

Shares issued on vesting of share option schemes

3

491

-

(3)

-

491

-

491

Share-based payments

 -  

 -  

 -  

(58)  

 -  

(58)

 -  

(58)

Dividends paid (note 9)

 -  

 -  

 -  

(9,130)  

 -  

(9,130)

-

(9,130)

Balance at 31 December 2023

87

52,566

-

170,939

(632)

222,960

531

223,491

Profit/(loss) for the year

-

-


93,019


93,019

(294)


92,725

Other comprehensive expense:


Losses recognised on hedging instruments

-

-

-

(989)

-

(989)

-

(989)

Exchange differences arising on translation of foreign operations

-

-

-

-

(2,454)

(2,454)

(31)

(2,485)

Transactions with owners:









Capital contribution to subsidiary with minority interest

-

-

-

(676)

-

(676)

676

-

Acquisition of non-controlling interest

-

-

-

(45)

-

(45)

(3)

(48)

Acquisition of treasury shares (note 14)

-

-

(10,721)

(19,283)

-

(30,004)

-

(30,004)

Treasury shares issued in relation to subsidiary earnout (note 14)

-

-

4,024

-

-

4,024

-

4,024

Issue of share options in subsidiary undertakings

-

-

-

(3,721)

-

(3,721)

-

(3,721)

Share-based payments

-

-

-

5,325

-

5,325

-

5,325

Dividends paid (note 9)

-

-

-

(9,313)

-

(9,313)

-

(9,313)

Balance at 31 December 2024

87

52,566

(6,697)

235,256

(3,086)

278,126

879

 

279,005












Notes to the Consolidated Financial Statements

For the year ended 31 December 2024

 

1. General information

 

Alpha Group International plc (the "Company") is a public limited company, with ordinary shares on the Main Market of The London Stock Exchange since 2 May 2024 (previously listed on AIM, since 7 April 2017). The Company is incorporated and domiciled in the UK (registered number 07262416) and its registered office is Brunel Building, 2 Canalside Walk, London, England, W2 1DG.

 

Statutory accounts for the year ended 31 December 2023 have been delivered to the Registrar of Companies. The statutory accounts for the year ended 31 December 2024 will be delivered to the Registrar of Companies following the Group's Annual General Meeting.

 

The auditors' reports on the financial statements for 31 December 2023 and 31 December 2022 were unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

 

2. Material accounting policies

 

Basis of preparation

 

The Consolidated Financial Statements have been prepared in accordance with UK adopted international accounting standards using the measurement bases specified by UK IFRS for each type of asset, liability, revenue or expense.

 

The financial information set out above does not constitute statutory accounts for the purposes of section 435 of the Companies Act 2006, for the years ended 31 December 2024 and 31 December 2023, but is derived from those accounts.

 

The Directors have assessed the Group's projected business activities and available financial resources together with detailed forecasts for cash flow and relevant sensitivity analysis. The directors believe that the Group remains well placed to manage its business risks successfully. After making appropriate enquiries the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.  Accordingly, the directors continue to adopt the going concern basis in preparing the statutory accounts for the year ended 31 December 2024.

 

The preparation of consolidated financial statements in conformity with UK adopted IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

 

3. Alternative performance measures

 

The Group uses alternative performance measures to monitor financial performance and cash flows (we refer to these results as 'adjusted' or 'underlying'). This is consistent with the way that financial performance is measured by management and reported to the Executive Committee and Board. These measures are not measures of performance under IFRS and should be considered in addition to, and not as a substitute for, IFRS measures of financial performance and liquidity. These measures may not be comparable across companies.

 

Financial performance

 

This note analyses non-underlying items, which are included in our results for the year but are excluded from underlying operating profit, underlying Profit before taxation and underlying EPS.

 

Non-underlying items in the year are made up of the below charges/ (credits):


 

31 December 2024

 

31 December 2023


£'000

£'000

Acquisition costs in relation to business combinations

104

487

Other M&A related integration and transaction costs

                    -

62

Costs associated with the move from AIM to the Main Market

2,746

248

Amortisation of purchased intangible assets

82

(10)

Share-based payments charge/(credit)

5,325

(58)

Total non-underlying items

8,257

729

 

Share based payments and amortisation of intangible assets are non-cash underlying items, the cash flow impact of the other non-underlying items is not materially different from their impact on the Consolidated Statement of Comprehensive Income.

 

The following tables show the reconciliation of the Group's statutory financial performance measures to our underlying financial performance measures:

 


Operating profit

Profit before tax

Profit after tax

Earnings attributable to equity holders

Basic EPS

Year ended 31 December 2024

£'000

£'000

£'000

£'000

Pence

Statutory measure

 118,295

 123,114

 92,725

 93,019

215.7







(Deduct)/add back:






NTI - client funds

 (83,996)

(83,996)

(83,996)

 (83,996)

 (194.8)

Non-underlying items

 8,257

 8,257

 8,257

 8,257

 19.2

Tax effect of above items*

 -  

 -  

19,971

 19,971

 46.3

Underlying measure

 42,556

 47,375

36,957

 37,251

86.4

 

\* The tax effect includes £20,999k on the NTI client funds, £876k of allowable share-based payment charges across the Group and £152k of allowable costs associated with the move from AIM to the Main Market.


 

3. Alternative performance measures (continued)

 


Operating profit

Profit before tax

Profit after tax

Earnings attributable to equity holders

Basic EPS

Year ended 31 December 2023

£'000

£'000

£'000

£'000

Pence

Statutory measure

 112,152

115,934

 88,792

 88,825

 206.2







(Deduct)/add back:






NTI - client funds

 (73,676)

(73,676)

(73,676)

 (73,676)

 (171.0)

Non-underlying items

 729

 729

 729

 729

 1.7

Tax effect of above items

 -  

 -  

 17,143

 17,143

 39.8




                   

                   


Underlying measure

 39,205

 42,987

 32,988

 33,021

 76.7

 

Cash flows

 

The Group's statutory cash position can fluctuate significantly from day to day due to the impact of changes in: collateral paid to banking partners, margin received from clients, early settlement of trades, or the unrealised mark-to-market profit or loss from client swaps. These movements result in an increase or decrease in cash with a corresponding change in other payables and trade receivables. Therefore, in addition to the statutory cash flow, the Group presents an adjusted net cash summary excluding these items, shown below. On this basis, adjusted net cash increased in the year by £39m to £217.5m.



 

31 December 2024

 

31 December 2023


£'000

£'000

Statutory cash and cash equivalents

252,468

197,941

Variation margin (receivable from)/paid to banking counterparties*

(13,097)

11,125


239,371

209,066

Margin received from clients**

(35,336)

(51,137)

Net MTM timing of profit from client drawdowns and extensions within trade receivables

13,503

20,897

Adjusted net cash***

217,538

178,826

 

*Includes MTM on Alpha's interest rate swaps

** Included in 'other payables' within 'trade and other payables'.

*** Excluding collateral received from clients, collateral paid to banking counterparties, early settlement of trades and the unrealised mark to market profit or loss from client swaps and rolls.

4. Segmental reporting

 

During the year the Group has evolved its organisational structure from a product centric structure to a client centric structure and as a result this structure has been mirrored within the presentation of the financial statements in accordance with IFRS. The Group now comprises three operating segments which are Corporate, Private Markets* and Cobase. These align with the management accountabilities for performance management and the basis for internal financial reporting and represent our reportable segments. These three segments are explained further as below:

 

·     Corporate focuses on currency risk management to corporate clients, primarily for the purpose of hedging commercial foreign exchange exposures.

·     Private Markets includes accounts & payments- simplified formation and management of currency accounts, coupled with efficient and reliable multi-currency payments across key investment jurisdictions. Currency management: strategic advisory and execution services for managing currency exposures, with a growing focus on interest rate risk management and Fund finance: streamlined debt-sourcing and expert advisory around the structuring of facilities.

·     Cobase, a Dutch based company that was acquired by the Group in December 2023. Cobase is a cloud-based provider of bank connectivity technology that enables corporates to manage their banking relationships and transactions.

 

*As described further in the Chief Executive's Statement, the Institutional division has been renamed to "Private Capital Markets" or "Private Markets" for short. This change has been made as it is a clearer description of the types of clients that Alpha service.

 

The chief operating decision makers, being the Group's Chief Executive Officer and the Chief Financial Officer, monitor the results of the three operating segments separately each month. Key measures of operating segments used to evaluate performance are revenue, and underlying profit before taxation. Management believe that these measures are the most relevant in evaluating the performance of the segment and for making resource allocation decisions.

 

The Group has disclosed revenue for each segment disaggregated between Risk Management, Accounts & payments and platform fees, to assist users in understanding the product mix. All costs are attributed to these segments.

 

As explained further in note 3, the Group excludes 'Net treasury income - client funds' from the definition of underlying profit. 'Net treasury income - own funds' relates to interest earned on client margin held by the Corporate division and is incorporated in the definition of underlying profit for that business as this income is a direct consequence of operational activities.

 

The Corporate division has overseas offices in Australia, Canada, Netherlands, Italy, Spain and Germany. In 2024, these offices contributed aggregate revenue of £27.2m and underlying profit before taxation of £6.6m (£18.7m and £3.8m underlying profit respectively in prior year). A small component of Private Markets costs arise in Luxembourg, and the profit related to the Malta office has been allocated between the various European entities it supports.

 

4. Segmental reporting (continued)

 

2024

 

Corporate

 

Private Markets

 

Cobase

 

Total


£'000

£'000

£'000

 £'000

Risk Management*

63,759

28,344

-

92,103

Accounts & payments**

Platform fees

-

-

40,610

-

-

2,887

40,610

2,887

Total revenue

63,759

68,954

2,887

135,600

Net treasury income - own funds

Segment income

1,307

65,066

-

68,954

-

2,887

1,307

136,907

Operating costs***

(39,261)

(49,893)

(5,197)

(94,351)






Underlying operating profit

25,805

19,061

(2,310)

42,556

 

Finance Income

Finance expense

 

6,016

(457)

 

37

(777)

 

-

-

 

6,053

(1,234)

Underlying profit before taxation

31,364

18,321

(2,310)

47,375

 

Net treasury income - client funds

 

4,059

 

79,937

 

-

 

83,996

 

Non-underlying items




(8,257)

Profit before taxation




123,114

 

2023

Re-presented

 

Corporate

 

Private Markets

 

Cobase

 

Total


£'000

£'000

£'000

 £'000

Risk Management*

52,811

23,518

-

76,329

Accounts & payments**

Platform fees

-

-

33,927

-

-

186

33,927

186

Total revenue

52,811

57,445

186

110,442

Net treasury income - own funds

Segment income

1,843

54,654

-

57,445

-

186

1,843

112,285

Operating costs***

(34,060)

(38,586)

(434)

(73,080)






Underlying operating profit

20,594

18,859

(248)

39,205






Finance Income

Finance expense

4,611

(399)

-

(435)

5

-

4,616

(834)

Underlying profit before taxation

24,806

18,424

(243)

42,987

 

Net treasury income - client funds

 

Non-underlying items

 

5,534

 

 

68,142

 

 

-

 

 

73,676

 

(729)

Profit before taxation




115,934

 

 

4. Segmental reporting (continued)

 

*Risk Management represents revenue derived from forward, spot, and option contracts provided to corporate and private market clients, primarily for the purpose of hedging commercial foreign exchange exposures.

**Accounts & payments represents revenues derived from fees and foreign exchange spot contracts

generated from the provision of cross border payments, collections and annual account fees to corporates and private markets, as well as Fund Finance advisory fees.

***Operating costs excludes non-underlying items as set out in Note 4 above.

 

All revenue is from external customers and is based on the location of those customers.

 

Revenue by region of customer

31 December 2024

£'000

31 December 2023

£'000

United Kingdom

43,578

40,252

Europe

68,847

55,238

Canada

4,389

4,251

Rest of the world

18,786

10,701

Total

135,600

110,442


No customer represents more than 10% of revenue and the Group does not believe there is undue reliance on any specific sub-set of customers.

 

 

Revenue by product

 


31 December 2024

£'000

31 December 2023

£'000

Forward transactions

Spot transactions

Option contracts

Payments, accounts and advisory fees

Platform fees


63,268

32,590

11,650

25,205

2,887

51,966

31,791

7,823

18,676

186

Total

 

135,600

110,442

 

 

 

 

Forward, spot and option revenues are accounted for under IFRS 9 - Financial Instruments, and the remaining revenue streams i.e. payments, accounts, advisory and platform fees fall under IFRS 15 - Revenue from Contracts with Customers.

 

The table below discloses non-current assets (excluding financial instruments and deferred tax) by location:

 

Non-current assets

 

31 December 2024

£'000

31 December 2023

£'000

Re-presented*

United Kingdom

26,879

29,911

Malta

6,068

5,287

The Netherlands

10,454

11,855

Canada

1,032

1,336

Other

1,713

19

Total non-current assets

46,146

48,408

 

 

4. Segmental reporting (continued)

 

* The 2023 prior year re-presentation relates to the exclusion of derivative financial assets which has been disclosed separately in line with IFRS 9 (see note 11).

 

No information is provided for segment assets or segment liabilities as this measure is not reported to the chief operating decision makers.

 

5. Operating profit

 

Operating profit is stated after charging/(crediting):


31 December 2024

31 December 2023


£'000

£'000

Staff costs

56,596

37,665

Depreciation of owned property, plant and equipment

1,782

1,325

Amortisation of intangible assets*

6,595

3,111

Depreciation of right-of-use assets

2,793

1,939

Rental costs for short-term leases

1,022

897

Loss on disposal of fixed assets

224

8

Gain on disposal of right-of-use asset

(93)

-

Impairment of intangible assets

3

26

Bad debt expense

508

135

Net foreign exchange (gains)/losses

(409)

372

Audit fees



Audit fees in respect of the Group, Company and subsidiary financial statements

 

896  

758

Non-Audit fees



Fees in respect of CASS Limited Assurance

10

10

Fees associated with the move from AIM to the Main Market

498

-

 

*Amortisation of intangible assets includes a charge of £6,513k (2023: charge of £3,121k) relating to internally generated software and a charge of £82k (2023: credit of £10k) relating to brand and customer relationships.

 

6. Finance income and expenses


31 December 2024

31 December 2023


£'000

£'000

Finance income


 

Interest on bank deposits

5,945

4,491

Other interest receivable

108

125

Total

6,053

4,616

 


 

Finance expenses


 

Finance expense on dilapidation provisions

(34)

(41)

Finance expense on lease liabilities (note 10)

(1,200)

(793)

Total

(1,234)

(834)


7. Taxation

 

 Tax charge


31 December 2024

31 December 2023



£'000

£'000

Current tax:



UK Corporation tax on the profit for the year

31,172

24,536

Adjustments relating to prior years

(215)

(633)

Overseas corporation tax on the profit for the year

744

219

Total current tax

31,701

24,122

 



Deferred tax



Origination and reversal of temporary differences current year

(427)

3,020

Adjustment relating to prior year

(885)

-

Total deferred tax

(1,312)

3,020




Total tax expense

30,389

27,142

 

Deferred tax has decreased due to the comparatively high level of prior year investments in assets and the acquisition of Cobase.

 

Factors affecting tax charge for the year


31 December 2024

31 December

 2023


£'000

£'000

Profit on ordinary activities before tax

123,114

115,934

Profit on ordinary activities multiplied by the effective standard rate of UK corporation tax of 25% (2023: 23.5%)

30,779

27,244

Effects of:



Expenses not deductible for tax purposes

610

561

Unutilised trading losses different tax rates applied in overseas jurisdictions

44

93

Adjustments relating to prior years

(1,101)

(633)

Deferred tax not recognised on losses unutilised

57

Unutilised trading losses

-

Trading losses brought forward

-

(21)

Total tax charge for the year

30,389

27,142




 

7. Taxation (continued)

 

Factors affecting tax charge for the year (continued)

 

During the year, management identified that a £1.1m deferred tax liability recognised at 31 December 2023 in relation to the Cobase business had been overstated and the charge has been corrected in the current year. In addition, the Group has recognised a deferred tax asset of £0.4m in respect of future tax deductions for the amortisation of customer lists in Malta. This asset is expected to be amortised over the next two years.

 

Deferred tax

 

The deferred taxation liability is based on the expected future rate of corporation tax of 25% (2023: 25%) and comprises the following:


31 December 2024

31 December 2023


£'000

£'000

Liabilities

 



At 1 January

5,305

1,387

UK & overseas tax charge relating to current year from continuing operations

(343)

1,960

UK tax charge relating to current year from acquired operations

(971)

1,060

Fair market value at acquisition

-

102

Tax credit relating to foreign exchange rate movements

-

(2)

Tax (credit)/charge on other comprehensive income

(330)

798

Total deferred tax liability

3,661

5,305

 

The UK deferred tax liability as at 31 December 2024 and as at 31 December 2023 principally relates to the tax effect of timing differences in respect of fixed assets.

 

Deferred tax - balance


31 December 2024

31 December 2023


£'000

£'000

Liabilities

 



Fixed asset differences

3,890

4,564

Fair market value at acquisition

-

102

Right-of-use assets

2

-

Losses

(115)

-

Foreign exchange rate movements

-

1

Future tax deductions for amortisation of customer lists in Malta

(405)

-

Gain recognised on hedging instruments

289

638

Total deferred tax liability

3,661

5,305




Losses of €28m (tax effect €4.4m) arose for periods prior the 2023 acquisition of Financial Transaction Services B.V. (Cobase). Under Dutch tax regulations these losses can be carried forward indefinitely but are only available for offset against a limited portion of profits in any given year. Based on the latest forecasts, no material losses are expected to be utilised in the near term and accordingly no deferred tax asset has been recognised. Losses in other jurisdictions carried forward for which no deferred tax asset has been recognised total £0.14m.


7. Taxation (continued)

 

Deferred tax on each component of other comprehensive income/(expense) is as follows:

 


31 December 2024

31 December 2023


Before tax

Tax

After tax

Before tax

Tax

After tax


£'000

£'000

£'000

£'000

£'000

£'000

Cash flow hedges

 






(Losses)/gains recognised on hedging instruments 

(1,318)

329

(989)

                    3,193

                      (798)

           2,395








Exchange loss arising on translation of foreign operations 

(2,485)

-

(2,485)

                  (679)

                         -  

         (679)

Total tax (charge)/credit on other comprehensive income/(expense)

(3,803)

329

(3,474)

2,514

(798)

1,716









 

8. Earnings per share

 

Basic earnings per share is calculated by dividing the profit for the year attributable to equity holders of the Parent, by the weighted average number of ordinary shares in issue during the financial year. Diluted earnings per share additionally includes in the calculation, the weighted average number of ordinary shares that would be issued on conversion of any dilutive potential ordinary shares. The dilutive effect is calculated on the full exercise of all potentially dilutive ordinary share options granted by the Group.

 

The underlying calculation excludes the impact of net treasury income on client funds and other non-underlying items and their tax effect.  This better enables comparison of financial performance in the current year with comparative years.

 

 

31 December 2024

31 December 2023

 

Pence

Pence

Basic earnings per share

215.7p

206.2p

Diluted earnings per share

211.7p

203.4p

Underlying - basic

86.4p

76.7p

Underlying - diluted

84.8p

75.6p

 

8. Earnings per share (continued)

 

The calculation of basic and diluted earnings per share is based on the following number of shares:

 

 

31 December

2024

31 December 2023

 

No.

No.

Basic weighted average shares

43,119,507

43,072,098

Contingently issuable shares

818,677

593,955

Diluted weighted average shares

43,938,184

43,666,053

 

The number of shares which are contingently issuable in respect of a number of employee incentive schemes will be determined based on the change in market capitalisation of the Group over a 60 business-day period running from 20 December 2024 to 18 March 2025. For the purposes of diluted EPS shown above the figure has been determined as if the market condition was finalised at the balance sheet date i.e. it has been based on the change in market capitalisation between 20 December 2024 and 31 December 2024.

 

As set out in note 14, £19.3m of purchases of shares by the Company during the year, and a further £3.5m post year end had been made otherwise than in accordance with the Companies Act 2006.  The basic and diluted weighted average number of shares in issue shown above excludes these purchases. Had these been made in accordance with the legal requirements, the basic weighted average number of shares would have been 470,609 lower.

 

As at market close on 18 March 2025, excluding these purchases, the Group had 42,976,487 shares in issue. Had all purchases of shares been in accordance with the Act, this figure would have been 1,063,556 lower, or 41,912,931.

 

9. Dividends

 

 

31 December 2024

31 December 2023

 

£'000

£'000

Final Plc dividend for the year ended 31 December 2022 of 11.0p per share

-

4,765

Interim Plc dividend for the year ended 31 December 2023 of 3.7p per share

-

1,603

Final Plc dividend for the year ended 31 December 2023 of 12.3p per share

5,308

-

Interim Plc dividend for the year ended 31 December 2024 of 4.2p per share

1,776

-


7,084

6,368

 

All dividends paid by Alpha Group International plc are in respect of the ordinary shares of £0.002 each.

 

In addition to the dividends paid to ordinary shareholders of the Group shown above, the Consolidated Statement of Changes in Equity includes £2,229k (2023: £2,762k) of dividends paid to subsidiary shareholders.


9. Dividends (continued)

 

The Directors propose that a final dividend in respect of the year ended 31 December 2024 of 14.0p per share amounting to circa £5,870k will be paid on 23 May 2025 to all shareholders on the register of members on 25 April 2025. This dividend is subject to approval by shareholders at the AGM and has not been accrued as a liability in these Financial Statements in accordance with IAS 10 'Events after the reporting period'.

 

The Directors have proposed the final dividend having satisfied themselves as to the adequacy of distributable reserves of the Company as at 28 February 2025.

 

As noted in Financial Review, the Company has discovered that the interim dividend for the year ended 31 December 2024 (£1.8m) and the interim dividends paid on 13 October 2017 and the FY21 interim dividend paid on 8 October 2021 (together £0.7m) were made otherwise than in accordance with the Companies Act 2006.

 

As a result, the Company and its Directors at the relevant time could have claims against the shareholders who received these dividends. The Company has no intention of pursuing any such claims and the financial statements have accordingly not been restated for the effect of the distributions made otherwise than in accordance with the Act.

 

Instead, the Company is proposing certain resolutions at its forthcoming AGM to put the Company, its current and former shareholders and its current and former directors in the position they would have been in, had the dividends fully complied with the Act. This includes resolutions to appropriate distributable profits to the dividends that have arisen subsequently. This also includes entering into deeds of release to release the shareholders who received these dividends, and the Directors of the Company at the time the dividends were made, from any liability to repay any amounts to the Company.

 

The Directors are related parties of the Company and therefore the entry by the Company into a deed of release in favour of the Directors will constitute a related party transaction for the purposes of the Listing Rules.

 

Subsequent to the reporting date, on 28 February 2025, the Company received a £50m dividend from its subsidiary, Alpha FX Limited. As at that date, the Company's distributable reserves were £26.9m. Interim Accounts for the Company have been drawn up to that date and have been lodged with Companies House as they comprise 'Relevant Accounts' for the purposes of the final dividend declaration.

 

10. Right-of-use assets and lease liabilities

 

Leases where the Group is a lessee are accounted for by recognising a right-of-use asset and a lease liability except for leases of low value assets and leases with a term of 12 months or less. The Group has only property leases.

 

During the year, the Group signed two new leases for office premises in Italy and Australia. The Group exited a lease early in Bristol and recognised a gain on disposal of £92,822 (see note 5).

 

Right-of-use assets

 

 

31 December

2024

31 December 2023

 

£'000

£'000

At 1 January

20,894

11,848

Additions

1,347

10,954

Additions in relation to business combination

-

182

Depreciation charge for the year

(2,793)

(1,939)

Disposals

(164)

-

Foreign exchange translation

(291)

(151)

At 31 December

18,993

20,894

 

Lease liabilities

 

 

31 December

2024

31 December 2023

 

£'000

£'000

At 1 January

22,720

13,074

Additions

1,288

10,405

Additions in relation to business combination

-

182

Disposals

(194)

-

Finance cost (note 6)

1,200

793

Payments in the year

(2,210)

(1,572)

Foreign exchange translation

(297)

(162)

At 31 December

22,507

22,720

 


31 December

2024

31 December 2023


£'000

£'000

Maturity analysis:



Not later than 1 year

2,180

1,028

Later than 1 year and not later than 5 years

10,661

11,014

Later than 5 years

9,666

10,678

Total lease liabilities

22,507

22,720

 

11. Derivative financial assets and financial liabilities


 

31 December 2024

31 December 2023

Derivative financial assets not designated as hedging instruments

 

Fair value

Notional principal

 

Fair value

Restated1

Notional principal

Restated2

 

£'000

£'000

£'000

£'000

Forward and option contracts with customers

 

156,570

 

4,332,514

 

99,738

 

1,939,848

Forward and option contracts with banking counterparties

 

1,634

 

140,240

 

 3,043

 

 2,013,748

 

Other forward contracts

 

842

 

54,074

 

-

 

-

 

159,046

4,526,828

 102,781

 3,953,596

 


31 December 2024

31 December 2023

Derivative financial assets designated as hedging instruments

 

Fair value

Notional

Principal

 

Fair value

Notional principal


£'000

£'000

£'000

£'000

Forward contracts

-

-

 156

 3,913

Swap contracts

2,099

699,831

 2,398

 825,546


2,099

699,831

 2,554

 829,459








 

 

31 December 2024

31 December 2023

Total Derivative financial assets

 

Fair value

Notional

Principal

 

Fair value

Restated1

Notional principal

Restated2


£'000

£'000

£'000

£'000


161,145

5,226,659

 105,335

 4,783,055

 

 

 

31 December

2024

31 December

2023


Fair value

Fair value

Restated

Analysis:

£'000

£'000

Current

132,446

 90,966

Non-current

28,699

 14,369

Total derivative financial assets

161,145

 105,335

 

 

[1] See note 12 for details of the prior year restatement.

2 The prior year notional principal has been restated to reflect the correct GBP notional amounts.

11. Derivative financial assets and financial liabilities (continued)

 

 

31 December 2024

31 December 2023

Derivative financial liabilities not designated as hedging instruments

 

Fair value

Notional

Principal

 

Fair value

Notional principal

Restated2


£'000

£'000

£'000

£'000

Forward and option contracts with customers

 

98,839

 

3,771,123

 

37,584

 

 3,293,038

Forward and option contracts with banking counterparties

 

9,073

 

2,553,445

 

2,559

 

 441,478

Other forward contracts

-

-

 

 67

 33,090


107,912

6,324,568

 40,210

 3,767,606

 

 

 

31 December 2024

31 December 2023

Derivative financial liabilities designated as hedging instruments

 

Fair value

Notional

Principal

 

Fair value

Notional principal


£'000

£'000

£'000

£'000

Forward contracts

-

-

-

-

Swap contracts

863

355,000

-

-


863

355,000

-

-

 

 

 

31 December 2024

31 December 2023

Total Derivative financial liabilities

 

Fair value

Notional

Principal

 

Fair value

Notional principal

Restated1


£'000

£'000

£'000

£'000


108,775

6,679,568

 40,210

 3,767,606

 


31 December 2024

31 December 2023


Fair value

Fair value

Analysis:

£'000

£'000

Current

84,080

 34,288

Non-current

24,695

 5,922

Total derivative financial liabilities

108,775

 40,210

 

2 The prior year notional principal has been restated to reflect the correct GBP notional amounts.

11. Derivative financial assets and financial liabilities (continued)

 

Items that will or may be reclassified to the Consolidated Statement of Comprehensive Income:

 

 

 

31 December

 

31 December

 

Movement in year

2024

£'000

2023

£'000

Cash flow hedges



(Losses)/gains recognised on hedging instruments

(1,318)

3,193

Tax relating to items that may be reclassified

329

(798)

 

(989)

2,395

 

Interest rate swap contracts

The Group has historically operated in a low interest rate environment. Since Q3 2022, when interest rates started to rise, the Group started to receive a large amount of interest on its own free cash balances as well as client cash balances. In line with the Group's treasury policy, we have entered into interest rate swap contracts to manage interest rate risk.

 

The interest rate swap contracts designated as hedging instruments relate to transactions entered into in 2022, 2023 and 2024 to fix the rate of interest receivable on cash balances held by the Group in respect of its own free cash balances as well as client cash balances.  With the interest rate swap, the Group receives a fixed rate of interest and pays a floating interest rate based on SONIA.

 

The contracts have commencement dates between June 2023 and June 2025 with expiries between June 2025 and December 2025 for notional amounts of £650m and between January 2026 and December 2026 for notional amounts of £404m. Should the contracts no longer qualify for hedge accounting, the deferred gains/losses in other comprehensive income relating to the Group's own free cash balances will be reclassified within finance income and those relating to client cash balances will be reclassified within net treasury income - client funds. The hedge effectiveness is reassessed monthly and all hedges remained effective throughout 2024.

 

The following table analyses other comprehensive income in relation to hedge accounting:

 

 

31 December

2024

31 December 2023

 

£'000

£'000

At 1 January

2,554

(639)

Net fair value (losses)/gains

(1,318)

3,193

At 31 December

1,236

2,554



11. Derivative financial assets and financial liabilities (continued)

The following table shows the effects of hedge accounting on the Statement of Financial Position and the year-to-date performance for cash flow hedges taken out to hedge interest rate risk:

 


Hedging instrument

Hedged item


Carrying amount

Change in fair

Hedged interest rate risk

Notional amount £'000

Assets

£'000

Liabilities

£'000

Balance sheet presentation

value

£'000

As at 31 Dec 2024

 1,054,831

 2,099

 863

Derivatives

  1,318

As at 31 Dec 2023

 825,546

 2,554

 -  

Derivatives

(3,193)

 

No changes in fair value have been taken to the income statement as there has been no hedge ineffectiveness to date.

 

Foreign currency forward contracts

The forward contracts designated as hedging instruments relate to hedges entered into in December 2022 and February 2023 to fix the exchange rate of interest receivable denominated in dollars and euros. The contracts had monthly expiries up to January 2024. Upon expiry of the contracts, the deferred gains/losses in comprehensive income relating to the hedges on the Group's free cash balances and client cash balances were reclassified to finance income and NTI - client funds respectively.

 

 

12. Trade and other receivables

 

 

31 December 2024

31 December 2023



Restated*


£'000

£'000

Trade receivables

Other receivables

4,041

 4,926

4,237

4,538

Prepayments

3,748

      3,258

Total trade and other receivables

12,715

12,033

 

Trade receivables consist of invoices owed from clients. Other receivables consist primarily of accrued interest, amounts held on account with the Group's broker available for share buybacks and rental deposits. Receivables are considered current assets and reported at their fair value.

 

*Current derivative financial assets and trade receivables have been restated due to several invoices' receivable being incorrectly classified as current derivative assets. The correction is made by reclassifying the related balance from derivatives financial assets to trade receivables. The amounts reclassified as of 1 January 2023 and 31 December 2023 were £1,722k and £4,237k respectively. There is no impact on net assets for the year.

 

13. Cash 

 

Cash and cash equivalents comprise cash balances and deposits held at call with banks for which the Group has immediate access.

Fixed collateral comprises cash held as collateral with banking counterparties for which the Group does not have immediate access.

Cash balances included within derivative financial assets (see note 11) relate to the variation margin called by banking counterparties for which the Group does not have immediate access.

 

 

 

31 December 2024

31 December 2023

 

£'000

£'000

Cash & cash equivalents

252,468

197,941

Variation margin (note 11)

(14,333)

11,125

Fixed collateral

 10,063

8,810

Total cash

248,198

217,876

 

 

14. Capital and reserves

 

Share capital and Treasury shares

 

 

Authorised, issued and fully paid

Ordinary shares

No.

Share capital

£'000

Treasury shares

£'000

At 1 January 2023 - shares of £0.002 each

42,196,554

84

-

Shares issued on vesting of share option schemes

1,125,259

3

-

At 31 December 2023

43,321,813

87

-

Acquisition of treasury shares*

(524,772)

-

(10,721)

Treasury shares issued on vesting of share option schemes**

234,627

-

4,024

At 31 December 2024

43,031,668

87

(6,697)

 

In January 2024, Alpha initiated a £20m share buyback programme. In June 2024, a second buyback programme of £20m was implemented which continued to run into 2025. At 31 December 2024, £10m of this second programme had been executed.

 

*During the year, in addition to the £10.7m of treasury share purchases shown above, £19.3m of purchases of shares by the Company were made otherwise than in accordance with Companies Act 2006. At 31 December 2024, this amount has been classified within retained earnings, rather than the Treasury share reserve. See note 8 for details of the impact of these purchases on the Company's ordinary shares in issue. Resolutions to release all claims the Company has against shareholders and Directors in respect of this matter will be presented to shareholders at the forthcoming AGM.

 

**In March 2024, the Company issued 234,627 shares from treasury totalling £4,024,051 following the vesting of shares under the Institutional, Canada, Alpha Pay and Netherlands share schemes.

 

On 27 March 2023, the Company issued 1,125,259 new shares following the vesting of shares under the B, C and E Growth Share Schemes, and the Institutional, Canada and Alpha Pay share schemes.

 

15. Other payables and Deferred income


31 December 2024

31 December 2023

 

Current:

£'000

£'000

 

Other payables

35,735

51,243

Other taxation and social security

1,340

1,455

 

Accruals

8,672

 

 

45,747

59,750

 

Non-current:



 

Provisions

885

875

 

885

875

 

Total other payables

46,632

60,625

 

 

Other payables consists of margin received from clients. The carrying value of other payables classified as financial liabilities measured at amortised cost, approximates fair value.

 

Deferred income

 

The changes in the Group's deferred income during the year are as follows:

 

 

31 December

2024

31 December 2023

 

£'000

£'000

At 1 January

7,072

4,924

Recognised as revenue during the year

(17,184)

(13,470)

Deferred during the year

18,171

15,618

At 31 December

8,059

7,072

 

16. Business combinations

 

On 1 December 2023, Alpha Group International plc acquired 86.36% of Financial Transaction Services B.V., trading as "Cobase", a leading multibank connectivity platform. Cobase is an innovative, cloud-based provider of bank connectivity technology that enables corporates to manage their banking relationships, accounts, and transaction activity via one single interface. In doing so, the company unlocks significant operational and financial efficiencies, especially for international businesses with multiple banking counterparties across the world. Alpha believes there are opportunities to amplify one another's growth by leveraging and sharing each other's unique capabilities and experience.

 

The purchase price allocation (shown in the table below) has now been finalised and is unchanged from that disclosed in the prior year on a provisional basis in accordance with IFRS 3 Business Combinations. The initial consideration for the acquisition was €9.6m (£8.3m) in cash, with the remaining stake to be acquired via a performance-based earn-out between 2025 and 2028.

 

The fair value of the net assets acquired on 1 December 2023 is set out below:

 

 

Book value

Fair value adjustments

Fair value

 

£'000

£'000

£'000

Intangible assets

3,292

980

4,272

Property, plant and equipment

9

-

9

Right-of-use-asset

182

-

182

Trade and other receivables

1,322

-

1,322

Cash and cash equivalents

53

-

53

Trade and other payables

(1,354)

-

(1,354)

Lease liabilities

(182)

-

(182)

Dilapidation provision

(63)

-

(63)

Deferred tax liabilities

143

(245)

(102)

Total identifiable net assets

3,402

735

4,137

Non-controlling interest



(564)

Goodwill on the business combination



4,707

Discharged by:




Cash consideration



8,280

 

 

Goodwill of £4,707k reflects certain intangible assets that cannot be individually separated and reliably measured due to their nature. These items include the value of expected synergies arising from the business combination and the experience and skill of the acquired workforce. The fair value of the acquired software, brand name and customer relationships identified are included in intangible assets.

 

Transaction costs relating to professional fees and integration costs associated with the business combination in the year ended 31 December 2024 were £486,633 and have been expensed within non-underlying items (note 3).

16. Business combinations (continued)

 

Included in the Consolidated Statement of Financial Position at 31 December 2023 was redemption liability of £1.9m. This represents the fair value of the consideration payable to the non-controlling interest of the subsidiary Cobase on the date that the agreement was entered into, based on the acquisition date fair value determination. The opposite entry was recognised on acquisition within the redemption reserve in equity. 25% of the non-controlling interest is to be acquired each period over a four-year period between 31 December 2025 and 31 December 2028. 

 

During the year, the Group acquired a further 0.6% interest in Cobase, leaving a residual 13.13% outstanding. The consideration payable for each of the four tranches to be acquired will be determined based on actual revenue and/or profit realisation by the Cobase business in the relevant financial year ending 31 December. The carrying value of the liability has accordingly been re-assessed at the end of 2024 to be £1.8m, based on the latest budgeted and forecast revenue and profit estimates for the next four years, discounted at a rate commensurate with the risk around realisation and time value of money. The resulting gain of £0.1m has been reflected through operating expenses. As set out in note 3, this item has been excluded from the definition of underlying performance on the basis that excluding this amount is critical to understanding in year and year on year performance of the business.

 

17. Events after the reporting period

 

Distributable reserves

 

As set out in note 14, £19.3m of purchases of shares by the Company during the year were made otherwise than in accordance with the Companies Act 2006. In addition, during the period from 1 January 2025 to 12 March 2025, the Group similarly repurchased £3.5m of shares otherwise than in accordance with the Act.

 

Details of the transactions which are affected by this issue (the "Relevant Purchases") are set out in the below table.

 

 

Date range

Aggregate number of shares

Aggregate price paid (£)

Average price per share (£)

Total for the year ended 31 December 2024

919,945

19,283,343

20.96





1 Jan 2025- 12 March 2025 (inclusive)

143,611

3,447,131

24.00

Total for the period to 12 March 2025

1,063,556

22,730,474

21.37

 

 

In addition, and as set out in Note 9, the Company has discovered that the interim dividend for the year ended 31 December 2024 (£1.8m) and the interim dividends paid on 13 October 2017 and the FY21 interim dividend paid on 8 October 2021 (together £0.7m) were made otherwise than in accordance with the Companies Act 2006.

 

17. Events after the reporting period (continued)

 

As a result, the Company and its Directors at the relevant time could have claims against the shareholders who received these dividends. The Company has no intention of pursuing any such claims and the financial statements have accordingly not been restated for the effect of the distributions made otherwise than in accordance with the Act.

 

Instead, the Company is proposing certain resolutions at its forthcoming AGM to put the Company, its current and former shareholders and its current and former directors in the position they would have been in, had the dividends fully complied with the Act. This includes resolutions to appropriate distributable profits to the dividends that have arisen subsequently. This also includes entering into deeds of release to release the shareholders who received these dividends, and the Directors of the Company at the time the dividends were made, from any liability to repay any amounts to the Company.

 

The Directors are related parties of the Company and therefore the entry by the Company into a deed of release in favour of the Directors will constitute a related party transaction for the purposes of the Listing Rules.

 

Subsequent to the reporting date, on 28 February 2025, the Company received a £50m dividend from its subsidiary, Alpha FX Limited. As at that date, the Company's distributable reserves were £26.9m. Interim Accounts for the Company have been drawn up to that date and have been lodged with Companies House as they comprise 'Relevant Accounts' for the purposes of the final dividend declaration.

 

As at 18 March, the Company held distributable reserves in excess of the amount required in respect of both the historic payments noted above and the known future committed capital returns in FY25, including the 2024 Final dividend to be proposed at the forthcoming AGM and the remaining £6m from the current buyback programme.

 

Founder incentive grants

 

On 11 February 2025, Morgan Tillbrook, founder and former CEO of Alpha pledged 1,103,555 ordinary shares (delivered in the form of nil cost options) of 0.2p each from his personal holding with a total value of circa £28m based on the closing share price of £25.40 on 11 February 2025. These shares were awarded to Board directors and members of the senior leadership team to both thank them for historic performance and incentivise them for future performance. These shares meet the definition of Share based payments under IFRS 2, therefore will be treated accordingly moving forward within the financial statements. The group is in the process of assessing the value and the vesting period for these awards.

 

18. Availability of Annual Financial Report

 

The Group notes that the Annual Report & Accounts for the year ended 31 December 2024 will be posted to Alpha Group International shareholders w/c 14th of April 2025. The document will also be available on the Group's website at www.alphagroup.com and in hard copy at Brunel Building, 2 Canalside Walk, London, W2 1DG.

 

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