REG - Alpha Group Intl PLC - Half Year Results
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RNS Number : 4936Y Alpha Group International PLC 09 September 2025
9 September 2025
Alpha Group International plc
("Alpha" or the "Group")
Half Year Results
Alpha Group International plc (LON: ALPH), an award-winning banking
alternative dedicated to corporate and private market companies globally,
today provides its Unaudited Interim Results for the six months ended 30 June
2025.
Financial Highlights
· Group revenue increased by 34% to £86.2m (H1 2024: £64.3m)
o Corporate division revenues increased by 68% to £50.1m (H1 2024: £29.8m)
o Private Markets revenues increased by 2% to over £34.1m (H1 2024: £33.3m)
o Cobase revenues increased by 63% to £2.1m (H1 2024: £1.3m)
· Underlying(1) profit before tax increased by 25% to £27.9m (H1 2024: £22.3m)
· Underlying profit before tax margin of 32% (H1 2024: 35%)
· Average client balances increased 5% to £2.2bn (H1 2024: £2.1bn)
· Net treasury income (client and own balances) totalled £39.2m (H1 2024:
£42.4m)
· Total Income increased by 17% to £125.4m (H1 2024: £106.8m)
· Profit before tax down 20% to £48.5m (H1 2024: £60.8m) reflecting
non-underlying, non-cash, non-dilutive share-based payment charge of £11.9m
(H1 2024: £nil) and certain non-contingent M&A fees of £1.7m (H1 2024:
£0.1m)
· Basic earnings per share on an underlying basis increased by 34% to 49.7p (H1
2024: 37.1p)
· Strong cash and liquidity position, with adjusted net cash(2) of £234.5m (31
December 2024: £217.5m)
Business Highlights
· Recommended all-cash acquisition of Alpha by Corpay Inc. (the "Acquisition"),
expected to complete in Q4 2025, subject to regulatory approvals
· Corporate FX Risk Management ("FXRM") client numbers increased by 9% to 1,029
(H1 2024: 941)
· Private Markets FXRM client numbers increased by 23% to 332 (H1 2024: 271)
· Private Markets account numbers increased by 6% to 7,431 (H1 2024: 7,030)
· Cobase client numbers increased by 45% to 245 (H1 2024: 169)
· Group Front Office headcount increased by 32% to 207 (H1 2024: 157)
· Appointment of Nicole Coll to the Board as Non-Executive Director in February
2025
· Launch of new Corporate office in Austria
(1) Underlying excludes the impact of non-cash shared-based payments, net
treasury income on client balances, one-off listing-related and M&A costs,
and amortisation of purchased intangibles.
(2) 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.
Commenting on the period, Clive Kahn, CEO of Alpha said:
"Total revenues in the first half of the year continued to show strong growth
rates despite ongoing macroeconomic uncertainty. Our Risk Management
businesses benefited from increased market volatility as well as benefiting
from significant prior-year investments, robust growth strategies, and
market-leading teams.
The recommended acquisition of Alpha by Corpay, expected to complete in Q4
2025, subject to regulatory approvals, recognises the value of Alpha's
performance, people and potential. We now remain focused on capitalising on
our growth opportunities in the second half."
Enquiries:
Alpha Group International plc Via Alma
Clive Kahn, CEO
Tim Powell, CFO
Alma Strategic Communications +44 (0) 20 3405 0205
(Financial Public Relations)
Josh Royston
Andy Bryant
Panmure Liberum Limited +44 (0) 20 3100 2000
(Corporate Broker)
Max Jones
William King
Peel Hunt LLP +44 (0) 20 7418 8900
(Corporate Broker)
Neil Patel
Kate Bannatyne
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, 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.
Overview
The Group's strong trading momentum from the second half of 2024 carried
through into the first half of 2025. Group revenue increased by 34% to £86.2
million for the six months ended 30 June 2025, compared with £64.3 million in
the prior year period. This performance was underpinned by exceptionally
strong results in the Corporate division, reflecting ongoing success across
its network of eight global offices. Front office commission costs in this
division increased at a proportionately higher rate than revenue, resulting in
gross profit growth below the rate of revenue growth.
The Private Markets division continued to experience suppressed market
conditions, consistent with those outlined in our final results announcement
in March 2025. Nevertheless, the division continued to benefit from the
breadth and strength of its product offering to deliver revenue slightly ahead
of the prior period while maintaining significant levels of interest income.
Net treasury income (own and client balances) totalled £39 million, bringing
total Group income for H1 2025 to £125.4 million, up 17% from £106.8 million
in H1 2024.
During H1 2025, the Company recognised a non-underlying, non-cash,
non-dilutive shared-based payment charge of £11.9 million in connection with
the grant of the founder awards. These grants are funded by shares from Morgan
Tillbrook's (founder and former CEO of Alpha) personal holding with no cost to
the Group. In addition, certain non-contingent fees were incurred in relation
to the Acquisition. Together, these costs reduced statutory profit before tax
for H1 2025 to £48.5 million.
The recommended acquisition of Alpha by Corpay validates the strength of our
business model and the exciting growth opportunities in front of us. We remain
in an excellent position to capitalise on these in the months and years ahead,
empowered by a market-leading team and high-performance culture. Our focus
remains on scaling sustainably, deepening our differentiation, expanding our
impact, and staying true to the principles that have guided our success to
date. With the shareholder and scheme votes passed in favour of the
Acquisition on 2 September 2025, the Acquisition is now expected to complete
in Q4 2025, subject to final regulatory approvals.
Corporate Division
Corporate Highlights
- Corporate revenue increased by 68% to £50.1m (H1 2024: £29.8m)
- Client numbers increased by 9% to 1,029 (H1 2024: 941)
- Average annualised revenue per client increased by 49% to £100k (H1 2024:
£67k)
- Front Office headcount increased by 38% to 148 (H1 2024: 107)
- Underlying profit before tax margin of 45% (H1 2024: 48%)
About
Alpha's Corporate division operates from its own UK HQ (consisting of sales
and operations), and seven additional international sales offices in the
Netherlands, Spain, Italy, Germany, Austria, Australia and Canada. 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.
Performance
In the past, we have observed how macro uncertainty often led decision-makers
to delay or reduce trading activity as they wait for clarity. With prolonged
macro uncertainty now the status quo, an increasing number of businesses have
transitioned from waiting to adapting. However, the market reaction to
President Trump's "Liberation Day" provided a further catalyst, with the
resulting sharp and sustained rise in both macro and FX uncertainty making it
materially riskier to remain unhedged and accelerating the shift towards more
active currency risk management. This change in behaviour has supported strong
and consistent trading activity in our Corporate division during the period.
Against this backdrop, our "land and expand" strategy has also continued to go
from strength to strength, with standout revenue growth across all eight of
our offices. We are now very much in the "expansion" phase of this strategy,
which is where a lot of the hard work and investment that went into the
"landing" phase starts to pay off. In this phase, "bedding in" costs start to
fall away, whilst sales productivity increases as our Front Office teams
expand and begin to find their stride. This is ultimately reflected in the
strong growth in revenues and client numbers in the highlights above. Profit
before tax margins, meanwhile, were lower year-on-year, reflecting higher
front office commission costs relating to a higher proportion of new business
wins within the Corporate division. This reflects both the strong revenue
performance, and that commissions are paid at a higher rate on new business
than on existing client revenue, and the period saw a greater proportion of
revenue from new business.
Private Markets Division
Highlights
- Revenue increased by 2% to £34.1m (H1 2024: £33.3m)
- FXRM client numbers increased by 23% to 332 (H1 2024: 271)
- Average annualised revenue per FXRM client decreased by 25% to £89k (H1 2024:
£118k) following significant increase in new clients, combined with continued
macro headwinds
- Account numbers increased by 6% to 7,431 (H1 2024: 7,030)
- Fund finance signed 24 mandates (H1 2024: 16)
- Front Office headcount increased by 16% to 52 (H1 2024: 45)
- Underlying profit before tax margin of 18%, reflecting continued operational
investments. (H1 2024: 28%)
About
Our Private Markets division, headquartered in the UK, 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, adapted 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
Performance
Consistent with broader sector commentary, M&A deal activity within
Private Markets has remained subdued. Heightened trade policy uncertainty has
further dampened the appetite for deals, which, in H1 2025 fell to a new
five-year low 1 .
Against this tough backdrop, however, the division has continued to show
resilience, with growth in revenue and client numbers in both our FX risk
management and accounts and payments solution. Fund finance revenue did
decline during the period, however, the team continued to grow the number of
mandates they secured, reflecting the increasing popularity of the solution.
Whilst the revenue growth achieved during the period is undoubtedly below our
long-term ambitions, there is no escaping the fact that the team have been
working against significant market headwinds. As markets revive, our
investments mature, and more clients become ready to utilise our expanded
suite of financial solutions, we look forward to stronger growth in this
division over the long term.
Net Treasury Income from Private Markets Accounts
The same interest rate environment, which has a dampening effect on deal
activity, also enabled us to generate an additional £38.6m in net treasury
income (H1 2024: £41.8m) from client balances, as the table below shows.
Quarter Blended average client balance, Private Markets Accounts. Blended average interest rate
Q2 2025 £2.2bn 3.4%
Q1 2025 £2.2bn 3.6%
Q4 2024 £2.3bn 3.5%
Q3 2024 £2.2bn 3.8%
Q2 2024 £2.1bn 3.9%
Q1 2024 £2.0bn 4.0%
Cobase
About
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.
Highlights
- Cobase revenues increased by 63% to £2.1m (H1 2024: £1.3m)
- Cobase client numbers increased by 45% to 245 (H1 2024: 169)
Following a strong start under Alpha's ownership, Cobase continued to grow
revenues, whilst also seeing increasing engagement from both its own new
client acquisition and Alpha's broader client base. While most clients still
originate from Cobase's direct pipeline, cross-team collaboration is
increasingly bearing fruit, with both the Corporate and Private Markets teams
referring clients and building growing sales pipelines.
Consolidated Statement of Comprehensive Income
Unaudited Unaudited Audited
six months to six months to year ended
30 Jun 2025 30 Jun 2024 31 Dec 2024
Note £'000 £'000 £'000
Revenue 86,209 64,325 135,600
Net treasury income - client funds 5 38,581 41,781 83,996
Net treasury income - own funds 5 569 664 1,307
Total income 125,359 106,770 220,903
Operating expenses (78,446) (48,331) (102,608)
Operating profit 6 46,913 58,439 118,295
Underlying operating profit 25,564 19,927 42,556
Net treasury income - client funds 38,581 41,781 83,996
Non-underlying operating expenses 4 (17,232) (3,269) (8,257)
Finance income 7 2,989 2,992 6,053
Finance expenses 7 (1,431) (609) (1,234)
Profit before taxation 48,471 60,822 123,114
Underlying profit before taxation 27,931 22,310 47,375
Net treasury income - client funds 38,581 41,781 83,996
Non-underlying items 4 (18,041) (3,269) (8,257)
Taxation 8 (13,405) (16,176) (30,389)
Profit for the period 35,066 44,646 92,725
Attributable to:
Equity holders of the parent 35,242 44,840 93,019
Non-controlling interests (176) (194) (294)
Profit for the period 35,066 44,646 92,725
Other comprehensive income/(loss):
Items that may be reclassified to the profit or loss:
Exchange gain/(loss) on translation of foreign operations 1,999 (1,037) (2,485)
Gain/(loss) recognised on hedging instruments 1,064 (7,356) (1,318)
Tax relating to items that may be (266) 1,839 329
reclassified
Total comprehensive income for the period 37,863 38,092 89,251
Attributable to:
Equity owners of the parent 38,012 38,286 89,576
Non-controlling interests (149) (194) (325)
Total comprehensive income for the period 89,251
37,863 38,092
Earnings per share attributable to equity owners of the parent (pence per
share)
- basic 9 82.0p 104.3p 215.7p
- diluted 9 82.0p 103.5p 211.7p
- underlying basic 9 49.7p 37.1p 86.4p
- underlying diluted 9 49.7p 36.8p 84.8p
Consolidated Statement of Financial Position
Unaudited as at Unaudited as at Audited at
30 Jun 2025 30 Jun 2024 31 Dec 2024
Note Represented(1)
£'000 £'000 £'000
Non-current assets
Goodwill 4,689 4,642 4,526
Intangible assets 15,092 15,057 14,957
Property, plant and equipment 7,202 8,092 7,670
Right-of-use assets 17,685 19,399 18,993
Derivative financial assets 92,226 18,998 28,699
Total non-current assets 136,894 66,188 74,845
Current assets
Cash and cash equivalents 13 209,881 190,076 252,468
Derivative financial assets 240,469 92,952 132,446
Trade and other receivables 12 13,974 11,997 12,715
Fixed collateral 13 10,302 10,350 10,063
Current tax asset - 38 -
Total current assets 474,626 305,413 407,692
Total assets 611,520 371,601 482,537
Equity
Share capital 14 87 87 87
Share premium account 52,911 52,566 52,566
Treasury shares 14 (28,807) (15,819) (6,697)
Retained earnings 281,188 199,755 235,256
Other reserves 14 10,756 (1,669) (3,086)
Equity attributable to equity holders of the parent 316,135 234,920 278,126
Non-controlling interests 730 335 879
Total equity 316,865 235,255 279,005
Current liabilities
Derivative financial liabilities 95,604 41,111 84,080
Other payables 15 109,862 40,169 45,747
Redemption liability 4 692 - -
Deferred income 8,837 8,300 8,059
Lease liability 2,663 1,016 2,180
Current tax liability 11,949 11,824 12,086
Total current liabilities 229,607 102,420 152,152
Non-current liabilities
Derivative financial liabilities 40,060 6,978 24,695
Other payables 15 911 662 885
Redemption liability 4 1,914 1,858 1,812
Deferred tax liability 8 2,869 3,700 3,661
Lease liability 19,294 20,728 20,327
Total non-current liabilities 65,048 33,926 51,380
Total liabilities 294,655 136,346 203,532
Total equity and liabilities 611,520 371,601 482,537
(1) 30 Jun 2024 Equity has been represented to aggregate "Other reserves" into
one disclosure line, consistent with our Financial Statements for 31 December
2024. Refer to note 14 for a breakdown of other reserves.
Consolidated Cash Flow Statement Unaudited Unaudited Audited
six months to six months to year ended
30 Jun 2025 30 Jun 2024 31 Dec 2024
Note £'000 £'000 £'000
Cash flows from operating activities
Profit before taxation 48,471 60,822 123,114
Net treasury income - client funds (38,581) (41,781) (83,996)
Net treasury income - own funds (569) (664) (1,307)
Finance income 7 (2,989) (2,992) (6,053)
Finance expense 7 1,431 609 1,234
Amortisation of intangible assets 3,275 3,163 6,598
Intangible assets written off 30 - -
Depreciation of property, plant and equipment 862 923 1,782
Depreciation of right-of-use assets 1,512 1,369 2,793
(Gain)/Loss on disposal of property, plant and equipment - (1) 224
Gain on disposal of right-of-use-asset - - (93)
Share-based payment expense 4 15,621 408 5,325
Fair value movement of redemption liability (81) - -
Decrease/(increase) in other receivables 243 (457) (752)
Increase/(decrease) in other payables and deferred income 64,425 (18,829) (13,670)
(Increase) in derivative financial assets(1) (173,648) (9,169) (53,712)
Increase in derivative financial liabilities 30,052 3,077 65,149
Increase in fixed collateral (238) (1,540) (1,253)
Cash (outflows)/inflows from operating activities (50,184) (5,062) 45,383
Net treasury income received 37,649 42,938 85,598
Tax paid (14,177) (15,156) (30,451)
Net cash (outflows)/inflows from operating activities (26,712) 22,720 100,530
Cash flows from investing activities
Payments to acquire property, plant and equipment (321) (215) (1,038)
Payment to acquire right-of-use assets - - (25)
Proceeds from the disposal of right-of-use assets - - 20
Proceeds from the sale of property, plant and equipment - 1 4
Expenditure on intangible assets (3,241) (4,218) (7,739)
Finance income received 2,989 2,992 6,053
Net cash (outflows) from investing activities (573) (1,440) (2,725)
Cash flows from financing activities
Proceeds received on issue/at vesting of share options 1,491 331 329
Purchase of treasury shares 14 (10,295) (19,843) (30,004)
Acquisition of non-controlling interest - (48) (48)
Dividends paid to equity owners of the Parent Company 10 (6,073) (5,308) (7,084)
Dividends paid to subsidiary shareholders (876) (1,842) (2,229)
Payment of lease liabilities- principal (764) (838) (1,065)
Payment of lease liabilities- interest (603) (591) (1,145)
Net cash (outflows) from financing activities (17,120) (28,139) (41,246)
(Decrease)/increase in net cash and cash equivalents in the period (44,405) (6,859) 56,559
Net cash and cash equivalents at beginning of period 252,468 197,941 197,941
Net exchange gain/(loss) 1,818 (1,006) (2,032)
Cash and cash equivalents at end of period 13 209,881 190,076 252,468
( )
(1) The £173.6m cash outflow arising from an increase in derivative financial
assets for the six months to 30 June 2025 includes £117.4m relating to an
increase in variation margin from (£13.1m) in 2024 to £104.3m (as shown in
note 13), £2m relating to MTM on Alpha trades and £25m in unrealised
revenue.
For the year to 31 Dec 2024, the £53.7m increase in derivative assets
included £24.2m relating to the decrease in variation margin and for the six
months to 30 June 2024, the £9.2m increase in derivative assets shown above
included a £10.2m decrease in variation margin
Consolidated Statement of Changes in Equity
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 2024 (audited) 87 52,566 - 170,939 (632) 222,960 531 223,491
Profit/(loss) for the period - - - 44,840 - 44,840 (194) 44,646
Other comprehensive expense:
Losses recognised on hedging instruments - - - (5,517) - (5,517) - (5,517)
Exchange differences arising on translation of foreign operations - - - - (1,037) (1,037) - (1,037)
Transactions with owners:
Acquisition of NCI - - - (46) - (46) (2) (48)
Acquisition of treasury shares - - (19,843) - - (19,843) - (19,843)
Treasury shares issued in relation to subsidiary earnout - - 4,024 (3,720) - 304 - 304
Issue of share options in subsidiary undertakings - - - 1 - 1 - 1
Share-based payments - - - 408 - 408 - 408
Dividends paid - - - (7,150) - (7,150) - (7,150)
Balance at 30 June 2024 (unaudited) 87 52,566 (15,819) 199,755 (1,669) 234,920 335 235,255
Consolidated Statement of Changes in Equity cont.
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 2025 (audited) 87 52,566 (6,697) 235,256 (3,086) 278,126 879 279,005
Profit/(loss) for the period - - - 35,242 - 35,242 (176) 35,066
Other comprehensive income:
Gains recognised on hedging instruments - - - 798 - 798 - 798
Exchange differences arising on translation of foreign operations - - - - 1,972 1,972 27 1,999
Transactions with owners:
Acquisition of treasury shares (refer to note 14) - - (29,578) 19,283 - (10,295) - (10,295)
Treasury shares issued on vesting of option schemes - - 7,468 (6,192) - 1,276 - 1,276
Shares issued on vesting of share option schemes -* 345 - - - 345 - 345
Share-based payments - - - 3,751 11,870 15,621 - 15,621
Dividends paid - - - (6,949) - (6,949) - (6,949)
Forfeiture of share options in subsidiary - - - (1) - (1) - (1)
Balance at 30 June 2025 (unaudited) 87 52,911 (28,807) 281,188 10,756 316,135 730 316,865
*Share capital issued in the year is below the rounding amount of £1,000 and
therefore presented as nil.
Notes to the Consolidated Financial Statements
1. General information
Alpha Group International plc (the "Company") is a public limited company
having listed its 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.
The consolidated interim financial statements incorporate the results of the
Company and its subsidiary undertakings.
2. Basis of preparation
The consolidated interim financial statements ('interim financial statements')
have been prepared in accordance with IAS 34 'Interim Financial Reporting' as
issued by the IASB and adopted for use in the UK. They do not include all of
the information and disclosures required for full annual financial statements
and therefore should be read in conjunction with the Alpha Group International
Plc Annual Report and Financial Statements for the year ended 31 December
2024, which were prepared under UK-adopted International Financial Reporting
Standards.
The financial information is presented in Pounds Sterling ("£"), which is the
Group's functional currency, and all values are rounded ("£'000") to the
nearest thousand except where otherwise indicated.
This interim financial information has not been audited and the financial
information contained in this report does not constitute statutory accounts
within the meaning of Section 434 of the Companies Act 2006. The information
relating to the year to 31 December 2024 has been extracted from the audited
financial statements for that year.
The Group's financial statements for the year ended 31 December 2024 have been
reported on by auditors, BDO LLP, and have been delivered to the Registrar of
Companies. The auditors report on those financial statements was unqualified
and did not contain statements under Section 498(2) or Section 498(3) of the
Companies Act 2006.
Going concern
The Board has concluded that it is appropriate to adopt the going concern
basis, having undertaken a review of financial forecasts and available
resources. The Group meets its day-to-day working capital requirements through
its strong cash reserves. As at 30 June 2025, the Group had £209.9m of cash
and cash equivalents (see note 13), with no debt financing commitments. The
Group has net current assets of £245.0m and net assets of £316.9m.
In assessing going concern, management have considered some down-side
scenarios where adjusted net cash and collateral was stress tested against
collateral requirements to banking counterparties. The assessment considered
the impact on the Group's operations, its 2025 budget and 2026 internal
forecasts to December 2026.
In these scenarios, the Group has sufficient liquidity, no external debt, and
the availability of mitigating actions that would allow it to meet its
financial liabilities as they fall due. These mitigating actions, should they
be required, are within management's control.
The Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable future. The
Group continues to adopt the going concern basis in preparing the consolidated
interim financial statements.
Accounting policies
The accounting policies adopted by the Group in these interim financial
statements are consistent with those applied by the Group in its consolidated
financial statements for the year ended 31 December 2024.
New standards, interpretations and amendments effective from 1 January 2025:
There are no new standards and interpretations which became mandatorily
effective for the current reporting period which have had a material effect on
the financial statements of the Group.
New standards, interpretations and amendments not yet effective:
IFRS 18 Presentation and Disclosure in Financial Statements is effective for
annual reporting periods beginning on or after 1 January 2027. The Group has
not early adopted IFRS 18.
IFRS 18 introduces revised requirements for the presentation and disclosure of
financial performance. The Group is currently assessing the potential impact
of IFRS 18 on its consolidated financial statements.
3. Significant accounting estimates and judgements
The preparation of the Group's interim financial statements requires
management to make estimates, judgements and assumptions about the carrying
amounts of assets and liabilities. Uncertainty about these assumptions and
estimates could result in outcomes that could require a material adjustment to
the carrying amount of the assets or liability affected in the future.
The estimates and underlying assumptions are reviewed on an ongoing basis. In
the process of applying the Group's accounting policies, management has made
the following judgements and estimates which have the most significant effect
on the amounts recognised in the interim financial statements.
Significant estimates
Impairment of financial assets
An impairment loss is recognised for the amount by which the asset's carrying
amount exceeds its recoverable amount. Impairment losses are recognised in the
Consolidated Statement of Comprehensive Income. The Group performs an
assessment of significant increase in credit risk on an annual basis, as well
as assessing counterparty credit risk on an ongoing basis via the credit value
adjustment model. We consider there to be no indication of material change in
our credit risk assessment at 30 June 2025.
Fair value - Credit valuation adjustment
The credit value adjustment of £4.5m (FY2024: £4.4m) has been calculated by
management based on the assumption that the Group will be unable to collect
all the receivable amounts due under the contract terms, and therefore, is a
method of counterparty credit risk management. In order to calculate expected
future cash flows, management make an estimate using the latest real-time
market information, forward-looking volatility, credit quality of the borrower
and experience.
Significant judgements
Development costs
Development costs that are directly attributable to the development of a
project are capitalised based on management's assessment of the likelihood of
a successful outcome for each project. This is based on management's judgment
that the project is technologically, commercially and economically feasible in
accordance with IAS 38 Intangible Assets. In determining the amount to be
capitalised, management make assumptions regarding the expected future cash
generation of the project, i.e. Group revenue, and expected benefit of period.
Share-based payments - Option fair values
Equity settled share awards are recognised as an expense based on their fair
value at date of grant. The value of these share option schemes are estimated
through the use of option valuation models which require an element of
judgement in assessing the inputs. Judgement is also exercised in assessing
the number of options subject to non-market vesting conditions that will vest.
Further details are set out in note 16.
Carrying value of goodwill attributable to Cobase - estimation of recoverable
amount
Goodwill of £4.7m arose on the acquisition of Financial Transaction Services
B.V. (trading as "Cobase") and has been tested for impairment at period end.
Recoverable amount has been assessed based on estimates of the fair value less
cost to sell. For the period ending 30 June 2025, management have undertaken a
review for indicators of impairment and have determined that there is
sufficient headroom and therefore no impairment charge has been recognised.
4. Alternative Performance Measures
The Group uses alternative performance measures to monitor 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 but
are excluded from underlying operating profit, underlying profit before
taxation and underlying EPS.
Non-underlying items in the period are made up of the below charges and net
treasury income - client funds:
Six months Six months Year
ended ended ended
30 Jun 2025 30 Jun 2024 31 Dec 2024
£'000 £'000 £'000
Non-underlying items in operating expenses
Amortisation of purchased intangible assets 41 43 82
Share-based payments charge - existing schemes 3,751 408 5,325
Share-based payments charge - Founder Incentive Scheme(1) 11,870 - -
Advisor fees relating to Corpay offer 1,650 - -
Acquisition costs in relation to business combinations - 99 104
Costs associated with the Company's move from AIM to Main market - 2,719 2,746
Redemption liability - fair value movement(2) (80) - -
Total non-underlying items in operating expenses 17,232 3,269 8,257
Non-underlying items in finance expenses
Redemption liability - discount unwind(2) 809 - -
Total non-underlying items 18,041 3,269 8,257
(1) Refer to note 16 for further details.
(2) On acquisition of Financial Transaction Services B.V. (Cobase) in December
2023, the Group recognised a liability of £1.9m, comprising the fair value of
the consideration payable to the non-controlling interests at that time, under
the terms of put and call options entered into. The interests are to be
acquired in four tranches between 31 December 2025 and 31 December 2029 with
pricing based tied to trailing revenue and profitability measures. The Group
has updated its assessment of the fair value of the consideration payable as
an operating expense, as well as reflecting an unwind of the discount to
reflect time value of money through finance expense. On the basis that the
fair value assessment and discount unwind are associated with the Cobase
acquisition and are not representative of in-period trading, they have been
treated as non-underlying items.
At 30 June 2025 the redemption liability relating to the acquisition of Cobase
has been revalued to £2.6m in the balance sheet and as such a fair value
movement has been recognised in operating expenses. Additionally, as the
liability approaches its settlement dates, the time value of money is
recognised as a finance cost. This reflects the unwinding of the discount on
the liability over time, increasing the liability to its settlement amount.
Share-based payments, amortisation of intangible assets and redemption
liability fair value movement and discount unwind 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. Additionally, the Founder Incentive Scheme (included
within share-based payments and detailed further in note 16) will not create
any dilution of any other shareholders' interest as Morgan Tillbrook will
provide/has already provided the shares to fund the arrangements.
The following tables show the reconciliation of the Group's statutory
performance measures to our underlying financial performance measures:
Six months ended June 2025 Operating profit Profit before tax Profit after tax Earnings attributable to equity holders Basic EPS
£'000 £'000 £'000 £'000 Pence
Statutory measure 46,913 48,471 35,066 35,242 82.0
(Deduct)/add back:
Net treasury income - client funds(3) (38,581) (38,581) (38,581) (38,581) (89.8)
Non-underlying items 17,232 18,041 18,041 18,041 42.0
Tax effect of above items - - 6,668 6,668 15.5
Underlying measure 25,564 27,931 21,194 21,370 49.7
Six months ended June 2024 Operating profit Profit before tax Profit after tax Earnings attributable to equity holders Basic EPS
£'000 £'000 £'000 £'000 Pence
Statutory measure 58,439 60,822 44,646 44,840 104.3
(Deduct)/add back:
Net treasury income - client funds(3) (41,781) (41,781) (41,781) (41,781) (97.2)
Non-underlying items 3,269 3,269 3,269 3,269 7.6
Tax effect of above items - - 9,628 9,628 22.4
Underlying measure 19,927 22,310 15,762 15,956 37.1
Year ended 31 December 2024 Operating profit Profit before tax Profit after tax Earnings attributable to equity holders Basic EPS
£'000 £'000 £'000 £'000 Pence
Statutory measure 118,295 123,114 92,725 93,019 215.7
(Deduct)/add back:
Net treasury income - client funds(3) (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
(3) Net treasury income - client funds ('NTI - client funds') is made up of
interest generated from client balances. Whilst the increased interest 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. We have therefore chosen to
disclose interest income on client balances as 'net treasury income - client
funds' separately on the face of the Consolidated Statement of Comprehensive
Income.
Cash flows
The Group's statutory cash position can fluctuate significantly from day to
date 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.
30 Jun 2025 30 Jun 2024 31 Dec 2024
£'000 £'000 £'000
Statutory cash and cash equivalents 209,881 190,076 252,468
Variation margin paid to/(receivable from) banking counterparties* 104,262 909 (13,097)
314,143 190,985 239,371
Margin received from clients** (94,661) (30,223) (35,336)
Net MTM timing of profit from client drawdowns and extensions within trade 15,004 19,015 13,503
receivables
Adjusted net cash*** 234,486 179,777 217,538
*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 other unrealised mark to market
profit or loss from client swaps and roles.
5. Segmental reporting
These segments 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: Alpha's corporate division operates from its own UK HQ (consisting
of sales and operations), and seven additional international sales offices in
the Netherlands, Spain, Italy, Germany, Austria, Australia, and Canada.
Revenues are derived from the provision of market risk management services to
corporates across more than 50 countries, covering foreign exchange exposure
and, more recently, interest rates and commodities.
Private Markets: Alpha's private markets division operates from its own UK HQ
(consisting of sales and operations) and two additional operations offices in
Luxembourg and Malta. Revenues are derived from the provision of FX risk
management, accounts and payments, and fund finance services to private market
firms.
Cobase: Cobase is a treasury-focused technology platform acquired by the Group
in December 2023. Based in Amsterdam, the company provides bank connectivity
technologies that enable businesses to manage their banking relationships,
accounts and transaction activity all in one place. Revenues are derived from
platform usage and annual subscription fees.
The chief operating decision makers, being the Group's Chief Executive Officer
and the Chief Financial Officer, monitor the results of the operating segments
separately each month. Key measures 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.
The Corporate division has overseas offices in Australia, Canada, Netherlands,
Italy, Spain, Germany and Austria. These offices contributed aggregate revenue
of £25.1m (HY24: £12.3m, FY24: £27.2m) and underlying profit before
taxation of £6.3m (HY24: £2.4m, FY24: £6.6m). 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.
Six months ended 30 June 2025 Corporate Private Markets Cobase Total
£'000 £'000 £'000 £'000
Risk Management* 50,094 14,224 - 64,318
Accounts & Payments** - 19,826 - 19,826
Platform fees - - 2,065 2,065
Total revenue 50,094 34,050 2,065 86,209
Net treasure income - own funds 569 - - 569
Segment income 50,663 34,050 2,065 86,778
Operating costs*** (30,918) (27,651) (2,645) (61,214)
Underlying operating profit 19,745 6,399 (580) 25,564
Finance income 2,938 51 - 2,989
Finance costs*** (180) (440) (2) (622)
Underlying profit before taxation 22,503 6,010 (582) 27,931
Underlying profit before taxation margin 45% 18% -28% 32%
Net treasure income - client funds 2,107 36,474 - 38,581
Non-underlying items (18,041)
Profit before taxation 48,471
Six months ended 30 June 2024 - Represented(1) Corporate Private Markets Cobase Total
£'000 £'000 £'000 £'000
Risk Management* 29,783 14,207 - 43,990
Accounts & Payments** - 19,072 - 19,072
Platform fees - - 1,263 1,263
Total revenue 29,783 33,279 1,263 64,325
Net treasure income - own funds 664 - - 664
Segment income 30,447 33,279 1,263 64,989
Operating costs*** (18,904) (23,471) (2,687) (45,062)
Underlying operating profit 11,543 9,808 (1,424) 19,927
Finance income 2,992 - - 2,992
Finance costs (221) (388) - (609)
Underlying profit before taxation 14,314 9,420 (1,424) 22,310
Underlying profit before taxation margin 48% 28% (113%) 35%
Net treasure income - client funds 1,973 39,808 - 41,781
Non-underlying items (3,269)
Profit before taxation 60,822
(1) The 30 June 2024 comparatives have been represented to align to the
revised organisational structure as was adopted in the year ending 31 December
2024.
Year ended 31 December 2024 Corporate Private Markets Cobase Total
£'000 £'000 £'000 £'000
Risk Management* 63,759 28,344 - 92,103
Accounts & Payments** - 40,610 - 40,610
Platform fees - - 2,887 2,887
Total revenue 63,759 68,954 2,887 135,600
Net treasure income - own funds 1,307 - - 1,307
Segment income 65,066 68,954 2,887 136,907
Operating costs*** (39,261) (49,893) (5,197) (94,351)
Underlying operating profit 25,805 19,061 (2,310) 42,556
Finance income 6,016 37 - 6,053
Finance costs (457) (777) - (1,234)
Underlying profit before taxation 31,364 18,321 (2,310) 47,375
Underlying profit before taxation margin 49% 27% (80%) 35%
Net treasure income - client funds 4,059 79,937 - 83,996
Non-underlying items (8,257)
Profit before taxation 123,114
*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,
annual account fees, as well as Fund Finance advisory fees.
*** Operating and finance costs excludes non-underlying items
6. Operating profit
Operating profit is stated after charging/(crediting):
Six months ended 30 Jun 2025 Six months ended Year ended
£'000 30 Jun 2024 31 Dec 2024
£'000 £'000
Staff costs 55,105(1) 23,991 56,596
Depreciation of owned property, plant and equipment 862 923 1,782
Amortisation of internally generated intangible assets 3,425 3,120 6,595
Depreciation of right-of-use assets 1,512 1,369 2,793
Rental cost of short-term leases 389 622 1,022
Property, plant and equipment written off - (1) 224
Gain on disposal of right-of-use asset - - (93)
Impairment of intangible assets 30 - 3
Bad debt expense 538 487 508
Net foreign exchange (gains)/losses (776) 90 (409)
(1) In the six months ending 30 June 2025, staff costs includes a non-cash
charge of £11.9m relating to the Founder Incentive Scheme (refer to note 16
for further details on this scheme). This share-based payment charge is
non-dilutive as Morgan Tillbrook will provide/has already provided the shares
to fund the arrangements.
7. Finance income and expenses
Six months ended Six months ended Year ended
30 Jun 2025 30 Jun 2024 31 Dec 2024
£'000 £'000 £'000
Finance income
Interest on bank deposits 2,913 2,927 5,945
Other interest receivable 76 65 108
Total 2,989 2,992 6,053
Finance costs
Finance expense on dilapidation provision (19) (17) (34)
Finance expense on lease liabilities (603) (592) (1,200)
Discount unwind on redemption liability (809) - -
Total (1,431) (609) (1,234)
8. Taxation
Tax charge
Six months Six months Year
ended ended ended
30 Jun 2025 30 Jun 2024 31 Dec 2024
£'000 £'000 £'000
Current tax:
UK Corporation tax on profit for period 13,143 15,556 31,172
Adjustments relating to prior years 18 1 (215)
Incremental Overseas Corporation tax on the profit for the period 1,309 385 744
Total current tax 14,470 15,942 31,701
Deferred Tax
Origination and reversal of temporary differences (1,065) 234 (427)
Adjustment relating to prior year - - (885)
Total deferred tax (1,065) 234 (1,312)
Total tax expense 13,405 16,176 30,389
Deferred Tax
Six months Six months Year
ended ended ended
30 Jun 2025 30 Jun 2024 31 Dec 2024
£'000 £'000 £'000
Deferred tax:
At 1 January (3,661) (5,305) (5,305)
UK tax charge/(credit) relating to current year from continuing operations 1,065 (297) 343
UK tax charge relating to acquired operations - 63 971
Tax credit relating to foreign exchange rate movements (7) - -
Tax (credit)/charge on other comprehensive income (266) 1,839 330
Total deferred tax liability (2,869) (3,700) (3,661)
The Group's effective tax rate at 30 June 2025 was 27.6% (30 June 2024:
26.6%). The increase is predominately due to the Founder Incentive scheme
share-based payment charges and acquisition legal costs for which there is no
tax deduction for the accounting charges. A tax deduction, determined with
reference to the market value of the shares will arise in relation to the
Founder Incentive Scheme on participant exercise, subject to vesting criteria
being met. A deferred tax asset has been calculated in respect of this
deduction based on the share price market value at 30 June 2025 and the pro
rata vesting period that has surpassed over the first 5 months of the scheme.
9. Earnings per share
The underlying calculation excludes the impact of net treasury income on
client funds and other non-underlying items (see note 4) and their tax effect.
This better enables comparison of financial performance in the current period
with comparative periods.
Six months Six months Year
ended ended ended
30 Jun 2025 30 Jun 2024 31 Dec 2024
Basic earnings per share 82.0p 104.3p 215.7p
Diluted earnings per share 82.0p 103.5p 211.7p
Underlying - basic 49.7p 37.1p 86.4p
Underlying - diluted 49.7p 36.8p 84.8p
The calculation of basic and diluted earnings per share is based on the
following number of shares:
Six months Six months Year
ended ended ended
30 Jun 2025 30 Jun 2024 31 Dec 2024
No. No. No.
Basic weighted average shares 42,968,287 42,992,171 43,119,507
Contingently issuable shares - 322,642 818,677
Diluted weighted average shares 42,968,287 43,314,813 43,938,184
The earnings used in the calculation of basic, diluted and underlying earnings
per share are set out below:
Six months Six months Year
ended ended ended
30 Jun 2025 30 Jun 2024 31 Dec 2024
£'000 £'000 £'000
Profit after tax for the period 35,066 44,646 92,725
Non-controlling interests 176 194 294
Earnings - basic and diluted 35,242 44,840 93,019
Non-underlying items 18,041 3,269 8,257
Net treasury income - client funds (38,581) (41,781) (83,996)
Tax effect of above items 6,668 9,628 19,971
Earnings - underlying 21,370 15,956 37,251
10. Dividends
Six months Six months Year
ended ended ended
30 Jun 2025 30 Jun 2024 31 Dec 2024
£'000 £'000 £'000
Final plc dividend for the year ended 31 December 2023 of 12.3p per share - 5,308 5,308
Interim Plc dividend for the year ended 31 December 2024 of 4.2p per share - 1,776
-
Final plc dividend for the year ended 31 December 2024 of 14.0p per share 6,073 - -
6,073 5,308 7,084
All dividends paid 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 £876k (H1
2024: £1,842k) of dividends paid to subsidiary shareholders.
The Directors do not intend to declare an interim dividend in September 2025.
As was set out in the financial statements for the year ended 31 December
2024, the Company discovered that the interim dividend for the year ended 31
December 2024 (£1.8m) and the interim dividends paid on 13 October 2017 and
on 8 October 2021 (together £0.7m) were made otherwise than in accordance
with the Companies Act 2006. During the first half of 2025, the Group took
steps to resolve the historic unlawful distributions, these are set out in
note 14.
11. Financial instruments
Fair value measurement
Forward and option contracts fall into level 2 of the fair value hierarchy.
Level 2 comprises those financial instruments which can be valued using inputs
other than quoted prices that are observable for the asset or liability either
directly (i.e., prices) or indirectly (i.e., derived from prices). The fair
value of forward exchange contracts is measured using observable forward
exchange rates for contracts with a similar maturity at the reporting date.
The fair value of option foreign exchange contracts is measured using an
industry standard external model that best presents the unpublished interbank
valuations. The fair value of interest rate contracts is measured using
observable interest rates for contracts with a similar maturity at the
reporting date.
The fair value measurement applied in these interim financial statements are
consistent with those applied by the Group in its consolidated financial
statements for the year ended 31 December 2024.
There were no transfers between level 1 and 2 during the current or prior
year. The fair value of all other financial assets and financial liabilities
is approximate to their carrying value.
12. Trade and other receivables
30 Jun 2025 30 Jun 2024 31 Dec 2024
Current: £'000 £'000 £'000
Trade receivables 3,952 4,847 4,041
Other receivables 6,039 4,642 4,926
Prepayments 3,983 2,508 3,748
Total 13,974 11,997 12,715
Trade receivables consist of invoices owed from clients. Other receivables
consist primarily of accrued interest, and rental deposits. Receivables are
considered current assets and reported at their fair value.
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 relate to the
variation margin called by banking counterparties for which the Group does not
have immediate access.
30 Jun 2025 30 Jun 2024 31 Dec 2024
£'000 £'000 £'000
Cash and cash equivalents 209,881 190,076 252,468
Variation margin 101,962 5,711 (14,333)
Fixed collateral 10,302 10,350 10,063
Total cash 322,145 206,137 248,198
14. Capital and reserves
The following movements of share capital occurred in the 6 months to 30 June
2025:
Ordinary shares Share capital Treasury shares
No. £'000 £'000
As at 1 January 2025 - shares of £0.002 each 43,031,668(1) 87 (6,697)
Effect of remediation of treasury share acquisition in 2024 otherwise than in (919,945) - (19,283)(2)
accordance with Companies Act 2006 (CA '06)
Acquisition of treasury shares in 2025 otherwise than in accordance with CA (143,611) - (3,476)
'06 and subsequent remediation
Acquisition of treasury shares in accordance with CA '06 (254,181) - (6,819)
41,713,931 87 (36,275)
Transfer of shares from treasury on vesting of share option schemes 340,676 - 7,468
New shares issued on vesting of share option schemes 250,000 -(3) -
As at 30 June 2025 42,304,607 87 (28,807)
(1) Excluding the effect of the acquisition of treasury shares other than in
accordance with CA '06 in the course of 2024, shares in issue at 1 January
2025 were 42,111,723.
(2) £19.3m debit to Treasury shares from retained earnings arises from the
correction of the unlawful buybacks as explained below.
(3) Share capital issued in the year is below the rounding amount of £1,000
and therefore presented as nil.
As set out in the 2024 Annual Report, during the year ended 31 December 2024,
repurchases of 919,945 shares for which an aggregate amount of £19.3m was
paid were made otherwise than in accordance with the Companies Act 2006, due
to insufficient reserves being available at the time the repurchases were
made. Additionally, during the period 1 January 2025 to 12 March 2025 the
Group similarly repurchased 143,611 shares for some £3.5m otherwise than in
accordance with the Act.
Further, as set out in the 2024 Annual Report (and referenced in note 10
above), the Company discovered that the interim dividend for the year ended 31
December 2024 (£1.8m) and £0.7m of interim dividends in 2017 and 2021 were
made otherwise than in accordance with CA '06.
As a result, £25.3m of the total distribution (comprising £22.8m of share
buybacks made between 7 February 2024 and 12 March 2025 and £2.5m related to
historic dividends) was made otherwise than in accordance with the Companies
Act 2006.
During the first half of 2025, the Group took steps to address the historic
unlawful distributions.
1) On 28 February 2025, the Company received a £50m dividend from its
subsidiary, Alpha FX Limited.
2) Interim Accounts for the Company for the period ended 28 February
2025 and incorporating this dividend receipt were lodged in March 2025 and
comprised Relevant Accounts for the purposes of the 2024 Final dividend
declaration in May 2025 and further repurchases of 254,181 shares (£6.7m)
made subsequently in the period and deemed to be in accordance with the
Companies Act.
3) At the Company's AGM, held on 15 May 2025, the Company entered into
the following arrangements, which were subject to shareholder approvals duly
granted on that date:
a. a deed of release in respect of its shareholders;
b. deeds of release in respect of the directors and former directors
of the Company; and
c. a buy-back deed between the Company and Panmure Liberum pursuant to
which the Company purchased 1,063,556 ordinary shares.
4) The deeds of release approved at the AGM released the shareholders
who received the Relevant Dividends and the Directors of the Company from any
claims that the Company may have had against them.
5) The buyback deed between the Company and Panmure Liberum formalised
the Company's historic purchases of shares during the period prior to 12 March
2025 on the basis as if sufficient distributable reserves had been in
existence.
Other reserves are made up of the following balances:
30 Jun 2025 30 Jun 2024 31 Dec 2024
£'000 £'000 £'000
Capital redemption reserve 4 4 4
Capital contribution reserve(1) 11,870 - -
Merger reserve 667 667 667
Redemption reserve (1,884) (1,884) (1,884)
Translation reserve 99 (456) (1,873)
Total 10,756 (1,669) (3,086)
(1) For further information refer to note 16.
15. Other payables
30 Jun 2025 30 Jun 2024 31 Dec 2024
£'000 £'000 £'000
Current:
Other payables 102,105 31,200 35,735
Other taxation and social security 1,571 1,469 1,340
Accruals 6,186 7,500 8,672
109,862 40,169 45,747
Non-current:
Provisions 911 662 885
911 662 885
Total other payables 110,773 40,831 46,632
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.
16. Share-based payments
During the period the Group recognised a total share-based payment expense in
the consolidated statement of comprehensive income of £15.6m (six months
ended 30 June 2024: £0.4m; year ended 31 December 2024: £5.3m), of which
£11.9m related to the newly introduced Founder Incentive Scheme.
The Group operates the same equity-settled share-based payment arrangements as
reported at 31 December 2024 with the exception of two new schemes introduced
during the period.
Founder Incentive Scheme
On 12 February 2025, the Group announced that Morgan Tillbrook, founder and
former CEO of Alpha had pledged 1,103,555 ordinary shares of 0.2p each in
Alpha from his personal holding with a total value of approximately £28m
(based on the closing share price of £25.40 on 11 February 2025) to members
of the senior leadership team to both thank them for historic performance and
incentivise them for future performance. This announcement followed formal
approval by the Company's Remuneration Committee on 11 February.
These arrangements meet the definition of an equity settled share-based
payment scheme under IFRS 2 Share-based payments and are treated as such. The
fair value of the awards is deemed to be the market value of the shares
subject to awards at the date of issue.
Circa £6.4m of the charge incurred in the six months ended 30 June 2025
relates to the fully vested nil cost options awarded to the Non-Executive
Directors and Clive Kahn, which have been charged to the statement of
comprehensive income with a credit to the capital contribution reserve.
Charges associated with other awards are being amortised over the 36-month
performance period from 12 February 2025, subject to performance conditions
outlined below.
As Morgan will provide/has already provided the shares to fund the
arrangements (and has formally committed to this pledge through the execution
of a linking agreement and by holding the relevant Shares in a nominee account
established for this purpose), these awards will not create any dilution of
other shareholders' interests. Furthermore, recipients will bear the
associated employers' NIC charge.
Spain
During the period, the Group implemented a new share scheme to incentivise a
small number of key personnel of the Spanish branch of Alpha FX Europe
Limited. The awards are subject to performance conditions and will vest
between 31 December 2025 and 31 December 2027. The charge in the period for
this scheme was £0.2m.
17. Events after the reporting period
On 23(rd) July 2025, it was announced that the Board of Directors of Alpha
Group International Plc and Corpay Inc. had reached an agreement on the terms
of a recommended cash acquisition of the entire issued and to be issued
ordinary share capital of Alpha by Corpay, by means of a Court approved Scheme
of Arrangement.
On 2(nd) September 2025, shareholder approval for the both the acquisition and
the proposed Scheme of Arrangement were obtained following a Court meeting and
a general meeting. Completion of the acquisition remains subject to regulatory
approval.
On 25(th) August 2025 and in accordance with the Group Remuneration Policy
which was approved at the AGM in May 2025, Tim Powell (CFO) and Tim Butters
(CRO) were granted awards over 23,657 and 11,296 shares, respectively under
the Group Long-Term Incentive Plan (LTIP).
1 Source: Preqin Deal Flow Monitor: Q2 2025
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