REG - Amicorp FS (UK) PLC - Final Results
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RNS Number : 4195G Amicorp FS (UK) PLC 01 June 2026
1 June 2026
Amicorp FS (UK) Plc
('AMIF', the 'Company' or the 'Group')
Final Results
'A year of continued operational progress and strategic advancement'
Amicorp FS (UK) Plc, the international specialist fund services group, is
pleased to report its audited final results for the year ended 31 December
2025 ('FY25' or the 'year'). A copy of the full annual report will be made
available on the Company's website.
FY25 Financial Highlights
· Total revenue increased by 8.1% to US$16.9 million in FY25 (FY24: US$15.6
million), driven by growth in Business Process Outsourcing ('BPO') and
Governance and Compliance ('G&C'). BPO delivered the strongest
performance, growing by 16.7% to US$7.1 million, while G&C increased by
14.5% to US$1.9 million.
· Gross profit rose 7.0% to US$10.5 million (FY24: US$9.8 million), resulting in
a Group gross profit margin of 62.3% (FY24: 63.0%). This reflects strong
operational leverage and efficient scaling, in BPO (73.8% margin) and G&C
(65.9% margin) segments.
· Group EBITDA increased significantly by 77.3% to US$2.2 million in FY25 (FY24:
US$1.2 million). This strong performance was aided by a foreign exchange gain
of US$273k (FY24 loss: US$239k). The remaining increase reflects gross profit
growth and effective cost management.
FY25 Strategic Highlights
· Official opening of AFS Dubai in Dubai International Financial Centre ('DIFC')
in Oct 2025 following receipt of regulatory approval.
· Successful integration of the three common control entities acquired from the
Financial Markets and Management Services divisions of the Amicorp Group in
FY24.
· Broadening our client base and revenue with capital markets and securitisation
transactions.
· Partnering with Amicorp Capital Markets in Dubai with 3 new Incorporated Cell
Companies ('ICC') sub funds.
FY25 Operational Highlights
· The number of active funds has grown organically at an annualised rate of
12.6% to 331 funds compared to 294 funds as at 31 December 2024 reflecting the
continued momentum from the Group's investment in its salesforce.
· Setting up an additional fund administration back office in Cape Town for
business continuity purposes and to better serve our clients in European and
Latam time zones.
Outlook
Whilst global markets face continued geopolitical and economic uncertainty,
and moderating investment momentum, this is prompting demand for outsourcing,
automation, and technology-enabled solutions.
In addition, investor caution may affect new mandate volumes, but AMIF's
diversified and expanded global footprint positions it to absorb disruption
and sustain growth.
The Group continues to invest prudently in technology including AI, cloud
infrastructure, and data analytics and the Board remains confident in
delivering sustainable long-term value for shareholders. The outlook for the
Group is set out in more detail in the Chairman's Statement and Chief
Executive Officer's Report below.
Temporary suspension and restoration of listing
As previously announced, the Company's shares were temporarily suspended from
listing following a delay in the publication of its FY25 audited results. This
delay was principally due to the planned operational transition from the
Company's Bangalore facility to Cape Town, which encountered unforeseen
complexities. Further detail on this delay is included within the Chief
Executive Officer's Report.
Following the publication of its FY25 results, the Company will now apply to
the FCA for restoration of its listing and will provide further details in due
course.
Commenting on the FY25 Results, Toine Knipping, Non-Executive Chairman of
AMIF, said: "This past year has been a period of significant achievement for
AMIF, marked by steady operational and financial growth. We have strategically
expanded our global presence with the opening of AFS Dubai and successfully
integrated capital markets capabilities into the Group's platform which will
allow us to offer more comprehensive solutions across our range of services.
"The asset management industry's drive for enhanced customer protection
through increased regulation continues to be a powerful catalyst, directing
more participants to outsource to established specialists like AMIF. This
trend, coupled with strong performances in Business Process Outsourcing and
Governance and Compliance Services, led to improved growth in both margins and
gross profits.
"Another important development during the past twelve months was the opening
of an additional fund administration back office in Cape Town, South Africa.
This will enable the business to better serve our clients in European and
Latam time zones, as we continue to grow the number of funds we service during
the current financial year."
For further information please contact:
Amicorp FS (UK) Plc Via Burson Buchanan
Toine Knipping, Non-Executive Chairman
Chi Kin Lai, Chief Executive Officer
Zeus (Broker) Tel: +44 (0) 20 3829 5000
Martin Green / Louisa Waddell (Investment Banking) www.zeuscapital.co.uk (http://www.zeuscapital.co.uk)
Media enquiries: Tel: + 44 (0) 20 7466 5000
Burson Buchanan (Financial Communications) AmicorpFS@buchanan.uk.com (mailto:AmicorpFS@buchanan.uk.com)
Henry Harrison-Topham
Simon Compton
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), family offices and corporates to
provide specialised services across global markets. AMIF provides local and
global expertise to over 330 active funds and overseeing assets under
administration (AUA') totaling approximately US$6 billion. The Capital Market
business now supports over 30 clients on its platform which represents new
services offered by the Group in 2025.
AMIF provides a comprehensive and tailored range of services which are all
underpinned by market 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: Capital Market services (which include structuring
support, issuance coordination, administration, and fiduciary
responsibilities), 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/)
Please note that the financial information within this announcement does not
constitute the financial statements.
Chairman's Statement
Overview
I am pleased to present AMIF's Annual Report for the year ending 31 December
2025, marking a year of continued operational progress and strategic
advancement as the Group builds on its post-listing trajectory.
Throughout the year, AMIF has focused on strengthening client engagement,
expanding its service offering, and enhancing its global operating platform.
These efforts position the Group to respond effectively to the increasing
complexity of the asset management landscape while maintaining a disciplined
and scalable operating model.
Results overview
FY25 has been a year of strong financial performance, supported by revenue
growth of 8.1% to US$16.9 million (FY24: US$15.6 million), alongside
significant margin expansion and improved profitability.
Gross profit increased by 7.0% to US$10.5 million, with margins reducing
slightly from 63.0% to 62.3%, reflecting the scalability of the Group's
capital-light model and continued operational efficiencies. EBITDA increased
by 77.3% to US$2.2 million, driven in part by disciplined cost management and
growth in BPO and G&C service lines.
The Group continues to benefit from structural industry trends, including the
increasing outsourcing of middle- and back-office functions and sustained
demand for cross-border investment structures. These dynamics contributed to
growth in the Group's client base, with the number of active funds increasing
to 331 during the year.
Strategic and operational progress
A key development in FY25 has been the expansion and integration of capital
markets services into the Group's platform, representing a strategic extension
of AMIF's offering. This enables the delivery of more comprehensive solutions
through fund administration, corporate services, and capital markets
transactions.
These services extend the Group's capabilities to include structuring support,
administration, and lifecycle management of capital market instruments,
including securitisation vehicles, structured products, and private placement
structures. These activities remain administrative in nature and do not
involve underwriting, market-making, or balance sheet exposure.
The Group has also continued to strengthen its global footprint. The official
opening of its office in the Dubai International Financial Centre ('DIFC')
represents a significant step in expanding its presence in a key financial hub
and enhances its ability to serve clients across the Middle East, Asia, and
emerging markets.
Operationally, AMIF has invested in its platform to support growth and
resilience. This includes the establishment of an additional fund
administration back office in Cape Town, improving business continuity and
enabling more effective servicing of clients across European and Latin
American time zones.
Business and operating environment
The asset management industry continues to undergo structural change. Fee
compression, driven by the growth of passive investment products, is placing
pressure on traditional revenue models, while operating costs continue to
increase due to regulatory complexity, technological requirements, and
investment in data and automation capabilities.
These dynamics are particularly pronounced for small and mid-sized asset
managers, many of whom are increasingly outsourcing operational functions to
maintain profitability and scalability. At the same time, the cost and time
required to establish investment structures continue to increase, reinforcing
demand for efficient, ready-to-deploy solutions.
AMIF is well positioned within this environment, supported by its
capital-light model, high-margin service lines, and ability to deliver
specialised, cross-border solutions tailored to complex client requirements.
Responsible business and portfolio discipline
In an increasingly complex geopolitical environment, the Group applies a
disciplined, risk-based approach to client acceptance and portfolio
management, including enhanced due diligence in jurisdictions affected by
conflict or heightened geopolitical risk.
Where relevant, the Group reviews its portfolio to ensure that it does not
support or facilitate operating businesses that may directly or indirectly
benefit from such activities. As part of this approach, exposure to
higher-risk jurisdictions is carefully managed and, where appropriate, limited
to passive investment structures.
In the context of the ongoing Ukraine conflict, the Group has maintained
limited exposure to Russian or Ukrainian ultimate beneficial owners. Where
such relationships exist, they are typically based in other jurisdictions and
relate to passive investment activities. This approach has not resulted in any
material disruption to the Group's operations or client base.
Board composition and governance
During 2025 the Board comprised of a Non-Executive Chair, two independent
Non-Executive Directors and three executive Directors.
In January 2026 Stephen Wong the CFO left the Company having been headhunted
into another opportunity. The finance function is now led by Shane Anderson, a
SAICA Chartered Accountant with over 25 years of audit and accounting
experience in the UK and South Africa.
In March 2026, Robin Hoekjan, the Group's COO was also headhunted into another
opportunity and the Company is actively searching for a replacement.
The Board now comprises a Non-Executive Chair, two Independent Non-Executive
Directors and one Executive Director.
Accounts Filing Delay
The accounts were filed late this year due to administrative issues caused by
a transition of the finance function from Bangalore to Cape Town leading to a
temporary loss of staff during the transition. The Board takes this matter
very seriously and has taken remedial action. This matter is now fully
resolved. More details are provided in the Chief Executive Officer's Report.
Outlook for 2026
Global markets continue to face geopolitical and economic uncertainty.
Investment momentum has moderated, and asset managers are increasingly focused
on cost optimisation, operational efficiency, and strengthened risk management
frameworks.
These conditions are accelerating demand for outsourcing, automation, and
technology-enabled solutions. At the same time, asset managers, family
offices, and financial institutions continue to seek flexible, cost-efficient
structures in reputable jurisdictions with efficient time-to-market.
AMIF remains well positioned to capitalise on these trends. The Group's
expanded platform, including its capital markets capabilities and global
structuring solutions, enables it to deliver scalable, integrated services
across jurisdictions.
The Group also recognises the importance of continued investment in
technology, including automation and artificial intelligence, to enhance
operational efficiency, support increasing transaction volumes, and maintain
its competitive position. The Group will continue to monitor relevant
technological developments and industry trends, including advancements in data
analytics, cloud-based infrastructure, cybersecurity frameworks, digital
transformation initiatives, and emerging applications of agentic artificial
intelligence, and will assess potential opportunities for adoption in a
prudent and disciplined manner, taking into account operational requirements
and risk considerations.
During the year the Group was granted approval by the Dubai Financial Services
Authority ("DFSA") to provide fund administration services to funds
established in the Dubai International Financial Centre ('DIFC'). With a
diversified global presence, a growing client base, and a proven ability to
scale efficiently, AMIF believes it is well positioned to deliver sustainable
growth and long-term value for shareholders.
Closing remarks
On behalf of the Board, I would like to thank our management team and
employees for their continued dedication, professionalism, and commitment to
delivering for our clients. I also extend my appreciation to our shareholders
for their ongoing trust and support.
We look forward to building on this progress in the year ahead.
Toine Knipping
Chairman
1 June 2026
Chief Executive's Statement / Operating Review
Introduction
In FY25, we made progress and reinforced our reputation as an independent
provider of fund administration, corporate, and fiduciary services for
alternative investments and capital markets. As regulations and investor
expectations grow, fund administrators are more vital than ever.
Market and industry overview
The operating environment for the Group remained challenging in FY25 caused by
slow fund-raising activities and geo-political uncertainties, such as tariff,
trade wars and related economic factors.
The 2025 Annual Global Private Market Fundraising Report by PitchBook,
released in March 2026, provides validation for several industry trends.
Firstly, the largest, branded funds consistently succeeded in raising capital.
Secondly, emerging managers and mid-sized managers encountered considerable
challenges. Meanwhile, private credit and infrastructure strategies continued
to receive strong inflows. Fundraising timelines in 2025 lengthened, resulting
in funds taking longer to come to market than in preceding years.
Revenue generation is contingent upon the effective fundraising and deployment
of funds and investment vehicles. Prolonged fundraising periods can postpone
the collection of ongoing fees and elevate the risk of client attrition,
thereby contributing to slower revenue growth, especially within the Group's
client base of emerging and mid-sized managers. Despite these challenges the
Group achieved an increase in Fund Administration revenue of 3.6% compared to
prior year.
Extension of our services
In response to challenging global economic environment, we have extended our
services offerings to include capital markets, which complement our fund
administration offering. In 2025, we enhanced our capabilities to better
support issuers, investment vehicles, and structured products through improved
transaction execution, SPV administration, loan and debt servicing, and
listed-entity reporting. These advancements enable us to serve clients across
the entire capital markets lifecycle - encompassing entity formation,
governance, settlement, compliance, and investor reporting. By integrating
these functions, we provide a cohesive service model that aligns with the
increasing demand for independent, transparent, and technology-enabled
solutions in today's complex capital markets environment.
Streamlining of sales resources
The Group serves a diversified client base across numerous international
jurisdictions, including traditional fund domiciles like Cayman Islands, BVI,
RAIF as well as regions with significant investment and investment management
activity like Singapore, Hong Kong and Luxembourg. To meet the needs of its
clients, the Group maintains operations in 18 strategically chosen locations
around the world, encompassing all principal time zones within MEAI, Europe,
Central Asia, and Latin America.
The Group strategically redeployed its sales resources to align with current
market conditions, thereby enhancing the efficiency and reach of its
commercial opportunities across various markets. In addition, the Group is
committed to fostering the development and recognition of internal talent,
particularly among relationship managers in global offices. Targeted
on-the-job training and development initiatives are being implemented to
strengthen their professional capabilities and enable them to identify and
capitalise on emerging sales opportunities.
The Group organises events and networking sessions with clients and partners
to promote knowledge sharing and support community development. The Group
collaborates extensively with fund platforms, intermediaries, and professional
service providers to drive business expansion. It maintains efficient
relationships with asset management licensed entities within the Amicorp Group
in Dubai, Barcelona, and Singapore, facilitating integrated sales initiatives
across key financial centers which resulted in 6 new wins during the year.
License development
As at the beginning of 2025, the Group had licenses in the following
jurisdictions:
· Hong Kong - TCSP
· Astana
· Luxembourg
· Malta
· Chile
Within the Gulf Cooperation Council ('GCC') and the United Arab Emirates, the
Dubai International Financial Centre ('DIFC') has emerged as a leading
regional financial hub, attracting global family offices, asset managers, and
institutional investors from Europe and Asia. With its strategic geopolitical
location, comprehensive regulatory environment, and pro-business policies,
DIFC is a key element of the international financial ecosystem, especially as
global capital flows increasingly shift toward emerging markets. In October
2025, the Group was officially granted a fund administration license by the
Dubai Financial Services Authority ('DFSA'), thereby becoming a licensed fund
administrator in Dubai.
In January 2025 the Group incorporated an entity in South Africa and is
currently applying to the Financial Sector Conduct Authority ('FSCA') for a
Category 1 Financial Services Provider license, which permits the provision of
intermediary and administrative services in respect of financial products.
The application is at an advanced stage and is expected to be granted during
FY26.
Operation efficiency, automation and AI
The Group's global presence is facilitated by its centralised operations
office structure. The company operates offices in Mauritius, Bangalore and
Davao. In FY25, the Group established a central operations office in Cape
Town, to better serve clients across Europe and Latin America.
As a result, the Group benefits from a broad talent pool, multicultural teams,
and multilingual support, enabling comprehensive, 24-hour service coverage.
The Group maintains its core competitive advantage by offering scalable and
flexible operations that can be adapted to evolving business requirements,
seasonal fluctuations, and opportunities for growth.
Automation and artificial intelligence are increasingly vital for global fund
administrators due to escalating data complexity, more stringent regulatory
requirements, accelerated reporting demands, and the need to scale operations
efficiently without corresponding increases in costs.
The Group has continuously implemented automation in its operational
processes, keeping pace with technological advancements in the market. This
ongoing commitment has enabled the reduction of manual intervention, minimised
errors, and facilitated robust consistency checks throughout its workflows. By
embracing innovative solutions, the Group ensures greater efficiency and
reliability across its global operations.
While automation streamlines repetitive, rule-based processes by following
fixed logic, artificial intelligence ('AI') represents a significant leap
forward for business operations. AI differs fundamentally from automation in
its capacity to learn from data, adapt to changing circumstances, and handle
complex tasks that require interpretation and decision-making. This
adaptability makes AI particularly well-suited to addressing challenges where
traditional automation would struggle, such as analyzing unstructured
information or responding to unpredictable scenarios.
We seek suitable AI solutions to establish an AI-integrated layer
incorporating advanced technologies such as Optical Character Recognition
('OCR'), Natural Language Processing ('NLP'), legal clause classification
models, and financial classification models. These AI tools will streamline
the collection, input, cleansing, and preparation of external data from
various sources and formats, transforming it into structured formats
compatible with our fund administration systems. Furthermore, AI-driven
machine learning matching algorithms may be deployed to facilitate efficient
reconciliation of substantial volumes of transactions, accounting records, and
reconciliations.
For example, fund administrators manage legal and financial documents like
PPMs, side letters, and limited partner agreements. Manual configuration of
investor rights, restrictions, and financial requirements in fund
administration systems is time-consuming. AI tools using NLP and legal clause
classification can quickly extract essential terms, convert them to structured
data, and streamline setup with improved accuracy.
South Africa operational expansion
During FY25, the Group further strengthened its operational platform through
the expansion of its Cape Town office, establishing it as a key global
delivery hub supporting both the Fund Administration and Capital Markets
business, enhancing scalability and cross-regional service delivery.
As part of this expansion the Group engaged in an initiative to transfer the
finance function from Bangalore and centralize it in Cape Town to benefit from
a highly qualified resource pool better equipped to meet the reporting and
regulatory demands of a UK listed company. Whilst it was planned to ensure a
smooth transition by running both locations in parallel for a period there
were earlier than planned departures in the Bangalore team resulting in
temporary administrative challenges. These challenges caused delays in the
conduct of the audit resulting in a delay in the issuance of the annual report
and audited financial statements and a temporary suspension in the Company's
ordinary shares The new team in Cape Town are now fully staffed and
operational and we have complete confidence in their ability to manage this
critical function in the group.
Use of IPO proceeds
The Group's IPO in June 2023 raised US$16.2 million before expenses, including
US$6.5 million allocated to projects aimed at future benefits. Management
regularly reviews project progress and resource use to ensure alignment with
objectives and optimize flexibility. 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 - FY24 Update - FY25
IT expenses related to automation process, including licensing fee and US$203k further deployed towards development of digital onboarding portal US$9k further deployed towards tracking of client queries and the enhancement
consultancy fee (US$1 million) (i.e. AMI-GO) and NAV automation of NAV workflows
Depositary lite license in Luxembourg Management continued assessing market demand for depositary services while Management continued assessing market demand for depositary services while
evaluating the appropriate timing to proceed with the license application evaluating the appropriate timing to proceed with the license application
(US$1 million)
Expansion of &C services (US$1 million) US$299k deployed towards team expansion, development of an online AML/CFT US$52k deployed towards expansion of team
e-learning tool and an AML/CFT framework documentation service
Setting up licensed fund administration in strategic markets (US$1 million) US$80k deployed towards opening of Kazakhstan office; in-principle approval License application process in UAE (US$6k) and South Africa is ongoing
was given for license application in UAE (refer to Market Expansion section)
Expansion of sales team in strategic locations US$811k further deployed towards increasing salesforce US$783k further deployed towards increase in salesforce
(US$1.7 million)
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. This emphasis has
seen the Group maintain its gross profit margin over 60% during the year as a
result.
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 360 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 further concentration risk 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 2025, AMIF had circa US$ 3.5 million (2024: US$3.1 million)
cash on hand whilst remaining debt free. The Group continues to allocate the
IPO proceeds towards IT investments and business developments. This includes
expanding the sales team, obtaining new licenses and expanding the Group's
G&C services division.
People/workforce/employees
Senior management change
Effective 29 January 2026, Tat Cheung (Stephen) Wong stepped down as Group CFO
and Executive Director, with Shane Gordon Anderson taking over the finance
function. Shane, a SAICA Chartered Accountant with over 25 years of audit and
accounting experience in the UK and South Africa, previously served as Finance
Director at a fintech company and Head of Finance at a multinational fund
services firm.
Effective 6 March 2026, Robin Hoekjan stepped down as Group COO and Executive
Director. The Group has started the process for a replacement and will update
the market in due course.
Employee summary
The following table summarises the Group's employees by geographical location
as at each year end:
FY25 FY24
Chile 11 13
Hong Kong 4 8
India 20 35
Mauritius 5 11
Luxembourg 12 12
Philippines 82 115
South Africa 20 -
Others 17 24
Total Group headcount 171 218
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 because 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.
Outlook
Looking ahead to 2026, the Group recognises that heightened geo-political
tensions are likely to introduce significant uncertainties into the market
environment. Although the long-term outlook for the global economy remains
broadly positive, these developments are expected to elevate investment risks
and prompt investors to adopt a more conservative stance. As investment flows
tend to directly influence the Group's business, such caution among investors
could impact both the volume and nature of new mandates, requiring the Group
to adapt its strategies accordingly.
The Group's global footprint enables us to effectively diversify risk, as our
presence across multiple markets helps to mitigate the impact of localised
economic or political disruptions. Furthermore, the expansion of our service
offering in capital markets provides an additional layer of diversification to
our revenue streams, reducing dependence on any single business line or
geographic region. This strategic approach strengthens the Group's resilience
and supports sustainable long-term growth.
While diversification assists in mitigating business risk and stabilising
revenue streams, overall growth remains closely tied to fundraising efforts,
evolving regulatory frameworks, and ongoing demand for cross-border investment
structuring. Consequently, the Group exercises continuous oversight of global
developments and actively seeks opportunities to expand its investor base,
thereby fostering sustained advancement within a challenging market landscape.
The Group is committed to investing in technology to boost efficiency and
service quality. We regularly explore AI applications for operational
workflows, fund administration, compliance, and data analysis. Our IT
infrastructure is continually reviewed to improve client experience and
internal operations.
Through these strategic advancements, the Board is committed to ensuring the
Group's sustained growth and operational strength. The ongoing implementation
of key initiatives is intended to improve efficiency, facilitate margin
recovery, and deliver value to stakeholders as the Group responds proactively
to changing market conditions.
Kin Lai
Chief Executive Officer
1 June 2026
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
FY25 FY24
Number of funds at start of year ((1)) 294 365
New Funds 142 22
Funds terminated (105) (36)
Adjustment of opening funds - (57)
Number of funds at year end ((2)) 331 294
((1) The comparative from FY24 was shown as 501 in the Annual Report
last year. The difference of 136 funds relates to a change in the way the
Group monitors this KPI. Previously all funds which had signed a preliminary
letter of engagement were included even if the fund had not yet been
onboarded. The Group now tracks the number of funds which have been onboarded
and are waiting to be launched as well as active funds.)
((2) In the prior year the number of funds at year end was 567 the difference of 273 funds is for the same reason as (1) above)
The number of active funds has grown organically at an annualised rate of
12.6% , reflecting the continued momentum from the investment in its
salesforce as well as the ability of the group to leverage new client
introductions 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.
While the growth in the number of new wins is in line with management's
expectation arising from the investment in the Group's salesforce, the Group
experienced an increase in the level of terminations in 2025 which arose from
the following:
· Withdrawal of investors' commitment or investment owing to
unfavorable 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.
Funds in the launching phase have increased by a net of 8 funds during the
year with 27% of the launching funds at the start of the year converting to
active, offset by terminations of launching funds.
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 fund launch is influenced by external factors like fund raising
capability of fund managers, approval process of relevant authorities,
economic conditions and market sentiment.
The total number of funds represents the adjusted position after removing
funds from the reporting that never went live (the 'Clean-up') in H1-2025 The
Clean-up was part of a strategic housekeeping exercise to reduce resource
consumption and compliance burden tied to inactive funds, improve transparency
of reporting, and shift management's focus toward active and
revenue-generating mandates.
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:
2025 2024
US$'000 US$'000
Payroll and remuneration costs 9,741 9,067
Revenue 16,881 15,616
Payroll and remuneration costs as a percentage of revenue
57.7% 58.1%
Payroll and remuneration costs increased by US$674k, or 7.4%, to US$9.8
million in FY25, compared to US$9.1 million in FY24. The major
incremental payroll and remuneration costs represents the expansion of the
Capital Market business, contributing an additional US$408k in FY25.
The Group continues to invest in senior sales employees to strengthen outreach
to potential customers in key strategic locations, including Hong Kong,
Singapore, Luxembourg and Brazil. Operations and compliance teams have been
reinforced to support new business opportunities from ongoing sales and
marketing efforts, alongside local fiscal, tax and economic reforms.
This expansion remains essential to building a robust pipeline for future
organic growth. Consistent with the IPO strategy, investment in human capital
will continue. While it has created short-term pressure on profitability, the
Board regularly reviews performance to ensure long-term sustainable growth and
competitiveness.
Operational efficiency
Operational efficiency is another key metric the Group regularly reviews 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'):
FY25 FY24
Number of funds 331 294
Number of Fund Operational Employees 57 66
Number of funds per Operational Employee 5.8 4.5
The number of funds handled by each Operational Employee has increased from
4.5 in 2024 to 5.8 in 2025. 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 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 2025
2025 2024
US$'000 US$'000
Revenue 16,881 15,616
Payroll and remuneration costs (9,741) (9,067)
Rent and occupancy (749) (602)
Professional fees (1,820) (1,789)
IT expenses (636) (657)
Foreign exchange gain / (loss) 273 (239)
Other operating expenses (2,034) (2,036)
EBITDA 2,174 1,226
Other gains - 53
Other income 64 128
Interest income 286 101
Finance costs (73) (49)
Depreciation and amortisation expenses (336) (406)
Profit before income tax 2,115 1,053
Income tax expense (582) (353)
Net profit for the year 1,533 700
Earnings per share ('EPS')
Basic and diluted EPS increased to US$1.28 cents in FY25 from US$0.58 cents in
FY24.
Organic Business Performance
Revenue
Revenue by operating segments for the year ended 31 December.
2025 2024
US$'000 US$'000
Fund administration 7,913 7,901
Business process outsourcing 7,101 6,084
Governance and compliance 1,867 1,631
Total 16,881 15,616
Revenue for FY25 increased to US$16.9 million, representing an 8.1% increase
compared to US$15.6 million in FY24 driven by the following:
Fund administration Fund administration revenue remained in line with prior
year at US$7.9 million which reflects resilient underlying activity despite a
challenging market environment . Although there was an increase in the number
of active funds compared to the prior year most funds that transitioned to
active status did so later in the period, while the beginning of the year saw
increased fund closures and terminations as investors redeemed from or
withdrew interest in operating funds amid ongoing market uncertainty. Fund
launch activity remained subdued, with persistently elevated inflation
continuing to weigh on investor sentiment and constrain fundraising efforts.
BPO Services revenue grew strongly by 16.7% to US$7.1 million in FY25 (FY24:
US$6.1 million). The increase was primarily driven by the inclusion of revenue
from Capital Markets contracts that were novated from the Amicorp Group in
April 2025. This incremental revenue more than offset the loss of the
Portfolio Services revenue, which was only recognised up to June 2025
following the termination of this outsource the Amicorp Group. In addition,
the business delivered modest organic growth over the course of the year.
While the combined impact of Capital Markets and Portfolio Services revenue
contributed to the increase in FY25, the revenue growth is anticipated to
normalise in FY26.
G&C Services revenue increased by 14.5% to US$1.9 million in FY25 (FY24:
US$1.6 million), reflecting the Group's strategic focus on expanding
AML-related and directorship services as complementary offerings to its fund
administration clients. During FY25, the Group prioritized resources toward
targeted investment funds domiciled in Hong Kong, Luxembourg and the Cayman
Islands, aiming to capitalise on the growing demands arising from the
fast-changing regulatory requirements. While these services were primarily
provided to existing clients, the Group has taken steps to broaden its reach
by introducing new offerings, such as AML/CFT e-learning tool and AML/CFT
framework documentation services, with the potential for expansion as
stand-alone services to external clients over the longer term.
Revenue by geography for the year ended 31 December
2025 2024
US$'000 US$'000
LatAm 2,371 2,366
Europe 5,260 3,984
MEAI(1) 9,250 9,266
Total 16,881 15,616
(1) MEAI refers to geographical region of Middle East, Asia and India.
The Group's geographical revenues from the business remained largely
consistent across FY24 and FY25 with a larger increase in Europe attributed to
the spread of the Capital Markets business across the regions.
Such movement is in line with the Group's expectations and supports its
long-term business goals by reducing the impact of short-term market
volatility. By maintaining a balanced geographical revenue mix, the Group
ensures its portfolio benefits from the growth potential of different regions
over time while mitigating country-specific risks, sector-specific challenges,
and everyday competitive pressures.
Divisional Performance Review
For the year ended 31 December 2025 ('FY25')
Fund Administration Business Process Outsourcing Governance and Compliance Total
US$'000 US$'000 US$'000 US$'000
Revenue 7,913 7,101 1,867 16,881
Direct staff costs (3,407) (1,863) (637) (5,907)
Other direct costs (453) - - (453)
Gross profit 4,053 5,238 1,230 10,521
Gross profit margins 51.2% 73.8% 65.9% 62.3%
For the year ended 31 December 2024 ('FY24')
Fund Administration Business Process Outsourcing Governance and Compliance Total
US$'000 US$'000 US$'000 US$'000
Revenue 7,901 6,084 1,631 15,616
Direct staff costs (3,290) (1,296) (662) (5,248)
Other direct costs (531) - - (531)
Gross profit 4,080 4,788 969 9,837
Gross profit margins 51.6% 78.7% 59.4% 63.0%
Fund Administration maintained a stable gross profit margin of 51.2% in FY25
(FY24: 51.6%), demonstrating resilience in a challenging market environment,
while still delivering a modest increase in revenue.
The BPO segment delivered the largest increase in revenue, rising by US1.0m,
at a reduced profit margin of 73.8% in FY25 (FY24: 78.7%). This growth was
driven by the Group's expansion of its client base beyond traditional fund
structures, through the onboarding of more than 30 new mandates novated from
the Amicorp Group, primarily relating to capital market participants,
following the common control acquisitions completed in FY24.
This diversification strengthens the Group's position as a one‑stop solution
provider, broadens its revenue base, and reduces reliance on fund launches
alone. The enhanced service capability demonstrates management's strategic
focus on capturing a wider spectrum of financial instruments and client types.
The G&C segment delivered a gross profit margin of 65.9% in FY25 (FY24:
59.4%) following a 14.5% increase in revenue. The strategy remains to expand
this service across existing clients and the new jurisdictions further
enhancing margins through continued focus on cost discipline, and the
realisation of synergies from the FY24 acquisitions and recent team
expansions.
The Group's overall gross profit margin was 62.3% in FY25 (FY24: 63.0%), with
the slight reduction primarily attributable to the BPO segment. Overall,
margins continue to reflect strong operational leverage and growth.
Payroll and remuneration costs
Payroll and remuneration costs increased by 7.4% from US$9.1 million in FY24
to US$9.7 million driven by an increase in direct staff costs of $410k related
to additional staff in BPO responsible for Capital Market services.
Please refer to non-IFRS KPIs section above for details of movement of payroll
and remuneration costs.
Rent and occupancy
Rent and occupancy costs increased by 24.4%, to US$749k in FY25 (FY24:
US$602k).
This line item includes costs recharged by Amicorp Group for subletting and
property services provided to the Group under various intercompany service
agreements. The increase was largely due an increase in costs charged for
offices such as Singapore and Brazil due to team size.
Professional fees
Professional fees of US$1.8 million in FY25 were in line with prior year
(FY24: US$1.8 million).
Professional fees primarily comprise accounting, audit and tax compliance
service fees for certain subsidiaries of the Group, legal fees for licensing
applications and legalisation of documents, as well as professional
outsourcing relating to ordinary business operations.
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 FY24 to US$636k in FY25. 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 remained stable at US$2.0 million in FY25 (FY24: US$2.0 million).
Other operating expenses consist of sales and marketing expenses, travelling
expenses, statutory fees, office expenses, bad debts and other administrative
expenses.
The current year included US$400k of irrecoverable VAT FY24 (US$:0) partially
offset by a reduction in bad debts of US$110k, a once off impairment charge of
US$137k that was recorded in FY24. The Group continued its marketing efforts
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 however a reduced
number of sales staff compared to FY24 and improved cost discipline achieved
resulted in a reduction of $190k in these costs during the year. Excluding
these items, the underlying expense base remained broadly stable year on year.
As is customary for professional services firms, the Group continued to
purchase Professional indemnity insurance to protect the business.
Foreign exchange gain (loss)
During the current year, the Group recorded a net foreign exchange gain of
$273k compared to a net loss of $239k in the prior year. These amounts relate
to realised and unrealised transactional foreign exchange differences arising
from the settlement of foreign currency transactions and the retranslation of
monetary assets and liabilities at the reporting date.
Income tax expense
Income tax expense increased in FY25 to US$582k (FY24: US$353k), primarily due
to the growth in taxable profit and the write off of Deferred tax assets that
had been brough forward from prior year.
As a result, the Group's effective tax rate as a percentage of profit before
income tax in FY25 was 27.5% (FY24: 33.5%). The Group has accumulated unused
tax losses of US$11.8 million for which no deferred tax assets have been
raised (FY24: US$8.1 million). Such tax losses, if utilised, could benefit the
tax position of the Group in the future.
Kin Lai
Chief Executive Officer
1 June 2026
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
Note(s) 31 December 31 December
2025 2024
US$'000 US$'000
Revenue 5 16,881 15,616
Payroll and remuneration costs 7 (9,741) (9,067)
Rent and occupancy (749) (602)
Professional fees (1,820) (1,789)
IT expenses (636) (657)
Depreciation expenses (336) (406)
Foreign exchange gain / (loss) 273 (239)
Net impairment loss on financial assets (287) (520)
Other operating expenses 6 (1,747) (1,516)
Operating profit 1,838 820
Other gains - 53
Other income 64 128
Interest income 286 101
Finance costs (73) (49)
Profit before income tax 2,115 1,053
Income tax expense 9 (582) (353)
Net profit after tax 1,533 700
Earnings per ordinary shares (Note 25)
US$ US$
Cent Cent
Basic EPS 1.28 0.58
Diluted EPS 1.28 0.58
Consolidated statement of total comprehensive income
2025 2024
US$ '000 US$ '000
Net profit after tax 1,533 700
Other comprehensive gain
Foreign currency translation 203 380
Total comprehensive income for the year 1,736 1,080
Consolidated statement of financial position
as
at 31 December
Note(s) 2025 2024
US$ '000 $ '000
Non-current assets
Property, plant and equipment 10 72 132
Intangible assets 45 69
Right of use assets 16 210 411
Investments 88 83
Deferred tax assets 134 213
549 908
Current assets
Trade receivables 11 3,778 2,806
Other receivables, deposits and prepayments 12 2,344 991
Cash and cash equivalents 13 3,706 3,205
Amounts receivable from related companies 21 452 -
Income tax receivable 9 352 -
10,632 7,002
Total assets 11,181 7,910
Current liabilities
Trade payables 14 925 395
Accrued payroll and employee benefits 17 838 818
Other payables and accruals 15 2,112 976
Lease liabilities 16 147 246
Amounts due to related companies 21 - 193
Income tax payable 9 603 387
4,625 3,015
Net current assets 6,007 3,987
Total assets less current liabilities 6,556 4,895
Non-current liabilities
Lease liabilities 16 94 216
94 216
Total liabilities 4,719 3,231
NET ASSETS 6,462 4,679
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
Note(s) 2025 2024
Equity
Share capital US$ '000 US$ '000
Share premium 7,188 5,989
Foreign exchange reserves 207 4
Merger reserves (1,226) (1,273)
Retained earnings / (Accumulated losses) 172 (161)
Total equity 6,462 4,679
Consolidated statement of changes in equity
Share Capital Share premium Forex translation Merger reserves Accumulated losses Total
US$ '000 US$ '000 US$ '000 US$ '000 US$ '000 US$ '000
As at 1 January 2024 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 capital Share premium Forex translation Merger reserves Retained earnings Total
US$ '000 US$ '000 US$ '000 US$ '000 US$ '000 US$ '000
As at 1 January 2025 120 5,989 4 (1,273) (161) 4,679
Share issue as dividend 1 1,199 - - (1,200) -
Merger reserve additions and eliminations ¹ - - - 47 - 47
Profit for the year - - - - 1,533 1,533
Foreign currency translation 203 - 203
As at 31 December 2025 121 7,188 207 (1,226) 172 6,462
(¹ ) (The purchase price of the common control acquisition that took place
in the prior year was finalised during FY25.)
consolidated Statement of cash flows
2025 2024
US$ '000 US$ '000
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax 2,115 1,053
Adjustments for:
Depreciation of property, plant and equipment 75 92
Amortization of intangible assets 45 39
Depreciation of right of use assets 218 275
Recognition of doubtful debt provision 246 219
Bad debt 41 151
Provision for impairment of other receivables 306 150
Finance costs 73 49
Foreign exchange (gains) / losses - 239
Other gains (273) (53)
Cash generated from operations before working capital changes 2,846 2,214
Cash generated from operations
Increase in trade receivables (1,065) (290)
Increase in other receivables, deposits and prepayments (1,536) (440)
Increase in amounts due from related companies (423) (1,184)
(Decrease)/Increase in accrued payroll and employee benefits (6) 246
Increase in trade payables 501 232
Increase / (decrease) in other provisions and payables 1,072 (41)
Cash (used in) / generated from operations (1,457) 737
Income tax paid to tax authorities
Income tax paid to tax authorities (609) (336)
Net cash flows generated from operating activities 780 401
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (35) (55)
Net cash flows used in investing activities (35) (55)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of principal portion of lease liabilities (261) (267)
Finance costs (50) (49)
Net cash flows used in financing activities (311) (316)
Movement in cash and cash equivalents for the year
NET INCREASE IN CASH AND CASH EQUIVALENTS 434 30
Cash and cash equivalents at beginning 3,205 3,163
Foreign exchange difference 67 12
CASH AND CASH EQUIVALENTS AT END OF YEAR 3,706 3,205
Notes to accounts
1. GENERAL
These annual financial statements are the audited consolidated financial
statements for Amicorp FS (UK) Plc and its subsidiaries.
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
in 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
organization 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. 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$4.5 million, settled through the
related party receivable balance due from Amicorp Group. These acquired
entities specialize in business process outsourcing and trusteeship
administrative services, and they have been accounted for consistently under
the same merger accounting policies within these consolidated financial
statements, as if they had always existed collectively with the Group prior to
the start of the earliest period presented.
These consolidated financial statements of Amicorp FS (UK) Plc for the year
ended 31 December 2025, have been prepared in accordance with UK-adopted
International Financial Reporting Standards (IFRS), including interpretations
issued by the IFRS Interpretations Committee (IFRIC), and the requirements of
the Companies Act 2006. The accounting policies have been applied consistently
to the comparative figures in these consolidated financial statements.
The consolidated financial statements are presented in thousands of US Dollars
('US$'000') unless otherwise indicated and prepared under the historical cost
convention and based upon the accounting policies disclosed below.
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 2025. 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 2025, 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
· 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
· Amicorp Fund Services (Mumbai) Private Limited (Bangalore Branch)
· Amicorp Fund Services (Cyprus) Ltd
· Amicorp Fund Services Luxembourg S.A
· Administradora Amicorp Peru S.A.C.
· Amicorp Fund Services (AIFC) Limited
· Amicapital Services Limited
· Amicorp Financial Services Philippines, Inc.
· Amicorp Trustees (India) Private Limited
· Amicorp Trustees (India) Private Limited (GIFT SEZ Branch)
· AFS BPO Services SPA
· Amicorp Financial Markets (UK) Ltd
· Amicorp Fund Service (DIFC) Limited
(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 summarized 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 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 2025, the Group had cash and cash equivalents
of US$3.7 million (31 December 2024: US$3.2m million) and net current assets
of US$6.0 million (31 December 2024: US$4.0 million), which the Directors
believe will be sufficient to maintain the Group's liquidity over the going
concern period (i.e. at least 12 months from the date of issue of these
financial statements), including continued investments to meet existing
financial commitments and to deliver future growth.
(d) Functional and presentation currency
Items included in the financial information of each of the Group's entities
are measured using the currency of the primary economic environment in which
the entity operates (the 'functional currency'). The presentational currency
of the Group is United States Dollars ('US$'), and hence the financial
information is presented in US$, unless specified otherwise.
In the individual financial statements of the Group's entities, foreign
currency transactions are translated into the functional currency of the
individual entity using the exchange rates prevailing at the dates of the
transactions. At the reporting date, monetary assets and liabilities
denominated in foreign currencies are translated at the foreign exchange rates
ruling at the reporting date. Foreign exchange gains and losses resulting from
the settlement of such transactions and from the reporting date retranslation
of monetary assets and liabilities are in profit or loss.
Non-monetary items carried at fair value that are denominated in foreign
currencies are retranslated at the rates prevailing on the date when the fair
value was determined and are reported as part of the exchange revaluation gain
or loss. Non-monetary items that are measured in terms of historical cost in a
foreign currency are not retranslated.
In the consolidated financial information, all individual financial statements
of foreign operations, originally presented in a currency different from the
Group's presentation currency, have been converted into US$. 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.
Accounting Policies
3. MATERIAL 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 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
unrealized profits are eliminated in full in preparing the consolidated
financial statements. Unrealized losses are also eliminated unless the
transaction provides evidence of impairment on the asset transferred, in which
case the loss is 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.
Common control 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 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 at
acquisition-date fair value. Subsequent adjustments to consideration are
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 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 noncontrolling interest is adjusted and the
fair value of the consideration paid or received is 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 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 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.
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 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 assets' carrying amount or 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 de. All
other repairs and maintenance are 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:
Asset Useful life
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 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 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 (which equates to fair 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 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:
Amortized 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 amortized cost. Financial assets at amortized cost are
subsequently measured using the effective interest rate method. Interest
income, foreign exchange gains and losses and impairment are in profit or
loss. Any gain on derecognition is 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
amortized 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 realizing 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
amortized 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 amortized costs are initially measured at fair value, net of
directly attributable costs incurred.
Financial liabilities at amortised cost
Financial liabilities at amortized cost including trade and other payables are
subsequently measured at amortized cost.
Gains or losses are in profit or loss when the liabilities are derecognised as
well as through the amortization 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 in profit or loss.
(iv) Effective interest method
The effective interest method is a method of calculating the amortized 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 de when the obligation specified in the relevant
contract is discharged, cancelled or expires.
(f) Revenue recognition
Revenue from contracts with customers is 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 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 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 monthly. However, certain services-such as the
delivery of completed financial statements or specific regulatory reporting
(e.g., tax-related reports)-are 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 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 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 realized 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.
(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
nonmonetary 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 that no longer exists or may have decreased:
· 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) 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.
(k) 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 amortized 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 as set 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 2025 (31 December 2024: same).
Business Process Outsourcing segment includes a contribution of US$1.4m (2024:
US$0.9m) from a single external client for the year ended 31 December
2025.This external revenue alongside revenue from Amicorp Group (See Note 21),
reflects a more concentrated revenue profile in this segment.
Year ended 31 December 2025 Revenue Direct staff cost Other direct costs Gross profit
US$ '000 US$ '000 US$ '000 US$ '000
Fund Administration 7,913 (3,407) (453) 4,053
Business Process Outsourcing 7,101 (1,863) - 5,238
Governance and Compliance 1,867 (637) - 1,230
Total 16,881 (5,907) (453) 10,521
Indirect staff costs (3,834)
Other operating expenses (4,849)
Other gains and income 64
Net finance income 213
Profit before income tax 2,115
Year ended 31 December 2024 Revenue Direct staff cost Other direct costs Gross profit
US$ '000 US$ '000 US$ '000 US$ '000
Fund Administration 7,901 (3,290) (531) 4,080
Business Process Outsourcing 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
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 2025 2024
US$ '000 US$ '000
LatAm 2,371 2,366
Europe 5,260 3,984
MEAI ¹ 9,250 9,266
Total 16,881 15,616
¹ MEAI refers to geographical region of Middle East, Asia and India.
Geographical assets and liabilities
The total assets and liabilities by geographical region are shown as below:
Year ended 31 December 2025 LatAm Europe MEAI ¹ Consolidation elimination Total
US$ '000 US$ '000 US$ '000 US$ '000 US$ '000
Total assets 2,586 5,687 8,131 (5,223) 11,181
Total liabilities 1,887 (4,079) 5,223 1,688 4,719
Year ended 31 December 2024 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
¹ MEAI refers to geographical region of Middle East, Asia and India
6. OTHER OPERATING EXPENSES
Year ended 31 December 2025 2024
US$ '000 US$ '000
Business development expenses (including travelling expenses) 398 584
Statutory fee expenses 73 71
Other overhead expenses 1,276 861
Total other operating expenses 1,747 1,516
Recognition of doubtful debt provision¹ 246 219
Bad debt recognised¹ 41 151
Provision for impairment of other receivables - 150
Net impairment loss on financial assets 287 520
2,034 2,036
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 2025 2024
US$ '000 US$ '000
Employee costs (including directors) comprise:
Wages and salaries 8,049 8,183
Social security costs 537 534
Contributions on defined contribution retirement plans 39 21
Other employment benefits 1,116 329
9,741 9,067
Year ended 31 December 2025 2024
'000 '000
Average monthly number of employees (including Executive Directors) by
function
Sales staff 7 15
Operational staff including production 165 201
172 216
8. PROFESSIONAL FEES
The total professional fees include the group audit fee of US$496k, and such
audit services align with the statutory and listing requirements in the UK and
other relevant jurisdictions where the Group operates.
9. TAX
(a) Income tax expense
This note provides an analysis of the Group's current income tax and deferred
tax.
Year ended 31 December 2025 2024
US$ '000 US$ '000
Current income tax
Current tax on profits for the year 491 294
Deferred income tax
Deferred tax expense for the year (Note 9d) 91 59
Total income tax expenses 582 353
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 2025 2024
US$ '000 US$ '000
Profit before income tax expense 2,115 1,053
Current tax charge at the UK average rate of 25.00% (2024: 25.00%) 529 263
Effects of material amounts that are not taxable/deductible in calculating
income tax: ¹
Recognition/ (use of) brought forward losses unrecognised 80 (24)
Non-deductible expenses 28 22
Non-taxable or deductible items from foreign sources (366) (590)
Losses not recognised 729 1,137
Difference in overseas tax rates² (418) (455)
Income tax expenses 582 353
¹ The financial impact of standard non-deductible items, such as
depreciation and interest expenses, is considered insignificant in the Group,
and hence are excluded form the reconciliation.
² 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% (2024: 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% (2024: 35%) on the
estimated assessable profits of the Group's operations in Malta.
Luxembourg corporate tax has been provided at the rate of 23.87% (2024:
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% (2024: 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% (2024: 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% (2024: 17%) on
the estimated assessable profits of the Group's operations in Singapore.
Chile corporate tax has been provided at the rate of 27% (2024: 27%) on the
estimated assessable profits of the Group's operations in Chile.
Curacao corporate tax has been provided at the rate of 3% (2024: 3%) on the
estimated assessable profits of the Group's operations in Curacao.
Philippines corporate tax has been provided at the rate of 25% (2024: 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% (2024: 25%) on the
estimated assessable profits of the Group's operations in the United Kingdom.
b) Income tax receivable
Year ended 31 December 2025 2024
US$ '000 US$ '000
Current income tax receivable 352 -
352 -
c) Income tax payable
Year ended 31 December 2025 2024
US$ '000 US$ '000
Current income tax payable 603 387
603 387
(d) Deferred tax assets
As at 31 December 2025 2024
US$ '000 US$ '000
Balances as at 1 January 213 298
Deferred tax expense recognised (222) (59)
Tax loss recognition 131 -
Foreign exchange difference 12 (26)
Balances as at 31 December 134 213
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.
(e) Unused tax losses
As at 31 December 2025 2024
US$ '000 US$ '000
Accumulated unused tax losses for which no deferred tax asset has been 11,830 8,077
recognised
Potential tax benefits at effective tax rates in respective years 2,998 2,085
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$284k were utilised in 2025 (2024: US$71k), and remaining
unrecognised tax losses can be carried forward indefinitely for future use.
(f) OECD reforms and developments
On 8 October 2021, 136 countries reached an agreement for a two-pillar
approach to international tax reform ('the OECD agreement'). Amongst other
things, Pillar One proposes a reallocation of a proportion of tax to market
jurisdictions, while Pillar Two seeks to apply a global minimum effective tax
rate of 15%.
Whilst the Group is below the size thresholds for these proposals to apply,
the OECD agreement is likely to see changes in corporate tax rates in a number
of countries in the next few years. The impact of changes in corporate tax
rates on the measurement of tax assets and liabilities depends on the nature
and timing of the legislative changes in each country, which will become known
and certain in the near future.
10. PROPERTY, PLANT AND EQUIPMENT
Machinery and equipment Furniture and fixtures Leasehold improvement Motor vehicles Total
US$ '000 US$ '000 US$ '000 US$ '000 US$ '000
Cost
At 1 January 2025 281 26 306 44 657
Additions 12 1 1 - 14
Written off/disposals -
Exchange differences (16) 5 (2) - (13)
At 31 December 2025 277 32 305 44 658
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
Accumulated depreciation -
At 1 January 2025 217 22 242 44 525
Charge for the year 27 2 46 - 75
Written off/disposals - - - -
Exchange differences (16) 5 (3) - (14)
At 31 December 2025 228 29 285 44 586
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 2025 217 22 242 44 525
Net Book value Machinery and equipment Furniture and fixtures Leasehold improvement Motor vehicles Total
At 31 December 2025 49 3 20 - 72
At 31 December 2024 64 4 64 - 132
There were no tangible assets pledged as security by the Group in the years
ended 31 December 2025 and 2024.
11. TRADE RECEIVABLES
As at 31 December 2025 2024
US$ '000 US$ '000
Trade receivables 4,473 3,232
Less: allowance for doubtful debts (695) (426)
3,778 2,806
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 2025 2024
US$ '000 US$ '000
Up to 3 months 3,006 2,431
3 to 6 months 549 284
6 to 12 months 551 285
Over 1 year 367 232
4,473 3,232
Also, the following is an ageing analysis of trade receivables past due but
not impaired at 31 December:
As at 31 December 2025 2024
US$ '000 US$ '000
Up to 3 months 527 878
3 to 6 months 235 109
6 to 12 months 500 24
Over 1 year 172 30
1,434 1,041
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.
31 December 2025 Up to 3 months 3 to 6 months 6 to 12 months Over 1 year Total
US$ '000 US$ '000 US$ '000 US$ '000 US$ '000
Expected credit loss rate 2.3% 32.8% 44.5% 54.5% 15.5%
Gross trade receivables 3,006 549 551 367 4,473
Loss allowance 70 180 245 200 695
31 December 2024 Up to 3 months 3 to 6 months 6 to 12 months Over 1 year Total
US$ '000 US$ '000 US$ '000 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
12. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS
As at 31 December 2025 2024
US$ '000 US$ '000
Deposits 33 67
Accrued income 641 42
Prepayments and other receivables 1,438 382
Withholding tax receivables - 102
VAT receivables 232 398
2,344 991
Accrued income includes invoices not yet issued as at year end of US$ 603,439.
There are no amounts carried forward from the prior year.
13. CASH AND CASH EQUIVALENTS
As at 31 December 2025 2024
US$ '000 US$ '000
Cash and cash equivalents 3,706 3,205
Cash and cash equivalents are denominated in the following currencies:
As at 31 December 2025 2024
US$ '000 US$ '000
United States dollar 2,410 2,055
Chilean Peso 790 561
INR 46 319
Euro 79 220
Others 381 50
3,706 3,205
14. TRADE PAYABLES
As at 31 December 2025 2024
US$ '000 US$ '000
Trade payables 925 395
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 2025 2024
US$ '000 US$ '000
Current
Other payables and accruals 797 426
Fees billed in advance 1,072 78
VAT payables 69 36
Group audit fee accruals 153 378
Witholding tax payable 21 -
Payment in advance from customers - 58
2,112 976
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$261k in financial year ended 31
December 2025 (US$316k in 2024).
(i) Right of use assets
Office premise Office premise
2025 2024
US$ '000 US$ '000
Cost
At 1 January 961 1,189
Additions 18 71
Disposals - (283)
Exchange differences (7) (16)
At 31 December 972 961
Accumulated depreciation
At 1 January 550 464
Depreciation for the year 218 275
Disposals - (191)
Exchange differences (6) 2
At 31 December 762 550
Net carrying balance as at 31 December 210 411
(ii) Lease liabilities
Office premise Office premise
2025 2024
US$ '000 US$ '000
Cost
At 1 January 462 790
Additions 18 70
Interest expense 23 49
Lease payments (261) (316)
Disposals - (119)
Foreign exchange (1) (12)
At 31 December 241 462
Discounted lease payments are due as follows:
2025 2024
US$ '000 US$ '000
Within one year 147 246
In between one and two years 68 153
In between two and five years 26 63
241 462
Undiscounted lease payments are due as follows:
2025 2024
US$ '000 US$ '000
Within one year 158 267
In between one and two years 66 164
In between two and five years 39 73
Subtotal 263 504
Less: Future finance charges (22) (42)
Lease liabilities 241 462
Disclosed as:
Current 147 246
Non-current 94 216
(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 2025 (2024: same).
17. ACCRUED PAYROLL AND EMPLOYEE BENEFITS
Year ended 31 December 2025 2024
US$ '000 US$ '000
Accruals for wages and social securities 219 515
Wage tax accruals 504 191
Long term services accruals 35 37
Leave accruals 80 75
838 818
18. FEES FOR COMPANY'S AUDITORS AND ITS ASSOCIATES
Year ended 31 December 2025 2024
US$ '000 US$ '000
Fees payable to the Company's auditor and its associates:
Audit of the company and consolidated financial statements 310 433
Audit of the company's subsidiaries 186 126
Total audit services 496 559
Total audit services, audit-related and other assurance services 496 559
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.
As disclosed in Note 20, the Company issued 718,562 additional ordinary shares
of US$0.001 each as a bonus issue to shareholders resulting in a increase in
the total value of share capital to US$120,686.
20. DIVIDENDS
There was no dividend declared during the current financial year ended 31
December 2025.
The Board recognises the value of dividends to shareholders but in order to
preserve cash for on-going growth, the Company intends to return value by way
of a bonus issue to shareholders (the 'Bonus Issue'). The Bonus Issue of
718,562 ordinary shares of US$0.001 each in the capital of the Company (in
aggregate) valued at approximately US$1.2 million based on the share price of
US$1.67, being the closing share price of the Company on 24 September 2025.
Shareholders on the register on 24 September 2025 received the shares pursuant
to the Bonus Issue.
21. RELATED PARTIES TRANSACTIONS
(a) Transactions with Amicorp Group
The following transactions were carried out with related parties who are
members of Amicorp Group.
As at 31 December 2025 2024
$ '000 $ '000
Revenue 2,466 4,342
Rental and remuneration expenses 1,758 1,033
Interest income derived from term deposits 66 76
As at 31 December 2025 2024
$ '000 $ '000
Amounts due from / (to) related parties 452 (193)
Bank balances with Amicorp Bank and Trust 37 10
Term deposits with Amicorp Bank and Trust 1,627 1,846
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. All related party
balance with Amicorp Group are shown net as this reflects the substance of the
respective agreements which management will formalise in the coming year.
(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:
As at 31 December 2025 2024
$ '000 $ '000
Salaries and short-term benefits 837 857
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 2024 and 31 December 2025, 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 1 year or on demand 2-5 years Total undiscounted cash flows Carrying
amount
$ '000 $ '000 $ '000 $ '000
At 31 December
Trade payables 925 - 925 925
Accrued payroll and employee benefits 838 - 838 838
Other provisions and payables 1,040 - 1,040 1,040
Lease liabilities 158 105 263 241
2,961 105 3,066 3,044
Within 1 year or on demand 2-5 years Total undiscounted cash flows Carrying
amount
$ '000 $ '000 $ '000 $ '000
At 31 December 2024
Trade payables 395 - 395 395
Accrued payroll and employee benefits 627 - 627 627
Other provisions and payables 804 - 804 804
Lease liabilities 267 237 504 462
2,093 237 2,330 2,288
(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 2025, the Group recognised a foreign
exchange gain of US$273k (2024: loss of US$239k) in the consolidated income
statement, primarily from the retranslation of USD-denominated intercompany
payables in certain subsidiaries with functional currencies that strengthened
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 minimize 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$88k as at 31 December 2025 (prior
year: US$83k) 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 analyzed 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 amortized 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 amortized 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 amortized 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 2025 2024
$ '000 $ '000
Minimum lease payments for non-cancellable leases:
Within one year 158 449
Later than one year but not later than five years 66 -
Later than 5 years 39 -
263 449
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
2025 (2024: same), and therefore the weighted average number of ordinary
shares are the same for the calculations of both Basic EPS and Diluted EPS.
As at 31 December 2025 2024
Net profit in US$ 1,533,000 700,000
Weighted average number of ordinary shares (basic & diluted) 120,160,929 119,968,000
Basic EPS in USD cent 1.28 0.58
Diluted EPS in USD cent 1.28 0.58
26. EVENTS OCCURRING AFTER THE REPORTING PERIOD
There have been no material subsequent events as of the report date.
- ENDS -
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