REG - Amicorp FS (UK) PLC - Final Results
25/04/2025 07:00
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RNS Number : 1369G Amicorp FS (UK) PLC 25 April 2025
25 April 2025
Amicorp FS (UK) Plc
('AMIF', the 'Company' or the 'Group')
Final Results
Further operational and financial progress delivered in 2024
Amicorp FS (UK) Plc, the international specialist fund services group, is
pleased to report its audited final results for the year ended 31 December
2024 ('FY24' or the 'year').
FY24 Financial Highlights
· Total revenue increased by 6.8% to US$15.6 million (FY23 restated(1): US$14.6
million), driven by a 25% organic growth in the Governance and Compliance
Services ('G&C') division to US$1.6 million (FY23: US$1.3 million) and a
9% organic growth in Business Processing Outsourcing ('BPO') Services to
US$3.9 million (FY23: US$3.6 million)
· Revenue from acquired business of US$2.2 million (FY23 restated(1): US$1.8
million) and EBITDA of US$838k (FY23 restated: US$304k)
· Gross profit of US$8.5 million on organic business (FY23: US$8.8 million),
equivalent to a 63.4% margin (FY23: 68.8%)
· Consistent Group EBITDA of US$1.2 million in both FY24 and FY23
FY24 Strategic Highlights
· Opening of Kazakhstan office in Astana International Financial Centre ('AIFC')
in July 2024 following receipt of regulatory approval
· Appointment of Robin Hoekjan, the Group's COO, as an Executive Director of the
Company in September 2024
· Obtaining in-principle approval for a fund administration license in the Dubai
International Financial Centre ('DIFC') in December 2024
· Successful completion of the acquisition of three entities from the Financial
Markets and Management Services divisions of the Amicorp Group
· Continuous utilisation of IPO proceeds, with US$1,393k deployed (FY23:US$426k)
to drive future growth through IT development, entry into new markets and
expansion of sales force
FY24 Operational Highlights
· The number of funds grew by 13% with AMIF's client base reaching 567(2) funds
(FY23: 501(2) funds), driven by 31% growth in new wins to 136 (FY23: 104)
· Successful launch of AMI-GO in March 2024, the new platform developed in-house
that provides fund managers with a centralised source of information about
their funds and investors
· Launch of an online Anti-Money Laundering / Countering the Financing of
Terrorism ('AML/CFT') e-learning tool and an AML/CFT framework documentation
service, as a new service offering under the Governance & Compliance
Services division
(1) FY23 financial information was restated due to common control acquisitions
in FY24, in accordance with merger accounting principles.
(2) FY24: 567 funds of which 307 are active. FY23: 501 funds of which 297 are
active.
Commenting on the FY24 Results, Toine Knipping, Non-Executive Chairman of
AMIF, said:
"I am pleased to report a year of steady operational and financial progress
for AMIF, as the business continues to expand its geographic footprint and its
range of fund administration related services. The asset management industry
is undergoing a multi-year adjustment towards an environment with better
customer protection via the introduction of increased regulation. This
tailwind continues to support demand for our business as more and more
industry participants look to outsource their fund administration services to
an established specialist with a global footprint.
"During the course of the past twelve months we have seen notable growth from
our Governance and Compliance Services division which helped drive a
meaningful increase in revenue for the business. We were also pleased to
open our first office in Kazakhstan, as well as receive in-principle approval
for a fund administration licence in the key geographic location of Dubai.
"Our investment in technology has enabled AMIF to stay at the forefront of
innovation and adapt the business to align with evolving client requirements.
This investment culminated in the launch of AMI-GO in March 2024, AMIF's
cloud-based onboarding platform that is improving the user experience through
enhanced operational efficiency. This supports the scalability of our
business model while maintaining a capital-light approach. The Group remains
focused on executing its strategic initiatives, leveraging its expanded
capabilities, and capturing new growth opportunities during 2025."
For further information please contact:
Amicorp FS (UK) Plc Via Burson Buchanan
Toine Knipping, Non-Executive Chairman
Chi Kin Lai, Chief Executive Officer
Tat Cheung (Stephen) Wong, Chief Financial Officer
Zeus (Broker) Tel: +44 (0) 20 3829 5000
Martin Green / Louisa Waddell (Investment Banking) www.zeuscapital.co.uk (http://www.zeuscapital.co.uk)
Benjamin Robertson (Corporate Broking)
Media enquiries: Tel: + 44 (0) 20 7466 5000
Burson Buchanan (Financial Communications) AmicorpFS@buchanan.uk.com (mailto:AmicorpFS@buchanan.uk.com)
Simon Compton
Verity Parker
Notes to Editors
AMIF is an international specialist fund services group that works with a
broad mix of clients including institutional investors, fund managers (private
equity, venture capital and hedge funds) as well as family offices to provide
a suite of specialist services across global markets. AMIF provides local and
global expertise to over 560 funds.
AMIF provides a comprehensive and tailored range of services which are all
underpinned by market-recognised technology solutions that support clients
from a single point of contact.
These include:
· Fund Administration and Investor Services: Fund accounting, fund
administration, in-house NAV calculation, investor services including Register
& Transfer Agency services, booking of subscriptions & redemptions,
audit liaison/support, real time oversight over investment performance.
· Governance and Compliance Services: FATCA and CRS reporting services,
Fiduciary, Anti-Money Laundering (AML) officer services in compliance with
international rules and regulations including administrative support to the
Board and Committees of the Board.
· BPO Services: Simplifying accounting and administration services
through automated accounting processes and providing management insight into
business operations through regular and consistent management reporting.
For further information please visit www.amicorp-funds.com/chairmans-welcome/
(http://www.amicorp-funds.com/chairmans-welcome/)
Chairman's Statement
Overview
I am pleased to present AMIF's Annual Report for FY24, marking another year of
strategic and operational progress following our listing on the London Stock
Exchange in June 2023.
AMIF is navigating a period of transition post-listing, focusing on aligning
its market presence, client engagement, and operational scalability with
evolving strategic priorities. While maintaining a strong foundation, the
Group continues to adapt its service offerings and revenue approach to meet
the changing needs of the industry and regulatory landscape.
Results overview
FY24 has been a year of steady financial performance, reflecting both organic
growth and contributions from our recent acquisitions. Total revenue
increased by 6.8% to US$15.6 million (FY23 restated: US$14.6 million), driven
by a 25% organic growth in Governance and Compliance Services and a 9%
increase in Business Process Outsourcing Services.
The trend of asset managers and fund providers outsourcing back-office
functions has continued due to escalating compliance requirements and rising
staff costs. At the same time, an increasing number of family offices,
multinational companies, and investors are structuring their cross-border
investments through fund structures, creating more diversified opportunities
for AMIF. Both trends remain valid and continue to shape market dynamics.
In addition, AMIF has observed growing demand for capital market outsourcing
services, including the administration of Actively Managed Certificates
('AMC') and other structured products. The acquisitions completed in FY24
have strengthened the Group's capabilities in this area, enhancing its ability
to serve capital market participants and capture these evolving and dynamic
opportunities.
AMIF remains focused on staying attuned to market demands and strategically
adapting its business to align with evolving client needs. The Group
continues to invest in its operational platform to support expansion, enabling
the rollout of systems and processes to a wider client base. This approach
enhances efficiency, drives higher operating margins, and reinforces AMIF's
capital-light business model.
Stakeholder engagement
AMIF is committed to keeping its shareholders and potential investors informed
through timely updates. To ensure that all existing and future stakeholders
are able to track the Group's progress and obtain updates as soon as
available, we encourage registration to AMIF's alert service via the Group's
investor relations website.
Board composition and governance
Robin Hoekjan joined the Board as Executive Director in September 2024,
replacing Kiran Kumar who stepped down from that role. The Board continues
to have a balance of three Executive and three Non-Executive Directors of
which two are independent. This brings the required range of skills and
experience to support AMIF's strategic objectives. AMIF has adopted the
principles of the Quoted Companies Alliance Code for corporate governance and
has both Audit and Remunerations committees.
Dividend policy
AMIF has established a stable dividend policy framework that will seek to
maximise shareholder value and reflect its strong earnings potential and cash
flow characteristics, while allowing it to retain sufficient capital to fund
ongoing operating requirements and to invest in the Group's long-term growth.
There is currently no fixed ratio on dividend pay-out but this is something
the Board will consider as AMIF grows.
Outlook for the Group
The asset management industry continues to evolve, facing regulatory
complexities, technological shifts, and cost pressures. AMIF is
well-positioned to capitalise on these trends as fund managers seek reliable
partners for outsourcing middle and back-office functions.
The trading environment has remained supportive in FY25 with 36 new wins
secured up to date, and AMIF continues to make progress across its key
business segments. The Group remains focused on executing its strategic
initiatives, leveraging its expanded capabilities, and capturing new growth
opportunities.
With our growing global presence, diversified service offerings, and ongoing
investments in technology, we remain confident in our ability to drive
sustainable growth. Our focus remains on delivering exceptional value to our
clients, expanding our market share, and enhancing shareholder returns.
On behalf of the Board, I extend my gratitude to our shareholders, clients,
and employees for their continued trust and commitment to AMIF. We look
forward to another year of success and progress.
Toine Knipping
Chairman
25 April 2025
Chief Executive's Statement / Operating Review
Introduction
2024 has been a year of action and implementation, in which AMIF continued
building on the strong foundations laid in the past. With a clear strategy
in place, the Group is now focused on delivering on its commitments,
translating its growth plans into tangible results, and maximising the
opportunities unlocked by its successful IPO. The focus is now on
disciplined execution, enhancing operational efficiency, strengthening client
partnerships, and expanding market presence to solidify AMIF's position as a
leading specialist fund services provider.
Overview
In FY24, AMIF has delivered on its strategic expansion plan as demonstrated by
its regulatory approval for a fund administration license in Kazakhstan as
well as in-principle approval in the United Arab Emirates ('UAE'). In
parallel, the Group maintained its focus on organic growth through strategic
investment in technology development and salesforce, yielding early positive
returns evidenced by the launch of AMI-GO and 136 new business wins.
AMIF also completed the acquisitions of three entities from the Financial
Markets and Management Services divisions of the Amicorp Group in December
2024. The acquired subsidiaries are complementary to the current services
offered by AMIF and provide the Group with additional scale and growth
potential.
Use of IPO proceeds
The placing that accompanied AMIF's IPO in June 2023 raised US$16.2 million
before expenses, of which US$6.5 million was raised to enable the Group to
invest into projects that aim to bring in future benefits. Due to the
dynamic nature of these projects, completion progress and resource deployment
are regularly reviewed by management to ensure alignment with objectives,
maintain flexibility and optimise resource utilisation.
The table below shows an update on use of net IPO proceeds, after deducting
placing and admission expenses of US$800k:
Anticipated use of proceeds Update - FY23 Update - FY24
IT expenses related to automation process, including licensing fee and US$90k deployed towards development of digital onboarding portal and NAV US$203k further deployed towards development of digital onboarding portal
consultancy fee (US$1 million) automation (refer to Investment in IT section) (i.e. AMI-GO) and NAV automation
Depositary lite licence in Luxembourg; Demerger completed, creating the condition to start the licensing application Management continued assessing market demand for depositary services while
of depositary lite license (refer to Licence Development section) evaluating the appropriate timing to proceed with the license application
(US$1 million)
Expansion of Governance and Compliance services (US$1 million) US$114k deployed towards team expansion and development of ESG services (refer US$299k deployed towards team expansion, development of an online AML/CFT
to Growth Plans section) e-learning tool and an AML/CFT framework documentation service
Setting up licensed fund administration in strategic markets (US$1 million) The Republic of Ireland was researched as a possible new jurisdiction but US$80k deployed towards opening of Kazakhstan office; in-principle approval
after careful appraisals the Board decided to redirect focus to emerging was given for license application in UAE (refer to Market Expansion section)
markets including UAE and Kazakhstan (refer to Licence Development section)
Expansion of sales team in strategic locations US$222k deployed towards increasing salesforce (refer to Maintaining Global US$811k further deployed towards increasing salesforce
Footprint section)
(US$1.7 million)
Organic Growth Strategy
The Group's organic growth strategy is centred on expanding its sales network
and service offerings, enhancing IT automation, and improving operational
efficiency to capture growth drivers and increase revenue from both new and
existing clients.
Objective Progress KPIs Risk
Expanding Sales Network and Geographical Reach: AMIF aims to expand its sales The Group has developed new client acquisition opportunities by expanding its Total revenue Fund launch lead time
network and expertise, focusing on capturing growth drivers in new regions. geographical coverage. AMIF has obtained a license in the strategic location
This includes targeting financial centres like Hong Kong, the UK, Dubai, of Brazil and Luxembourg and is in the progress of applying for a licence in
Luxembourg, and Singapore, as well as emerging financial hubs such as Spain, the UAE. The Mexico office is also picking up new clients. The focus is on
India, Chile, Peru, Mexico, and Brazil. markets where asset managers are increasingly outsourcing regulatory tasks due Number of funds Competition for hiring the appropriate resources
to stricter legal and regulatory controls.
Enhancing Service Offerings: There's a focus on capturing potential revenue AMIF has been focused on expanding its services to existing clients, including Total revenue Keeping up with continuously changing regulatory environment
increases within the existing client base by expanding service offerings. This compliance and governance services. For new clients, the focus is on helping
includes, but is not limited to, ESG reporting and depositary lite services. them develop scalable operations and IT capabilities.
Number of new mandates Limited qualified professionals
Advancing IT Automation: Enhancing IT automation for fund administration and To help AMIF achieve economies of scale. By increasing automation and reducing Investment in automation Reliance on 3(rd) party systems
regulatory and compliance processes is a key goal. This move aims to generate manual operations, the Group achieves higher operational efficiency and
economies of scale, improve margins, and attract a more lucrative client base, improved profit margins. An automated infrastructure will also enable AMIF to
including funds with higher AUM. manage larger funds.
Business continuity and IT security
Data protection and cyber security
Market expansion
Maintaining global footprint
An important aspect of the Group's organic growth strategy is to expand its
service offering amongst current clients and maximise market outreach. The
business has spent over 15 years establishing itself as the provider of a full
suite of fund services across multiple jurisdictions and has built strong
foundations for further growth.
AMIF has a diverse client base spanning international jurisdictions that are
either traditional fund domiciles or areas where frequent investment and
investment management activities are undertaken. To effectively cater to its
clientele, AMIF currently operates in 18 strategic locations worldwide,
covering all major time zones across MEAI, Europe, Central Asia and LatAm.
As anticipated, part of the IPO proceeds has been deployed towards maintaining
an appropriate level of salesforce across the globe. While such investment
in human capital has put temporary pressure on short-term profitability, the
Group implements a rigorous process for the regular monitoring and assessment
of its sales team to ensure that salespersons consistently achieve their
targets and maintain successful performance. This process includes ongoing
evaluations of sales activities, deal flows, and overall effectiveness. The
sales team receives continuous feedback and guidance from management to help
them meet their goals and enhance their success.
The success of AMIF's global footprint is also attributable to its centralised
operation office setup. Through its operation offices in Mauritius and
India, as well as the newly acquired office in the Republic of Philippines,
the Group has access to a diverse talent pool, multicultural teams and
multilingual support to provide round-the-clock services. The Group secures
its core competitive advantage in terms of scalability and flexibility to
adjust operations based on business needs, seasonal demands, and growth
opportunities.
Licence development
Kazakhstan
In July 2024, Amicorp Fund Services (AIFC) Limited had its fund administration
license approved by the Astana International Financial Centre ('AIFC'),
Kazakhstan's leading financial hub, making it the first provider to be awarded
a license in this important jurisdiction. While Kazakhstan was not part of
the initial expansion roadmap, management has remained nimble in response to
evolving global economic dynamics, reassessing opportunities to enhance market
presence in high-growth regions.
Kazakhstan is strategically positioned at the centre of the New Silk Road
investment corridor that links Asia and Europe and one that has seen a
significant rise in foreign direct investments. The majority of goods
currently exported from China and Central Asia to Europe go through
Kazakhstan.
The strong investment flows make the AIFC an increasingly important hub for
financial markets across Central Asia. It also offers attractive investment
incentives and has a strong regulatory framework that aligns with
international standards, making it a highly effective and secure platform to
create and build fund structures for a wide range of investment needs. Those
are expected to include real estate and private equity investment funds that
focus on the infrastructure opportunities being established across Kazakhstan
and the wider Central Asia region; funds that invest in venture capital that
are benefitting from an uplift in technological innovation and are being
supported by various government initiatives in the local market; funds that
invest in alternative asset classes such as equities, fixed income
instruments, commodities or other liquid assets; and funds that provide
efficient and flexible vehicles to support specific wealth management plans.
The UAE
In December 2024, the Group received an in-principle approval letter from the
Dubai Financial Services Authority ('DFSA') for its application for a Category
4 license which would allow the Group to offer fund administration services to
funds established in the Dubai International Financial Centre ('DIFC').
Accordingly, the Group started processing the formation of Amicorp Fund
Services (DIFC) Limited, by adhering to the administrative conditions set out
by the DFSA.
Among the Gulf Cooperation Council ('GCC') and UAE, DIFC has become one of the
major financial centres in the region where global family offices, asset
managers and institutional investors from Europe and Asia have a significant
presence. Its geopolitical advantages, strong regulatory environment and
business-friendly policies have made DIFC a vital player in the international
financial ecosystem, as global capital flows shift towards emerging markets.
Management is pleased with the progress of the licensing application
process, which will enable AMIF to establish a strategic presence in the
region and capitalise on its growing financial market.
Growth plans
AMIF is expanding across all its key markets as part of a plan to accelerate
its growth ambitions, both organically and through mergers and acquisitions.
Organically, the Group will continue to provide a comprehensive and tailored
range of services, including fund set up and structuring, fund administration,
investor services, governance and compliance services all of which are
underpinned by market-leading technology solutions that support our clients
across the value chain, from a single point of contact.
The growing complexity in regulatory and reporting demands presents
opportunities for the Group, prompting plans to expand fund jurisdictional
coverage and service offerings into areas such as AML support and CFO assist
services, aiming to become a leading provider in these fields. A major
portion of the IPO proceeds were set aside for this purpose, namely to develop
new product and service offerings, increase marketability and build up a team
of experienced and qualified officers.
In March 2024, the Group successfully launched an online AML/CFT e-learning
tool, targeting all the directors, officers and employees who are associated
with a Cayman Islands fund or investment management company, pursuant to a
recent guidance note published by the Cayman Islands Monetary Authority
('CIMA'). The tool can be subscribed to as an additional offering under the
Group's G&C business.
In parallel, the Group also invested in the required infrastructure to offer a
brand-new AML/CFT framework documentation service, which was rolled out in
April 2024. With this offering, the Group assists its Cayman Islands
domiciled fund and fund management company clients to prepare an AML/CFT
policy manual which is fully compliant with the latest CIMA regulation.
Investment in IT
The Group has always been committed to rolling out automated and innovative
digital solutions that deliver greater operational and cost-saving
efficiencies for fund managers, and equip them with the data and insights they
need to be compliant and make better informed decisions on their investments.
AMI-GO
AMI-GO went live in March 2024, as a cloud-based onboarding platform developed
in-house which streamlines the onboarding for fund managers, ensures key
information is more accessible, accurate and secure, and better connects the
people that matter when it comes to administrating their fund. This new
platform also provides fund managers with a centralised source of information,
allowing them to retrieve and upload financial, corporate and legal documents,
such as subscription forms, source of fund declarations and KYC and/or AML
records.
A series of marketing campaigns were launched alongside AMI-GO, featuring
promotional materials such as a dedicated webpage and a YouTube video.
Multiple demonstrations were conducted for prospective clients and industry
peers to showcase the platform's capabilities and potential, resulting in
various inquiries and new business wins.
Looking ahead to 2025, AMIF and its project team will continue collaborating
with subject matter experts on the next phases of development, incorporating
user feedback and enhancing system functionalities. This will support
subsequent investor transactions, including switching, transfers, and
redemptions, along with ongoing review and monitoring. Additionally, the
team will extend dashboard and reporting capabilities. With AMI-GO, AMIF
aims to address industry pain points, optimise user experience, and enhance
operational efficiency.
NAV Automation Process
The Group continued its NAV automation process within existing IT systems, as
the enhancement of system capability and use of advanced technology play a
crucial role to the operational and financial success of the Group. During
2024, AMIF completed projects such as automated trade upload with key brokers,
automatic generation of investor deliverables and the migration of the hosting
server of its fund administration system. Although these achievements might
not create a visible functionality for clients, they are seen as important
stepping stones in driving efficiency and reducing the risk of human error.
With objectives to further automate mundane tasks, eliminate likelihood of
human error, increase operational efficiency and achieve cost-savings,
multiple IT projects relating to existing IT infrastructure were lined up, in
the areas such as financial statement preparation, automated data feed, system
integration and streamlining of workflows, all of which are expected to
maximise operational efficiency.
In FY24, each operational staff member managed an average of 8.6 funds. With
ongoing improvements in IT systems, further efficiency gains are expected,
which could lead to significant cost savings and contribute to the growth of
gross margins. Given that staff costs accounted for 60% of total revenue in
FY24, these enhancements play a crucial role in optimising the Group's cost
structure.
Inorganic growth
AMIF's business development is primarily driven by organic growth, with its
sales teams in MEAI, Europe, and LatAm playing a crucial role. Moving forward,
the Group is expected to continue this trajectory, simultaneously seeking
suitable targets for M&A to bolster its growth.
The Group's strategy for inorganic growth through acquisitions is centred on
several key objectives:
1. Enhancing Incremental EBITDA: Targeting acquisitions that will
contribute positively to the Group's EBITDA.
2. Expanding Sales and License Networks: Acquiring entities that will
expand AMIF's sales and license networks, thereby increasing its market reach
and capabilities.
3. Acquiring Skilled Personnel: Focusing on targets that can bring in
skilled workers, particularly in sales and operations, to strengthen AMIF's
workforce.
4. Adding Economies of Scale: Integrating acquisitions that can bring
economies of scale to AMIF's current operational model, improving
cost-efficiency.
5. Strengthening Service Delivery Platform: Enhancing AMIF's existing
service delivery platform, both in terms of efficiency and in the scope and
quality of services offered.
6. Extending Client Base: Seeking acquisitions that will allow AMIF to
expand its client base, contributing to long-term growth and market
diversification.
AMIF will strategically select targets that align with these objectives,
ensuring that each acquisition is a step towards enhancing its market
position, operational efficiency, and overall profitability. Its immediate
focus is to identify opportunities that can expand its client base, strengthen
its sales and license networks, and facilitate entry into new markets.
Acquisitions from Amicorp Group
As part of AMIF's strategic efforts to pursue inorganic growth, several
M&A opportunities were identified within the Amicorp Group.
Following the completion of internal processes and regulatory requirements,
the Group announced in December 2024 the acquisitions of three wholly owned
subsidiaries from the Financial Markets and Management Services divisions of
Amicorp Group via two concurrent transactions, namely:
1. the acquisition of Amicapital Services Limited ('Amicapital') and
Amicorp Financial Services Philippines Inc. ('AFSP'), (together, the 'BPO
Unit'); and
2. the acquisition of Amicorp Trustee (India) Private Limited ('ATIPL')
The combined value of the Acquisitions from Amicorp Group was US$4.5 million,
which was offset against the existing receivable balance due from the Amicorp
Group. They also added 115 employees to AMIF's global team and marks a
significant step in the company's growth trajectory.
The Acquisitions from Amicorp Group were deemed to be a related party
transaction to AMIF. Toine Knipping, the Chairman of AMIF and the Chief
Executive Officer of the Amicorp Group, has recused himself from all AMIF
Board discussions on the Acquisition. The independent directors, being Kathy
Byrne and Patrick Byron, considered that the terms of the acquisitions are
fair and reasonable insofar as shareholders are concerned.
Acquisition of the BPO Unit
Amicapital Services Limited is a private company registered in Cyprus on 5
September 2023, while Amicorp Financial Services Philippines Inc. was
incorporated in the Republic of the Philippines on 17 May 2012. The BPO Unit
specialises in business process outsourcing services, including accounting,
administration, and back-office support, complementing AMIF's existing
offerings.
Its major customer is a global leader in credit ratings and research (the 'BPO
Customer'), which has been a long-standing client of Amicorp Group since 2012.
Following a contract novation, Amicapital and the BPO Customer entered into
a master service agreement on 1 June 2024 that outlines the service scope,
including the sourcing, analysis, and reporting of financial data for banks,
insurance companies, and non-bank financial institutions (NBFIs).
Compensation is calculated and charged based on the number of reports
generated and Amicapital is expected to generate approximately 11,000 reports
per year. Revenue generated for the period from 1 June 2024 to 31 December
2024 amounted to US$865k.
AFSP maintains an office in Davao City in the Republic of the Philippines,
where 108 employees are based to deliver of the aforementioned services.
Service delivery is held to stringent standards of accuracy and timeliness.
As part of quality checks, the BPO Customer performs regular audit of the
deliverables to ensure that the agreed-upon accuracy percentages are
consistently met; otherwise, financial penalties may be triggered.
This acquisition brought in strategic merits and benefits to AMIF, by
extending its client base, as well as strengthening the service delivery
platform by adding a skilled workforce in the Republic of the Philippines.
Acquisition of ATIPL
Amicorp Trustee (India) Private Limited is a private company incorporated in
India on 11 January 2012, under the Companies Act, 1956. Authorised by the
International Financial Services Centres Authority (IFSCA) of India, ATIPL
provides a broad range of general and financial management consulting,
administration, and trusteeship services. ATIPL specialises in fund services
and fund setup, family succession planning, family office solutions, and
company management. With a strong emphasis on compliance, it also assists
clients in navigating the complexities of regulatory requirements.
With a team of six operational employees, ATIPL manages over 180 Alternative
Investment Fund ('AIF') schemes, offering expertise in structuring,
administration, and ongoing maintenance while ensuring adherence to evolving
legal and compliance frameworks. The firm provides regulatory and
operational support to some of the most well-regarded names in the industry.
For corporate clients, ATIPL offers registered office services,
directorship, and company management, covering everything from incorporation
to daily operations, ensuring continued compliance and corporate governance.
In addition to fund and corporate services, ATIPL supports private clients
with estate and succession planning solutions, including the drafting of
wills, trust formation, and the establishment of escrow, Employee Benefit
Trusts (EBT), and Employee Stock Ownership Plan (ESOP) trusts. These
services encompass the formation of legal structures, accounting, tax filings,
and administrative support, ensuring seamless execution and compliance for
clients' long-term financial objectives.
The acquisition of ATIPL adds strength and depth to AMIF's existing presence
in India, upgrading its market reach and capabilities and enabling the Company
to offer services to external clients in India, being one of the fastest
growing major economies in the world. It also allows for further
consolidation of AMIF's administration solutions to support family offices,
asset managers and institutional investors.
Financial Performance Overview
The Group benefits from stable and non-cyclical revenue streams, largely
attributed to ongoing contracts with both open-ended and closed-ended fund
clients. Open-ended fund clients offer perpetual contractual relationships,
with their longevity contingent on avoiding substantial redemptions. In
contrast, closed-ended fund clients typically engage in fixed-term investments
with possible extensions (e.g., an initial three-year term with options for a
three-year and a further one-year extension, or other durations as outlined in
the fund's PPM). The usual duration of these closed-ended fund contracts
ranges from five to seven years.
Revenue for the Group is primarily derived from fees based on a percentage of
AUM, subject to a minimum fee threshold. Alternatively, it can be a
combination of a fixed minimum fee plus a variable component also based on
AUM.
Consistent Recurring Revenues
AMIF's revenue is characterised by its predictability and regularity,
underpinned by strong client retention. The Group's role as a fund
administrator affords it up-to-date financial insights on its clients, which
aids in reducing the risk of unpaid fees.
Cashflow visibility
To comply with AML and KYC regulations in various jurisdictions, the Group, in
its role as fund administrator, holds significant control over clients' bank
accounts, either as the sole or joint signatory. This control extends to
treasury management, where the Group manages and approves payments to entities
like asset managers, legal advisors, auditors, custodians, and other service
providers. This management of fund accounts not only limits bad debt but
also enhances AMIF's cash flow visibility and management, crucial for meeting
financial obligations. The Group's approach to client service is marked by
transparency, especially regarding fees, which minimises disputes over
charges.
Automation and improvement of profit margin
Since establishing a fund administration team in Bangalore in 2007, AMIF has
focused on automating operations and improving efficiency. This has allowed
the Group to manage an increasing number of funds without a significant rise
in costs, thus maintaining or improving profit margins. Despite almost
doubling the number of fund clients from 284 in 2020 to 567 in 2024, the
Group's direct costs have only increased by around 53%. This economy is
attributed to continuous technological advancements and partnerships,
essential for our scalability and further operational efficiency.
Client development
Client retention
AMIF's fund clients and client structures typically have a lifespan of between
five to ten years. Due to the nature of the Group's business, it is
difficult for its clients to replace service providers once they have been
engaged for fund administration services. Transferring services to another
provider involves time-consuming legal and administrative processes and
additional costs for funds.
Diversification of client base
The Group has a well-diversified client base of more than 560 funds and client
structures. Except for the Group's arrangement with Amicorp Group pursuant
to the Intragroup Outsourcing Agreement and the newly acquired BPO Customer,
there is no concentration on revenue and the Group's top ten fund clients and
structures have represented less than 10% of revenue for each of the last four
years.
Cash position
As at the end of 2024, AMIF had circa US$3.1 million (2023: US$3 million) cash
in hand whilst remaining debt free. The Group has already started to
allocate the IPO proceeds towards IT investments and business developments.
This includes expanding the sales team, obtaining new licences and expanding
the Group's Governance and Compliance services division.
People/workforce/employees
Senior management change
Robin Hoekjan, Chief Operating Officer ('COO'), was appointed as an Executive
Director in September 2024 and continues to perform his COO role following
this appointment to the AMIF Board of Directors. He has a wealth of
experience in the fund administration industry having worked across many
jurisdictions, including London, Amsterdam, Luxembourg and Dubai. As COO,
his knowledge has helped drive operational excellence and IT advancement
across the Group.
Before joining AMIF, Robin spent years in various leadership roles, including
Global Head of Onboarding and Investor AML/KYC at a global professional
services firm. He also served as Head of Depositary Services at a
specialised administration services company, as well as having held several
roles in a number of fund management firms, focusing on portfolio management
and deal making in listed securities, private equity and venture capital.
As part of these Board changes, Kiran Kumar stood down from his position as an
Executive Director of the Company, to focus on business development and
promotion of the Group's BPO Services division.
Employee summary
The following table summarises the Group's employees by geographical location
as at each year end:
FY24 FY23
Chile 13 13
Hong Kong 8 9
India 35 37
Mauritius 11 11
Luxembourg 12 9
Others 24 29
Total Group headcount (excluding acquisitions) 103 108
Added through acquisitions 115 -
Total Group headcount 218 108
The Group is committed to fostering a diverse workforce, encompassing
individuals from a wide range of backgrounds, geographies, cultures, and
experiences, while also ensuring the competitiveness of the team. Despite
the increase in size of Luxembourg team because of the Group's recognition of
its importance as a strategic hub, the slight reduction in overall headcount
(excluding acquisitions) came as a result of a comprehensive evaluation of
employee performance, in alignment with the Group's continuous drive to
optimise operations. This adjustment supports a strategic emphasis on
sustaining a high-performing team, ensuring that resources are effectively
aligned with the Group's key business goals.
The Group is pleased to welcome 115 operational employees who have joined AMIF
along with the acquired client portfolio from the Amicorp Group. Management
believes that it is essential to maintain the highest standards of service
delivery and ensure continuity for our end customers throughout the
integration process.
Outlook
Following the year-end, the Group has continued to grow the number of funds
under administration with a total of 36 new wins as of the date of this
announcement.
The Group is poised to benefit from converting its pipeline of funds into
active funds, with an emphasis on appreciating the potential launch rate and
acknowledging the lag in revenue conversion. This transformation will be
bolstered by AMIF's ongoing expansion into new geographies, particularly with
revenues starting to flow from previous investments in regions like
Kazakhstan, Chile, Luxembourg, Singapore and Hong Kong. Although it has put
temporary pressure on short-term profitability, the Group regularly reviews
its strategies and closely monitors its results, in order to achieve long-term
sustainable growth and future competitiveness.
The acquisitions completed during FY24 have further expanded the Group's
service offerings, particularly enhancing its ability to serve capital market
participants. These additions complement existing fund services and strengthen
AMIF's position as a one-stop solution provider for a broader range of
customers and industries. Subsequent to year-end, new mandates with an annual
contract value of US$1.1 million across capital market outsourcing services,
including administration of AMC in Luxembourg and calculation and verification
agency services in LatAm were transferred into AMIF. These demonstrate
AMIF's strategic direction in serving a wider spectrum of financial
instruments and client types.
In January 2025, the newly acquired ATIPL announced its partnership with HSBC
(The Hong Kong and Shanghai Banking Corporation) to provide tailored family
succession solutions. This partnership offers bespoke estate and succession
planning services, including advisory and legal support, next-generation
education and training, and wealth preservation strategies. By leveraging
HSBC's expertise and AMIF's deep understanding of family business dynamics, we
empower families with the tools, resources, and guidance to ensure a seamless
transition of wealth and business ownership across generations, fostering
long-term success and stability.
The Group remains committed to investing in technology to drive operational
efficiency and service excellence. Building on the successful launch of
AMI-GO, we continue to evaluate opportunities for further technological
integration, including potential applications of artificial intelligence
('AI') to enhance operational workflows. While AI presents a possible
option, we are also considering other advanced technologies that could
optimise fund administration processes, improve compliance, and enhance data
analysis. We are continually assessing our IT infrastructure to identify
solutions that will strengthen both client experience and internal
efficiencies.
With these strategic developments, the Board remains focused on positioning
the Group for long-term growth and operational resilience. By continuing to
execute its initiatives, the Group aims to enhance efficiency, support margin
recovery, and create value for stakeholders while adapting to evolving market
dynamics.
Kin Lai
Chief Executive Officer
25 April 2025
Finance and Operation Review
Key Performance Indicators (KPIs)
The Group uses a number of both IFRS and non-IFRS KPIs to measure its
performance. The Group operates a framework whereby the same KPIs are
monitored throughout the business, be that at divisional or jurisdictional
level. These KPIs used may not be directly comparable with similarly titled
measures used by other companies.
The Group constantly reviews its management information and KPIs to ensure
that the Board has adequate and appropriate oversights of the business. If
necessary, the Group might plan to introduce necessary non-financial KPIs in
FY25.
IFRS KPIs
Revenue and segment results are reviewed by the Group on a regular basis to
assess performance. These are assessed at a Group, divisional and
jurisdictional level. These KPIs are monitored against budgets and targets.
Non-IFRS KPIs
The principal non-IFRS KPIs that the Directors believe have had, and will
continue to have, a material effect on its operations, results and financial
condition include:
· Client base;
· Payroll and remuneration costs as a percentage of revenue; and
· Operational efficiency.
Client Base
FY24 FY23
Number of funds at start of year 501 444
New funds 136 104
Funds terminated (70)(*) (47)
Number of funds at year end 567 501
(*)Approximately 60% of the funds terminated in FY24 are a result of the
Group's initiative to clean-up non-revenue generating launching funds, in an
attempt to refocus its pipeline.
The number of funds administered is impacted by the ability of the Group and
its sales officers to obtain new fund clients. The Group has been partially
reliant on receiving new client introduction and work referrals from Amicorp
Group and its affiliated businesses, and from the Group's established referral
relationships with on-shore and off-shore legal advisers, asset management
businesses, independent advisors and consultants, accounting firms and other
professional intermediaries.
Over the course of 2024, the total number of funds has grown organically at an
annualised rate of 13.2% from 501 on 1 January 2024 to 567 on 31 December
2024, laying a solid foundation for the future growth of Fund Administration.
While the 31% growth in number of new wins is in line with management's
expectation arising from the investment in the Group's salesforce, the Group
experienced an increased level of terminations in 2024 arising from the
following:
· Withdrawal of investors' commitment or investment owing to
unfavourable market conditions;
· Voluntary closure of funds due to restructuring or changes in
investment strategy; and
· Clean-up of non-revenue generating launching funds which no longer
seek to fund-raise.
It is also important to note that a major portion of recurring income from
fund administration services is only realised upon successful fund launch.
The timing of a fund launch is influenced by external factors like fund
raising capability of fund managers, approval process of relevant authorities,
economic conditions and market sentiment. 307 out of 567 funds were active
as at 31 December 2024, representing an 3.4% increase as compared to 297
active funds as at 31 December 2023, though the proportion of active funds has
declined as many new wins in FY24 are still undergoing the fund launch
process.
Payroll and remuneration costs as a percentage of revenue
The largest expense incurred by the Group relates to payroll and remuneration
costs, which comprise salaries and wages and discretionary bonuses that are
paid to staff that meet their respective targets.
The Group monitors payroll and remuneration costs as a percentage of revenue,
with the historical trend as follows:
As reported Organic business
2024 2023 2024 2023
US$'000 US$'000 US$'000 US$'000
Payroll and remuneration costs 9,067 8,256 8,014 7,178
Revenue 15,616 14,621 13,438 12,814
Payroll and remuneration costs as a percentage of revenue 58.1% 56.5% 59.6% 56.0%
Payroll and remuneration costs from the organic business increased by US$836k,
or 11.6%, to US$8 million in FY24, compared to US$7.2 million in FY23.
The major incremental payroll and remuneration costs represent the Group's
increased investment in senior sales employees to enhance its outreach to
potential customers in strategic locations including Hong Kong, Singapore,
Luxembourg and Brazil. The Group's operation and compliance team were also
strengthened to provide adequate workforce, capability, and expertise to cope
with new business opportunities arising from the continuous sales and
marketing efforts, together with local fiscal, tax, and economic reforms.
The expansion in these offices is vital to building a pipeline for future
organic growth. As anticipated during the IPO and in line with the adopted
business strategies, such investment in human capital is expected to continue.
Although it has put temporary pressure on short-term profitability, the
Group regularly reviews its strategies and closely monitors its results, in
order to achieve long-term sustainable growth and future competitiveness.
Alongside the core business, the Group also recorded US$1.1 million (FY23
restated: US$1.1 million) additional payroll and remuneration costs from the
100+ workforce who joined AMIF along with the acquired subsidiaries.
Management believes it is essential to maintain the highest standards of
service delivery and ensure continuity for our end customers throughout the
integration process.
Operational efficiency
Operational efficiency is another key metric the Group regularly reviews in
order to maximise resource utilisation and drive down costs. The Group has
policies in place where it is mandatory for client facing and back office
employees (together, 'Operational Employees') to submit timesheets on a weekly
basis so that the Group can better monitor employees' time spent on standard
tasks.
The Group measures operational efficiency of its Fund Administration division
by computing the number of funds handled by each Operational Employee under
that division ('Fund Operational Employee'):
FY24 FY23
Number of funds 567 501
Number of Fund Operational Employees 66 67
Number of funds per Operational Employee 8.6 7.5
The number of funds handled by each Operational Employee has increased from
7.5 in 2023 to 8.6 in 2024. Such improvement represents the result of the
Group's efforts in standardisation of workflow, system automation and
enhancement of operation process.
The Group believes that the successful maintenance of such levels of
operational efficiency is essential to display the scalable characteristic of
its business model. It also lays the foundation for AMIF to execute its
organic and inorganic growth strategies.
Group Income Statement for the Year Ended 31 December 2024
As reported Organic business
2024 2023 2024 2023
US$'000 US$'000 US$'000 US$'000
Revenue 15,616 14,621 13,438 12,814
Payroll and remuneration costs (9,067) (8,256) (8,014) (7,178)
Rent and occupancy (602) (480) (553) (430)
Professional fees (1,789) (1,168) (1,695) (1,068)
IT expenses (657) (719) (615) (657)
IPO expenses - (952) - (952)
Foreign exchange (loss) / gain (239) (1) (241) 5
Other operating expenses (2,036) (1,814) (1,932) (1,607)
EBITDA 1,226 1,231 388 927
Other gains 53 - 53 -
Interest income 128 - 133
Interest income 101 99 101 99
Finance costs (49) (108) (33) (89)
Depreciation amortisation expenses (406) (399) (289) (284)
Profit before income tax 1,053 823 353 653
Income tax expense (353) (648) (198) (667)
Net profit / (loss) for the year 700 175 155 (14)
Acquisitions from Amicorp Group
In the reported Group income statement, the results of Amicapital, AFSP and
ATIPL acquired from the Financial Markets and Management Services divisions of
Amicorp Group were included as follows:
For the year ended 31 December
2024 2023
US$'000 US$'000
Revenue 2,178 1,807
Payroll and remuneration costs (1,053) (1,078)
Rent and occupancy (49) (50)
Professional fees (94) (100)
IT expenses (42) (62)
Foreign currency gain / (loss) 2 (6)
Other operating expenses (104) (207)
EBITDA 838 304
The Acquisitions from Amicorp Group have brought in revenue of US$2.2 million
(FY23 restated: US$1.8 million) under the Business Process Outsourcing
division, resulting in a contribution of US$838k EBITDA (FY23 restated:
US$304k) to the current year result of AMIF and demonstrating the immediate
accretive impact on the Group's profitability. The improved margin profile
underscores the strategic fit of these acquisitions, as they bring a stable
revenue base, an expanded workforce, and enhanced service capabilities. The
addition of the BPO unit has strengthened AMIF's positioning in outsourced
financial data services, while ATIPL's expertise in fund administration and
trustee services bolsters AMIF's offering in India's high-growth market.
Post-listing expenses
Included in EBITDA, the Group incurred post-listing expenses amount to
US$1,537k (FY23: US$943k) which represent one-time or recurring expenses
arising from listing obligations which was dependent on successful admission.
Examples of post-listing expenses include the carved-out subscription to
certain IT systems such as finance and accounting systems, Microsoft licenses
and hosting services.
Effective from Admission, the Group also incurred additional expenses such as
statutory listing fee, professional indemnity insurance which were previously
covered by Amicorp Group, as well as the engagements of ongoing professional
advisers for listing rule compliance.
These expenses are expected to continue in medium to long term. Their impact
on profitability is believed to be compensated by the long-term benefits
arising from the IPO.
Income tax expense
Income tax expense decreased in FY24 to US$353k (FY23 restated: US$648k),
primarily due to the absence of notional tax expense recognised in FY23 under
merger accounting principles for the Luxembourg subsidiary, the non-recurring
nature of IPO-related expenses that were non-deductible in FY23, and an
increase in non-taxable profit in FY24 from foreign-sourced revenue that was
not subject to local taxation.
As a result, the Group's effective tax rate as a percentage of profit before
income tax in FY24 was 33.5% (FY23 restated: 61.8%, excluding notional tax
expense). The Group has accumulated unused tax losses of US$8.1 million for
which no deferred tax assets have been recognised (FY23 restated: US$4.9
million). Such tax losses, if utilised, could benefit the tax position of the
Group in the future.
Earnings per share ('EPS')
Basic and diluted EPS increased to US$0.58 cents in FY24 from US$0.15 cents in
FY23 (restated).
Organic Business Performance
Revenue
Revenue by operating segments for the year ended 31 December.
Organic business
2024 2023
US$'000 US$'000
Fund administration 7,901 7,927
Governance and compliance 1,631 1,305
Business process outsourcing 3,906 3,582
Total 13,438 12,814
Revenue in FY24 increased by 4.9% to US$13.4 million (FY22: US$12.8 million),
which was contributed by:
Fund Administration revenue has picked up in H2-2024, reaching a level of
US$7.9 million in FY24 (FY23: US$7.9 million). This consistency highlights the
Group's fund administration revenue resilience despite market sentiment
challenges and ongoing difficulties in fund raising. While the number of new
funds increased by 31% during the year, revenue growth did not correspond
proportionally due to a higher number of fund closures and terminations at the
beginning of FY24. Investors redeemed from or withdrew interest in operating
funds amid uncertain market conditions, impacting overall revenue momentum.
Additionally, fund launches remained slow due to the persistent effects of
elevated global inflation and political uncertainty, which dampened market
sentiment and constrained new capital inflows.
Governance and Compliance Services revenue increased by 25% to US$1.6 million
in FY24 (FY23: US$1.3 million), reflecting the Group's strategic focus on
expanding AML-related and directorship services as complementary offerings to
its fund administration clients. During FY24, the Group prioritised resources
toward targeted investment funds domiciled in Hong Kong, Luxembourg and the
Cayman Islands, aiming to capitalise on the growing demands arising from the
fast-changing regulatory requirements. While these services were primarily
provided to existing clients, the Group has taken steps to broaden its reach
by introducing new offerings, such as AML/CFT e-learning tool and AML/CFT
framework documentation services, with the potential for expansion as
stand-alone services to external clients over the longer term.
Business Process Outsourcing Services revenue experienced a stable growth of
9% to US$3.9 million in FY24 (FY23: US$3.6 million). This increase was
driven in part by adjustments to the charge-out rate under the Intragroup
Outsourcing Agreement with Amicorp Group, as well as AMIF's efforts to promote
back-office support services, such as Chief Financial Officer ('CFO') and
CFO-assist services. These initiatives have begun to materialise, resulting
in new contracts secured from venture capital-focused managers in the Middle
East and Singapore.
Revenue by geography for the year ended 31 December
Organic business
2024 2023
US$'000 US$'000
LatAm 2,366 2,446
Europe 3,218 3,211
MEAI(1) 7,854 7,157
Total 13,438 12,814
(1) MEAI refers to geographical region of Middle East, Asia and India.
The Group's geographical revenues from the organic business remained largely
consistent across FY23 and FY24.
Such movement is in line with the Group's expectations and supports its
long-term business goals by reducing the impact of short-term market
volatility. By maintaining a balanced geographical revenue mix, the Group
ensures its portfolio benefits from the growth potential of different regions
over time while mitigating country-specific risks, sector-specific challenges,
and everyday competitive pressures.
Divisional Performance Review
For the year ended 31 December 2024 ('FY24')
Fund Administration Business Process Outsourcing Governance and Compliance Total
US$'000 US$'000 US$'000 US$'000
Revenue 7,901 3,906 1,631 13,438
Direct staff costs (3,290) (429) (662) (4,381)
Other direct costs (531) - - (531)
Gross profit 4,080 3,477 969 8,526
Gross profit margins 51.6% 89.0% 59.4% 63.4%
For the year ended 31 December 2023 ('FY23')
Fund Administration Business Process Outsourcing Governance and Compliance Total
US$'000 US$'000 US$'000 US$'000
Revenue 7,927 3,582 1,305 12,814
Direct staff costs (2,710) (254) (478) (3,442)
Other direct costs (553) - - (553)
Gross profit 4,664 3,328 827 8,819
Gross profit margins 58.8% 92.9% 63.4% 68.8%
Fund Administration segment delivers gross profit margin of 51.6% in FY24
(FY23: 58.8%). The decline reflects the increase in operational headcount in
strategic locations such as Luxembourg and Singapore to meet evolving
regulatory requirements and strengthen the robustness of our operations. These
strategic investments ensure compliance and enhances our ability to support
clients effectively in a complex regulatory environment.
Business Process Outsourcing segment consistently delivers the highest gross
profit margin among the 3 business divisions. With Kiran Kumar focusing on the
business development and promotion of this division, the Group expects to
capture market demands for CFO and CFO-assist services and maintain similar
margin in this segment.
The gross profit margin of the Governance and Compliance segment dropped from
63.4% in FY23 to 59.4% in FY24, due to the setup of a compliance support team
in Mauritius and the expansion of a similar team in India. These strategic
investments are essential to strengthening our operational capabilities and
building a solid foundation for the future growth of the Governance and
Compliance Services division, ensuring the Group can meet increasing
regulatory demands and client needs at scale.
Payroll and remuneration costs
Payroll and remuneration costs from the organic business increased by US$836k,
or 11.6%, to US$8 million in FY24, compared to US$7.2 million in FY23.
Please refer to non-IFRS KPIs section above for details of movement of payroll
and remuneration costs.
Rent and occupancy
Rent and occupancy includes cost recharged by Amicorp Group for their
subletting and property service rendered to the Group based on various
intercompany service agreements. At the same time, the Group charged to
depreciation expenses in accordance with the adoption of IFRS16 for its four
leases with third party landlords.
The increase of rent and occupancy by US$123k, or 28.6% to US$553k in FY24
compared to US$430k in FY23 was largely due to the inclusion of annual rental
expense of the demerged Luxembourg office.
Professional fees
Professional fees represent accounting, audit and tax compliance service fees
for certain subsidiaries of the Group, legal fees for licensing application
and legalisation of documents, as well as professional outsourcing relating to
ordinary business.
The increase of professional fees by US$627k, or 58.7% to US$1.7 million in
FY24 compared to US$1.1 million in FY23 was attributed to post-listing related
compliance and advisory expenses. In addition, the Group also incurred
additional spending towards statutory and tax reporting obligations for the
demerged Luxembourg subsidiary.
IT expenses
IT expenses comprise of the fees incurred for the use of the fund
administration systems, Bloomberg terminal and other business-related systems.
IT expenses decreased from US$657k in FY23 to US$615k in FY24. The cost of
investing in the AMI-GO development and NAV automation projects was more than
offset by savings in subscription fees on the local fund administration system
in Chile as part of the Group's initiative to centralise the usage of its
global system.
Other operating expenses
Other operating expenses consist of sales and marketing expenses, travelling
expenses, statutory fees, office expenses, and other administrative expenses.
Other operating expenses increased to US$1.9 million in FY24 from US$1.6
million in FY23. During FY24, the Group continued its marketing efforts by
strengthening global business development through direct client interactions,
active participation in professional associations and organisations, and
sponsoring business development events to enhance its market presence and
expand its client base.
As is customary for professional services firms, the Group continued to
purchase Professional indemnity insurance to protect the business.
Stephen Wong
Chief Financial Officer
25 April 2025
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
Year ended 31 December
Notes 2024 2023
Audited Unaudited
US$'000 US$'000
Revenue 5 15,616 14,621
Payroll and remuneration costs 7 (9,067) (8,256)
Rent and occupancy (602) (480)
Professional fees 8 (1,789) (1,168)
IT expenses (657) (719)
Depreciation and amortisation expenses (406) (399)
IPO expenses - (952)
Foreign exchange losses (239) (1)
Net impairment loss on financial assets 6 (520) (346)
Other operating expenses 6 (1,516) (1,468)
Operating profit 820 832
Other gains 53 -
Other income 128 -
Interest income 101 99
Interest costs (49) (108)
Profit before income tax 1,053 823
Income tax expense 9 (353) (648)
Net profit after tax 700 175
Earnings per ordinary shares (Note 25) US$ US$
Cent Cent
Basic EPS 0.58 0.15
Diluted EPS 0.58 0.15
CONSOLIDATED STATEMENT OF TOTAL COMPREHENSIVE INCOME
Year ended 31 December
Notes 2024 2023
Audited Unaudited
US$'000 US$'000
Net profit after tax 700 175
Other comprehensive gain
Foreign currency translation 380 183
Total comprehensive income 1,080 (8)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December
Notes 2024 2023
Audited Unaudited
US$'000 US$'000
Non-current assets
Property, plant and equipment 10 132 198
Intangible assets 69 87
Right of use assets 16 411 725
Investments 83 58
Deferred tax assets 9 213 298
908 1,366
Current assets
Trade receivables 11 2,806 2,886
Other receivables, deposits and prepayments 730
12 991
Cash and cash equivalents 13 3,205 3,163
7,002 6,779
Total assets 7,910 8,145
Current liabilities
Trade payables 14 395 163
Accrued payroll and employee benefits 17 818 572
Other payables and accruals 15 976 1,017
Lease liabilities 16 246 256
Amounts due to related companies 21 193 1,532
Income tax payable 9 387 472
3,015 4,012
Net current assets 3,987 2,767
Total assets less current liabilities 4,895 4,133
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
As at 31 December
Notes 2024 2023
Audited Unaudited
US$'000 US$'000
Non-current liabilities
Lease liabilities 16 216 534
216 534
Total liabilities 3,231 4,546
NET ASSETS 4,679 3,599
Equity
Share capital 19 120 120
Share premium 5,989 5,989
Foreign exchange reserves 4 (376)
Merger reserves (1,273) (1,273)
Retained earnings (161) (861)
Total equity 4,679 3,599
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Share premium Forex translation Merger reserves Retained earnings Distributable reserves Total
capital
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Audited
As at 1 January 2024 (restated) 120 5,989 (376) (1,273) (861) - 3,599
Profit for the year - - - - 700 - 700
Foreign currency translation - - 380 - - - 380
As at 31 December 2024 120 5,989 4 (1,273) (161) - 4,679
Share Share premium Forex translation Merger reserves Retained earnings Distributable reserves Total
capital
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Unaudited
As at 1 January 2023 114(1) - (193) 2,027* 166 2,569(4) 629
Share additions 6 6,462(2) - - - - 6,468
Directly attributable costs - (473)(3) - - 53(3) - (420)
Pre-listing Dividends (Note 20) - - - - (837)(5) (2,569)(5) (3,406)
Merger reserve additions & elimination - - - 329(6) (418) - (89)
Profit for the year - - - 425(6) 175 - 600
Foreign currency translation - - (183) - - - (183)
As at 31 December 2023 120 5,989 (376) (1,273) (861) - 3,599
Footnote below applies to both the years ended 31 December 2024 and 31
December 2023:
( )
(*)The common control acquisitions described in Note 2a in the year ended 31
December 2024 have been accounted for in accordance with merger accounting
policies (Note 3c), as if the acquired businesses had always been part of the
Group. As a result, the merger reserve arising from these acquisitions has
been adjusted to the opening balance of the pre-acquisition merger reserve and
restated to US$2,027k as of 1 January 2023, the earliest period included in
these consolidated financial statements. For details, please refer to the
Reconciliation of Comparatives section. ( )
Footnotes below are related to the prior year ended 31 December 2023:
( )
(1)This represented the share capital of the Company, immediately prior to
being inserted as a holding company of the Group in the year ended 31 December
2023. The share capital amounted to US$62k on its incorporation date being 3
March 2023, and increased to US$114k on 23 May 2023 due to additional share
issuance. According to the merger accounting principles outlined in Note
3(c), the Group was treated as if the Company, together with its subsidiaries,
had collectively existed and been merged throughout the comparative accounting
periods. As a result, the share capital of US$114k was presented as the
opening balance as of 1 January 2023 in the consolidated financial statements.
(2) On 8 June 2023, the Company successfully raised gross proceeds of US$6.47
million through a placing of 6,468,000 ordinary shares, at the par value of
US$0.001 each share. The difference between the placing price and the nominal
value of the shares constitutes the share premium.
(3) The total amount of US$473k, which represented incremental costs directly
associated with the issuance of new shares, was deducted from equity for the
year ended 31 December 2023, in line with IAS 32. Out of this total, US$53k
had already been expensed in prior years, contributing to the success of share
issuances in 2023, and therefore was reclassified from retained earnings to
share equity, as a result. See accounting policies in Note 3(k).
(4) The balance as at 1 January 2023 represented certain net earnings of prior
years according to the carve-out principles of the HFI included in the listing
prospectus dated 5 June 2023, at the time when the Group was previously not
yet formed as a separate standalone legal entity or group of entities.
(5) Pre-listing dividends of US$3.4m for the year ended 31 December 2023 had
been declared by Amicorp Fund Services Asia Limited, before the Company,
Amicorp FS (UK) Plc, was inserted on 26 May 2023 as the holding company of the
Group, in line with the listing prospectus dated 5 June 2023.
(6) Merger accounting was used for the Company inserted as the holding company
of the Group in the year ended 31 December 2023, by way of receiving
transferred shares of certain entities under common control as part of the
carve-out reconstruction, given the ultimate controlling parent remained the
same at the time. This merger reserve represented the excess of received
entities' net assets over the transfer consideration, under the predecessor
method. The details regarding the accounting policy for the merger reserve
were described in Note 3(c) of the prior consolidated financial statements in
the 2023 annual report.
CONSOLIDATED STATEMENT OF CASH FLOWS
As at 31 December
2024 2023
Audited Unaudited
US$'000 US$'000
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax 1,053 823
Adjustments for:
Depreciation of tangible assets 92 80
Amortisation of intangible assets 39 18
Depreciation of right of use assets 275 301
Recognition of doubtful debt provision 219 153
Bad debt recognised 151 193
Provision for impairment of other receivables 150 -
Provision for group audit fees - 500
Finance costs 49 88
Foreign exchange losses 239 1
Other gains (53) -
2,214 2,157
Increase in trade receivables (290) (1,706)
(Decrease) / increase in other receivables, deposits and prepayments (440) 193
(Increase) /decrease in amounts due from related companies(1) (1,184) 593
Increase in accrued payroll and employee benefits 246 266
Increase / (decrease) in trade payables 232 (39)
(Decrease) / increase) in other provisions and payables (41) 206
Cash generated from operations 737 1,670
Income tax paid to tax authorities (336) (1,015)
Income tax settled through amounts due from related companies(2) - (141)
Net cash flows generated from operating activities 401 514
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of tangible and intangible assets (55) (221)
Settlement of deferred considerations (including unwinding interests) - (242)
Net cash flows used in investing activities (55) (463)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from a placing of additional ordinary shares, net of costs - 5,898
Repayment of unwinding interest portion of lease liabilities (49) (59)
Repayment of principal portion of lease liabilities (267) (265)
Net cash flows (used in) / generated from financing activities (316) 5,574
Non-cash transaction:
Pre-IPO dividends in specie - (3,406)
NET INCREASE IN CASH AND CASH EQUIVALENTS 30 2,219
Cash and cash equivalents at beginning 3,163 960
Foreign exchange difference 12 (16)
CASH AND CASH EQUIVALENTS AT END OF YEAR 3,205 3,163
( )
(1) (The US$4.5 million consideration for the common control acquisitions
(Note 2a) was settled non-cash by offsetting the related party receivable
balance. Under merger accounting, the acquired entities are accounted for as
if always part of the Group, with the settlement reflected in the restated
2023 related party receivable balance in the comparative figures. See
Reconciliation of Comparatives for details.)
(2) (These tax settlements were dealt via the Amicorp Group before the IPO
carve-out completion in May 2023. For details, see Note 9(b) of the prior
consolidated financial statements in the 2023 annual report. )
The reconciliation tables below provide restated financial information for the
year ended 31 December 2023, illustrating the consolidated comparatives
derived from the 2023 annual report, adjusted for the current year's common
control acquisitions in accordance with merger accounting principles.
RECONCILIATION OF COMPARATIVES
Consolidated Unaudited Statement of Total Comprehensive Income
for the year ended 31 December 2023
Adjustment
As per 2023 annual report Common control acquisitions Restated total
US$'000 US$'000(1) US$'000
Revenue 12,814 1,807 14,621
Payroll and remuneration costs (7,178) (1,078) (8,256)
Rent and occupancy (430) (50) (480)
Professional fees (1,068) (100) (1,168)
IT expenses (657) (62) (719)
Depreciation expenses (284) (115) (399)
IPO expenses (952) - (952)
Foreign exchange gain 5 (6) (1)
Other operating expenses (1,607) (207) (1,814)
Operating profit 643 189 832
Interest income 99 - 99
Interest costs (89) (19) (108)
Profit before income tax 653 170 823
Income tax expense (667) 19 (648)
Net profit after tax (14) 189 175
(1) This represents the prior-year profit or loss accounts for entities
acquired under common control in December 2024, presented in accordance with
merger accounting principles, as if they had always been part of the Group, as
described in Note 3(c).
RECONCILIATION OF COMPARATIVES (CONTINUED)
Consolidated Unaudited Statement of Financial Position as at 31 December 2023
Adjustments
As per 2023 annual report Common control acquisitions Consolidation adjustments(1) Restated total
US$'000 US$'000 US$'000 US$'000
Assets
Non-current assets
Property, plant and equipment 106 92 - 198
Intangible assets 83 4 - 87
Right of use assets 440 285 - 725
Investment measured at FVTP&L 58 - - 58
Deferred tax assets 232 66 - 298
919 447 - 1,366
Current assets
Trade receivables 2,860 26 - 2,886
Other receivables, deposits and prepayments 561 169 - 730
Amounts due from related companies 3,711 - (3,711) -
Cash and cash equivalents 2,973 190 3,163
10,105 385 (3,711) 6,779
Total assets 11,024 832 (3,711) 8,145
Liabilities
Non-current liabilities
Lease liabilities 304 230 - 534
Current liabilities
Trade payables 151 12 - 163
Accrued payroll and employee benefits 459 113 - 572
Other payables and accruals 840 177 - 1,017
Lease liabilities 183 73 - 256
Amounts due to related companies - 702 830 1,532
Income tax payable 472 - - 472
2,105 1,077 830 4,012
Total liabilities 2,409 1,307 830 4,546
Equity
Share capital 120 24 (24) 120
Share premium 5,989 - - 5,989
Foreign exchange reserves (375) (1) - (376)
Merger reserves 3,164 - (4,437) (1,273)
Distributable reserves - - - -
Retained earnings (283) (499) (79) (861)
Total equity 8,615 (476) (4,540) 3,599
( )
(1) This represents the prior-year balance sheet accounts for entities
acquired under common control in December 2024, adjusted with consolidation
eliminations where appropriate and presented in accordance with merger
accounting principles, as if they had always been part of the Group. For
details, please see Note 2(a) and Note 3(c).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
These annual financial statements are the audited consolidated financial
statements for Amicorp FS (UK) Plc and its subsidiaries; the comparative
figures within these statements, including the disclosure notes for the
financial year ended 31 December 2023, are unaudited and based on prior
audited financial statements adjusted for common control transactions (see
Note 3c).
Amicorp FS (UK) Plc (the 'Company'), a public limited company incorporated and
domiciled in the United Kingdom with its company number being 14704124 under
the Companies Act 2006, together with its subsidiaries (collectively, the
'Group'), is a provider of fund administration services, regulatory reporting,
fiduciary services and multi-faceted business support alternatives for hedge
funds, private equity funds and family offices investing in listed or unlisted
equities, financial instruments, projects, real estate and various asset
classes locally or globally.
The Group also offers administration and fiduciary services to special purpose
vehicles associated with fund structures or entities with passive investment
on financial instruments.
The address of the Company's registered office is 5 Lloyd's Avenue, London,
United Kingdom, EC3N 3AE.
2. BACKGROUND AND BASIS OF PREPARATION
(a) Background and purposes of the consolidated financial
information
The Group is a business division of Amicorp Group, which is a multinational
organisation providing, in addition to fund administration services, a broad
range of corporate management, capital market and financial services to
clients globally with a dedicated network of international experts and
specialists.
Since year 2018, newly incorporated subsidiaries of the Group and former
subsidiaries of Amicorp Group entered into multiple conditional agreements for
the sale and purchase of the respective equity share capital of such former
subsidiaries, being a set of fund administration services within Amicorp
Group.
The Group was not formed of a separate standalone legal group of entities, and
the Company was incorporated on 3 March 2023 and inserted as the holding
company of the Group on 26 May 2023.
As announced on 5 June 2023, the Company successfully raised gross proceeds of
US$6.47 million through a placing of 6,468,000 new ordinary shares, with a
further placing of 9,702,000 existing ordinary shares that raised US$9.70
million. On 8 June 2023, the Company was successfully admitted to the Main
Market of the London Stock Exchange, as a holding company of the Group.
In the financial year ended 31 December 2023, the insertion of the Company as
the holding company of the Group constituted a carve-out reconstruction
involving transfer of shares in the Group's entities, in which merger
accounting was applied. Accordingly, the consolidated financial statements
of the Group were prepared as if the Company, together with its subsidiaries,
collectively had already existed before the start of the earliest period
presented. The prior year financial information was, therefore, presented as
if the carve-out reconstruction had already occurred, and it was derived from
the HFI included in the listing prospectus, primarily adjusted for the
demerger equity, reserve and consolidation adjustments, except for Amicorp
Fund Services Luxembourg S.A ("AFS Luxembourg"); AFS Luxembourg was
incorporated as a new legal entity in the Luxembourg jurisdiction during the
prior financial year and transferred to the Group as a new subsidiary, and the
previous carved-out portion related to AFS business in Luxembourg included in
the HFI were excluded from the prior year financials, in order to be in
compliance with the IFRS reporting framework (See Note 3c). Details on such
reconciliations from the historical financial information to the IFRS
comparatives of previous years were included in the 2023 annual report.
In December 2024, the Group acquired three entities via two common control
transactions with Amicorp Group's Financial Markets and Management Services
divisions, for a total consideration of US$4.5 million, settled through the
related party receivable balance due from Amicorp Group. These acquired
entities specialise in business process outsourcing and trusteeship
administrative services, and they have been accounted for consistently under
the same merger accounting policies within these consolidated financial
statements, as if they had always existed collectively with the Group prior to
the start of the earliest period presented (See Note 3c).
These consolidated financial statements of Amicorp FS (UK) Plc for the year
ended 31 December 2024, have been prepared in accordance with UK-adopted
International Financial Reporting Standards (IFRS), including interpretations
issued by the IFRS Interpretations Committee (IFRIC), and the requirements of
the Companies Act 2006. The accounting policies have been applied consistently
to the comparative figures in these consolidated financial statements.
The consolidated financial statements are presented in thousands of US Dollars
('US$'000') unless otherwise indicated and prepared under the historical cost
convention and based upon the accounting policies disclosed below.
Regarding the financial year ended 31 December 2023, the comparative figures
presented in these consolidated financial statements, along with accompanying
disclosure notes, were derived from the audited annual report of the prior
year. These figures have then been adjusted to reflect common control
transactions that occurred during the financial year 2024 and are therefore
unaudited.
Unless otherwise stated, the prior year consolidated financial statements of
the Group under the merger accounting principles were presented as if the
Company, with its subsidiaries, had always collectively existed at its
earliest period, with consistency in the accounting policies with those
applied to the current financial year.
Where applicable, the Group has taken into account and implemented IFRS
standards, along with any related interpretations and amendments, which were
issued and effective as of 1 January 2024. The Group has not chosen to adopt
any standards, interpretations, or amendments before their effective date.
While there have been some new amendments effective in 2024, they are not
considered to impact the consolidated financial statements.
(b) Entities included within the Group
The financial position and financial performance of the following entities are
included as part of the consolidated financial statements:
Amicorp Fund Services Asia Limited(2)
Amicorp Fund Services (Asia) Pte. Ltd.
Amicorp (Shanghai) Consultants Ltd.
Amicorp Fund Services N.V.
Amicorp Fund Services N.V. (Barbados Branch)
Amicorp Fund Services N.V. (Bahamas Branch)
Administradora de Fondos de Inversión Amicorp S.A.
Amicorp Administradora General de Fondos SA (formerly known as ECUS
Administradora General de Fondos SA)
AFS BRASIL LTDA.
Soluciones y Servicios AFS México, S.A. de C.V.
Amicorp Fund Services Malta Limited
Amicorp Support Services Ltd
Amicorp Fund Services (Mumbai) Private Limited(2)
Amicorp Fund Services (Mumbai) Private Limited (Bangalore Branch)
Amicorp Fund Services (Cyprus) Ltd
Amicorp Fund Services Luxembourg S.A(2)
Administradora Amicorp Peru S.A.C.
Amicorp Fund Services (AIFC) Limited
Amicapital Services Limited(1)
Amicorp Financial Services Philippines, Inc. (1)
Amicorp Trustees (India) Private Limited(1)
Amicorp Trustees (India) Private Limited (GIFT SEZ Branch) 1
(1) These companies were acquired via two common control transactions with
Amicorp Group's Financial Markets and Management Services divisions in
December 2024, as described in Note 2a. They have been accounted for
consistently under the merger accounting approach described in Note 3c and are
included in the consolidated financial statements.
(2) Shares of these entities were transferred to the Company during the
financial year ended 31 December 2023, as part of the reconstruction process
for the Company inserted as the holding company of the Group described in Note
2a.
(c) Basis of measurement and going concern assumption
The consolidated financial statements have been prepared under the historical
cost basis except for certain financial assets and liabilities which are
measured at fair value in accordance with UK-adopted IFRS and IAS. The
measurement bases are fully described in the accounting policies below.
The material accounting policies that have been used in the preparation of the
consolidated financial statements are summarised below. These policies have
been consistently applied to years and periods presented unless otherwise
stated.
It should be noted that accounting estimates and assumptions are used in
preparation of the consolidated financial statements. Although these estimates
are based on management's best knowledge and judgment of current events and
actions, actual results may ultimately differ from those estimates. The area
involving a higher degree of judgment or complexity, or areas where
assumptions and estimates are significant to the consolidated financial
statements, are disclosed in note 4.
Going concern
The Group raised US$6.5 million in the previous financial year, which has
enriched the Group's working capital. In addition to the two common control
acquisitions in December 2024 that are expected to enhance future cash flows,
the Directors are satisfied that the Group has sufficient resources to
continue in operation for the foreseeable future, a period of not less than 12
months from the date these financial statements are issued. Accordingly,
they continue to adopt the going concern basis in preparing the consolidated
financial statements.
In assessing going concern, the Directors considered the Group's cash flows,
solvency and liquidity positions, considering a range of scenarios. The
worst-case scenario applies adverse assumptions on key business metrics,
presuming fund launch rates of new funds and existing launching funds
respectively are reduced by half and attrition rates increased twofold
compared to normal scenarios, as well as a reverse stress test, which is
unlikely based on historical trends. In this reasonably worst-case scenario,
the net current assets and cash and cash equivalents are projected to remain
positive throughout the going concern period.
As at the year ended 31 December 2024, the Group had cash and cash equivalents
of US$3.2 million (31 December 2023: US$3.2 million) and net current assets of
US$4.0 million (31 December 2023: US$2.8 million), which the Directors believe
will be sufficient to maintain the Group's liquidity over the going concern
period (i.e. at least 12 months from the date of issue of these financial
statements), including continued investments to meet existing financial
commitments and to deliver future growth.
(d) Functional and presentation currency
Items included in the financial information of each of the Group's entities
are measured using the currency of the primary economic environment in which
the entity operates (the 'functional currency'). The presentational currency
of the Group is United States Dollars ('US$'), and hence the financial
information is presented in US$, unless specified otherwise.
In the individual financial statements of the Group's entities, foreign
currency transactions are translated into the functional currency of the
individual entity using the exchange rates prevailing at the dates of the
transactions. At the reporting date, monetary assets and liabilities
denominated in foreign currencies are translated at the foreign exchange rates
ruling at the reporting date. Foreign exchange gains and losses resulting
from the settlement of such transactions and from the reporting date
retranslation of monetary assets and liabilities are recognised in profit or
loss.
Non-monetary items carried at fair value that are denominated in foreign
currencies are retranslated at the rates prevailing on the date when the fair
value was determined and are reported as part of the exchange revaluation gain
or loss. Non-monetary items that are measured in terms of historical cost in
a foreign currency are not retranslated.
In the consolidated financial information, all individual financial statements
of foreign operations, originally presented in a currency different from the
Group's presentation currency, have been converted into US$. Assets and
liabilities have been translated into US$ at the closing rates at the
reporting dates. Income and expenses have been converted into US$ at the
exchange rates ruling at the transaction dates, or at the average rates over
the reporting year provided that the exchange rates do not fluctuate
significantly. Any differences arising from this procedure have been dealt
with separately in other comprehensive income and the translation reserves in
equity.
3. ACCOUNTING POLICIES
(a) Basis of consolidation
On consolidation, the results and financial position of foreign operations are
translated into the presentation currency of the Group, as follows:
· Assets and liabilities for the consolidated statement of financial position
presented are translated at the closing rate at the reporting date;
· income and expense items are translated at exchange rates ruling at the date
of the transactions;
· all resulting exchange differences are recognised in other comprehensive
income (foreign exchange reserves); and
· cash flow items are translated at the exchange rates ruling at the date of the
transaction
Inter-company transactions and balances between group companies together with
unrealised profits are eliminated in full in preparing the consolidated
financial statements. Unrealised losses are also eliminated unless the
transaction provides evidence of impairment on the asset transferred, in which
case the loss is recognised in profit or loss.
The results of subsidiaries acquired or disposed of, if any, during the year
are included in the consolidated statement of comprehensive income from the
dates of acquisition or up to the dates of disposal, as appropriate. Where
necessary, adjustments are made to the financial statements of subsidiaries to
bring their accounting policies into line with those used by other members of
the Group.
Acquisition of subsidiaries or businesses is accounted for using the
acquisition method. The cost of an acquisition is measured at the aggregate
of the acquisition-date fair value of assets transferred, liabilities
incurred, and equity interests issued by the Group, as the acquirer. The
identifiable assets acquired, and liabilities assumed are principally measured
at acquisition-date fair value. The Group's previously held equity interest
in the acquiree is re-measured at acquisition-date fair value and the
resulting gains or losses are recognised in profit or loss. The Group may
elect, on a transaction-by-transaction basis, to measure the non-controlling
interests that represent present ownership interests in the subsidiary either
at fair value or at the proportionate share of the acquiree's identifiable net
assets. All other non-controlling interests are measured at fair value
unless another measurement basis is required by IFRSs. Acquisition-related
costs incurred are expensed unless they are incurred in issuing equity
instruments in which case the costs are deducted from equity.
Any contingent consideration to be transferred by the acquirer is recognised
at acquisition-date fair value. Subsequent adjustments to consideration are
recognised against goodwill only to the extent that they arise from new
information obtained within the measurement period (a maximum of 12 months
from the acquisition date) about the fair value at the acquisition date. All
other subsequent adjustments to contingent consideration classified as an
asset or a liability are recognised in profit or loss.
Changes in the Group's interests in subsidiaries that do not result in a loss
of control are accounted for as equity transactions. The carrying amounts of
the Group's interest and the non-controlling interest are adjusted to reflect
the changes in their relative interests in the subsidiaries. Any difference
between the amount by which the non-controlling interest is adjusted and the
fair value of the consideration paid or received is recognised directly in
equity and attributed to owners of the Group.
When the Group loses control of a subsidiary, the profit or loss on disposal
is calculated as the difference between (i) the aggregate of the fair value of
the consideration received and the fair value of any retained interest and
(ii) the previous carrying amount of the assets (including goodwill), and
liabilities of the subsidiary and any non-controlling interest. Amounts
previously recognised in other comprehensive income in relation to the
subsidiary are accounted for in the same manner as would be required if the
relevant assets or liabilities were disposed of.
(b) Subsidiaries
A subsidiary is an investee over which the Group is able to exercise
control. The Group controls an investee if all three of the following
elements are present: power over the investee, exposure, or rights, to
variable returns from the investee, and the ability to use its power to affect
those variable returns. Control is reassessed whenever facts and
circumstances indicate that there may be a change in any of these elements of
control.
(c) Merger accounting
In its first-time annual report for the year ended 31 December 2023, merger
accounting was initially applied for the Company inserted as the holding
company of the Group, by way of receiving transferred shares of certain
entities under common control as part of the carve-out reconstruction
described in Note 2(a), given the ultimate controlling parent remained the
same. This method treated the Company, together with its subsidiaries, as if
they had been merged and integrated before the start of the earliest period
presented.
The net assets of the consolidated entities or businesses used the existing
book values from the controlling parties' perspective. No amount was
recognised in consideration for goodwill or excess of acquirers' interest in
the net fair value of acquiree's identifiable assets, liabilities and
contingent liabilities over cost at the time of the carve-out reconstruction,
to the extent of the continuation of the controlling parties' interest.
When the Company was inserted as the holding company of the Group, the excess
of the carrying amount of integrated net assets over the consideration to
Amicorp Group was represented as a merger reserve in equity in the
consolidated statement of financial position, under the predecessor method.
During the prior financial year ended 31 December 2023, AFS Luxembourg was
incorporated as a new legal entity in the Luxembourg jurisdiction and
transferred to the Group as a subsidiary. As the transaction was considered as
an acquisition of trade and assets, merger accounting principles were applied
prospectively in the prior year annual report, i.e. without the necessity for
restating pre-combination figures and from the date of the common control
transfer of the trade and assets into the AFS Luxembourg business without
restating the comparatives for that business to before that date. AFS
Luxembourg was entitled for all the economic benefits and costs of its AFS
business in Luxembourg effective from 1 January 2023. The consolidated
financial statements were prepared under merger accounting principles to
include such transactions from 1 January 2023, accounting for this AFS
Luxembourg business as if it had always been with the Group.
Additionally, in December 2024, the Group acquired three entities via two
common control transactions with Amicorp Group's Financial Markets and
Management Services divisions. These acquired entities have been consistently
accounted for under the same merger accounting policies within these
consolidated financial statements.
Meanwhile, transaction costs, including professional fees, registration fees,
costs of furnishing information to shareholders, costs or losses incurred in
operations of the previously separate businesses, etc., incurred in relation
to the carve-out reconstruction that were accounted for by using merger
accounting have been recognised as an expense in the corresponding financial
years in which they were incurred.
(d) Tangible assets
Tangible assets are stated at cost less accumulated depreciation and
accumulated impairment losses.
The cost of tangible asset includes its purchase price and the costs directly
attributable to the acquisition of the items.
Subsequent costs are included in the asset's carrying amount or recognised as
a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the Group and the cost
of the item can be measured reliably. The carrying amount of the replaced part
is derecognised. All other repairs and maintenance are recognised as an
expense in profit or loss during the financial period in which they are
incurred.
Tangible assets are depreciated so as to write off their cost or valuation net
of expected residual value over their estimated useful lives on a
straight-line basis. The useful lives, residual value and depreciation method
are reviewed, and adjusted if appropriate, at the end of each reporting
period. The useful lives are as follows:
Machinery and
equipment 3 - 10 years
Furniture and
fixtures 3 - 10 years
Motor
vehicles
3 - 5 years
Leasehold
improvements in line with lease terms
An asset is written down immediately to its recoverable amount if its carrying
amount is higher than the asset's estimated recoverable amount.
The gain or loss on disposal of an item of tangible assets is the difference
between the net sale proceeds and its carrying amount, and is recognised in
profit or loss on disposal.
(e) Financial instruments
(i) Financial assets
A financial asset (unless it is a trade receivable without a significant
financing component) is initially measured at fair value plus, for an item not
at fair value through profit or loss ("FVTPL"), transaction costs that are
directly attributable to its acquisition or issue. A trade receivable without
a significant financing component is initially measured at the transaction
price.
All regular way purchases and sales of financial assets are recognised on the
trade date, that is, the date that the Group commits to purchase or sell the
asset. Regular way purchases or sales are purchases or sales of financial
assets that require delivery of assets within the period generally established
by regulation or convention in the market place.
Financial assets with embedded derivatives are considered in their entirely
when determining whether their cash flows are solely payment of principal and
interest.
Investments
It represents an investment in an equity fund classified as a financial asset
measured at fair value through profit or loss, given that it was not elected
by management at inception to recognise fair value gains and losses through
OCI; the Group held 2,386 units of Series B in Fondo De Inversion Ecus
Agri-food, which is a Chilean public fund regulated by the Chilean Financial
Market Commission ("CMF"), with aims to generate long-term capital
appreciation from its investment portfolio for food and agricultural products,
and the units of Series B held by the Group represent 1.69 per cent of the
total units issued by the fund.
The Group's valuation technique used for this investment is the net asset
value, based on the ratio of the units held over the total unit issued by the
fund.
The fair value hierarchy of this investment is considered as level 1, given
that the fund is required to report its net asset value to the CMF on a
quarterly basis, following the guidelines provided by the CMF for the fair
value inputs. The fair value of the investment recognised by the Group is
measured as at reporting dates.
Debt instruments
Subsequent measurement of debt instruments depends on the Group's business
model for managing the asset and the cash flow characteristics of the asset.
The Group only has the following type of debt instruments:
Amortised cost: Assets that are held for collection of contractual cash flows
and the cash flows represent solely payments of principal and interest are
measured at amortised cost. Financial assets at amortised cost are
subsequently measured using the effective interest rate method. Interest
income, foreign exchange gains and losses and impairment are recognised in
profit or loss. Any gain on derecognition is recognised in profit or loss.
(ii) Impairment loss on financial assets
The Group recognises loss allowances for expected credit loss ('ECL') on trade
receivables and other receivables that are financial assets measured at
amortised cost. The ECLs are measured on either of the following bases: (1) 12
months ECLs: these are the ECLs that result from possible default events
within the 12 months after the reporting date: and (2) lifetime ECLs: these
are ECLs that result from all possible default events over the expected life
of a financial instrument. The maximum period considered when estimating ECLs
is the maximum contractual period over which the Group is exposed to credit
risk.
ECLs are a probability-weighted estimate of credit losses. Credit losses are
measured as the difference between all contractual cash flows that are due to
the Group in accordance with the contract and all the cash flows that the
Group expects to receive. The shortfall is then discounted at an approximation
to the assets' original effective interest rate.
The Group has elected to measure loss allowances for trade and other
receivables using IFRS 9 simplified approach and has calculated ECLs based on
lifetime ECLs. The Group has established a provision matrix that is based on
the Group's historical credit loss experience, adjusted for forward-looking
factors specific to the debtors and the economic environment.
For other financial assets, such as amount due from related companies,
deposits and other current assets, the ECLs are based on the 12-months ECLs.
However, when there has been a significant increase in credit risk since
origination, the allowance will be based on the lifetime ECLs.
When determining whether the credit risk of a financial asset has increased
significantly since initial recognition and when estimating ECL, the Group
considers reasonable and supportable information that is relevant and
available without undue cost or effort. This includes both quantitative and
qualitative information analysis, based on the Group's historical experience
and informed credit assessment and including forward-looking information.
The Group assumes that the credit risk on a financial asset has increased
significantly if it is more than 30 days past due.
The Group considers a financial asset to be credit-impaired when: (1) the
counterparty is unlikely to pay its credit obligations to the Group in full,
without recourse by the Group to actions such as realising security (if any is
held); or (2) the financial asset is more than 30 days past due.
Interest income on credit-impaired financial assets is calculated based on the
amortised cost (i.e., the gross carrying amount less loss allowance) of the
financial asset. For non credit-impaired financial assets interest income is
calculated based on the gross carrying amount.
(iii) Financial liabilities
The Group classifies its financial liabilities, depending on the purpose for
which the liabilities were incurred. Financial liabilities at fair value
through profit or loss are initially measured at fair value and financial
liabilities at amortised costs are initially measured at fair value, net of
directly attributable costs incurred.
Financial liabilities at amortised cost
Financial liabilities at amortised cost including trade and other payables are
subsequently measured at amortised cost.
Gains or losses are recognised in profit or loss when the liabilities are
derecognised as well as through the amortisation process.
Financial liabilities at fair value through P&L
Any deferred consideration, arising from business acquisitions, is measured at
fair value at the date of acquisition. If an obligation to pay deferred
consideration that does not meet the definition of an equity instrument is
remeasured at fair value at each reporting date and subsequent changes in the
fair value of the deferred consideration are recognised in profit or loss.
(iv) Effective interest method
The effective interest method is a method of calculating the amortised cost of
a financial asset or financial liability and of allocating interest income or
interest expense over the relevant period. The effective interest rate is
the rate that exactly discounts estimated future cash receipts or payments
through the expected life of the financial asset or liability, or where
appropriate, a shorter period.
(v) Equity instruments
Equity instruments issued by the Group are recorded at the proceeds received,
net of direct issue costs.
(vi) Derecognition
The Group derecognises a financial asset when the contractual rights to the
future cash flows in relation to the financial asset expire or when the
financial asset has been transferred and the transfer meets the criteria for
derecognition in accordance with IFRS 9.
Financial liabilities are derecognised when the obligation specified in the
relevant contract is discharged, cancelled or expires.
(f) Revenue recognition
Revenue from contracts with customers is recognised when control of goods or
services is transferred to the customers at an amount that reflects the
consideration to which the Group expects to be entitled in exchange for those
goods or services, excluding those amounts collected on behalf of third
parties. Revenue excludes value added tax or other sales taxes and is after
deduction of any trade discounts.
Depending on the terms of the contract and the laws that apply to the
contract, control of the goods or service may be transferred over time or at a
point in time. Control of the goods or service is transferred over time if the
Group's performance:
• provides all of the benefits received and consumed simultaneously by the
customer;
• creates or enhances an asset that the customer controls as the Group
performs; or
• does not create an asset with an alternative use to the Group, and the
Group has an enforceable right to payment for performance completed to date.
Revenue comprises the provision of fund administration services, regulatory
and compliance services and also business process outsourcing services. Fund
administration services represent fund onboarding, registrar and transfer
agency and NAV calculation, and preparation of financial statements;
regulatory and compliance and business process outsourcing include services of
AML, directorship, board support, FATCA, CRS and other tax reporting.
The majority of these services-such as ongoing fund administration activities,
continuous regulatory support, and integrated outsourcing-are recognised over
time, typically on a monthly basis, as they involve continuous performance
obligations with benefits consumed simultaneously by clients. If control of
the goods or services transfers over time, revenue is recognised over the
period of the contract by reference to the progress towards complete
satisfaction of that performance obligation; for instance, certain services
are activities performed to fulfil AFS's continuous integrated fund
administrative service, where the benefits consumed by the client are
substantially the same for each monthly service (i.e., 12 distinct instances
of admin service provision), with corresponding revenue recognised monthly.
However, certain services-such as the delivery of completed financial
statements or specific regulatory reporting (e.g., tax-related reports)-are
recognised at a point in time when the discrete deliverable is transferred to
the customer.
(g) Income taxes
Income taxes for the year comprise current tax and deferred tax.
Current tax is based on the profit or loss from ordinary activities adjusted
for items that are non-assessable or disallowable for income tax purposes and
is calculated using tax rates that have been enacted or substantively enacted
at the end of the reporting year.
Deferred tax is recognised in respect of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes
and the corresponding amounts used for tax purposes. Except for recognised
assets and liabilities that affect neither accounting nor taxable profits,
deferred tax liabilities are recognised for all taxable temporary differences.
Deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary
differences can be utilised. Deferred tax is measured at the tax rates
appropriate to the expected manner in which the carrying amount of the asset
or liability is realised or settled and that have been enacted or
substantively enacted at the end of reporting period.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries, except where the Group is able to
control the reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future.
Income taxes are recognised in profit or loss except when they relate to items
recognised in other comprehensive income in which case the taxes are also
recognised in other comprehensive income or when they relate to items
recognised directly in equity in which case the taxes are also recognised
directly in equity.
In the prior financial year, the Group assessed Deferred Tax related to Assets
and Liabilities arising from a Single Transaction (Amendments to IAS 12)
effective from 1 January 2023, where applicable, which narrowed the scope of
the initial recognition exemption to exclude transactions that give rise to
equal and offsetting temporary differences. There was no impact on the
statement of financial position because the balances qualified for offset
under paragraph 74 of IAS 12.
(h) Foreign currency
Transactions entered into by group entities in currencies other than the
currency of the primary economic environment in which it/they operate(s) (the
"functional currency") are recorded at the rates ruling when the transactions
occur. Foreign currency monetary assets and liabilities are translated at the
rates ruling at the end of the reporting year. Non-monetary items carried at
fair value that are denominated in foreign currencies are retranslated at the
rates prevailing on the date when the fair value was determined. Non-monetary
items that are measured in terms of historical cost in a foreign currency are
not retranslated.
Exchange differences arising on the settlement of monetary items, and on the
translation of monetary items, are recognised in profit or loss in the year in
which they arise. Exchange differences arising on the retranslation of
non-monetary items carried at fair value are included in profit or loss for
the period except for differences arising on the retranslation of non-monetary
items in respect of which gains and losses are recognised in other
comprehensive income, in which case, the exchange differences are also
recognised in other comprehensive income.
On consolidation, income and expense items of foreign operations are
translated into the presentation currency of the Group (i.e. United States
dollars) at the average exchange rates for the year, unless exchange rates
fluctuate significantly during the period, in which case, the rates
approximating to those ruling when the transactions took place are used. All
assets and liabilities of foreign operations are translated at the rate ruling
at the end of the reporting year. Exchange differences arising, if any, are
recognised in other comprehensive income and accumulated in equity as foreign
exchange reserve (attributed to non-controlling interests as appropriate).
Exchange differences recognised in profit or loss of group entities' separate
financial statements on the translation of long-term monetary items forming
part of the Group's net investment in the foreign operation concerned are
reclassified to other comprehensive income and accumulated in equity as
foreign exchange reserve.
On disposal of a foreign operation, the cumulative exchange differences
recognised in the foreign exchange reserve relating to that operation up to
the date of disposal are reclassified to profit or loss as part of the profit
or loss on disposal.
(i) Impairment of other assets
At the end of each reporting year, the Group reviews the carrying amounts of
the following assets to determine whether there is any indication that those
assets have suffered an impairment loss or an impairment loss previously
recognised no longer exists or may have decreased:
l tangible assets and intangible assets;
If the recoverable amount (i.e. the greater of the fair value less costs to
sell and value in use) of an asset is estimated to be less than its carrying
amount, the carrying amount of the asset is reduced to its recoverable amount.
An impairment loss is recognised as an expense immediately.
Where an impairment loss subsequently reverses, the carrying amount of the
asset is increased to the revised estimate of its recoverable amount, to the
extent that the increased carrying amount does not exceed the carrying amount
that would have been determined had no impairment loss been recognised for the
asset previously. A reversal of an impairment loss is recognised as income
immediately.
(j) Related parties
(a) A person or a close member of that person's family is
related to the Group if that person:
(i) has control or joint control over the Group;
(ii) has significant influence over the Group; or
(iii) is a member of key management personnel of the Group or the
Group's parent.
(b) An entity is related to the Group if any of the following
conditions apply:
(i) The entity and the Group are members of the same group (which
means that each parent, subsidiary and fellow subsidiary is related to the
others).
(ii) One entity is an associate or joint venture of the other entity
(or an associate or joint venture of a member of a group of which the other
entity is a member).
(iii) Both entities are joint ventures of the same third party.
(iv) One entity is a joint venture of a third entity and the other
entity is an associate of the third entity.
(v) The entity is a post-employment benefit plan for the benefit of
the employees of the group or an entity related to the Group.
(vi) The entity is controlled or jointly controlled by a person
identified in (a); or
(vii) A person identified in (a)(i) has significant influence over the
entity or is a member of key management personnel of the entity (or of a
parent of the entity).
(viii) The entity, or any member of a group of which it is a part,
provides key management personnel services to the Group or to the Group's
parent.
Close members of the family of a person are those family members who may be
expected to influence, or be influenced by, that person in their dealings with
the entity and include:
(i) that person's children and spouse or domestic partner;
(ii) children of that person's spouse or domestic partner; and
(iii) dependents of that person or that person's spouse or domestic
partner.
(k) Share capital
In accordance with IAS 32, expenses incurred specifically for issuing shares,
such as underwriting fees, are deducted from equity. Conversely, expenses
associated with listing on the stock market, such as listing fees, or those
not directly linked to issuing new shares, are recognised as expenses in the
income statement when they are incurred.
For costs that pertain to both share issuance and listing, such as legal fees,
they are allocated between these two functions in a reasonable and consistent
manner.
(l) Distributable reserve
It represents certain net earnings of prior years recognised according to the
carve-out principles of the HFI included in the listing prospectus, at the
time when the Group was previously not yet formed as a separate standalone
legal entity or group of entities.
4. KEY ACCOUNTING ESTIMATES
In the application of the Group's accounting policies, the directors are
required to make judgements, estimates and assumptions about the carrying
amounts of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual
results differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period or in the period
of the revision and future periods if the revision affects both current and
future periods.
Key sources of estimation uncertainty
In addition to information disclosed elsewhere in this financial information,
other key sources of estimation uncertainty that have a significant risk of
resulting a material adjustment to the carrying amounts of assets and
liabilities within next financial year are as follows:
(i) Impairment of financial assets measured at amortised cost
Management estimates the amount of loss allowance for ECL on financial assets
that are measured at amortised cost based on the credit risk of the respective
financial asset. The loss allowance amount is measured as the difference
between the asset's carrying amount and the present value of estimated future
cash flows after taking into consideration of expected future credit loss of
the respective financial asset. The assessment of the credit risk of the
respective financial asset involves high degree of estimation and uncertainty.
When the actual future cash flows are different from expected, a material
impairment loss or a material reversal of impairment loss may arise,
accordingly.
(ii) Merger reserve
These consolidated financial statements have involved the recognition and
measurement of merger reserves arising from business combinations under common
control in both financial years ended 31 December 2024 and 31 December 2023,
since the Company was inserted in May 2023 into the Group as the listing
company for the AFS business.
The measurement of merger reserves is subject to estimations due to the
complexity and judgment involved in determining the value of net assets
received via the receipt of shares in certain subsidiaries transferred to the
Company. Management exercises professional judgment and utilises appropriate
valuation methodologies to determine the initial recognition and measurement
of merger reserves. For details, please see the accounting policy described in
Note 3c.
5. SEGMENTAL REPORTING
The Group's decision makers, consisting of the chief executive officer, chief
operating officer, the chief financial officer and managers for corporate
planning, examine the Group's performance from a fund service provider's
perspective and have identified three reportable segments of its business
under IFRS 8.
The reportable segments are identified as fund administration, business
process outsourcing and regulatory and compliance. Management primarily uses a
measure of net earnings by services to assess the performance of the
reportable segments.
The customer base is primarily institutional clients, including private equity
funds, family offices and hedge funds. No individual client in Fund
Administration and Governance and Compliance represents more than 2% of
revenue in the year ended 31 December 2024 (31 December 2023: same).
Additionally, the Business Process Outsourcing segment includes a contribution
of US$0.9 million from a single external client for the year ended 31 December
2024, arising from the new acquisitions (Note 3c), alongside revenue with
Amicorp Group (See Note 21), reflecting a more concentrated revenue profile in
this segment.
Year ended 31 December 2024 Direct Other direct costs Gross
Revenue staff cost profit
US$'000 US$'000 US$'000 US$'000
Fund Administration 7,901 (3,290) (531) 4,080
Business Process Outsourcing(1) 6,084 (1,296) - 4,788
Governance and Compliance 1,631 (662) - 969
Total 15,616 (5,248) (531) 9,837
Indirect staff costs (3,819)
Other operating expenses (5,198)
Other gains and income 181
Net finance income 52
Profit before income tax 1,053
(1) Business Process Outsourcing includes an addition of US$2.2 million
revenue (2023: US$1.8 million), recognised from common control entities
acquired in the current financial year (See Note 2a) and presented under
merger accounting principles (See Note 3c).
Year ended 31 December 2023 Direct Other direct costs Gross
Revenue staff cost profit
US$'000 US$'000 US$'000 US$'000
Fund Administration 7,927 (2,710) (615) 4,602
Business Process Outsourcing 5,389 (1,081) - 4,308
Governance and Compliance(1) 1,305 (478) - 827
Total 14,621 (4,269) (615) 9,737
Indirect staff costs (3,987)
Other operating expenses (3,966)
IPO expense (952)
Net finance costs (9)
Profit before income tax 823
Geographical information
The amount of its revenue from external customers broken down by geographical
region of contracting entities in the Group is shown in the table below.
Geographical revenue
Year ended 31 December
2024 2023
US$'000
US$'000
LATAM 2,366 2,446
Europe 3,984 3,211
MEAI(1) 9,266 8,964
15,616 14,621
Geographical assets and liabilities
The total assets and liabilities by geographical region are shown as below:
Year ended 31 December 2024 Year ended 31 December
LATAM Europe MEAI(1) Consolidation elimination Total
US$'000 US$'000 US$'000 US$'000 US$'000
Total assets 2,829 7,162 3,982 (6,063) 7,910
Total liabilities 567 1,097 1,436 131 3,231
Year ended 31 December 2023 Year ended 31 December
LATAM Europe MEAI(1) Carve-out basis(2) Total
US$'000 US$'000 US$'000 US$'000 US$'000
Total assets 2,894 4,281 12,150 (11,180) 8,145
Total liabilities 574 771 2,256 945 4,546
(1) MEAI means the Group's operations in the geographical region of Middle
East, Asia and India.
(2) These represents carve-out adjustments for the HFI under the carve-out
principles described in Note 2a, and these balances are included in amounts
due from related companies in relevant historical financial years; the
counterparty is the parent of the wider group incorporated in Cyprus, and
these balances, post HFI, are expected to be reflected in corresponding
balance sheet accounts by geographical regions, near or upon the Group's
carve-out completion
6. OTHER OPERATING EXPENSES
Year ended 31 December
2024 2023
US$'000 US$'000
Business development expenses (including travelling expenses) 584 637
Statutory fee expenses 71 78
Other overhead expenses 861 753
Total other operating expenses 1,516 1,468
Recognition of doubtful debt provision(1) 219 153
Bad debt recognised(1) 151 193
Provision for impairment of other receivables 150 -
Net impairment loss on financial assets 520 346
2,036 1,814
(1) (Recognition of doubtful debt provision represents the estimation and
adjustment of a provision for potential uncollectible debts, and bad debt
recognised is the specific amount of accounts receivable deemed uncollectible
and is hence written off as an expense.)
7. PAYROLL AND REMUNERATION COSTS
Year ended 31 December
2024 2023
US$'000 US$'000
Employee costs (including directors) comprise:
Wages and salaries 8,183 7,666
Social security costs 534 377
Contributions on defined contribution retirement plans 21 19
Other employment benefits 329 194
9,067 8,256
Year ended 31 December
2024 2023
Average monthly number of employees (including Executive Directors) by
function
- sales staff 15 19
- operational staff including production 201 172
216 191
8. PROFESSIONAL FEES
The total professional fees include the group audit fee of US$433k, and such
audit services align with the statutory and listing requirements in the UK and
other relevant jurisdictions where the Group operates. The year-on-year
increment of US$621k is contributed mainly by financial analysis and reporting
services and also equity research services following the listing, along with
recurring professional services for SOC reports and statutory tax filings etc.
9. TAX
This note provides an analysis of the Group's current income tax and deferred
tax.
(a) Income tax expense
Year ended 31 December
2024 2023
US$'000 US$'000
Current income tax
Current tax on profits for the year 294 647
Deferred income tax
Net deferred tax expense for the year (Note 9c) 59 1
Total income tax expenses 353 648
(b) Income tax payables
Year ended 31 December
2024 2023
US$'000 US$'000
Current income tax payable 387 472
In the respective financial years, tax expense or income recognised in other
comprehensive income amounted to nil, in addition to the income tax expenses
above charged to profit or loss. Also, there was no significant uncertain tax
position or tax-related contingency identified in the Group.
Reconciliation of income tax expense to prima facie tax payable
Year ended 31 December
2024 2023
US$'000 US$'000
Profit before income tax expense 1,053 823
Current tax charge at the UK average rate of 25.00% (2023: 24.43%) 263 202
Effects of material amounts that are not taxable/deductible in calculating
income tax: (2)
Use of brought forward losses unrecognised (24) (143)
Non-deductible expenses 22 282
Non-taxable or deductible items from foreign sources (590) -
Losses not recognised 1,137 693
Difference in overseas tax rates(3) (455) (386)
Income tax expenses 353 648
(2) The financial impact of standard non-deductible items, such as
depreciation and interest expenses, is considered insignificant in the Group,
and hence are excluded from the reconciliation.
(3) Income tax on overseas profits has been calculated on the estimated
assessable profit for the years at the respective tax rates prevailing in the
countries in which the Group operates.
Cyprus corporate tax has been provided at the rate of 12.5% (2023: 12.5%) on
the estimated assessable profits of the Group's operations in Cyprus.
Malta corporate tax has been provided at the rate of 35% (2023: 35%) on the
estimated assessable profits of the Group's operations in Malta.
Luxembourg corporate tax has been provided at the rate of 24.94% (2023:
24.94%) on the estimated assessable profits of the Group's operations in
Luxembourg.
India corporate tax has been provided at the rate of 25% (2023: 25%) on the
estimated assessable profits of the Group's operations in India. 25% is the
statutory rate of corporate income tax in India in this period although a
higher effective tax rate can apply to profit in this jurisdiction owing to
the application of surtaxes.
Hong Kong corporate tax has been provided at the rate of 16.5% (2023: 16.5%)
on the estimated assessable profits of the Group's operations in Hong Kong.
Singapore corporate tax has been provided at the rate of 17% (2023: 17%) on
the estimated assessable profits of the Group's operations in Singapore.
Chile corporate tax has been provided at the rate of 27% (2023: 27%) on the
estimated assessable profits of the Group's operations in Chile.
Curacao corporate tax has been provided at the rate of 3% (2023: 3%) on the
estimated assessable profits of the Group's operations in Curacao.
Philippines corporate tax has been provided at the rate of 25% (2023: 25%) on
the estimated assessable profits of the Group's operations in the Philippines.
The UK's corporate tax has been provided at the rate of 25% (2023: 24.43%) on
the estimated assessable profits of the Group's operations in the United
Kingdom; the prior year rate of 24.43% was in line with the tax rate increment
in the prior UK corporation tax year, which began on 1st April 2023 and
introduced a higher corporate tax rate of 25% from 19%.
(c) Deferred tax assets
2024 2023
US$'000 US$'000
Balances as at 1 January 298 310
Deferred tax expense recognised (Note 9a) (59) (20)
Tax loss recognition (Note 9a) - 19
Foreign exchange difference (26) (11)
Balances as at 31 December 213 298
The deferred tax assets are recognised for the carry forward of unused tax
losses and unused tax credits to the extent that it is probable that future
taxable profit will be available against which the unused tax losses and
unused tax credits can be utilised.
(d) Unused tax losses
2024 2023
US$'000 US$'000
Accumulated unused tax losses for which no deferred tax asset has been 8,077 4,855
recognised
Potential tax benefits at effective tax rates in respective years 2,085 1,374
The unused tax losses are seen in some entities within the Group, for which no
deferred tax asset has been recognised on the prudency basis, given the
unpredictability of profit streams and future economic benefits; unrecognised
tax losses of US$71k were utilised in 2024 (2023: US$409k), and remaining
unrecognised tax losses can be carried forward indefinitely for future use.
(e) OECD reforms and developments
On 8 October 2021, 136 countries reached an agreement for a two-pillar
approach to international tax reform ('the OECD agreement'). Amongst other
things, Pillar One proposes a reallocation of a proportion of tax to market
jurisdictions, while Pillar Two seeks to apply a global minimum effective tax
rate of 15%.
Whilst the Group is below the size thresholds for these proposals to apply,
the OECD agreement is likely to see changes in corporate tax rates in a number
of countries in the next few years. The impact of changes in corporate tax
rates on the measurement of tax assets and liabilities depends on the nature
and timing of the legislative changes in each country, which will become known
and certain in the near future.
10. PROPERTY, PLANT AND EQUIPMENT
Machinery and equipment Furniture and fixtures Leasehold improvement Motor vehicles Total
US$'000 US$'000 US$'000 US$'000 US$'000
Cost
At 1 January 2024 257 61 316 44 678
Additions 27 4 - - 31
Written off/disposals (1) (38) - - (39)
Exchange differences (2) (1) (10) - (13)
At 31 December 2024 281 26 306 44 657
At 1 January 2023 204 59 241 44 548
Additions 54 2 74 - 130
Written off/disposals - - - - -
Exchange differences (1) - 1 - -
At 31 December 2023 257 61 316 44 678
Accumulated depreciation
At 1 January 2024 188 59 189 44 480
Charge for the year 31 1 60 - 92
Written off/disposals (1) (38) - - (39)
Exchange differences (1) - (7) - (8)
At 31 December 2024 217 22 242 44 525
At 1 January 2023 164 57 133 43 397
Charge for the year 21 2 56 1 80
Written off/disposals - - - - -
Exchange differences 3 - - - 3
At 31 December 2023 188 59 189 44 480
Net book value
At 31 December 2024 64 4 64 - 132
At 31 December 2023 69 2 127 - 198
There were no tangible assets pledged as security by the Group in the years
ended 31 December 2024 and 2023.
11. TRADE RECEIVABLES
As at 31 December
2024 2023
US$'000 US$'000
Trade receivables 3,232 3,105
Less: allowance for doubtful debts (426) (219)
2,806 2,886
The Group allows a credit period of 30 days upon the services rendered to
customers. Due to the short-term nature of the current trade receivables,
their carrying amounts are considered to be the same as their fair value.
Information about the Group's exposure to credit risk and foreign currency
risk can be found in note 23.
At 31 December, the ageing analysis of the trade receivables based on invoice
date is as follows:
As at 31 December
2024 2023
US$'000 US$'000
Up to 3 months 2,431 2,793
3 to 6 months 284 146
6 to 12 months 285 85
Over 1 year 232 81
3,232 3,105
Also, the following is an ageing analysis of trade receivables past due but
not impaired at 31 December:
As at 31 December
2024 2023
US$'000 US$'000
Up to 3 months 878 870
3 to 6 months 109 42
6 to 12 months 24 55
Over 1 year 30 68
1,041 1,035
The Group applies the IFRS 9 simplified approach to measuring expected credit
losses which uses a lifetime expected loss allowance for all trade
receivables. In measuring the expected credit losses, receivables are
grouped based on their shared credit risk characteristics and numbers of days
past due. The expected credit losses on these trade receivables are estimated
using a provision rate based on the Group's historical credit loss experience,
adjusted for factors that are specific to the debtors, general economic
conditions and an assessment of both the current and the forecast direction of
conditions as at the reporting dates, including time value of money where
appropriate.
Up to 3 months 3 to 6 months 6 to 12 months Over 1
31 December 2024 US$'000 US$'000 US$'000 year Total
US$'000 US$'000
Expected credit loss rate 3.0% 11.6% 55.1% 70.3% 13.2%
Gross trade receivables 2,431 284 285 232 3,232
Loss allowance 73 33 157 163 426
Up to 3 months 3 to 6 months 6 to 12 months Over 1
31 December 2023 US$'000 US$'000 US$'000 year Total
US$'000 US$'000
Expected credit loss rate 2.7% 13.7% 50.6% 98.8% 7.1%
Gross trade receivables 2,793 146 85 81 3,105
Loss allowance 76 20 43 80 219
12. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS
As at 31 December
2024 2023
US$'000 US$'000
Deposits 67 90
Accrued income 42 65
Prepayments and other receivables 382 266
Withholding tax receivables 102 -
VAT receivables 398 159
Receivables from IPO proceeds - 150
991 730
13. CASH AND CASH EQUIVALENTS
As at 31 December
2024 2023
US$'000 US$'000
Cash and cash equivalents 3,205 3,163
Cash and cash equivalents are denominated in the following currencies:
As at 31 December
2024 2023
US$'000 US$'000
United States dollar 2,055 2,256
Chilean Peso 561 515
INR 319 160
Euro 220 162
Others 50 70
3,205 3,163
14. TRADE PAYABLES
As at 31 December
2024 2023
US$'000 US$'000
Trade payables 395 163
Trade payables represent payables to service providers. The credit period
granted by service providers is normally 30 days. The Group has financial risk
management policies in place to ensure that all payables are settled within
the credit time frame. Details are set out in note 23.
15. OTHER PAYABLES AND ACCRUALS
As at 31 December
2024 2023
US$'000 US$'000
Current
Other payables and accruals 426 364
Fees billed in advance 78 65
VAT payables 36 34
Group audit fee accruals 378 500
Payment in advance from customers 58 54
976 1,017
16. LEASES
This note provides information for leases where Group is a lessee within the
scope of IFRS 16.
In mid-November 2024, the lease for the Group's India office was terminated in
preparation for a new workplace in the same city the following year, and hence
its corresponding right of use assets and lease liabilities were derecognised.
The Group does not have options to purchase certain offices for a nominal
amount at the end of the lease term. Also, these leases do not contain
variable lease payments throughout the lease terms.
The total cash outflow for leases amount to US$316k in financial year ended 31
December 2024 (US$324k in 2023).
(i) Right of use assets
Office Office
premise premise
2024 2023
US$'000 US$'000
Cost
At 1 January 1,189 847
Additions 71 340
Disposals (283) -
Exchange differences (16) 2
At 31 December 961 1,189
Accumulated depreciation
At 1 January 464 162
Depreciation for the year 275 301
Disposals (191) -
Exchange differences 2 1
At 31 December 550 464
Net carrying balance as at 31 December 411 725
(ii) Lease liabilities
Office premises Office premises
2024 2023
US$'000 US$'000
At 1 January 790 714
Additions 70 340
Interest expense 49 59
Lease payments (316) (324)
Disposals (119) -
Foreign exchange (12) 1
At 31 December 462 790
Discounted lease payments are due as follows:
2024 2023
US$'000 US$'000
Within one year 246 256
In between one and two years 153 276
In between two and five years 63 258
462 790
Undiscounted lease payments are due as follows:
As at 31 December
2024 2023
US$'000 US$'000
Within one year 267 303
In between one and two years 164 305
In between two and five years 73 279
504 887
Less: Future finance charges (42) (97)
Lease liabilities 462 790
Disclosed as:
Current 246 256
Non-current 216 534
462 790
(iii) Short term leases
Short-term leases are leases with a lease term of 12 months or less without a
purchase option. Under IFRS 16, these leases are not included in right of use
assets or lease liabilities, and such lease expenses are recognised in profit
and loss when incurred; these short term leases are immaterial to the Group in
the financial year ended 31 December 2024 (2023: same).
17. ACCRUED PAYROLL AND EMPLOYEE BENEFITS
As at the year ended
Dec-2024 Dec-2023
US$'000 US$'000
Accruals for wages and social securities 515 376
Wage tax accruals 191 77
Long term services accruals 37 27
Leave accruals 75 92
818 572
18. FEES FOR COMPANY'S AUDITORS AND ITS ASSOCIATES
Year ended 31 December
2024 2023
US$'000 US$'000
Fees payable to the Company's auditor and its associates:
Audit of the company and consolidated financial statements 433 500
Audit of the company's subsidiaries 126 108
Total audit services 559 608
Non-audit services (1) - 196
Other assurance services(1) - 109
Total audit services, audit-related and other assurance services 559 913
(1)The non-audit services and other assurance services provided by the
Company's auditor and its associates are related to the other assurance
engagements for the Company's IPO, outside of statutory audit requirements.
19. SHARE CAPITAL
On 3 March 2023, the Company was established with an initial capital of GBP
50,000, which was divided into 5,000,000 ordinary shares valued at GBP 0.01
per share. Subsequently, on 4 April 2023, the share capital was converted to
US dollars at a rate of US$0.0124 per share, resulting in a total of
US$62,000. On 23 May 2023, this existing share capital was further divided
into 62,000,000 ordinary shares, each valued at US$0.001, while maintaining
the total share capital at US$62,000.
Moreover, additional allotments of 51,500,000 and 6,468,000 shares at US$0.001
each were made on 23 May 2023, and 8 June 2023, respectively, bringing the
total number of shares to 119,968,000, with a total value of US$119,968.
There has not been any change in share capital since 1 January 2024, and
therefore the balance remains the same as at 31 December 2024 as the prior
year.
20. DIVIDENDS
There was no dividend declared during the current financial year ended 31
December 2024.
In the prior financial year, pre-listing dividends of US$3.4 million had been
declared by Amicorp Fund Services Asia Limited, before the Company, Amicorp FS
(UK) Plc, was inserted on 26 May 2023 as the holding company of the Group, in
line with the listing prospectus dated 5 June 2023.
21. RELATED PARTIES TRANSACTIONS
(a) Transactions with Amicorp Group
The following transactions were carried out with related parties who are
members of Amicorp Group.
Year ended 31 December
2024 2023
US$'000 US$'000
Revenue 4,360 4,305
Rental and remuneration expenses 997 1,031
Interest income derived from term deposits 76 35
As at 31 December
2024 2023
US$'000 US$'000
Amounts due to related parties 193 1,532
Bank balances with Amicorp Bank and Trust 10 76
Term deposits with Amicorp Bank and Trust 1,846 505
The expected credit loss assessment does not have a material impact on the
carrying amount of the amounts due from related companies, and no bad debt
allowance associated with these balances was recognised.
(b) Transactions with related parties other than Amicorp Group
There has been no related party other than Amicorp Group that the Group enters
into transactions with, related to fund administrative business, throughout
the current financial year (prior year: same). The Group's transactions are
conducted on an arm's length basis.
(c) Transactions with key management personnel, remuneration and other
compensation
Executive members of the board (Executive Directors) are recognised as being
key management personnel who are those persons having authority and
responsibility for planning, directing and controlling the activities of the
Group, directly or indirectly.
The summary of compensation of key management personnel is as follows:
For the year ended 31 December
2024 2023
US$'000 US$'000
Salaries and short-term benefits 857 823
Information on the remuneration of both the Executive Directors and
Non-Executive Directors (including their respective interests in shares of the
Company) is given in the remuneration report of this annual report.
22. CAPITAL RISK MANAGEMENT
The Group's objectives on managing capital are to finance its operations with
its owned capital and to safeguard the Group's ability to continue as a going
concern in order to provide returns for major stakeholders. The Group monitors
the sufficiency of capital based on the positions of cash, net current assets
and also total net assets.
Lease liabilities are not considered as debts for capital risk management
given that corresponding right of use assets are recognised at inception for
the equivalent amounts. There have been no external debts in both financial
years ended 31 December 2023 and 31 December 2024, and the mentioned financial
positions remain positive at a healthy level.
23. FINANCIAL RISK MANAGEMENT
The Group's major financial instruments include trade receivables, other
receivables, deposit and prepayments, amounts due from related companies, cash
and cash equivalent, and trade payables which are disclosed in respective
notes. The risks associated with these financial instruments include liquidity
risk, foreign currency risk, credit risk and interest rate risk. The policies
on how to mitigate these risks are set out below. The management team manages
and monitors these exposures to ensure appropriate measures are implemented on
a timely and effective manner.
(a) Liquidity risk
Individual operating entities within the Group are responsible for their own
cash management, including the uses of cash surpluses, to cover expected cash
demands, subject to approval by management when involved amounts exceeds
certain predetermined levels of authority. The Group's policy is to regularly
monitor its liquidity requirements and its compliance with lending covenants,
to ensure that it maintains sufficient reserves of cash to meet its liquidity
requirements in the short and longer term.
The following tables show the remaining contractual maturities at the end of
the reporting period of the Group's non-derivative financial liabilities,
based on undiscounted cash flows (including interest payments computed using
contractual rates or, if floating, based on rates current at the reporting
date) and the earliest date the Group can be required to pay.
Within 2-5 years Total undiscounted cash flows Carrying amount
1 year or on demand
US$ US$ US$ US$
As 31 December 2024
Trade payables 395 - 395 395
Accrued payroll and employee benefits 627 - 627 627
Other payables 804 - 804 804
Lease liabilities 267 237 504 462
2,093 237 2,330 2,288
At 31 December 2023
Trade payables 163 - 163 163
Accrued payroll and employee benefits 495 - 495 495
Other payables 864 - 864 864
Lease liabilities 303 584 887 790
1,825 584 2,409 2,312
(b) Market risk
Foreign currency risk
The Group operates internationally and is exposed to foreign exchange risk
arising from its ongoing transactions and the financial assets and liabilities
denominated in foreign currencies, arising primarily from transactions and
financial assets and liabilities denominated in currencies other than the
functional currencies of its entities. Translation exposures with a functional
currency different from Group's presentation currency are excluded from the
assessment of foreign currency risks in accordance with IFRS 7 - Financial
Instruments: Disclosures.
In countries where the Group operates, except for Hong Kong, income and
expenditure are transacted primarily in the respective functional currencies,
resulting in limited transactional foreign exchange risk. In Hong Kong, income
is predominantly in US$ whilst the expenditure is in HK$. Given the HK$ has
been pegged to the US$ at a fixed rate of approximately 7.8 since 1983,
foreign currency risk in this jurisdiction is negligible.
During the year ended 31 December 2024, the Group recognised a foreign
exchange loss of US$240k in the consolidated income statement, primarily from
the retranslation of USD-denominated intercompany payables in certain
subsidiaries with functional currencies that weakened against the US dollar.
This loss that is recognised per IAS 21 for monetary items expected to be
settled is immaterial, given its intercompany nature, to the Group's overall
financial performance and does not indicate significant ongoing transactional
foreign exchange risk,. The Group monitors currency exposures and applies
operational measures, such as matching income and expenditure currencies where
feasible, to minimise such risks without using derivative financial
instruments.
Overall, the Group's exposure to significant transactional foreign currency
risk remains limited, with no material impact expected on future financial
performance.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in market interest
rates. Management considers the interest rate risk as insignificant to the
Group since there has been no interest bearing borrowings, significant
interest income or tangible assets with fair values substantially subject to
interest rates.
Price risk
The Group's exposure to price risk arises from its investment measured at fair
value through profit or loss (FVTPL). Given the value of this investment for
US$83k as at 31 December 2024 (prior year: US$58k) and its limited exposure to
market price volatility, management considers price risk to be insignificant
to the Group's financial position and performance. No specific hedging
strategies are employed for price risk, as the risk is not material.
(c) Credit risk
The Group's credit risk is primarily attributable to its trade and other
receivables, and cash and cash equivalents. Management has a credit policy in
place and the exposures to these credit risks are monitored on an ongoing
basis. Management of credit risk involves a number of considerations, such as
the financial profile of the counterparty, and specific terms and duration of
the contractual agreement, and for cash and cash equivalents, the credit
quality of financial institutions and their stable financial profiles.
Customer credit risk is managed subject to the Group's established policy,
procedures and control relating to customer credit risk management. The
requirement for impairment is analysed at each reporting date on an individual
basis for customers. The Group evaluates the concentration of risk with
respect to trade and other receivables and contract assets as low, as its
customer base consists of a large number of individual customers who operate
in several jurisdictions, industries and largely independent markets.
The Group measures loss allowances for trade and other receivables at an
amount equal to lifetime ECLs, which is calculated using a provision matrix.
As the Group's historical credit loss experience does not indicate
significantly different loss patterns for different customer segments, the
loss allowance based on past due status is not further distinguished between
the Group's different customer bases.
The Group does not have any significant credit risk exposure to any individual
client or counterparty.
In respect of financial assets at amortised cost composed of other receivables
and amounts due from related companies, the directors are of the opinion that
the credit risk is low because these companies have high credit quality and no
recent history of default payment, and the loss allowance recognised during
the year was therefore limited to 12 months ECLs. Trade receivables, as
detailed in Note 11, are assessed using the simplified approach under IFRS 9.
The maximum exposure to credit risk is represented by the carrying amount of
each financial asset at the end of reporting period.
For transactions with open accounts, funds which equal to a certain percentage
of the gross purchase amounts are deposited with the Group by debtors in
advance before the execution of those transactions.
For transactions with letters of credit, transferrable letters of credit will
be arranged to creditors to remove counterparty default risk.
(d) Financial instruments
The carrying values of financial instruments held at amortised cost
approximate their fair values. As these instruments are not measured at fair
value, a fair value hierarchy disclosure is not required.
Financial assets include an investment, trade receivables, other receivables
and deposits (excluding VAT receivables and prepayments), amounts due from
related companies and cash and cash equivalents; financial liabilities are
trade payables, accrued payroll and employee benefits, other provisions and
payables, lease liabilities and also deferred consideration payable.
These financial assets and financial liabilities, except for an investment
measured at FVTPL, are all measured at amortised costs, approximate to their
carrying values.
24. COMMITMENTS
The Group rents various offices to conduct its business, which the Group has
no control over, and hence these leases are not within the scope of IFRS 16
Leases. Such rental expenses incurred were charged to the income statement on
a straight-line basis over the relevant lease periods.
For leases within scope of IFRS 16, lease liabilities are recognised (Note 16)
to reflect the discounted committed future rental payments. Also, the
portfolio of short-term leases to which the Group is committed at the end of
the reporting periods are not dissimilar to that which the details of
short-term lease expense disclosed on Note 16 relate to. Therefore, these two
types of leases are excluded from this commitments disclosure.
The table below presents a maturity analysis of lease payments showing the
undiscounted lease payments to be made on an annual basis:
As at 31 December
2024 2023
US$'000 US$'000
Minimum lease payments for non-cancellable leases:
Within one year 449 468
Later than one year but not later than five years - -
449 468
25. EARNINGS PER SHARE
Basic earnings per share (EPS) is calculated based on the profit or loss for
the financial year divided by the weighted average number of ordinary shares
during the same financial year. Diluted EPS is calculated by adjusting the
weighted average number of common shares to include the potentially dilutive
effect of additional ordinary shares.
There have been no dilutive shares during the financial year ended 31 December
2024 (2023: same), and therefore the weighted average number of ordinary
shares are the same for the calculations of both Basic EPS and Diluted EPS.
Year ended 31 December
2024 2023
Restated
Net profit in US$ 700,000 175,000
Weighted average number of ordinary shares (basic & diluted) 119,968,000 117,147,233
Basic EPS in USD cent 0.58 0.15
Diluted EPS in USD cent 0.58 0.15
26. EVENTS OCCURRING AFTER THE REPORTING PERIOD
There have been no material subsequent events as of the report date.
- ENDS -
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