REG - Amigo Holdings PLC - Annual Financial Report
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RNS Number : 5480L Amigo Holdings PLC 15 December 2025
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
15 December 2025
Amigo Holdings PLC
("Amigo" "PLC" or the "Company")
Financial Results for the financial period ended 30 September 2025
Amigo Holdings PLC today it announces results for the 18-months ended 30
September 2025.
Nick Beal, Chief Executive Officer commented:
"During the financial period we completed the Scheme of Arrangement and made
all of our staff redundant. That drew a line under Amigo's difficult recent
past.
Since the end of the financial period, we have announced that we appointed
Craig Ransley as a Board Consultant and that he has raised £1.5m in risk
capital (subject to approval by shareholders). The company is looking for
potential transactions in the mining sector and I believe that this is the
start of an exciting future for Amigo."
Operational Headlines
· In March 2023, Amigo moved into a 'Fallback' stage under its
court-approved Scheme of Arrangement.
· After that, the Board decided that Amigo would stop preparing its
accounts on a "going concern" basis (see note 1 in the Financial Statements).
· In March and April 2024, Amigo raised some funds to keep the PLC
solvent while the Board looked into possible reverse takeover (RTO)
opportunities that could return some value to shareholders.
· The main work required by the Scheme - winding down the business,
collecting or selling its loans to maximise returns for creditors, and
supporting remaining staff -was completed in July 2025.
· The Scheme was officially completed on 17 September 2025. This means
all obligations have been met as far as possible and Amigo moved fully into
liquidation of its subsidiaries.
· The workforce has been reduced to a small remaining team through
planned redundancies, and the last employees will shortly leave.
· On 29 September 2025, Amigo's subsidiaries entered members' voluntary
(solvent) liquidation and appointed liquidators.
· There was not enough available cash to make any further payments to
the approximately 130,000 Scheme creditors.
· Before liquidation, the subsidiaries transferred about £740,000 in
surplus cash to Amigo PLC which undertook to pay winding-up costs. These are
expected to be around £290,000, leaving about £460,000 (including the
£10,000 of other residual cash) to cover Amigo PLC's minimal running costs
and its ongoing search for an RTO opportunity.
· If no reverse takeover happens, shareholders are unlikely to receive
any remaining value once Amigo runs out of funds and is liquidated.
· In October 2025, Amigo appointed Criag Ransley as a Board consultant
to assist it to identify and pursue a reverse takeover in the mining sector.
· Subsequently, investors have irrevocably agreed to subscribe (subject
to shareholders' consent) for £1.5m of risk capital in convertible loan
notes.
· Amigo is also seeking to raise up to £188,100 (before expenses) from
existing shareholders.
Financial Headlines
• Chief Executive and Chief Financial Officer Kerry Penfold left in
May 2025. Her duties were taken over by Chief Restructuring Officer Nick Beal.
• Because the business is being wound down, Amigo no longer prepares
its accounts on a "going concern" basis.
• The Company changed its financial year-end to 30 September, so these
audited results cover an 18-month period ending 30 September 2025.
• All of Amigo's operating subsidiaries have now been put into
liquidation through solvent voluntary wind-ups.
• Before liquidation, the subsidiaries transferred approximately
£740,000 in cash to Amigo PLC, which provided an indemnity covering the costs
of the winding-up.
• Winding-up costs and indemnities are expected to total about
£290,000, leaving roughly £460,000 in surplus cash (including £10,000 of
other residual cash).
• This remaining cash is held by Amigo PLC to cover minimal running
costs and to support the search for a potential reverse takeover.
• With no trading or lending operations left, Amigo PLC is now
effectively a cash entity with limited cash and minimal liabilities. During
the reporting period, Amigo has significantly reduced its administrative and
corporate costs as part of the orderly wind-down.
• With the business no longer operating, traditional financial
measures such as revenue, loan book, or customer numbers are no longer
relevant. The focus is now on preserving cash, managing costs, and assessing
RTO options.
Contacts:
Amigo Holdings PLC investors@amigo.me (mailto:investors@amigo.me)
Nick Beal Chief Executive
This announcement contains inside information for the purposes of Regulation
11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310
(as amended). The person responsible for this announcement is Nicholas
Beal, Company Secretary.
Amigo is a public limited company registered in England and Wales with
registered number 10024479. The Amigo Shares are listed on the Official List
of the London Stock Exchange.
Forward looking statements
This report contains certain forward-looking statements. These include
statements regarding Amigo Holdings PLC's intentions, beliefs or current
expectations and those of our officers, Directors and employees concerning,
amongst other things, our financial condition, results of operations,
liquidity, prospects, growth, strategies, and the business we operate. These
statements and forecasts involve risk, uncertainty, and assumptions because
they relate to events and depend upon circumstances that will or may occur in
the future. There are a number of factors that could cause actual results or
developments to differ materially from those expressed or implied by these
forward-looking statements. These forward-looking statements are made only as
at the date of this announcement. Nothing in this announcement should be
construed as a profit forecast. Except as required by law, Amigo Holdings
PLC has no obligation to update the forward-looking statements or to correct
any inaccuracies therein
Chair's and CEO's Report
As we have concluded the wind down of Amigo Holdings PLC's Group (the Group),
the Chief Executive and I would like to provide shareholders, in our combined
review, with an update on our activities, financial position and the potential
future of Amigo Holdings PLC (Amigo).
Extension of Financial Year
Unusually, this review covers 18 months from 1 April 2024 to 30 September
2025. In March 2025, the Board agreed to extend the accounting reference date
from 31 March to 30 September 2025. This change was to preserve cash in Amigo.
In accordance with the UK Listing Rules, Amigo published two sets of unaudited
interim accounts in the financial 'year' for the two six-month periods ending
30 September 2024 and 31 March 2025.
Wind down and Scheme of Arrangement
In March 2023, having concluded that it could not raise the necessary equity
to continue lending, the Board made the incredibly difficult decision to
transition to the Fallback Solution under the Group's Scheme of Arrangement
(Scheme). This ended efforts to revive the lending business and initiated an
orderly wind down.
The Fallback Solution required the closure of its lending operations, an
orderly, solvent wind down of the lending businesses, and the eventual
liquidation of its subsidiaries.
The decision meant that Amigo Loans Ltd (ALL), the lending subsidiary,
immediately stopped new lending and focused instead on realising assets. All
surplus cash generated under the Court-approved Scheme was to be returned to
Scheme creditors (customers with valid redress claims in the Scheme).
The period from 1 April 2024 to 30 September 2025 was therefore one of
closure, transition, and completion. The business fully wound down, the Scheme
was completed, and the subsidiaries handed back their FCA authorisations and
were placed into liquidation. What remains is Amigo, a listed holding company
with modest residual cash resources looking for an opportunity for a reverse
takeover (RTO).
Completion of the Wind Down
The Group's focus during this period was to optimise recoveries for Scheme
creditors while minimising costs. The guiding principles remained: good
governance, fair treatment of customers, and strict control of expenses, while
ensuring Scheme creditors' returns balanced the amount paid and speed of
payment.
Loan book sales
• In January 2024, the RewardRate loan book was sold. RewardRate was
the new brand under which Amigo's loans were written after the Scheme was
approved by the Court.
• In May 2024, the bulk of Amigo's remaining loan portfolio was sold.
• By mid-2024, collections activity had effectively ceased.
• By December 2024, we had completed the sales of all the remaining
loans that we could sell.
All the loans were sold to unconnected FCA authorised third parties via
competitive tenders. In total, we completed 8 sales.
Customer base
• At March 2024, there were still around 12,000 borrowers with open
accounts.
• By January 2025, all accounts had been settled, sold, or written off
as part of the wind down.
Cost control
• The business moved twice to smaller offices (in May 2023 and July
2024) and then in May 2025 to only homeworking.
• Non-essential supplier contracts were reviewed at renewal and
cancelled.
• Staff numbers fell from 193 in March 2023 to 94 in March 2024 and
just nine by September 2025.
• Nevertheless, the Company ensured suppliers were paid under normal
contract terms. Key staff were retained for governance, regulatory liaison,
and Scheme operations.
Finishing the Scheme of Arrangement
The Scheme was a complex undertaking:
Claims volume
Over 209,000 claims were received, far more than expected, and many were
upheld in whole or in part. This significantly increased administrative work
and slowed processing.
Payments
• In May 2024, an Initial Scheme Payment of 12.5p in the pound was
declared and distributed to Scheme creditors. This Initial Scheme Payment
resulted in £73.8m being returned to Scheme creditors. This payment took
longer than expected because some customers had not provided us with their
up-to-date bank details to facilitate the payment. We did all we could to
reunite these customers with the money due to them by using tracing techniques
and sending them letters, emails and SMSs. Where the amount due to them was
larger, we also sent door-knockers to try to find them. Ultimately, some of
those customers forfeited their payment under the terms of the Scheme.
• In March 2025, an Additional Scheme Payment of 6.01p in the pound
was declared and distributed to Scheme creditors. The amount available for
distribution included the amount forfeited in relation to the Initial Scheme
Payment. This Additional Scheme Payment resulted in a further £34.4m being
returned to Scheme creditors. Again, despite our best efforts at
communication, some customers forfeited their payment under the terms of the
Scheme because they had still not provided their bank details.
• We considered whether it was feasible to distribute the forfeited
money as a further Scheme Payment; however, the costs of administering a
further payment were greater than the amount available for distribution.
Completion
• On 17 September 2025, PwC, as Scheme Supervisor, formally declared
the Scheme completed under its terms. This marked the end of the Group's
obligations to customers under the Scheme. The cash payment of £108.2m was
through the Scheme Payments, which exceeded the £95m expected when the court
approved the Preferred Solution under the Scheme. For customers, the
completion of the Scheme brought closure, with redress delivered through
refunds, balance write-offs, or Scheme payments at pence in the pound.
Handing back Regulatory Permissions
Amigo had two companies that were authorised and regulated by the Financial
Conduct Authority (FCA). By early July 2025, the FCA had agreed that we could
hand back both of our permissions. We want to thank the FCA for its assistance
and guidance throughout the Scheme process.
Liquidations of Subsidiaries
Following completion of the Scheme:
• On 29 September 2025, all of Amigo subsidiaries, including Amigo
Loans Ltd, Amigo Management Services Ltd, and ALL Scheme Ltd (the Scheme
special purpose vehicle), entered a solvent members' voluntary liquidation.
• Before liquidation, the subsidiaries transferred £740,000 of
residual funds to Amigo, with Amigo providing an indemnity undertaking to the
liquidators to cover all liquidation costs. These costs are expected to
consume around £290,000, leaving approximately £460,000 for Amigo (including
£10,000 of residual cash). This amount was too small to support a further
Scheme payment and will be used to fund Amigo's minimal overheads and the
continuing examination of potential RTO targets.
Amigo now exists as a listed company with no liabilities to Scheme creditors.
Following appointment of the liquidators of the subsidiaries, the financial
statements are presented on a standalone basis instead of a group
consolidation.
Our People and Culture
Our employees have been central to delivering the wind down and completing the
Scheme in an orderly and responsible manner. They have demonstrated remarkable
resilience through a very challenging period - providing excellent service
under challenging circumstances, knowing that their redundancies were
unavoidable.
Kerry Penfold did a great job of leading us through the most difficult parts
of the wind down. We are very grateful for her leadership and friendship.
Employee wellbeing remained a priority, with support provided to remaining and
departing staff throughout the wind down.
Amigo retained key staff in governance, customer care, and compliance roles
while it still had customers. However, they have now all left the business.
We have endeavoured to support departing employees through the redundancy
process.
By mid-2025, only a small team remained to finalise wind down and
pre-liquidation activities.
By October 2025, we had only four employees to support the liquidators and
oversee the final tasks.
All remaining employees have subsequently been made redundant.
Reporting and Financial Management
Amigo's financial reporting and structure also adapted during the wind down:
Overall Financial Performance
Fundraising: As described below under Strategic Initiatives, in April and May
2024, following General Meeting approval, Amigo raised just over £235,000 in
aggregate before expenses, through a small share placing. This extended
Amigo's financial runway.
Intercompany loan discharge: Also, as described below under Strategic
Initiatives, all intercompany debts due by Amigo to its subsidiaries were
discharged and released
Accounting year change: As mentioned above, Amigo changed its financial
year-end from 31 March to 30 September. The reason for this change was to
defer audit costs and conserve cash.
Ongoing cash position: Following the subsidiaries' liquidations, Amigo is left
with approximately £460,000 (net) at 30 September 2025 to fund corporate
costs and explore potential transaction opportunities.
Amigo's future as a Listed Company
With no lending operations and the Scheme obligations discharged, Amigo has
become a listed non-operating cash entity as the Board continues to explore
possible RTO opportunities, supported by external advisers, to create value
for shareholders.
It was clear that if a suitable opportunity did not emerge, that the Company
will, as previously indicated, ultimately seek shareholder approval to delist
from the London Stock Exchange and enter its own members' voluntary
liquidation.
At present, shareholders should recognise that Amigo's cash reserves are
limited, and unless a viable transaction is identified, the Company is
unlikely to have any remaining value.
Amigo PLC - Strategic Initiatives
As noted above, ahead of their solvent liquidations, the subsidiaries
transferred approximately £740,000 in residual funds to Amigo. After
estimated liquidation costs (c£290,000), around £460,000 (including £10,000
of residual cash) remains to fund corporate overheads and the continuing
examination of RTO targets. Before this transfer, Amigo had just £10,000
remaining from the share placing described below.
In line with our duties under the Companies Act, Amigo continued to explore
opportunities to enhance shareholder value:
Share Placing April/May 2024
A total of 95,019,200 new shares were issued fully paid across two tranches in
April and May 2024 at an issue price of 0.25p per share, raising just over
£235,000, before expenses. The second tranche of 71,252,800 shares required
shareholders to waive their pre-emption rights at a General Meeting held in
April 2024. The resolution was passed, with almost 98% votes cast in favour.
As part of that fundraising, all intercompany debts owed by Amigo to its
subsidiaries, totalling £71.0m, were discharged and released, but the
subsidiaries no longer supported Amigo's costs. Amigo had no ability to pay
these debts, and without this step, would have become insolvent if the loans
were called in during the subsidiaries' solvent liquidation.
New Risk Capital
On 27 October 2025, Amigo announced that it had appointed Craig Ransley
(Craig) as a Board consultant to assist the Board in identifying and pursuing
a reverse takeover in the mining sector.
Under Craig's consultancy agreement, Amigo agreed that if Craig successfully
introduced investors that irrevocably agreed to subscribe for a £1.5 million
capital raise, then Amigo would pay Craig a fee of £200,000. Craig agreed to
use the fee to subscribe for 57,035,200 Amigo new ordinary shares of 0.25p
each fully paid (Fee Shares) at an issue price of 0.3507p per Fee Share.
On 14 November 2025, Amigo announced that Craig had successfully introduced
investors that irrevocably subscribed for up to £1.5 million of unlisted
convertible loan notes (Loan Notes). Therefore, Amigo paid the £200,000 to
Craig who used that to subscribe for the Fee Shares.
The Loan Notes are convertible at a price of 0.3p per Amigo new ordinary
shares of 0.25p each fully paid into a maximum of 500,000,000 Amigo new
ordinary shares of 0.25p each fully paid (Conversion Shares). The subscription
for the Loan Notes is subject only to approval by shareholders at a General
Meeting. The Loan Notes are mandatorily convertible by Amigo in two tranches:
• First Tranche - Amigo will convert up to £1,125,000 of the Loan
Notes into a maximum of 375,000,000 Conversion Shares on 19 January 2026.
• Second Tranche - The balance of the Loan Notes which will convert
into a further 125,000,000 Conversion Shares will only be converted by Amigo
on publication of a prospectus, most likely in respect of any RTO, or as
otherwise permitted subsequently under the Prospectus Rules.
On 26 November 2025, Amigo announced that it will enable existing shareholders
to participate and buy new ordinary shares in the capital raise at the same
price as the Loan Notes through the Winterflood Retail Access Platform to
raise up to £188,100 subject also to approval by shareholders at a General
Meeting.
On 26 November 2025, Amigo announced that it will hold a general meeting to
consider a resolution relating to these proposals on 19 December 2025.
Board Changes
Jim McColl, who had been a Strategic Consultant to the Board since March 2024,
joined the Board in September 2024 as a Non-Executive Director. Jim brings 30
years of experience in building businesses and creating shareholder value. He
has focused on identifying potential RTO opportunities and guiding the Company
through its next phase.
Kerry Penfold resigned as an executive director on the Board in May 2025.
Kerry did an amazing job as CEO, leading the team through to completion of the
very complicated Scheme process.
Michael Bartholomeusz resigned as a Non-Executive Director on the Board in May
2025. We are very grateful for Michael's support during this very difficult
time for Amigo. His contributions to board discussions, with particular focus
on risk and regulation, helped ensure that we did the right thing for
customers.
Nick Beal, who had served as Chief Restructuring Officer since 2020, joined
the Board as CEO in May 2025.
These changes reflect the Board's alignment with Amigo's current phase and
strategic priorities.
Summary
The period from April 2024 to September 2025 saw the final stages of Amigo
Group's wind down:
• Loan books sold and collections ceased.
• Subsidiaries placed into solvent liquidation, with residual funds
transferred to the Amigo.
• At 30 September 2025, Amigo was a listed company with around
£460,000 cash (net of liabilities), no operations, and no Scheme liabilities.
This is not the outcome the Board or shareholders once hoped for. However,
Scheme creditors received a better result than originally forecast, and the
wind down has been conducted in a solvent, controlled, and responsible manner.
The future of Amigo PLC now rests on whether it can secure a viable RTO or
other corporate transaction with the resources available. If no suitable
transaction occurs, Amigo may seek shareholder approval to delist and enter
voluntary liquidation, leaving shareholders with no residual value.
Jonathan Roe
Chair
12 December 2025
Nick Beal
Chief Executive Officer
12 December 2025
Company statement of comprehensive income
as at 30 September 2025
18 months ended Year to
30 Sep 25 31 Mar 24
Notes £m £m
Impairment of investment in subsidiaries - (0.9)
Intercompany balances waived 12 71.3 -
Administrative and other operating expenses 2 (0.5) (0.3)
Profit/(loss) before tax 70.8 (1.2)
Tax on profit/(loss) 4 - (0.2)
Profit/(loss) and total comprehensive profit/(loss) attributable to equity
shareholders of the Company
70.8 (1.4)
The profit/(loss) is derived from continuing activities.
Profit/(loss) per share
Basic profit/(loss) per share (pence) 5 12.5 (0.3)
Company statement of financial position
as at 30 September 2025
30 Sep 25 31 Mar 24
Notes £m £m
Current assets
Cash and cash equivalents 6 0.7 -
Total assets 0.7 -
Current liabilities
Other payables 7 (0.8) (71.1)
Total liabilities (0.8) (71.1)
Net liabilities (0.1) (71.1)
Equity
Share capital 8 1.4 1.2
Share premium 207.9 207.9
Merger reserve 4.7 4.7
Retained earnings (214.1) (284.9)
Shareholders' equity (0.1) (71.1)
Company statement of changes in equity
for the financial period ended 30 September 2025
Share Share Merger Retained Total
capital premium Reserve(1) earnings equity
£m £m £m £m £m
At 1 April 2023 1.2 207.9 4.7 (283.5) (69.7)
Total comprehensive loss - - - (1.4) (1.4)
At 31 March 2024 1.2 207.9 4.7 (284.9) (71.1)
Shares issued 0.2 - - - 0.2
Total comprehensive income - - - 70.8 70.8
At 30 September 2025 1.4 207.9 4.7 (214.1) (0.1)
Company statement of cash flows
for the financial period ended 30 September 2025
Period to Year to
30 Sep 25 31 Mar 24
£m £m
Profit/(loss) for the period 70.8 (1.4)
Adjustments for:
Impairment of investments - 0.9
Intercompany balances waived (71.3) -
Income tax charge - 0.2
Operating cash flows before movements in working capital (0.5) (0.3)
Increase/(decrease) in payables 0.3 (0.2)
Net cash (used in) operating activities (0.2) (0.5)
Financing activities
Share capital issued 0.2 -
Proceeds from intercompany funding 0.7 0.5
Net cash from financing activities 0.9 0.5
Net increase in cash and cash equivalents 0.7 -
Cash and cash equivalents at beginning of period - -
Cash and cash equivalents at end of period 0.7 -
Notes to the financial statements - Company
for the financial period ended 30 September 2025
Statutory accounts and audit status
The financial information set out in this announcement does not constitute
statutory accounts as defined in section 435 of the Companies Act 2006.
The financial information for the 18-month period ended 30 September 2025 has
been extracted from the audited statutory accounts of Amigo Holdings plc,
which were approved by the Board and signed on 12 December 2025.
The independent auditor's report on those statutory accounts:
· was unmodified;
· did not contain a statement under section 498(2) or 498(3) of the Companies
Act 2006; and
· included an Emphasis of Matter drawing attention to the fact that the
financial statements have been prepared on a basis other than going concern,
as explained in Note 1 (Basis of preparation) to the financial statements. The
auditor's opinion is not modified in respect of this matter.
The audited statutory accounts for the year ended 31 March 2024 have been
delivered to the Registrar of Companies. The auditor's report on those
accounts was unmodified, did not contain a statement under section 498(2) or
498(3) of the Companies Act 2006, and included an Emphasis of Matter in
relation to the basis of preparation following the cessation of the Group's
lending activities and the implementation of the Scheme of Arrangement.
The statutory accounts for the 18-month period ended 30 September 2025 will be
delivered to the Registrar of Companies in due course.
1. Material accounting policies
i) Basis of preparation of financial statements
Amigo Holdings PLC (the "Company") is a company limited by shares and
incorporated and domiciled in England and Wales.
The principal activity of the Company was to act as a holding company for the
Amigo Loans Group of companies. The principal activity of the Amigo Loans
Group was previously to provide loans to consumers. With the Fallback Solution
under the Scheme of Arrangement ("Scheme") being implemented, leading to a
cessation of trade and implementation of a wind down plan in March 2023, there
has been no new lending in the eighteen months to 30 September 2025. The Amigo
Loans Group has collected its assets and settled all liabilities in line with
obligations under the Scheme, and the Scheme Supervisor passed a resolution
that the Scheme had been completed on 17 September 2025. On 29 September 2025,
liquidators were appointed to carry out solvent members' voluntary
liquidations of the Company's subsidiaries. Therefore as at 30 September 2025,
the Company did not control any subsidiary companies as such the financial
statements are for the Company only.
Amigo Holdings PLC changed its accounting reference date from 31 March to 30
September. The Directors implemented this change to preserve cash. The change
in the accounting reference date means that the amounts presented in the
financial statements are not entirely comparable, as this period's figures are
for an eighteen-month period whilst the comparatives are for a twelve-month
period. The Company has modest residual cash resources and is looking for a
reverse takeover opportunity. If a suitable opportunity does not emerge, then,
as previously indicated, the Company may ultimately seek shareholder approval
to delist from the London Stock Exchange and enter its own liquidation
process.
The financial statements have been prepared under the historical cost
convention, in accordance with International Financial Reporting Standards as
adopted by the UK, and in conformity with the requirements of the Companies
Act 2006.
The functional currency of the Company is GBP. These financial statements are
presented in GBP.
The following material accounting policies have been applied:
ii) Going concern
In determining the appropriate basis of preparation for these financial
statements, the Board has undertaken an assessment of the Company's ability to
continue as a going concern for a period of at least twelve months from the
date of approval of the financial statements.
In undertaking a Going Concern review, the Directors considered the former
Amigo Loans Group's implementation of the Fallback Solution announced on 23
March 2023, under the Scheme. The Fallback Solution required that the Group's
sole trading subsidiary, Amigo Loans Ltd ("ALL") to stop lending immediately
and be placed in an orderly wind down, with any surplus cash following the
wind down to be transferred to Scheme creditors. ALL would then appoint
liquidators within two months of the final monies being paid to ALL Scheme Ltd
("SchemeCo"). Throughout the period to 30 September 2025 the Fallback Solution
has progressed. Amigo's back book of loans has been run off or sold or written
off, interim and final distributions or Scheme payments have been paid to all
Scheme creditors, and almost all of the staff have exited the business since
implementation of the Fallback Solution. ALL entered liquidation on 29
September 2025, in line with obligations under the Scheme.
Given the cessation of trading on 23 March 2023, alongside no apparent
realistic strategic capital raise or viable alternative solutions, and the
requirement dictated by the Scheme to ultimately liquidate ALL (the Amigo
Loans Group's sole cash-generating unit), the Board has determined that the
financial statements for the period ended 30 September 2025 will be prepared
on a basis other than going concern, consistent with the prior period. In
making this assessment consideration was given to the potential for Amigo
Holdings PLC to attract a reverse takeover or similar transaction. However,
such an outcome, whilst the strategic intention of the Directors, does not
have sufficient certainty in either cashflow or ability to trade to change the
basis of preparation from that adopted in the period ended 30 September 2025.
The Directors believe there is no general dispensation from the measurement,
recognition and disclosure requirements of IFRS despite the Company not
continuing as a going concern. Therefore, IFRS is applied accordingly
throughout the financial statements. No material adjustments to the carrying
value of the assets or liabilities was required. The relevant accounting
standards for each part of the Financial Statements have been applied on the
conditions that existed and decisions that had been taken by the Board as at
or prior to 30 September 2025.
iii) Financial instruments
The Company primarily enters into basic financial instruments transactions
that result in the recognition of financial assets and liabilities.
a) Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions
repayable without penalty on notice of not more than 24 hours. Cash
equivalents are highly liquid investments that mature in no more than three
months from the date of acquisition and that are readily convertible to known
amounts of cash with insignificant risk of change in value.
2. Operating expenses
The main categories of expenditure included in administrative and other
operating expenses are professional fees £0.4m (2024: £0.3m) and employee
costs £0.1m (2024: £ nil). Other operating expenses include fees payable to
the Company's auditors for the audit of these financial statements amounted to
£30,000 (2024: £24,000).
3. Employees and key management remuneration
During the period one person served as Non-Executive Director. Wages and
salaries amounted to £0.1m (2024: £nil). The average number of employees
employed by the Company (including Directors) was nil in both the current and
prior periods.
The highest paid Director in the current period received remuneration of
£67,575 inclusive of employers' National Insurance (2024: £ nil). There were
no retirement benefits relating to key management personnel.
4. Taxation
The applicable corporation tax rate for the period to 30 September 2025 was
25.0% (2024: 25.0%) and the effective tax rate is 0.0% (2024: negative 0.8%).
Eighteen months to Year to
30 Sep 25 31 Mar 24
£m £m
Corporation tax
Current tax charge on profit/(loss) for the year - 0.2
Taxation charge on profit/(loss) - 0.2
A reconciliation of the actual tax charge, shown above, and the profit/(loss)
before tax multiplied by the standard rate of tax, is as follows:
Eighteen months to Year to
30 Sep 25 31 Mar 24
£m £m
Profit/(loss) before tax 70.8 (1.2)
Profit/(loss) before tax multiplied by the standard rate of corporation tax in 17.7 (0.3)
the UK of 25% (2024: 25%)
Effects of:
Income not taxable for Corporation tax purposes (intercompany loan waivers) (17.8) -
Expenditure not deductible for tax purposes - 0.3
Other - 0.2
Current-year losses for which no deferred tax asset is recognised 0.1 -
Total tax charge for the year 0.0 0.2
Effective tax rate 0.0% (16.7)%
5. Profit/(loss) per share
Basic profit/(loss) per share is calculated by dividing the profit/(loss) for
the period attributable to equity shareholders by the weighted average number
of ordinary shares outstanding during the period.
30 Sep 25 31 Mar 24
Pence Pence
Basic profit/(loss) per share 12.5 (0.3)
Adjusted (loss) per share(1) (0.1) (0.1)
1 Adjusted (loss) per share and earnings for adjusted basic
earnings(loss) per share are non-GAAP measures.
Reconciliations of the earnings used in the calculations are set out below.
30 Sep 25 31 Mar 24
£m £m
Profit/(loss) for basic EPS 70.8 (1.4)
Impairment of subsidiaries - 0.9
Intercompany balances waived (71.3) -
Profit/(loss) for adjusted basic EPS1 (0.5) (0.5)
Basic weighted average number of shares (m) 565.2 475.3
1. Adjusted /(loss) per share and earnings for adjusted basic
profit/(loss) per share are non-GAAP measures.
Reconciliation of the weighted average number of shares used in the
calculations are set out below.
Number Average
Days in issue Days in period
Weighted average (million)
As at 31 March 2024 475.3 548 548 475.3
Shares issued 5 April 2024 23.8 544 548 23.6
Shares issued 9 May 2024 71.3 510 548 66.3
As at 30 September 2025 570.4 565.2
6. Cash and cash equivalents
Since entering the Fallback Solution the management of cash balances changed
substantially in line with obligations under the Court approved Scheme of
Arrangement. The Scheme was designed to ensure the Group could carry out an
orderly wind down, which include having access to sufficient liquidity from
previously restricted balances. The Scheme is now complete and redress
delivered to customers, and Amigo's subsidiaries have entered a solvent
members' voluntary liquidation. Before liquidation, the subsidiaries
transferred £0.7m of residual funds to Amigo Holdings PLC, with an indemnity
undertaking from Amigo Holdings PLC in favour of the Liquidators to pay all
liquidation costs. These costs are expected to consume around £0.3m, leaving
approximately £0.4m for Amigo Holdings PLC. This amount was too small to
support a further Scheme payment. This will fund Amigo Holdings PLC's minimal
overheads and potential search for future opportunities. Amigo Holdings PLC
exists as a listed company with no liabilities to Scheme creditors.
7. Other payables
30 Sep 25 31 Mar 24
£m £m
Amounts owed to third parties 0.4 -
Amounts owed to Group undertakings - 71.0
Accruals and deferred income 0.4 0.1
0.8 71.1
As explained further in note 12, the £0.4m owed to Amigo Management Services
(in liquidation) has been reclassified as a third-party loan balance at the
period end. This loan arose from the transfer of residual funds to Amigo
Holdings PLC from the subsidiaries prior to entering liquidation (note 6),
8. Share capital
On 4 July 2018 the Company's shares were admitted to trading on the London
Stock Exchange. Immediately prior to admission the shareholder loan notes were
converted to equity, increasing the share capital of the business to 475.3m
ordinary shares and increasing net assets by £207.2m. On 28 March 2024 Amigo
announced that Peterhouse Capital Limited arranged for the placing of
95,019,200 new ordinary shares of 0.25p each fully paid, ranking pari passu in
all respects with the existing issued ordinary shares. On 5 April 2024,
23,766,400 of these shares ("First Placing Shares") were admitted for listing
on the Equity Shares (Commercial Companies) Category of the Official List and
to trading on the main market for listed securities of the London Stock
Exchange. The remaining 71,252,800 shares ("Second Placing Shares") were
admitted for listing on 9 May 2024.
On 11 July 2025 the 41,000 deferred ordinary shares of £0.24 each were
cancelled.
Allotted and called up shares at par value
30 Sep 25
£'000
Total
41,000 deferred ordinary shares of £0.24 each -
570,352,960 ordinary shares of 0.25p each 1,426
1,426
31 Mar 24
£'000
Total
41,000 deferred ordinary shares of £0.24 each 10
475,333,760 ordinary shares of 0.25p each 1,188
1,198
Ordinary A Ordinary B Ordinary C Ordinary D Ordinary Total
Number Number Number Number Number Number
At 31 March 2018 803,574 41,000 97,500 57,926 - 1,000,000
Subdivision (803,574) (41,000) (97,500) (57,926) 400,000,000 399,000,000
Shareholder loan note conversion - - - - 75,333,760 75,333,760
At 31 March 2019 - - - - 475,333,760 475,333,760
At 31 March 2020 - - - - 475,333,760 475,333,760
At 31 March 2021 - - - - 475,333,760 475,333,760
At 31 March 2022 - - - - 475,333,760 475,333,760
At 31 March 2023 - - - - 475,333,760 475,333,760
At 31 March 2024 - - - - 475,333,760 475,333,760
Shares issued 95,019,200 95,019,200
At 30 September 2025 - - - - 570,352,960 570,352,960
Ordinary shares
The holders of ordinary shares are entitled to receive dividends as declared
from time to time and are entitled to one vote per share at general meetings
of the Company. Each ordinary share in the capital of the Company ranks
equally in all respects and no shareholder holds shares carrying special
rights relating to the control of the Company. The nominal value of shares in
issue is shown in share capital, with any additional consideration for those
shares shown in share premium.
Deferred shares
At the time of the IPO and subdivision the 41,000 ordinary B shares were split
into 16,400,000 ordinary shares of 0.25p and 41,000 deferred shares of £0.24.
The deferred shares did not carry any rights to receive any profits of the
Company or any rights to vote at a general meeting. Prior to the subdivision
the ordinary B shares had 1.24 votes per share; all other shares had one vote
per share. These deferred shares were cancelled on 11 July 2025.
Dividends
Dividends are recognised through equity, on the earlier of their approval by
the Company's shareholders or their payment.
The Board has decided that it will not propose a final dividend payment for
the period ended 30 September 2025 (2024: £nil).
9. New standards and interpretations
The following standards, amendments to standards and interpretations are newly
effective in the period. There has been no significant impact to the Company
as a result of their issue.
· Amendment to IAS 1 - Non-current liabilities with covenants
· Amendment to IFRS 16 - Leases on sale and leaseback
· Amendment to IAS 7 and IFRS 7 - Supplier finance
· IFRS S1 - General requirements for disclosure of
sustainability-related financial information
· IFRS S2 - Climate-related disclosures
Other standards
The IASB has also issued the following standards, amendments to standards and
interpretations that will be effective from 1 January 2025, however these have
not been early adopted by the Company. The Company does not expect any
significant impact on its consolidated financial statements from these
amendments.
· Amendment to IAS 21 - Lack of exchangeability
· Amendments to the SASB standards to enhance their international
applicability
10. Investment in subsidiaries
The following were subsidiary undertakings of the Company and included
undertakings registered or incorporated up to the date of the Directors'
Report as indicated. Unless otherwise indicated all Group owned shares are
ordinary. All entities were subsidiaries on the basis of 100% ownership and
shareholding.
As part of the orderly wind down of activities of the Group, on 29 September
2025, all of Amigo's subsidiaries have appointed Chris Laverty and Sean
Croston of Grant Thornton UK Advisory & Tax LLP as joint liquidators to
carry out solvent members' voluntary liquidations of the Company's
subsidiaries.
Class of Ownership Ownership
Name Country of incorporation shares held 30 Sep 31 March 2024 Principal activity
2025
Direct holding
Amigo Loans Group Ltd1,2, United Kingdom Ordinary - 100% Holding company
Amigo Loans Holdings Ltd1,3,4 United Kingdom Ordinary - 100% Holding company
ALL Scheme Ltd1,4 United Kingdom Ordinary - 100% Special purpose
vehicle
Indirect holdings
Amigo Loans Ltd1,4 United Kingdom Ordinary - 100% Trading company
Amigo Management Services Ltd1,4 United Kingdom Ordinary - 100% Trading company
(1 ) (Registered at 71-75 Shelton Street, Covent Garden,
London, United Kingdom, WC2H 9JQ.)
(2 ) (Liquidators appointed on 28 March 2025)
(3 ) (Became direct holding in March 2025)
(4 ) (Liquidators appointed on 29 September 2025)
( )
11. Capital commitments
The Company had no capital commitments as at 30 September 2025 (2024: £nil).
12. Related party transactions
The Company received charges from and made charges to its 100% owned
subsidiaries. Amounts owed to Group undertakings are considered
non-recoverable and were waived in the period to 30 September 2025. As part of
the liquidation of the Scheme business, all residual free cash totalling
£0.7m, was lent to Amigo for a period of twelve months (the "Loan
Term"). Amigo gave the Scheme businesses/the liquidators an indemnity to pay
all cost of liquidating the Scheme businesses. These costs were estimated to
total £0.3m, leaving a net loan, after set-off, of £0.4m (which remains a
contingent liability). This loan can be called in at the end of the Loan Term.
However, this money would be immediately returned to Amigo (as the final
beneficial shareholder) following the solvent liquidation of the Scheme
businesses. This £0.4m is designated as a third-party loan balance at the
period end, since Amigo Holdings PLC no longer exerts control over the
subsidiaries now that they are in liquidation.
Carrying Carrying
Value Movement Movement from Balance waived Gross Value
to balance
(Opening) (Closing)
£m £m £m £m £m £m
Period to 30 September 2025
Amigo Loans Ltd (66.3) - - 66.3 - -
Amigo Management Services Ltd (4.7) - (0.7) 5.0 (0.4) (0.4)
Year to 31 March 2024
Amigo Loans Ltd (66.0) (0.3) - (66.3) (66.3)
Amigo Management Services Ltd (4.4) - (0.3) - (4.7) (4.7)
13. Post balance sheet events
Appointment of Board consultant
On 27 October 2025, Amigo announced that it had appointed Craig Ransley
("Craig") as a Board consultant to assist the Board in identifying and
pursuing a reverse takeover in the mining sector.
Under Craig's consultancy agreement, Amigo agreed that if Craig successfully
introduced investors that irrevocably agreed to subscribe for a £1.5 million
capital raise, then Amigo would pay Craig a fee of £200,000. Craig agreed to
use the fee to subscribe for 57,035,200 Amigo new ordinary shares of 0.25p
each fully paid ("Fee Shares") at an issue price of 0.3507p per Fee Share.
On 14 November 2025, Amigo announced that Craig had successfully introduced
investors that irrevocably agreed to subscribe for up to £1.5 million of
unlisted convertible loan notes ("Loan Notes"). Therefore, Amigo paid the
£200,000 to Craig who used that money to subscribe for the Fee Shares.
Risk capital raise of £1.5m from institutional investors
On 14 November 2025, Amigo announced that institutional investors had
irrevocably agreed to subscribe for up to £1.5 million of unlisted
convertible loan notes ("Loan Notes"). The Loan Notes are convertible at a
price of 0.3p per Amigo new ordinary share of 0.25p each fully paid into a
maximum of 500,000,000 Amigo new ordinary shares of 0.25p each fully paid
("Conversion Shares"). The subscription for the Loan Notes is subject only to
approval by shareholders at a General Meeting. The Loan Notes are mandatorily
convertible by Amigo in two tranches:
· First Tranche - Amigo will convert up to £1,125,000 of the Loan
Notes into a maximum of 375,000,000 Conversion Shares on 19 January 2026.
· Second Tranche - The balance of the Loan Notes, which will
convert into a further 125,000,000 Conversion Shares, will only be converted
by Amigo on publication of a prospectus, most likely in respect of any RTO, or
as otherwise permitted subsequently under the Prospectus Rules.
Risk capital raise from existing shareholders
On 26 November 2025 Amigo announced that it will enable existing shareholders
to participate and buy new ordinary shares in the capital raise at the same
price as the Loan Notes through the Winterflood Retail Access Platform to
raise up to £188,100 subject also to approval by shareholders at a General
Meeting.
General Meeting to be held
On 26 November 2025, Amigo announced that it will hold a general meeting to
consider and vote on a resolution relating to the above proposals on 19
December 2025.
Appendix: alternative performance measures
Given the completion of the Scheme and the winding down of the Group's lending
business, the Board believes that disclosure of alternative performance
measures ("APMs") are significantly reduced.
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