REG - Amicorp FS (UK) PLC - Interim Results
Thu 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250925:nRSY7031Aa&default-theme=true
RNS Number : 7031A Amicorp FS (UK) PLC 25 September 2025
25 September 2025
Amicorp FS (UK) Plc
('AMIF', the 'Company' or the 'Group')
Interim Results
Strategic diversification and operational investments underpin continued
momentum
Amicorp FS (UK) Plc, the international specialist fund services group, is
pleased to report its interim results for the six months ended 30 June 2025
('H1-2025' or the 'Period'). The Board remains optimistic about the Group's
ability to sustain this performance level into H2-2025.
H1-2025 Financial Highlights
· Revenue increased by 7.8% to US$9.4 million (H1-2024 restated(1): US$8.7
million). This growth was largely driven by a 11.9% increase in revenue in the
Business Process Outsourcing ('BPO') division to US$4.2 million, which
benefitted from US$512k revenue from the novation of 30+ capital market
mandates from the Amicorp Group. The Governance and Compliance ('G&C')
services division also delivered strong growth with a 7.1% in revenue to
US$1.0 million.
· Businesses acquired in FY24 delivered revenue of US$1.5 million (H1-2024
restated(1): US$1.5 million) and EBITDA of US$700k (H1-2024 restated(1):
US$760k)
· Gross profit of US$6.1 million (H1-2024 restated(1): US$5.8 million) is
equivalent to a 65.3% margin (H1-2024: 66.8%)
· EBITDA of US$2.6 million (H1-2024 restated(1): US$1.8 million) represents a
27.6% margin (H1-2024 restated(1): 20.4%).
· AMIF intends to return value to shareholders by way of a bonus issue, equal to
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 a share price of
US$1.67.
(1)H1-2024 financial information was restated due to common control
acquisitions in FY24, in accordance with merger accounting principles.
H1-2025 Operational Highlights
· Expanded client base with 30+ new mandates related to capital market
participants novated from Amicorp Group, broadening offerings beyond
traditional fund structures reducing reliance on fund launches
· 81 new funds onboarded in H1-2025 (H1-2024: 57) plus a strategic clean-up of
non-revenue generating mandates to focus more on active funds, bringing the
total number of funds to 514 as at 30 June 2025 (30 June 2024: 508)
· South Africa established as a new operational hub, leveraging local talent to
strengthen fund administration and investor services
· Dubai licensing progressing, with Amicorp Fund Services (DIFC) Limited
established and approvals on track for completion
· IT investments advanced operational efficiency, including client query
management and NAV workflow enhancements.
Outlook for the Group
The Board is pleased with the progress achieved in H1-2025, particularly with
the continued onboarding of new funds and the expansion of capital market
mandates. This momentum supports the expectation that the Group will maintain
steady growth in the second half of the year. AMIF remains well positioned to
capture additional opportunities as its pipeline of funds and capital market
clients converts into active mandates.
Commenting on the Interim Results, Toine Knipping, Non-Executive Chairman of
AMIF, said:
"AMIF's performance demonstrates continued momentum in H1-2025, with revenue
increasing to US$9.4 million. This growth was driven by the onboarding of new
funds and new capital market mandates novated from Amicorp Group, reflecting
the Group's broadening service offering beyond traditional fund structures.
EBITDA also increased to US$2.6 million, representing a 27.6% margin,
supported by both operational efficiency and the contribution from newly
acquired businesses.
"The establishment of South Africa as a new operational hub and ongoing
progress in obtaining our licence in Dubai reinforce the Group's ability to
scale efficiently across multiple jurisdictions. At the same time, the
realignment of the Intragroup Outsourcing Agreement with Amicorp Group,
shifting focus from corporate and trust accounting services to capital market
services, positions AMIF to strengthen direct client relationships and
positively influence revenue composition for the remainder of the year.
"Looking ahead, we remain focused on extending our market reach, both through
organic sales initiatives and the targeted integration of capital market
services, while maintaining disciplined operational oversight. These strategic
priorities, combined with a flexible and capital-light business model, enable
AMIF to respond to evolving client needs and capture growth opportunities
across a dynamic fund services market."
For further information please contact:
Amicorp FS (UK) Plc Via Burson Buchanan
Toine Knipping, Non-Executive Chairman
Chi Kin Lai, Chief Executive Officer
Tat Cheung (Stephen) Wong, Chief Financial Officer
Zeus (Broker) Tel: +44 (0) 20 3829 5000
Martin Green / Louisa Waddell (Investment Banking) www.zeuscapital.co.uk (http://www.zeuscapital.co.uk/)
Benjamin Robertson (Corporate Broking)
Media enquiries: Tel: + 44 (0) 20 7466 5000
Burson Buchanan (Financial Communications) AmicorpFS@buchanan.uk.com (mailto:AmicorpFS@buchanan.uk.com)
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) as well as family offices to provide
a suite of specialist services across global markets. AMIF provides local and
global expertise to over 500 funds.
AMIF provides a comprehensive and tailored range of services which are all
underpinned by market-recognised technology solutions that support clients
from a single point of contact.
These include:
· Fund Administration and Investor Services: Fund accounting, fund
administration, in-house NAV calculation, investor services including Register
& Transfer Agency services, booking of subscriptions & redemptions,
audit liaison/support, real time oversight over investment performance.
· Governance and Compliance Services: FATCA and CRS reporting services,
Fiduciary, Anti-Money Laundering (AML) officer services in compliance with
international rules and regulations including administrative support to the
Board and Committees of the Board.
· BPO Services: Relieving clients of back-office burdens through
automated accounting and administration, with regular management reporting on
funds and SPVs. Services also include corporate accounting, debt and loan
administration, data sourcing, and CFO support.
For further information please visit www.amicorp-funds.com/chairmans-welcome/
(http://www.amicorp-funds.com/chairmans-welcome/)
Chief Executive Officer's Report
Operational and Strategic Review
Fund Administration
Client Base
H1-2025 H1-2024 FY-2024
Number of funds at start of Period/year 567 501 501
New funds 81 57 136
Funds terminated (134) (50) (70)
Number of funds at Period/year end 514 508 567
In the last six months the Group onboarded 81 new funds, a 42% increase
compared to H1-2024, reflecting the continued momentum from the investment in
its salesforce. 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. As a result, the number of active
funds as of 30 June 2025 decreased slightly to 293 (57% of total funds)
compared to 299 in H1-2024 (59% of total funds).
At the same time, the Group experienced a sharp rise in terminations, with 134
funds removed from the reporting comprising 77 terminations of funds and 57
funds removed from the reporting that never went live ('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.
Excluding the Clean-up, the remaining increase in terminations during H1-2025
was primarily attributable to market and client-driven factors which are
expected to continue during H2-2025, which include, the withdrawal of
investors' commitment or redemptions owing to unfavourable market conditions,
voluntary closure of funds in connection with restructuring initiatives or
changes in investment strategy and regulatory or compliance-related
requirements that rendered certain funds no longer viable.
In addition, the Group has expanded its client base beyond traditional fund
structures, by taking on 30+ new mandates novated in from Amicorp Group
related to capital market participants following the acquisitions completed in
FY24. This diversification strengthens the Group's position as a one-stop
solution provider, broadens its revenue sources, and reduces reliance on fund
launches alone. The enhanced service capability, covering areas such as
capital market outsourcing and structured products administration,
demonstrates management's strategic focus on capturing a wider spectrum of
financial instruments and client types.
Market Expansion
In view of maximising the Group's organic growth, AMIF has also actively
expanded its geographic presence in both developed and emerging markets, as
follows:
South Africa
South Africa was selected as the Group's new operational hub given its
established financial services ecosystem and the availability of a skilled
talent pool, particularly in fund accounting and investor services, which
complements the Group's operational requirements. 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 licence, which permits the provision of intermediary and
administrative services in respect of financial products. Once obtained, the
intention is for South Africa to become a new operational hub that would
complement the operating model. The Group is progressing with a range of
regulatory applications and notifications to ensure AMIF can fully leverage
this operational hub, which is already in use across several jurisdictions,
including Luxembourg and Kazakhstan.
The UAE
The Group is progressing with the licensing process in Dubai, following the
in-principle approval received from the Dubai Financial Services Authority
('DFSA') for a Category 4 licence. Once granted this licence will allow the
Group to provide fund administration services to funds established in the
Dubai International Financial Centre ('DIFC'). In preparation, Amicorp Fund
Services (DIFC) Limited has been incorporated, premises in the DIFC have been
secured, professional indemnity cover arranged, and both the external auditor
and internal audit service provider selected. The DFSA has granted additional
time for the remaining administrative matters to be finalised, and the Group
remains on track to complete the licensing process in Q4 2025.
Investment in IT
The Group has always been committed to rolling out automated and innovative
digital solutions that deliver greater operational and cost-saving
efficiencies for fund managers and general partners and equip them with the
data and insights they need to be compliant and make better informed decisions
on their investments.
The Group is advancing its automation journey within its available IT
framework, recognising that enhancing system capabilities and adopting
advanced technologies will be important drivers of its future operational and
financial success.
During H1-2025, AMIF initiated projects aimed at strengthening its operational
framework, including the transition from Outlook to Zoho Desk for managing and
tracking client queries, and the enhancement of Net Asset Value ('NAV')
workflows to better accommodate jurisdictional requirements. While these
initiatives may not immediately translate into visible client-facing
functionality, they represent important steps towards improving efficiency and
mitigating the risk of human error.
Outlook for Fund Administration - H2-2025
In the period from 1 July 2025 to 31 August 2025, the Group has continued to
grow the number of funds under administration with a total of 27 new wins at
the start of H2-2025, and the number of new wins in H2-2025 is expected to
outweigh the number achieved in H1-2025, based on historical trends.
Sustained organic growth through the sales organisation remains a key focus,
with initiatives focused on optimising client engagement and opportunity
conversion, complemented by proactive marketing activities to strengthen
market presence and reach new prospects. Performance monitoring and management
of the sales team will remain an important topic, with ongoing evaluation of
activities, deal flows, and overall effectiveness to ensure alignment with
growth objectives and continuous guidance from management.
The fund administration market remains highly competitive, with pricing
pressure observed across the sector. To maintain a strong position, AMIF will
continue to prioritise technology advancement, leveraging platforms like
AMI-GO, workflow automation, and enhanced NAV processes to improve efficiency,
reduce operational risk, and deliver scalable, cost-effective solutions. These
investments are critical to AMIF remaining competitive and supporting the
sustainable growth of the Group.
AMIF will also focus on integrated service offerings by partnering
strategically with the asset and fund management division of Amicorp Group
across key jurisdictions such as Singapore, the UAE and Spain. This approach
enables AMIF to provide complementary services to clients, strengthening its
value proposition while broadening its service scope.
Governance and Compliance ('G&C') services
The Group actively pursued the expansion of the G&C services segment to
reach 481 mandates in H1-2025 (H1-2024: 455), which primarily include the
engagements for Anti-Money Laundering Compliance Officer ('AMLCO'), Money
Laundering Reporting Officer ('MLRO'), Deputy Money Laundering Reporting
Officer ('DMLRO') and Directorship services. These new mandates were secured
with a combined effort in cross-selling from existing customers and securing
new mandates from new clients.
During H1-2025 the Group also broadened its G&C service offering into two
significant emerging financial centres, being DIFC in Dubai and Astana
International Financial Centre ('AIFC') in Kazakhstan. This represents
meaningful progress in delivering on AMIF's strategy to extend footprint
across high-growth jurisdictions.
In Dubai, the Group has engaged a dedicated FTE to begin actively support
clients in obtaining various categories of licences under the DIFC framework.
This service includes:
• Regulatory Advisory & Full DFSA Licence
Application Support
• Preparation and review of the Regulatory Business
Plan ('RBP')
• Portal submission assistance
• Liaison with the DFSA throughout the licensing
process
In Kazakhstan, the Group has also established a presence through clients
licensed under the AIFC, reinforcing our expertise in navigating complex
regulatory regimes.
Outlook for G&C services - H2-2025
Recognising the UAE's growing prominence as a financial hub, the Group sees
significant potential in offering tailored compliance and risk officer
services to local funds and fund managers. These services will be positioned
as critical enablers for maintaining compliance with both local and
international regulations, offering UAE-based clients the assurance that their
operations meet the highest standards of regulatory oversight.
As the Group moves into the second half of 2025, there is a strategic emphasis
on cross selling these services across the fund administration client base.
This proactive approach aims to deepen client relationships and ensure that
the Group remains a trusted partner in navigating the increasingly complex
regulatory landscape.
Business Process Outsourcing ('BPO') services
Under the existing Intragroup Outsourcing Agreement, AMIF has historically
provided accounting and administrative services to Amicorp Group for its
corporate and trust clients. The agreement was originally intended to allow
AMIF to gradually convert or novate these client accounting contracts,
enabling AMIF to pursue up-selling and cross-selling opportunities. However,
due to the volume and complexity of corporate and trust engagements, this
gradual transition did not materialise as anticipated.
During H1-2025, AMIF and Amicorp Group reviewed the scope of the outsourcing
arrangement and agreed to shift the focus from corporate and trust accounting
services to capital market services. This realignment led to the novation of
over 30 capital market clients in April 2025, generating revenue of
approximately US$512k in the interim period.
Amicorp Financial Markets (UK) Limited was set up as a wholly owned subsidiary
of the Group, to provide trustee, agency, and related support services to
corporations and institutional investors. Based in the UK being one of the
world's leading centres for capital markets, the entity is well positioned to
serve demand from issuers seeking flexible financing across equity, debt, and
private capital, as well as from investors pursuing diversification and
yield-enhancing opportunities. This set-up marks AMIF's entry into the UK
market and creates a platform to deliver specialised trustee and fiduciary
solutions in a strategic jurisdiction.
Outlook for BPO services - H2-2025
From 1 July 2025, AMIF has focused exclusively on providing capital market
services under its Intragroup Outsourcing Agreement with Amicorp Group. As a
result, revenue from corporate and trust clients will cease (H1-2025: US$2
million), while revenue from newly novated capital market clients will
continue. This evolution reflects the Group's objective to strengthen direct
client relationships and diversify its service offerings and is expected to
improve the composition of revenue for the remainder of FY25 and future
periods, with revenue shifting from intercompany to external clients.
Looking forward, AMIF and Amicorp Group continue to explore further
opportunities related to capital market clients in other jurisdictions,
including the UK, to further expand AMIF's service offering and capture
additional revenue opportunities.
The BPO Unit acquired by the Group, continues to deliver stable revenue from
its major client, a global leader in credit ratings and research. This
reflects the strength of the longstanding relationship and ongoing operational
performance. Looking ahead, the customer is expected to shift more work from
sourcing to analysis, which is charged based on the number of reports
delivered. The report population is anticipated to grow further in H2-2025,
alongside an expected increase in fee per report, supporting both revenue
growth and enhanced service contribution for the rest of the financial year.
Use of IPO proceeds
The table below shows an update of use of IPO proceeds:
Anticipated use of proceeds Update - FY23 Update - FY24 Current update - H1-2025
IT expenses related to automation process, including licensing fee and US$90k deployed towards development of digital onboarding portal and NAV US$203k further deployed towards development of digital onboarding portal US$9k further deployed towards tracking of client queries and the enhancement
consultancy fee (US$1 million) automation (i.e. AMI-GO) and NAV automation of NAV workflows
Depositary lite licence in Luxembourg (US$1 million) Demerger completed, creating the condition to start the licensing application Management continued assessing market demand for depositary services while Management continued assessing market demand for depositary services while
of depositary lite licence evaluating the appropriate timing to proceed with the licence application evaluating the appropriate timing to proceed with the licence application
Expansion of Governance and Compliance services (US$1 million) US$114k deployed towards expansion of team and development of ESG services US$299k deployed towards team expansion, development of an online AML/CFT US$47k 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) The Republic of Ireland was researched as a possible new jurisdiction but US$80k deployed towards opening of Kazakhstan office; in-principle approval Licence application process in UAE (US$6k) and South Africa is ongoing
after careful appraisals the Board decided to redirect focus to emerging was given for licence application in UAE
markets including UAE and Kazakhstan
Expansion of sales team in strategic locations (US$1.7 million) US$222k deployed towards increase in salesforce US$811k further deployed towards increasing salesforce US$549k further deployed towards increase in salesforce
Due to the dynamic nature of these projects, completion progress and resource
deployment are regularly reviewed by management to ensure alignment with
objectives and effective resource utilisation.
Bonus Issue
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 would
equate to 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 a
share price of US$1.67, being the closing share price of the Company on 24
September 2025. Shareholders on the register on 24 September 2025 will be
entitled to receive shares pursuant to the Bonus Issue. The Bonus Issue will
be subject to shareholder approval.
Further details regarding the Bonus Issue, which is also subject to standard
regulatory approvals, and the related timetable will be set out in a circular
that will be posted to shareholders and announced in due course.
Outlook for the Group
The Board notes the progress achieved in the first half of 2025, particularly
with the continued onboarding of new funds and the expansion of capital market
mandates. This momentum supports the expectation that the Group will maintain
steady growth in the second half of the year. AMIF remains well positioned to
capture additional opportunities as its pipeline of funds and capital market
clients converts into active mandates.
Chi Kin Lai
Chief Executive Officer
25 September 2025
Group H1-2025 Income Statement
H1-2025 H1-2024(1) FY-2024
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
As reported Organic Business(2) As reported Organic Business As reported Organic Business
Revenue
Fund Administration 4,147 4,030 3,982 3,982 7,901 7,901
Business Process Outsourcing services 4,224 2,885 3,776 2,299 6,084 3,906
Governance and Compliance services 1,035 1,035 966 966 1,631 1,631
Total Revenue 9,406 7,950 8,724 7,247 15,616 13,438
Payroll and remuneration costs (4,955) (4,358) (4,796) (4,183) (9,067) (8,014)
Rent and occupancy (308) (294) (217) (193) (602) (553)
Professional fees (717) (670) (895) (855) (1,789) (1,695)
IT expenses (268) (252) (259) (237) (657) (615)
Foreign currency gain / (loss) 97 100 (107) (109) (239) (241)
Other operating expenses (656) (577) (663) (643) (2,036) (1,932)
EBITDA 2,599 1,899 1,787 1,027 1,226 388
Other gains 8 8 17 17 53 53
Other income - - - - 128 133
Interest income 101 94 27 27 101 101
Interest costs (10) (10) (28) (20) (49) (33)
Depreciation expenses (182) (128) (216) (157) (406) (289)
Profit before income tax 2,516 1,863 1,587 894 1,053 353
Income tax expense (270) (117) (418) (264) (353) (198)
Profit for the Period / year 2,246 1,746 1,169 630 700 155
(1) The comparatives for the six month period ended 30 June 2024 are based on
the prior year's interim report, published on 12 September 2024, and have been
adjusted to incorporate the December 2024 common control acquisitions as if
they had always been part of the Group. See the 'Reconciliations of
Comparatives' section under the financial statements of this report for
details.
(2) Included within Organic business in H1-2025 is US$512k revenue classified
as Business Process Outsourcing services for the 30+ capital market mandates
novated from Amicorp Group
Financial Review
Revenue
Revenue increased by 7.8% to US$9.4 million (H1-2024 restated: US$8.7
million), which is comprised of:
· Fund Administration revenue remained stable at US$4.1 million in H1-2025
(H1-2024 US$4.0 million) off the back of a slight decrease in active funds as
compared to H1-2024. In addition, most funds that moved to active did so late
in H1-2025 with increased closure and termination of funds at the beginning of
the year, as investors redeemed from or withdrew interest in operating funds
due to uncertain market conditions. Fund launches remained uncertain, with
persistently elevated inflation weighing on investor sentiment and creating
challenges for fund raising activity.
· Governance and Compliance services revenue increased by 7.1% to US$1.05
million in H1-2025 (H1-2024: US$1.0 million), which is in line with the
increase in AML officer and directorship mandates to 481 in June 2025 from 455
mandates in June 2024, predominantly associated with the Group's fund clients
domiciled in the Cayman Islands. The Group has endorsed strategic
initiatives to concentrate resources on targeted markets, aiming to benefit
from the growing demands arising from the fast-changing regulatory
requirements, through its expanded services and offerings.
· Business Process Outsourcing services revenue experienced an increase of 11.9%
to US$4.2 million in H1-2025 (H1-2024 restated: US$3.8 million). The growth
in revenue is largely driven by the consistent revenue from the Intragroup
Outsourcing Agreement with Amicorp Group, complemented by the novation of over
30 capital market clients in April 2025, generating revenue of approximately
US$512k in H1-2025.
The seasonal element of Fund Administration and Business Process Outsourcing
revenue remains applicable, specifically arising from revenue recognition of
financial statement preparation work which falls on the first half of the
year.
Divisional Performance Overview
H1-2025
Fund Administration Business Process Outsourcing(1) Governance and Compliance Total
US$'000 US$'000 US$'000 US$'000
Revenue 4,147 4,224 1,035 9,406
Direct staff costs (1,703) (995) (349) (3,047)
Other direct costs (220) - - (220)
Gross profit 2,224 3,229 686 6,139
Gross profit margins 53.6% 76.4% 66.3% 65.3%
(1) Included within Organic business in H1-2025 is US$512k revenue classified
as Business Process Outsourcing services for the 30+ capital market mandates
novated from Amicorp Group and US$171k of Direct staff costs.
H1-2024 (restated)
Fund Administration Business Process Outsourcing Governance and Compliance Total
US$'000 US$'000 US$'000 US$'000
Revenue 3,982 3,776 966 8,724
Direct staff costs (1,622) (706) (355) (2,683)
Other direct costs (210) - - (210)
Gross profit 2,150 3,070 611 5,831
Gross profit margins 54.0% 81.3% 63.3% 66.8%
FY-2024
Fund Administration Business Process Outsourcing Governance and Compliance Total
US$'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, BPO and G&C segments delivered gross profit margin of
53.6%, 76.4% and 66.3% respectively in H1-2025. These margins are broadly
consistent with H1-2024, except for BPO where a decline was recorded due to
additional staff transferred to handle the novated capital market mandates.
These staff form an essential part of the infrastructure supporting organic
growth in the capital markets business, and margin in this segment is expected
to improve as new mandates are secured and serviced by the existing team. The
overall gross profit margin has therefore decreased slightly to 65.3% for
H1-2025, compared to 66.8% due to for H1-2024 and continues to demonstrate the
Group's capability to consistently maintain a high gross profit margin above
60%.
Payroll and remuneration costs
The Group reported an increase of US$160k, or 3.3%, in payroll and
remuneration costs in H1-2025 (H1-2024 restated: US$4.8 million). The increase
in Business Process Outsourcing staff costs is related to an additional
US$171k of staff costs incurred as a result of the capital market mandates
novated in during H1-2025 and has been offset by lower costs incurred on
Indirect staff costs where the sales officer headcount has been reduced by two
heads.
The table below summarises the Group's headcount by geographical locations as
at the Period/year end:
H1-2025 H1-2024 FY-2024
Chile 12 13 13
Hong Kong 8 8 8
India 26 38 35
Mauritius 8 12 11
Luxembourg 14 9 12
Others 25 28 24
Total Group Headcount (excluding acquisitions) 93 108 103
Added through acquisitions 94 - 115
Total Group Headcount 187 108 218
Headcount at AMIF's Philippine subsidiary acquired in FY24 decreased from 108
as at 31 December 2024 to 85 as at 30 June 2025. The reduction resulted from
an exercise to identify roles not directly related to the subsidiary's core
business activities, with those staff transferred back to Amicorp Group. This
realignment has allowed the subsidiary to concentrate its resources more
effectively on core operations, and the integration process is now considered
complete.
Rent and occupancy
Rent and occupancy represents cost recharged by Amicorp Group for their
subletting and property service rendered to the Group based on various
intercompany service agreements.
The increase of rent and occupancy of US$91k, or 42% to US$308k in H1-2025
compared to US$217k (restated) in H1-2024 arose from increase in cost
recharged for offices such as Singapore and Brazil due to team size.
Professional fees
Professional fees represent accounting, statutory audit and tax compliance
service fees for the Group and its subsidiaries, legal fees for licensing
application and legalisation of documents, as well as professional outsourcing
relating to ordinary business activities.
The decrease of professional fees by US$180k, or 20% to US$717k in H1-2025
compared to US$895k (restated) in H1-2024, reflected the outcome of cost
review initiatives undertaken in the first half of the year, where
discretionary external spending was tightened and internal resources were more
effectively leveraged, contributing to overall cost savings.
IT expenses
IT expenses comprise of the fees incurred for the use of the fund
administration system, Bloomberg terminal and other business-related systems.
IT expenses remain consistent throughout H1-2025 and H1-2024.
Other operating expenses
Other operating expenses consists of sales and marketing expenses, travelling
expenses, statutory fees, office expenses, and other administrative expenses.
The decrease in other operating expenses to US$656k in H1-2025 from US$663k
(restated) in H1-2024 was due to a decrease in travelling expenses from a high
base in H1-2024 arising from extensive overseas sales meetings and
inter-office visits. Offsetting this decrease was an increase of US$90k in bad
debts primarily reflecting prolonged collection cycles with certain fund
clients which are managing liquidity constraints, distressed investments, or
are under liquidation oversight.
Income tax expense
The estimated income tax expense decreased to US$270k in H1-2025 (H1-2024:
US$418k), reducing the Group's effective tax rate as a percentage of profit
before income tax to 10.7% in H1-2025 from 26.3% in H1-2024 driven by the
utilisation of previously non-capitalised tax losses and the increase in
non-taxable profit in H1-2025 from foreign-sourced revenue that was not
subject to local taxation.
Unaudited Condensed Consolidated Financial Statement
For the six months ended 30 June 2025
Notes Six months ended 30 June 2025 Six months ended 30 June 2024
Unaudited Unaudited
US$'000 US$'000
(restated)(1)
Revenue 5 9,406 8,724
Payroll and remuneration costs 7 (4,955) (4,796)
Rent and occupancy (308) (217)
Professional fees (717) (895)
IT expenses (268) (259)
Depreciation expenses (182) (216)
Foreign exchange gain / (loss) 97 (107)
Net impairment loss on financial assets (97) (10)
Other operating expenses 6 (559) (653)
Operating profit 2,417 1,571
Other gains 8 17
Finance income, net 91 (1)
Profit before income tax 5 2,516 1,587
Income tax expense 8 (270) (418)
Net profit after tax 2,246 1,169
Other comprehensive income
Foreign currency translation 94 178
Total comprehensive income 2,340 1,347
Earnings per ordinary shares US$ US$
Cent Cent
(restated)(1)
Basic EPS 1.87 0.97
Diluted EPS 1.87 0.97
(1) The comparatives for the six month period ended 30 June 2024 are based on
the prior year's interim report published on 12 September 2024, and have been
adjusted to incorporate the December 2024 common control acquisitions as if
they had always been part of the Group, in accordance with merger accounting
principles. See the section Reconciliations of Comparatives, along with Note
2(a) and Note 3(c) for details.
Unaudited Condensed Consolidated Statement of Financial Position
As at 30 June 2025
Notes 30 June 31 December
2025 2024
US$'000 US$'000
Non-current assets
Property, plant and equipment 96 132
Intangible assets 63 69
Right of use assets 11 323 411
Investments 96 83
Deferred tax assets 218 213
796 908
Current assets
Trade receivables 9 2,190 2,806
Other receivables, deposits and prepayments 2,275
991
Amounts due from related companies 12 1,569 -
Cash and cash equivalents 3,054 3,205
9,088 7,002
Total assets 9,884 7,910
Current liabilities
Trade payables 306 395
Accrued payroll and employee benefits 848 818
Other payables and accruals 10 855 976
Lease liabilities 11 204 246
Amounts due to related companies - 193
Income tax payable 485 387
2,698 3,015
Net current assets 6,390 3,987
Total assets less current liabilities 7,186 4,895
Non-current liabilities
Lease liabilities 11 167 216
167 216
Total liabilities 2,865 3,231
NET ASSETS 7,019 4,679
Equity
Share capital 120 120
Share premium 5,989 5,989
Foreign exchange reserves 98 4
Merger reserves (1,273) (1,273)
Retained earnings 2,085 (161)
Total equity 7,019 4,679
Unaudited Condensed Consolidated Statement of Changes in Equity
For the six months ended 30 June 2025
Share capital Share premium Forex Merger Retained earnings Total
translation reserves
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
Profit for the period - - - - 2,246 2,246
Foreign currency translation - - 94 - - 94
As at 30 June 2025 120 5,989 98 (1,273) 2,085 7,019
Share capital Share premium Forex Merger Retained earnings Total
translation reserves
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
As at 1 January 2024 120 5,989 (376) (1,273)(1) (861) 3,599
Profit for the period - - - - 1,169 1,169
Foreign currency translation - - 178 - - 178
As at 30 June 2024 120 5,989 (198) (1,273) 308 4,946
(1) (The common control acquisitions described in Note 2a in the year ended 31
December 2024 have been accounted for in accordance with merger accounting
policies (Note 3c), as if the acquired businesses had always been part of the
Group. As a result, the merger reserve arising from these December 2024
acquisitions has been adjusted to the opening balance of the pre-acquisition
merger reserve and restated to US$1,273k from the earliest period presented in
these condensed consolidated financial statements. For further details, please
refer to the Reconciliation of Comparatives section of the consolidated
financial statements in the 2024 annual report. )
Unaudited Condensed Consolidated Statement of Cash Flows
For the six months ended 30 June 2025
Period ended 30 June
2025 2024
US$'000 US$'000
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax 2,516 1,587
Adjustments for:
Depreciation of tangible assets 41 45
Depreciation of intangible assets 26 31
Depreciation of right of use assets 115 140
Realised and unrealised foreign exchange gain (97) 107
Movements of provision for group audit fees - 250
Fair value gain from an investment at FVTP&L (8) (17)
Bad debt recognised 97 266
Finance costs 15 29
2,705 2,438
Decrease/ (increase) in trade receivables 519 (162)
Increase in other receivables, deposits and prepayments (1,279) (408)
Increase in amounts due from related companies (1,646) (1,361)
Increase in accrued payroll and employee benefits 30 230
(Decrease) / increase in trade payables (89) 29
Decrease in other provisions and payables (121) (188)
Cash generated from operations 119 578
Income tax paid to tax authorities (132) (163)
Net cash flows from operating activities (13) 415
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of tangible assets and intangible assets (46) (144)
Net cash flows used in investing activities (46) (144)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of unwinding interest portion of lease liabilities (15) (29)
Repayment of principal portion of lease liabilities (116) (133)
Net cash flows used in financing activities (131) (162)
NET MOVEMENTS IN CASH AND CASH EQUIVALENTS (190) 109
Cash and cash equivalents at beginning of period 3,205 3,163
Exchange difference 39 (45)
CASH AND CASH EQUIVALENTS AT END OF PERIOD 3,054 3,227
( )
( )
(1) Merger accounting changes pertaining to the December 2024 acquisitions are
reflected in the comparatives for the six months ended 30 June 2024. See
Section Reconciliation of Comparatives and Note 3(c) for details.
The reconciliation tables below provide restated financial information for the
half year ended 30 June 2024, illustrating the consolidated comparatives
derived from the 2024 interim report published 12 September 2024, adjusted for
the December 2024 common control acquisitions in accordance with merger
accounting principles described in Note 3(c).
RECONCILIATION OF COMPARATIVES
Unaudited Consolidated Condensed Statement of Total Comprehensive Income
for the six months ended 30 June 2024
Adjustment
As per 2024 interim results Common control acquisitions(1) Adjusted
comparatives in this report
US$'000 US$'000 US$'000
Revenue 7,247 1,477 8,724
Payroll and remuneration costs (4,183) (613) (4,796)
Rent and occupancy (193) (24) (217)
Professional fees (855) (40) (895)
IT expenses (237) (22) (259)
Depreciation expenses (157) (59) (216)
Foreign exchange loss (109) 2 (107)
Net impairment loss on financial assets (10) - (10)
Other operating expenses (633) (20) (653)
Operating profit 870 701 1,571
Other gains 17 - 17
Net Interest income / (expense) 7 (8) (1)
Profit before income tax 894 693 1,587
Income tax expense (264) (154) (418)
Net profit after tax 630 539 1,169
( )
( )
(1) This represents the profit or loss accounts of entities, for the six month
period ended 30 June 2024, which were acquired under common control in
December 2024, and it is therefore included in accordance with merger
accounting principles as if they had always been part of the Group, as
described in Note 3(c).
RECONCILIATION OF COMPARATIVES (CONTINUED)
Unaudited Condensed Consolidated Statement of Cash Flows
for the six months ended 30 June 2024
As per 2024 interim results Common control acquisitions Adjusted comparatives in this report
US$'000 US$'000 US$'000
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax 894 693 1,587
Adjustments for:
Depreciation of tangible assets 25 20 45
Depreciation of intangible assets 30 1 31
Depreciation of right of use assets 102 38 140
Realised and unrealised foreign exchange gain 109 (2) 107
Recognition of doubtful debt provision 266 - 266
Provision for group audit fees 250 - 250
Fair value gain from an investment measured at FVTP&L (17) - (17)
Finance costs 20 9 29
1,679 759 2,438
Increase in trade receivables (164) 2 (162)
Increase in other receivables, deposits and prepayments (391) (17) (408)
Increase in amounts due from related companies (813) (548) (1,361)
Increase in accrued payroll and employee benefits 298 (68) 230
Increase in trade payables 33 (4) 29
Decrease in other provisions and payables (169) (19) (188)
Cash generated from operations 473 105 578
Income tax paid to tax authorities (161) (2) (163)
Net cash flows from operating activities 312 103 415
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of tangible assets (144) - (144)
Net cash flows generated used in investing activities (144) - (144)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of unwinding interest portion of lease liabilities (20) (9) (29)
Repayment of principal portion of lease liabilities (99) (34) (133)
Net cash flows used in financing activities (119) (43) (162)
NET INCREASE IN CASH AND CASH EQUIVALENTS 49 60 109
Cash and cash equivalents at beginning of period 2,973 190 3,163
Exchange difference (42) (3) (45)
CASH AND CASH EQUIVALENTS AT END OF PERIOD 2,980 247 3,227
Notes to the Unaudited Condensed Consolidated Financial Statements
1. GENERAL
These interim financial statements for the six month period ended 30 June 2025
are unaudited condensed consolidated financial statements for Amicorp FS (UK)
Plc and its subsidiaries; comparative figures for the year ended 31 December
2024 are derived from audited financial statements, while those for the
six-month period ended 30 June 2024 are unaudited and include adjustments for
common control acquisitions in December 2024 described in Note 2a for IFRS
presentation.
Amicorp FS (UK) Plc (the 'Company'), a public limited company incorporated and
domiciled in the United Kingdom with its company number being 14704124 under
the Companies Act 2006, together with its subsidiaries (collectively, the
'Group'), is a provider of fund administration services, regulatory reporting,
fiduciary services and multi-faceted business support alternatives for hedge
funds, private equity funds and family offices investing in listed or unlisted
equities, financial instruments, projects, real estate and various asset
classes locally or globally.
The Group also offers administration and fiduciary services to special purpose
vehicles associated with fund structures or entities with passive investment
on financial instruments.
The address of the Company's registered office is 5 Lloyd's Avenue, London,
United Kingdom, EC3N 3AE.
2. BACKGROUND AND BASIS OF PREPARATION
(a) Background and basis of the condensed consolidated financial information
The Group is a business division of Amicorp Group, which is a multinational
organisation providing, in addition to fund administration services, a broad
range of corporate management, capital market and financial services to
clients globally with a dedicated network of international experts and
specialists.
The condensed consolidated financial statements ('Interim Financial
Statements') of Amicorp FS (UK) Plc for the six months ended 30 June 2025 have
been prepared in accordance with IAS 34 Interim Financial Reporting issued by
the International Accounting Standards Board, as adopted by the United Kingdom
('UK IAS'), and UK-adopted International Financial Reporting Standards
('IFRS'), including the interpretations issued by the IFRS Interpretations
Committee ('IFRIC'). These Interim Financial Statements, which are
unaudited, do not amount to full statutory accounts within the meaning of
Section 434 of the Companies Act 2006 and does not include all of the
information and disclosures required for full annual financial statements, and
should be read in conjunction with the Group's annual report for the financial
year ended 31 December 2024, which is available on the Group's website; the
Independent Auditor's Report in the annual report for the financial year ended
31 December 2024 was unqualified, did not contain an emphasis of matter
paragraph and did not contain any statement under Section 498 of the Companies
Act 2006.
The condensed 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.
In December 2024, the Group acquired three entities via two common control
transactions with Amicorp Group's Financial Markets and Management Services
divisions, for a total consideration of US$4.5 million, settled through the
related party receivable balance due from Amicorp Group. These acquired
entities specialise in business process outsourcing and trusteeship
administrative services, and they have been accounted for consistently under
the merger accounting policies within these consolidated financial statements,
as if they had always existed collectively with the Group with consistent
accounting policies applied across periods.
The interim consolidated financial statements for the six months ended 30 June
2025, including comparatives for the six months ended 30 June 2024, are
unaudited and prepared with accounting policies consistent with the Group's
audited annual financial statements for the year ended 31 December 2024, which
provide December 2024 audited comparatives included in this interim report.
These comparatives for the six month period ended 30 June 2024, derived from
the prior year's interim report published on 12 September 2024, have been
restated to reflect the common control acquisitions in December 2024,
accounted for using merger accounting principles under the IFRS framework.
These restatements are disclosed in Section Reconciliation of Comparatives and
Note 3(c).
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 significantly impact the condensed consolidated interim
financial statements.
(b) Principal entities included within the Group
The condensed consolidated financial statements include the financial position
and performance of Amicorp FS (UK) Plc and its subsidiaries. Principal
subsidiaries include:
Amicorp Fund Services Asia Limited(2)
Amicorp Fund Services (Asia) Pte. Ltd.
Amicorp (Shanghai) Consultants Ltd.
Amicorp Fund Services N.V.
Amicorp Fund Services N.V. (Barbados Branch)
Amicorp Fund Services N.V. (Bahamas Branch)
Administradora de Fondos de Inversión Amicorp S.A.
Amicorp Administradora General de Fondos SA
AFS BRASIL LTDA.
Soluciones y Servicios AFS México, S.A. de C.V.
Amicorp Fund Services Malta Limited
Amicorp Support Services Ltd
Amicorp Fund Services (Mumbai) Private Limited(2)
Amicorp Fund Services (Cyprus) Ltd
Amicorp Fund Services Luxembourg S.A(2)
Administradora Amicorp Peru S.A.C.
Amicorp Fund Services (AIFC) Limited
Amicapital Services Limited(1)
Amicorp Financial Services Philippines, Inc. (1)
Amicorp Trustees (India) Private Limited(1)
Amicorp Trustees (India) Private Limited (GIFT SEZ Branch)(1)
AFS BPO Services SpA
(1) These companies were acquired via two common control transactions with
Amicorp Group's Financial Markets and Management Services divisions in
December 2024, as described in Note 2a. They have been accounted for
consistently under the merger accounting approach described in Note 3c and are
reflected in restated comparatives of the condensed consolidated financial
statements within this interim report.
(2) Shares of these entities were transferred to the Company during the
financial year ended 31 December 2023, as part of the reconstruction process
for the Company inserted as the holding company of the Group described in both
the consolidated financial statements of the 2023 and 2024 annual reports.
(c) Basis of measurement and going concern assumption
The condensed 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
condensed consolidated financial statements are summarised below. These
policies have been consistently applied to years and periods presented unless
otherwise stated.
It should be noted that accounting estimates and assumptions are used in
preparation of the condensed 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 condensed consolidated
financial statements, are disclosed in note 4.
Going concern
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 30 June 2025, the Group had cash and cash equivalents of US$3.1 million
(31 December 2024: US$3.2 million) and net current assets of US$6.4 million
(31 December 2024: US$4.0 million), which the Directors believe will be
sufficient to maintain the Group's liquidity over the going concern period
(i.e. at least 12 months from the date of issue of these Interim Financial
Statements), including continued investments to meet existing financial
commitments and to deliver future growth.
(d) Functional and presentation currency
Items included in the interim financial information of each of the Group's
entities are measured using the currency of the primary economic environment
in which the entity operates (the 'functional currency'). The presentation
currency of the Group is United States Dollars ('US$'), and hence the
financial information is presented in US$, unless specified otherwise.
In the individual financial statements of the Group's entities, foreign
currency transactions are translated into the functional currency of the
individual entity using the exchange rates prevailing at the dates of the
transactions. At the reporting date, monetary assets and liabilities
denominated in foreign currencies are translated at the foreign exchange rates
ruling at the reporting date. Foreign exchange gains and losses resulting
from the settlement of such transactions and from the reporting date
retranslation of monetary assets and liabilities are recognised in profit or
loss.
Non-monetary items carried at fair value that are denominated in foreign
currencies are retranslated at the rates prevailing on the date when the fair
value was determined and are reported as part of the exchange revaluation gain
or loss. Non-monetary items that are measured in terms of historical cost in
a foreign currency are not retranslated.
In the condensed consolidated financial information, all individual financial
statements of foreign operations, originally presented in a currency different
from the Group's presentation currency, have been converted into US$. 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 period provided that the exchange rates do not fluctuate
significantly. Any differences arising from this procedure have been dealt
with separately in other comprehensive income and the translation reserves in
equity.
3. ACCOUNTING POLICIES
(a) Basis of consolidation
On consolidation, the results and financial position of foreign operations are
translated into the presentation currency of the Group, as follows:
· Assets and liabilities for the condensed consolidated statement of financial
position presented are translated at the closing rate at the reporting date;
· income and expense items are translated at exchange rates ruling at the date
of the transactions;
· all resulting exchange differences are recognised in other comprehensive
income (foreign exchange reserves); and
· cash flow items are translated at the exchange rates ruling at the date of the
transaction
Inter-company transactions and balances between group companies together with
unrealised profits are eliminated in full in preparing the condensed
consolidated financial statements. Unrealised losses are also eliminated
unless the transaction provides evidence of impairment on the asset
transferred, in which case the loss is recognised in profit or loss.
The results of subsidiaries acquired or disposed of, if any, during the year
are included in the condensed consolidated statement of comprehensive income
from the dates of acquisition or up to the dates of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of
subsidiaries to bring their accounting policies into line with those used by
other members of the Group.
Acquisition of subsidiaries or businesses is accounted for using the
acquisition method. The cost of an acquisition is measured at the aggregate
of the acquisition-date fair value of assets transferred, liabilities incurred
and equity interests issued by the Group, as the acquirer. The identifiable
assets acquired and liabilities assumed are principally measured at
acquisition-date fair value. The Group's previously held equity interest in
the acquiree is re-measured at acquisition-date fair value and the resulting
gains or losses are recognised in profit or loss. The Group may elect, on a
transaction-by-transaction basis, to measure the non-controlling interests
that represent present ownership interests in the subsidiary either at fair
value or at the proportionate share of the acquiree's identifiable net assets.
All other non-controlling interests are measured at fair value unless
another measurement basis is required by IFRSs. Acquisition-related costs
incurred are expensed unless they are incurred in issuing equity instruments
in which case the costs are deducted from equity.
Any contingent consideration to be transferred by the acquirer is recognised
at acquisition-date fair value. Subsequent adjustments to consideration are
recognised against goodwill only to the extent that they arise from new
information obtained within the measurement period (a maximum of 12 months
from the acquisition date) about the fair value at the acquisition date. All
other subsequent adjustments to contingent consideration classified as an
asset or a liability are recognised in profit or loss.
Changes in the Group's interests in subsidiaries that do not result in a loss
of control are accounted for as equity transactions. The carrying amounts of
the Group's interest and the non-controlling interest are adjusted to reflect
the changes in their relative interests in the subsidiaries. Any difference
between the amount by which the non-controlling interest is adjusted and the
fair value of the consideration paid or received is recognised directly in
equity and attributed to owners of the Group.
When the Group loses control of a subsidiary, the profit or loss on disposal
is calculated as the difference between (i) the aggregate of the fair value of
the consideration received and the fair value of any retained interest and
(ii) the previous carrying amount of the assets (including goodwill), and
liabilities of the subsidiary and any non-controlling interest. Amounts
previously recognised in other comprehensive income in relation to the
subsidiary are accounted for in the same manner as would be required if the
relevant assets or liabilities were disposed of.
(b) Subsidiaries
A subsidiary is an investee over which the Group is able to exercise control.
The Group controls an investee if all three of the following elements are
present: power over the investee, exposure, or rights, to variable returns
from the investee, and the ability to use its power to affect those variable
returns. Control is reassessed whenever facts and circumstances indicate
that there may be a change in any of these elements of control.
(c) Merger accounting
Merger accounting is applied for business combinations under common control,
treating the entities as if merged from the earliest period presented or
prospectively from the transfer date, as applicable.
Net assets are recorded at existing book values from the controlling parties'
perspective, and no goodwill or excess is recognised. Any difference between
the carrying amount and consideration is recorded as a merger reserve in
equity under the predecessor method.
In December 2024, the Group acquired three entities via two common control
transactions with Amicorp Group's Financial Markets and Management Services
divisions. The comparatives for the six month period ended 30 June 2024 in
this interim report, derived from the prior year's interim report published on
12 September 2024, have been restated to reflect these common control
acquisitions as if they had always been part of the Group, according to merger
accounting principles.
(d) Tangible assets
Tangible assets are stated at cost less accumulated depreciation and
accumulated impairment losses.
The cost of tangible asset includes its purchase price and the costs directly
attributable to the acquisition of the items.
Subsequent costs are included in the asset's carrying amount or recognised as
a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the Group and the cost
of the item can be measured reliably. The carrying amount of the replaced
part is derecognised. All other repairs and maintenance are recognised as an
expense in profit or loss during the financial period in which they are
incurred.
Tangible assets are depreciated so as to write off their cost or valuation net
of expected residual value over their estimated useful lives on a
straight-line basis. The useful lives, residual value and depreciation
method are reviewed, and adjusted if appropriate, at the end of each reporting
period. The useful lives are as follows:
Machinery and equipment 3 - 10 years
Furniture and fixtures 3 - 10 years
Motor vehicles 3 - 5 years
Leasehold improvements in line with lease terms
An asset is written down immediately to its recoverable amount if its carrying
amount is higher than the asset's estimated recoverable amount.
The gain or loss on disposal of an item of tangible assets is the difference
between the net sale proceeds and its carrying amount, and is recognised in
profit or loss on disposal.
(e) Intangible assets
Costs associated with maintaining software programs are recognised as an
expense as incurred. Costs that are directly attributable to the identifiable
software are recognised as intangible assets.
The Group amortises intangible assets with a limited useful life, using the
straight-line method over the following periods:
IT
software
3 - 5 years
The useful life is assessed by considering technological advancements,
industry trends, evolving needs, and the overall pace of innovation in the
relevant market.
(f) Financial instruments
(i) Financial assets
A financial asset (unless it is a trade receivable without a significant
financing component) is initially measured at fair value plus, for an item not
at fair value through profit or loss ('FVTPL'), transaction costs that are
directly attributable to its acquisition or issue. A trade receivable
without a significant financing component is initially measured at the
transaction price.
All regular way purchases and sales of financial assets are recognised on the
trade date, that is, the date that the Group commits to purchase or sell the
asset. Regular way purchases or sales are purchases or sales of financial
assets that require delivery of assets within the period generally established
by regulation or convention in the market place.
Financial assets with embedded derivatives are considered in their entirely
when determining whether their cash flows are solely payment of principal and
interest.
Investments
It represents an investment in an equity fund classified as a financial asset
measured at fair value through profit or loss, as management did not elect at
inception to recognise fair value gains and losses through other comprehensive
income (OCI), and the Group does not exert significant influence or control
over this investment per IAS 28 and IFRS 10; 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.
The Group's valuation technique used for this investment is the net asset
value, based on the ratio of the units held over the total unit issued by the
fund.
The fair value hierarchy of this investment is considered as level 1, given
that the fund is required to report its net asset value to the CMF on a
quarterly basis, following the guidelines provided by the CMF for the fair
value inputs. The fair value of the investment recognised by the Group is
measured as at reporting dates.
Debt instruments
Subsequent measurement of debt instruments depends on the Group's business
model for managing the asset and the cash flow characteristics of the asset.
The Group only has the following type of debt instruments:
Amortised cost: Assets that are held for collection of contractual cash flows
and the cash flows represent solely payments of principal and interest are
measured at amortised cost. Financial assets at amortised cost are
subsequently measured using the effective interest rate method. Interest
income, foreign exchange gains and losses and impairment are recognised in
profit or loss. Any gain on derecognition is recognised in profit or loss.
(ii) Impairment loss on financial assets
The Group recognises loss allowances for expected credit loss ('ECL') on trade
receivables and other receivables that are financial assets measured at
amortised cost. The ECLs are measured on either of the following bases: (1)
12 months ECLs: these are the ECLs that result from possible default events
within the 12 months after the reporting date: and (2) lifetime ECLs: these
are ECLs that result from all possible default events over the expected life
of a financial instrument. The maximum period considered when estimating
ECLs is the maximum contractual period over which the Group is exposed to
credit risk.
ECLs are a probability-weighted estimate of credit losses. Credit losses are
measured as the difference between all contractual cash flows that are due to
the Group in accordance with the contract and all the cash flows that the
Group expects to receive. The shortfall is then discounted at an
approximation to the assets' original effective interest rate.
The Group has elected to measure loss allowances for trade and other
receivables using IFRS 9 simplified approach and has calculated ECLs based on
lifetime ECLs. The Group has established a provision matrix that is based on
the Group's historical credit loss experience, adjusted for forward-looking
factors specific to the debtors and the economic environment.
For other financial assets, such as amount due from related companies,
deposits, prepayments and other current assets, the ECLs are based on the
12-months ECLs. However, when there has been a significant increase in
credit risk since origination, the allowance will be based on the lifetime
ECLs.
When determining whether the credit risk of a financial asset has increased
significantly since initial recognition and when estimating ECL, the Group
considers reasonable and supportable information that is relevant and
available without undue cost or effort. This includes both quantitative and
qualitative information analysis, based on the Group's historical experience
and informed credit assessment and including forward-looking information.
The Group assumes that the credit risk on a financial asset has increased
significantly if it is more than 30 days past due.
The Group considers a financial asset to be credit-impaired when: (1) the
counterparty is unlikely to pay its credit obligations to the Group in full,
without recourse by the Group to actions such as realising security (if any is
held); or (2) the financial asset is more than 30 days past due.
Interest income on credit-impaired financial assets is calculated based on the
amortised cost (i.e., the gross carrying amount less loss allowance) of the
financial asset. For non credit-impaired financial assets interest income is
calculated based on the gross carrying amount.
(iii) Financial liabilities
The Group classifies its financial liabilities, depending on the purpose for
which the liabilities were incurred. Financial liabilities at fair value
through profit or loss are initially measured at fair value and financial
liabilities at amortised costs are initially measured at fair value, net of
directly attributable costs incurred.
Financial liabilities at amortised cost
Financial liabilities at amortised cost including trade and other payables are
subsequently measured at amortised cost.
Gains or losses are recognised in profit or loss when the liabilities are
derecognised as well as through the amortisation process.
(iv) Effective interest method
The effective interest method is a method of calculating the amortised cost of
a financial asset or financial liability and of allocating interest income or
interest expense over the relevant period. The effective interest rate is
the rate that exactly discounts estimated future cash receipts or payments
through the expected life of the financial asset or liability, or where
appropriate, a shorter period.
(v) Equity instruments
Equity instruments issued by the Group are recorded at the proceeds received,
net of direct issue costs.
(vi) Derecognition
The Group derecognises a financial asset when the contractual rights to the
future cash flows in relation to the financial asset expire or when the
financial asset has been transferred and the transfer meets the criteria for
derecognition in accordance with IFRS 9.
Financial liabilities are derecognised when the obligation specified in the
relevant contract is discharged, cancelled or expires.
(g) Revenue recognition
Revenue from contracts with customers is recognised when control of goods or
services is transferred to the customers at an amount that reflects the
consideration to which the Group expects to be entitled in exchange for those
goods or services, excluding those amounts collected on behalf of third
parties. Revenue excludes value added tax or other sales taxes and is after
deduction of any trade discounts.
Depending on the terms of the contract and the laws that apply to the
contract, control of the goods or service may be transferred over time or at a
point in time. Control of the goods or service is transferred over time if
the Group's performance:
· provides all of the benefits received and consumed simultaneously by the
customer;
· creates or enhances an asset that the customer controls as the Group performs;
or
· does not create an asset with an alternative use to the Group and the Group
has an enforceable right to payment for performance completed to date.
Revenue comprises the provision of fund administration services, regulatory
and compliance services and also business process outsourcing services. Fund
administration services represent fund onboarding, registrar and transfer
agency and NAV calculation, and preparation of financial statements;
regulatory and compliance and business process outsourcing include services of
AML, directorship, board support, FATCA, CRS and other tax reporting.
The majority of these services-such as ongoing fund administration activities,
continuous regulatory support, and integrated outsourcing-are recognised over
time, typically on a monthly basis, as they involve continuous performance
obligations with benefits consumed simultaneously by clients. If control of
the goods or services transfers over time, revenue is recognised over the
period of the contract by reference to the progress towards complete
satisfaction of that performance obligation; for instance, certain services
are activities performed to fulfil AFS's continuous integrated fund
administrative service, where the benefits consumed by the client are
substantially the same for each monthly service (i.e., 12 distinct instances
of admin service provision), with corresponding revenue recognised monthly.
However, certain services-such as the delivery of completed financial
statements or specific regulatory reporting (e.g., tax-related reports) are
recognised at a point in time when the discrete deliverable is transferred to
the customer.
(h) Income taxes
Income taxes for the reporting period 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 period.
Deferred tax is recognised in respect of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes
and the corresponding amounts used for tax purposes. Except for recognised
assets and liabilities that affect neither accounting nor taxable profits,
deferred tax liabilities are recognised for all taxable temporary differences.
Deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary
differences can be utilised. Deferred tax is measured at the tax rates
appropriate to the expected manner in which the carrying amount of the asset
or liability is realised or settled and that have been enacted or
substantively enacted at the end of reporting period.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries, except where the Group is able to
control the reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future.
Income taxes are recognised in profit or loss except when they relate to items
recognised in other comprehensive income in which case the taxes are also
recognised in other comprehensive income or when they relate to items
recognised directly in equity in which case the taxes are also recognised
directly in equity.
(i) 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 period. 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 period
in which they arise. Exchange differences arising on the retranslation of
non-monetary items carried at fair value are included in profit or loss for
the period except for differences arising on the retranslation of non-monetary
items in respect of which gains and losses are recognised in other
comprehensive income, in which case, the exchange differences are also
recognised in other comprehensive income.
On consolidation, income and expense items of foreign operations are
translated into the presentation currency of the Group (i.e. United States
dollars) at the average exchange rates for the year, unless exchange rates
fluctuate significantly during the period, in which case, the rates
approximating to those ruling when the transactions took place are used. All
assets and liabilities of foreign operations are translated at the rate ruling
at the end of the reporting period. 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.
(j) Employee benefits
(i) Defined contribution retirement plan
Contributions to defined contribution retirement plans are recognised as an
expense in profit or loss when the services are rendered by the employees.
(ii) Termination benefits
Termination benefits are recognised on the earlier of when the Group can no
longer withdraw the offer of those benefits and when the Group recognises
restructuring costs involving the payment of termination benefits.
(k) Provisions and contingent liabilities
Provisions are recognised for liabilities of uncertain timing or amount when
the Group has a legal or constructive obligation arising as a result of a past
event, which it is probable will result in an outflow of economic benefits
that can be reliably estimated.
Where it is not probable that an outflow of economic benefits will be
required, or the amount cannot be estimated reliably, the obligation is
disclosed as a contingent liability, unless the probability of outflow of
economic benefits is remote. Possible obligations, the existence of which
will only be confirmed by the occurrence or non-occurrence of one or more
future events, are also disclosed as contingent liabilities unless the
probability of outflow of economic benefits is remote.
(l) Impairment of other assets
At the end of each reporting period, the Group reviews the carrying amounts of
the following assets to determine whether there is any indication that those
assets have suffered an impairment loss or an impairment loss previously
recognised no longer exists or may have decreased:
· 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.
(m) Related parties
(a) A person or a close member of that person's family is related to the
Group if that person:
(i) has control or joint control over the Group;
(ii) has significant influence over the Group; or
(iii) is a member of key management personnel of the Group or the Group's parent.
(b) An entity is related to the Group if any of the following conditions
apply:
(i) The entity and the Group are members of the same group (which means that each
parent, subsidiary and fellow subsidiary is related to the others).
(ii) One entity is an associate or joint venture of the other entity (or an
associate or joint venture of a member of a group of which the other entity is
a member).
(iii) Both entities are joint ventures of the same third party.
(iv) One entity is a joint venture of a third entity and the other entity is an
associate of the third entity.
(v) The entity is a post-employment benefit plan for the benefit of the employees
of the group or an entity related to the Group.
(vi) The entity is controlled or jointly controlled by a person identified in (a);
or
(vii) A person identified in (a)(i) has significant influence over the entity or is
a member of key management personnel of the entity (or of a parent of the
entity).
(viii) The entity, or any member of a group of which it is a part, provides key
management personnel services to the Group or to the Group's parent.
Close members of the family of a person are those family members who may be
expected to influence, or be influenced by, that person in their dealings with
the entity and include:
(i) that person's children and spouse or domestic partner;
(ii) children of that person's spouse or domestic partner; and
(iii) dependents of that person or that person's spouse or domestic partner.
(n) 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.
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.
(o) Distributable reserve
It represents certain net earnings of prior years recognised according to the
carve-out principles of the HFI included in the listing prospectus, at the
time when the Group was previously not yet formed as a separate standalone
legal entity or group of entities.
4. KEY ACCOUNTING ESTIMATES
In the application of the Group's accounting policies, the directors are
required to make judgements, estimates and assumptions about the carrying
amounts of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual
results differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period or in the period
of the revision and future periods if the revision affects both current and
future periods.
Key sources of estimation uncertainty
In addition to information disclosed elsewhere in this financial information,
other key sources of estimation uncertainty that have a significant risk of
resulting a material adjustment to the carrying amounts of assets and
liabilities within next financial year are as follows:
(i) Impairment of financial assets measured at amortised cost
Management estimates the amount of loss allowance for ECL on financial assets
that are measured at amortised cost based on the credit risk of the respective
financial asset. The loss allowance amount is measured as the difference
between the asset's carrying amount and the present value of estimated future
cash flows after taking into consideration of expected future credit loss of
the respective financial asset. The assessment of the credit risk of the
respective financial asset involves high degree of estimation and uncertainty.
When the actual future cash flows are different from expected, a material
impairment loss or a material reversal of impairment loss may arise,
accordingly.
(ii) Merger reserves
These condensed consolidated interim financial statements have involved the
recognition and measurement of merger reserves arising from business
combinations under common control in the year ended 31 December 2024.
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, examines the Group's performance from a service provider's
perspective and has identified three reportable segments of its business under
IFRS 8.
The reportable segments are identified as fund administration, business
process outsourcing and governance 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 5% of
revenue in the interim period ended 30 June 2025 (30 June 2024: same).
Additionally, the Business Process Outsourcing segment includes a contribution
of US$0.7 million from a single external client for the interim period ended
30 June 2025, alongside revenue with Amicorp Group (See Note 12), reflecting a
more concentrated revenue profile in this segment.
Period ended 30 June 2025 Revenue Direct staff cost Other direct costs Gross profit
US$'000 US$'000 US$'000 US$'000
Fund Administration 4,147 (1,703) (220) 2,224
Business Process Outsourcing 4,224 (995) - 3,229
Governance and Compliance 1,035 (349) - 686
Total 9,406 (3,047) (220) 6,139
Indirect staff costs (1,908)
Other operating expenses (1,814)
Other gains 8
Finance income, net 91
Profit before income tax 2,516
Period ended 30 June 2024 Revenue Direct staff cost Other direct costs Gross profit
US$'000 US$'000 US$'000 US$'000
Fund Administration 3,982 (1,622) (210) 2,150
Business Process Outsourcing 3,776(2) (706) (2) - 3,070
Governance and Compliance 966 (355) - 611
Total 8,724 (2,683) (210) 5,831
Indirect staff costs (2,113) (2)
Other operating expenses (2,130) (2)
Finance expense, net (1) (2)
Profit before income tax 1,587
The amount of its revenue from external customers broken down by geographical
region of contracting Group entities is shown in the table below.
Geographical revenue
Period ended 30 June
2025 2024
US$'000 US$'000 (2)
LATAM 1,313 1,202
Europe 3,035 2,894
MEAI(1) 5,058 4,628
9,406 8,724
( )
(1) MEAI means Group's operations in the geographical region of Middle East,
Asia and India
(2) Changes to align with IFRS presentation, resulting from the Dec 2024
common control acquisitions, are reflected in the comparatives for the six
months ended 30 June 2024 in line with Section Reconciliation of Comparatives
and Note 3(c).
6. OTHER OPERATING EXPENSES
Period ended 30 June
2025 2024
US$'000 US$'000(1)
Business development expense 34 66
Statutory fee expenses 42 36
Travelling expenses 180 290
Other overhead expenses 303 261
559 653
(1) Changes to align with IFRS presentation, resulting from the December 2024
common control acquisitions, are reflected in these comparatives for the six
months ended 30 June 2024, in accordance with Section 'Reconciliation of
Comparatives' and Note 3(c).
7. PAYROLL AND REMUNERATION COSTS
Period ended 30 June
2025 2024(1)
US$'000 US$'000
Employee costs (including directors) comprise:
Wages and salaries 4,376 4,318
Social security costs 407 284
Contributions on defined contribution retirement plans 8 12
Other employment benefits 164 182
4,955 4,796
(1) Changes to align with IFRS presentation, resulting from the December 2024
common control acquisitions, are reflected in these comparatives for the six
months ended 30 June 2024, in accordance with Section 'Reconciliation of
Comparatives' and Note 3(c).
8. INCOME TAX
Period ended 30 June
2025 2024(1)
US$'000 US$'000
Current income tax 264 354
Deferred income tax 6 64
Total tax charge for the Period 270 418
(1) Changes to align with IFRS presentation, resulting from the December 2024
common control acquisitions, are reflected in these comparatives for the six
months ended 30 June 2024, in accordance with Section 'Reconciliation of
Comparatives' and Note 3(c).
9. TRADE RECEIVABLES
As at the Period / year ended
Jun-2025 Dec-2024
US$'000 US$'000
Trade receivables 2,649 3,232
Less: loss allowance (459) (426)
2,190 2,806
10. OTHER PROVISIONS AND PAYABLES
As at the Period / year ended
Jun-2025 Dec-2024
US$'000 US$'000
Current
Other payables and accruals 429 426
Fees billed in advance - 78
VAT payables 26 36
Group audit fee accruals 298 378
Payment in advance from customers 102 58
855 976
11. LEASES
This note provides information for leases where Group is a lessee within the
scope of IFRS 16.
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$131k in the six months ended 30
June 2025 (in the half year ended 30 June 2024: US$162k).
(i) Right of use assets
Office premise
US$'000
Cost
At 1 January 2024 1,189
Additions for the year 71
Disposals (283)
Exchange differences (16)
At 31 December 2024 961
Lease modifications 18
Exchange differences 10
At 30 June 2025 989
Accumulated depreciation
At 1 January 2024 464
Depreciation for the year 275
Disposals (191)
Exchange differences 2
At 31 December 2024 550
Depreciation for the period 115
Exchange differences 1
At 30 June 2025 666
Net carrying balance as at 30 June 2025 323
Net carrying balance as at 31 December 2024 411
(ii) Lease liabilities
Office premises
US$'000
At 1 January 2024 790
Additions 70
Interest expense 49
Lease payments (316)
Disposals (119)
Exchange differences (12)
At 31 December 2024 462
Lease modifications 18
Interest expense 15
Lease payments (131)
Exchange differences 7
At 30 June 2025 371
Discounted lease payments are due as follows:
As at the period / year ended
Jun-2025 Dec-2024
US$'000 US$'000
Within one year 204 246
In between one and two years 118 153
In between two and five years 49 63
371 462
Undiscounted lease payments are due as follows:
As at the Period / year ended
Jun-2025 Dec-2024
US$'000 US$'000
Within one year 220 267
In between one and two years 125 164
In between two and five years 56 73
401 504
Less: Future finance charges (30) (42)
Lease liabilities 371 462
Disclosed as:
Current 204 246
Non-current 167 216
371 462
(iii) Short term leases
Short-term leases are leases with a lease term of 12 months or less without a
purchase option. Under IFRS 16, these leases are not included in right of
use assets or lease liabilities, and such lease expenses are recognised in
profit and loss when incurred; these short term leases are immaterial to Group
in the six months ended 30 June 2025 (in the year ended 31 December 2024:
same).
12. RELATED PARTIES TRANSACTIONS
(a) Transactions with Amicorp Group
The following transactions were carried out with related parties who are
members of Amicorp Group.
Period ended 30 June
2025 2024
US$'000 US$'000
Revenue 2,206(1) 2,711(2)
Rental and remuneration expenses 789 557(2)
(1)Revenue related to the novation of capital market mandates from Amicorp
Group amounted to US$512k in the six month period to 30 June 2025. This income
earned from external clients is excluded from this disclosed amount due to its
external nature.
(2 Changes to align with IFRS presentation, resulting from the December 2024
common control acquisitions, are reflected in these comparatives for the six
months ended 30 June 2024, in accordance with Section 'Reconciliation of
Comparatives' and Note 3(c).)
As at the Period / year ended
June-2025 Dec-2024
US$'000 US$'000
Amounts due from/ (to) related parties 1,569 (193)
The expected credit loss assessment does not have a material impact on the
carrying amount of the amounts due from related companies, and no bad debt
allowance associated with these balances was recognised.
(b) Transactions with related parties other than Amicorp Group
There has been no related party other than Amicorp Group that the Group enters
into transactions with, related to fund administrative business, throughout
the interim period. The Group's transactions are conducted on an arm's
length basis.
(c) Transactions with key management personnel, remuneration and other
compensation
Key management personnel are those persons having authority and responsibility
for planning, directing and controlling the activities of Group, directly or
indirectly.
The summary of compensation of key management personnel is as follows:
Period ended 30 June
2025 2024
US$'000 US$'000
Salaries and short-term benefits 403 517
13. FINANCIAL RISK AND CAPITAL MANAGEMENT
The Group's major financial instruments include trade receivables, other
receivables and deposit, amounts due from related companies, cash and cash
equivalent and trade payables which are disclosed in respective notes. The
risks associated with these financial instruments include liquidity risk,
foreign currency risk, credit risk and interest rate risk. The management
manages and monitors these exposures to ensure appropriate measures are
implemented in a timely and effective manner.
(a) Liquidity risk and Capital management risk
Our assessment of liquidity risk and capital management risk remain consistent
with what was disclosed in the annual report for the year ended 31 December
2024, indicating no alterations. There has not been any bank facility or
financial covenants in the six months ended 30 June 2025 (in the six months
ended 30 June 2024: same).
(b) Foreign currency risk
The Group operates internationally and is exposed to foreign exchange risk
arising from its ongoing transactions and the financial assets and liabilities
denominated in foreign currencies. Foreign exchange risk also arises from
financial assets and liabilities denominated in the functional currencies in
which they are measured. Translation exposures with a functional currency
different from Group's presentation currency are not included in the
assessment of Group's exposure to foreign currency risks in accordance with
IFRS 7 - Financial Instruments: Disclosures.
In countries where the Group operates, except for Hong Kong, income and
expenditure are predominantly derived in respective functional currencies and
management therefore considers the transactional related foreign exchange risk
is insignificant. In Hong Kong, income is predominantly derived in US$ whilst
the expenditure is in HK$. Because of HK$ having been pegged to US$ at a
fixed rate of 7.8 by Hong Kong government since 1983, it is concluded that its
foreign currency risk against US$ is minimal in the jurisdiction. Overall, the
Group is not subject to significant foreign currency risks.
During the six months ended 30 June 2025, the Group recognised a foreign
exchange gain of US$97k in the condensed 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 foreign exchange difference that is recognised per IAS 21 for
monetary items expected to be settled is immaterial, given its intercompany
nature, to the Group's overall financial performance and does not indicate
significant ongoing transactional foreign exchange risk. The Group monitors
currency exposures and applies operational measures, such as matching income
and expenditure currencies where feasible, to minimise such risks without
using derivative financial instruments.
(c) Credit risk
The Group's credit risk is primarily attributable to its trade and other
receivables, contract assets and amounts due from related parties.
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.
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.
(d) 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.
(e) Fair value of financial instruments carried at other than fair value
The fair value of financial instruments represents the amount at which the
instrument could be exchanged in a current transaction between willing
parties, other than a forced sale or liquidation. The carrying amounts of
the Group's financial instruments carried at amortised cost approximate their
fair values as at 30 June 2025 (31 December 2024: same).
14. EVENTS OCCURRING AFTER THE REPORTING PERIOD
Subsequent to the six month period ended 30 June 2025, the Company intends to
issue 718,562 bonus ordinary shares of US$0.001 each, valued at approximately
US$1.2 million based on the closing share price of US$1.67 on 24 September
2025. The Bonus Issue, subject to shareholder approval and standard regulatory
approvals, will be distributed to shareholders on the register as of 24
September 2025. Further details will be provided in a circular to be issued to
shareholders.
No other subsequent events have occurred up to the report date.
15. CONTINGENT LIABILITIES
The Group has no contingent liabilities arising in the ordinary course of
business, which would be material in the context of the Group's condensed
consolidated financial position.
Principal Risks and Uncertainties
The Group faces a number of risks and uncertainties that may have an adverse
impact on the Group's operation, performance or future prospects.
The Board regularly assesses and monitors the principal risks and
uncertainties of the business, and considers that they have not changed and
remain relevant for the remaining six months of the 2025 financial year.
Such principal risks and uncertainties are summarised as follows:
Fiduciary risk
The Group, acting as directors and AML officers for fund clients, faces legal
obligations and decision-making responsibilities. Breaches could lead to
claims, sanctions, or material ad-verse effects on the business. The provision
of fiduciary and administration services will generally involve the service
provider having control over client assets such as bank accounts and
registered investments.
Legal and regulatory risk
Operating in multiple jurisdictions with varying legal and regulatory
requirements increases the likelihood of disputes and litigation. Compliance
with diverse and evolving regulations in multiple jurisdictions is
challenging. Non-compliance could lead to sanctions, impacting client
retention and reputation. The Group employs a risk-based approach to AML and
KYC practices.
Reputation risk
As a provider of fiduciary and administration services in highly regulated
markets, the Group's business depends on maintaining the trust and confidence
of its clients, regulators, and stakeholders. Any perception of misconduct,
legacy issues, or association with adverse events, regardless of legal
outcome, can negatively impact the Group's reputation and affect client
retention, new business acquisition, or regulatory standing.
Dependency on key personnel
The Group's success heavily relies on its senior management and qualified
personnel. Loss of key staff could disrupt business, affect client retention,
and impact growth and competitive position.
Performance risk
Complex activities of clients increase the risk of staff errors, potentially
leading to financial losses, regulatory sanctions, and reputational damage.
Misconduct or negligence by staff could further exacerbate these risks.
Client Relationship and Referral Dependence
A significant portion of revenue comes from existing clients. Failure to
maintain these relationships or to gain new clients through referrals could
adversely affect business and financial performance.
Growth and acquisitions risk
Managing growth involves investment in resources and technology. Inadequate
management of growth or unsuccessful integrations from acquisitions could
negatively affect financial conditions and operations. AMIF has limited
experience in acquisitions, which carries inherent risks.
Relationship with the Amicorp Group
Post-reorganisation, the Group relies on services from the Amicorp Group.
Non-compliance with contractual obligations by Amicorp Group could impact
operations in certain jurisdictions.
Reliance on third party systems
Dependence on third-party fund administration systems including Paxus and ICGS
poses risks. Disruptions could adversely affect client services and the
Group's financial condition.
Business continuity risk and IT security
Reliance on IT systems and networks exposes AMIF to operational risks.
Security or data breaches could lead to data loss, reputational damage, and
financial consequences.
Market risk
Economic conditions affect client activities, impacting demand for the Group's
services and revenue. The precise proportion of the Group's variable fees may
differ depending on asset size of funds, client preference, activity levels
and sector norms. These fee structures, based on asset sizes and market
conditions may potentially impact financial performance.
Statement of Directors' Responsibilities
Each of the Directors whose names appear below confirms that, to the best of
his or her knowledge:
· the condensed set of financial statements gives a true and fair view of the
assets, liabilities, financial position, and profit or loss of the issuer, or
undertakings included in the consolidation, as required by DTR 4.2.4R and
prepared in accordance with UK adopted IAS 34 'Interim Financial Reporting';
· the interim management report includes a fair review of the information
required by DTR 4.2.7R, namely:
- an indication of important events that have occurred during the first six
months and their impact on the condensed set of financial statements; and
- a description of the principal risks and uncertainties for the remaining six
months of the financial year; and
· the interim management report includes a fair review of the information
required by DTR 4.2.8 R, namely:
- related party transactions that have taken place in the first six months of
the current financial year and that have materially affected the financial
position or the performance of the enterprise during that period; and
- any changes in the related party transactions described in the last annual
report that could have a material effect on the financial position or
performance of the enterprise in the first six months of the current financial
year.
The Directors of Amicorp FS (UK) Plc as at the date of this announcement are
as follows:
Executive Directors
Chi Kin Lai, Chief Executive Officer
Tat Cheung (Stephen) Wong, Chief Financial Officer
Robin Hoekjan, Chief Operating Officer
Non-Executive Directors
Antonius Knipping, Chairman
Kathy Byrne
Patrick Byron
Approved by the Board and signed on its behalf by:
Chi Kin Lai Tat Cheung (Stephen) Wong
Chief Executive Officer Chief Financial Officer
25 September 2025 25 September 2025
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IR QZLFLEKLLBBFRecent news on Amicorp FS (UK)
See all newsREG - Amicorp FS (UK) PLC - Bonus Issue Record Date – Correction
AnnouncementREG - Amicorp FS (UK) PLC - Interim Results
AnnouncementREG - Amicorp FS (UK) PLC - Result of AGM
AnnouncementREG - Amicorp FS (UK) PLC - AGM Statement
AnnouncementREG - Amicorp FS (UK) PLC - Annual Financial Report 2024 and Notice of AGM
Announcement