Alpha Group Intl PLC - Half Year Results

Notes to the Consolidated Financial Statements

 

1. General information

 

Alpha Group International plc (the "Company") is a public limited company having listed its shares on the Main market of The London Stock Exchange since 2 May 2024 (previously listed on AIM, since 7 April 2017). The Company is incorporated and domiciled in the UK (registered number 07262416) and its registered office is Brunel Building, 2 Canalside Walk, London, England, W2 1DG.

 

The consolidated interim financial statements incorporate the results of the Company and its subsidiary undertakings.

 

 

2. Basis of preparation

 

The consolidated interim financial statements ('interim financial statements') have been prepared in accordance with IAS 34 'Interim Financial Reporting' as issued by the IASB and adopted for use in the UK. They do not include all of the information and disclosures required for full annual financial statements and therefore should be read in conjunction with the Alpha Group International Plc Annual Report and Financial Statements for the year ended 31 December 2024, which were prepared under UK-adopted International Financial Reporting Standards.

 

The financial information is presented in Pounds Sterling ("£"), which is the Group's functional currency, and all values are rounded ("£'000") to the nearest thousand except where otherwise indicated.

This interim financial information has not been audited and the financial information contained in this report does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. The information relating to the year to 31 December 2024 has been extracted from the audited financial statements for that year.

 

The Group's financial statements for the year ended 31 December 2024 have been reported on by auditors, BDO LLP, and have been delivered to the Registrar of Companies. The auditors report on those financial statements was unqualified and did not contain statements under Section 498(2) or Section 498(3) of the Companies Act 2006.

 

Going concern

 

The Board has concluded that it is appropriate to adopt the going concern basis, having undertaken a review of financial forecasts and available resources. The Group meets its day-to-day working capital requirements through its strong cash reserves. As at 30 June 2025, the Group had £209.9m of cash and cash equivalents (see note 13), with no debt financing commitments. The Group has net current assets of £245.0m and net assets of £316.9m.

 

In assessing going concern, management have considered some down-side scenarios where adjusted net cash and collateral was stress tested against collateral requirements to banking counterparties. The assessment considered the impact on the Group's operations, its 2025 budget and 2026 internal forecasts to December 2026.

 

In these scenarios, the Group has sufficient liquidity, no external debt, and the availability of mitigating actions that would allow it to meet its financial liabilities as they fall due. These mitigating actions, should they be required, are within management's control.

 

The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The Group continues to adopt the going concern basis in preparing the consolidated interim financial statements.

 

 

Accounting policies

 

The accounting policies adopted by the Group in these interim financial statements are consistent with those applied by the Group in its consolidated financial statements for the year ended 31 December 2024.

 

New standards, interpretations and amendments effective from 1 January 2025:

There are no new standards and interpretations which became mandatorily effective for the current reporting period which have had a material effect on the financial statements of the Group.

 

New standards, interpretations and amendments not yet effective:

IFRS 18 Presentation and Disclosure in Financial Statements is effective for annual reporting periods beginning on or after 1 January 2027. The Group has not early adopted IFRS 18.

IFRS 18 introduces revised requirements for the presentation and disclosure of financial performance. The Group is currently assessing the potential impact of IFRS 18 on its consolidated financial statements.

 

 

3. Significant accounting estimates and judgements

 

The preparation of the Group's interim financial statements requires management to make estimates, judgements and assumptions about the carrying amounts of assets and liabilities. Uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the assets or liability affected in the future.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. In the process of applying the Group's accounting policies, management has made the following judgements and estimates which have the most significant effect on the amounts recognised in the interim financial statements.

 

Significant estimates

 

Impairment of financial assets

An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. Impairment losses are recognised in the Consolidated Statement of Comprehensive Income. The Group performs an assessment of significant increase in credit risk on an annual basis, as well as assessing counterparty credit risk on an ongoing basis via the credit value adjustment model. We consider there to be no indication of material change in our credit risk assessment at 30 June 2025.

 

Fair value - Credit valuation adjustment

The credit value adjustment of £4.5m (FY2024: £4.4m) has been calculated by management based on the assumption that the Group will be unable to collect all the receivable amounts due under the contract terms, and therefore, is a method of counterparty credit risk management. In order to calculate expected future cash flows, management make an estimate using the latest real-time market information, forward-looking volatility, credit quality of the borrower and experience.

 

Significant judgements

 

Development costs

Development costs that are directly attributable to the development of a project are capitalised based on management's assessment of the likelihood of a successful outcome for each project. This is based on management's judgment that the project is technologically, commercially and economically feasible in accordance with IAS 38 Intangible Assets. In determining the amount to be capitalised, management make assumptions regarding the expected future cash generation of the project, i.e. Group revenue, and expected benefit of period.

 

Share-based payments - Option fair values

Equity settled share awards are recognised as an expense based on their fair value at date of grant. The value of these share option schemes are estimated through the use of option valuation models which require an element of judgement in assessing the inputs. Judgement is also exercised in assessing the number of options subject to non-market vesting conditions that will vest. Further details are set out in note 16.

 

Carrying value of goodwill attributable to Cobase - estimation of recoverable amount

Goodwill of £4.7m arose on the acquisition of Financial Transaction Services B.V. (trading as "Cobase") and has been tested for impairment at period end. Recoverable amount has been assessed based on estimates of the fair value less cost to sell. For the period ending 30 June 2025, management have undertaken a review for indicators of impairment and have determined that there is sufficient headroom and therefore no impairment charge has been recognised.

 

 

4. Alternative Performance Measures

 

The Group uses alternative performance measures to monitor performance and cash flows (we refer to these results as 'adjusted' or 'underlying'). This is consistent with the way that financial performance is measured by management and reported to the Executive Committee and Board. These measures are not measures of performance under IFRS and should be considered in addition to, and not as a substitute for, IFRS measures of financial performance and liquidity. These measures may not be comparable across companies.

 

Financial performance

This note analyses non-underlying items, which are included in our results but are excluded from underlying operating profit, underlying profit before taxation and underlying EPS.

 

Non-underlying items in the period are made up of the below charges and net treasury income - client funds:

 

	Six months	Six months	Year
	ended	ended	ended
	30 Jun 2025	30 Jun 2024	31 Dec 2024
	£'000	£'000	£'000
Non-underlying items in operating expenses
Amortisation of purchased intangible assets	41	43	82
Share-based payments charge - existing schemes	3,751	408	5,325
Share-based payments charge - Founder Incentive Scheme1	11,870	-	-
Advisor fees relating to Corpay offer	1,650	-	-
Acquisition costs in relation to business combinations	-	99	104
Costs associated with the Company's move from AIM to Main market	-	2,719	2,746
Redemption liability - fair value movement2	(80)	-	-
Total non-underlying items in operating expenses	17,232	3,269	8,257
Non-underlying items in finance expenses
Redemption liability - discount unwind2	809	-	-
Total non-underlying items	18,041	3,269	8,257

 

¹ Refer to note 16 for further details.

² On acquisition of Financial Transaction Services B.V. (Cobase) in December 2023, the Group recognised a liability of £1.9m, comprising the fair value of the consideration payable to the non-controlling interests at that time, under the terms of put and call options entered into. The interests are to be acquired in four tranches between 31 December 2025 and 31 December 2029 with pricing based tied to trailing revenue and profitability measures. The Group has updated its assessment of the fair value of the consideration payable as an operating expense, as well as reflecting an unwind of the discount to reflect time value of money through finance expense. On the basis that the fair value assessment and discount unwind are associated with the Cobase acquisition and are not representative of in-period trading, they have been treated as non-underlying items.

At 30 June 2025 the redemption liability relating to the acquisition of Cobase has been revalued to £2.6m in the balance sheet and as such a fair value movement has been recognised in operating expenses. Additionally, as the liability approaches its settlement dates, the time value of money is recognised as a finance cost. This reflects the unwinding of the discount on the liability over time, increasing the liability to its settlement amount.

 

Share-based payments, amortisation of intangible assets and redemption liability fair value movement and discount unwind are non-cash underlying items, the cash flow impact of the other non-underlying items is not materially different from their impact on the Consolidated Statement of Comprehensive Income. Additionally, the Founder Incentive Scheme (included within share-based payments and detailed further in note 16) will not create any dilution of any other shareholders' interest as Morgan Tillbrook will provide/has already provided the shares to fund the arrangements.

 

The following tables show the reconciliation of the Group's statutory performance measures to our underlying financial performance measures:

 

 

Six months ended June 2025	Operating profit	Profit before tax	Profit after tax	Earnings attributable to equity holders	Basic EPS
	£'000	£'000	£'000	£'000	Pence
Statutory measure	46,913	48,471	35,066	35,242	82.0
(Deduct)/add back:
Net treasury income - client funds3	(38,581)	(38,581)	(38,581)	(38,581)	(89.8)
Non-underlying items	17,232	18,041	18,041	18,041	42.0
Tax effect of above items	-	-	6,668	6,668	15.5
Underlying measure	25,564	27,931	21,194	21,370	49.7

 

 

Six months ended June 2024	Operating profit	Profit before tax	Profit after tax	Earnings attributable to equity holders	Basic EPS
	£'000	£'000	£'000	£'000	Pence
Statutory measure	58,439	60,822	44,646	44,840	104.3
(Deduct)/add back:
Net treasury income - client funds3	(41,781)	(41,781)	(41,781)	(41,781)	(97.2)
Non-underlying items	3,269	3,269	3,269	3,269	7.6
Tax effect of above items	-	-	9,628	9,628	22.4
Underlying measure	19,927	22,310	15,762	15,956	37.1

 

 

Year ended 31 December 2024	Operating profit	Profit before tax	Profit after tax	Earnings attributable to equity holders	Basic EPS
	£'000	£'000	£'000	£'000	Pence
Statutory measure	118,295	123,114	92,725	93,019	215.7
(Deduct)/add back:
Net treasury income - client funds3	(83,996)	(83,996)	(83,996)	(83,996)	(194.8)
Non-underlying items	8,257	8,257	8,257	8,257	19.2
Tax effect of above items	-	-	19,971	19,971	46.3
Underlying measure	42,556	47,375	36,957	37,251	86.4

 

³ Net treasury income - client funds ('NTI - client funds') is made up of interest generated from client balances. Whilst the increased interest stream is a positive boost for the Group and a natural by-product of our increasingly diversified product offering, we are mindful that aspects of its dynamics are driven by macroeconomics beyond our control. We have therefore chosen to disclose interest income on client balances as 'net treasury income - client funds' separately on the face of the Consolidated Statement of Comprehensive Income.

 

 

 

Cash flows

The Group's statutory cash position can fluctuate significantly from day to date due to the impact of changes in: collateral paid to banking partners, margin received from clients, early settlement of trades, or the unrealised mark-to-market profit or loss from client swaps. These movements result in an increase or decrease in cash with a corresponding change in other payables and trade receivables. Therefore, in addition to the statutory cash flow, the Group presents an adjusted net cash summary excluding these items, shown below.

 

	30 Jun 2025	30 Jun 2024	31 Dec 2024
	£'000	£'000	£'000
Statutory cash and cash equivalents	209,881	190,076	252,468
Variation margin paid to/(receivable from) banking counterparties*	104,262	909	(13,097)
	314,143	190,985	239,371
Margin received from clients**	(94,661)	(30,223)	(35,336)
Net MTM timing of profit from client drawdowns and extensions within trade receivables	15,004	19,015	13,503
Adjusted net cash***	234,486	179,777	217,538

 

*Includes MTM on Alpha's interest rate swaps

** Included in 'other payables' within 'trade and other payables'

*** Excluding collateral received from clients, collateral paid to banking counterparties, early settlement of trades and other unrealised mark to market profit or loss from client swaps and roles.

 

 

5. Segmental reporting

 

These segments align with the management accountabilities for performance management and the basis for internal financial reporting and represent our reportable segments. These three segments are explained further as below:

 

Corporate: Alpha's corporate division operates from its own UK HQ (consisting of sales and operations), and seven additional international sales offices in the Netherlands, Spain, Italy, Germany, Austria, Australia, and Canada. Revenues are derived from the provision of market risk management services to corporates across more than 50 countries, covering foreign exchange exposure and, more recently, interest rates and commodities.

Private Markets: Alpha's private markets division operates from its own UK HQ (consisting of sales and operations) and two additional operations offices in Luxembourg and Malta. Revenues are derived from the provision of FX risk management, accounts and payments, and fund finance services to private market firms.

Cobase: Cobase is a treasury-focused technology platform acquired by the Group in December 2023. Based in Amsterdam, the company provides bank connectivity technologies that enable businesses to manage their banking relationships, accounts and transaction activity all in one place. Revenues are derived from platform usage and annual subscription fees.

 

The chief operating decision makers, being the Group's Chief Executive Officer and the Chief Financial Officer, monitor the results of the operating segments separately each month. Key measures used to evaluate performance are revenue, and underlying profit before taxation. Management believe that these measures are the most relevant in evaluating the performance of the segment and for making resource allocation decisions.

 

The Group has disclosed revenue for each segment disaggregated between Risk Management, Accounts & Payments and Platform fees, to assist users in understanding the product mix. All costs are attributed to these segments.

 

 

The Corporate division has overseas offices in Australia, Canada, Netherlands, Italy, Spain, Germany and Austria. These offices contributed aggregate revenue of £25.1m (HY24: £12.3m, FY24: £27.2m) and underlying profit before taxation of £6.3m (HY24: £2.4m, FY24: £6.6m). A small component of Private Markets costs arise in Luxembourg, and the profit related to the Malta office has been allocated between the various European entities it supports.

 

 

Six months ended 30 June 2025	Corporate	Private Markets	Cobase	Total
	£'000	£'000	£'000	£'000
Risk Management*	50,094	14,224	-	64,318
Accounts & Payments**	-	19,826	-	19,826
Platform fees	-	-	2,065	2,065
Total revenue	50,094	34,050	2,065	86,209
Net treasure income - own funds	569	-	-	569
Segment income	50,663	34,050	2,065	86,778
Operating costs***	(30,918)	(27,651)	(2,645)	(61,214)
Underlying operating profit	19,745	6,399	(580)	25,564
Finance income	2,938	51	-	2,989
Finance costs***	(180)	(440)	(2)	(622)
Underlying profit before taxation	22,503	6,010	(582)	27,931
Underlying profit before taxation margin	45%	18%	-28%	32%
Net treasure income - client funds	2,107	36,474	-	38,581
Non-underlying items				(18,041)
Profit before taxation				48,471

 

 

 

Six months ended 30 June 2024 - Represented1	Corporate	Private Markets	Cobase	Total
	£'000	£'000	£'000	£'000
Risk Management*	29,783	14,207	-	43,990
Accounts & Payments**	-	19,072	-	19,072
Platform fees	-	-	1,263	1,263
Total revenue	29,783	33,279	1,263	64,325
Net treasure income - own funds	664	-	-	664
Segment income	30,447	33,279	1,263	64,989
Operating costs***	(18,904)	(23,471)	(2,687)	(45,062)
Underlying operating profit	11,543	9,808	(1,424)	19,927
Finance income	2,992	-	-	2,992
Finance costs	(221)	(388)	-	(609)
Underlying profit before taxation	14,314	9,420	(1,424)	22,310
Underlying profit before taxation margin	48%	28%	(113%)	35%
Net treasure income - client funds	1,973	39,808	-	41,781
Non-underlying items				(3,269)
Profit before taxation				60,822

 

¹ The 30 June 2024 comparatives have been represented to align to the revised organisational structure as was adopted in the year ending 31 December 2024.

 

Year ended 31 December 2024	Corporate	Private Markets	Cobase	Total
	£'000	£'000	£'000	£'000
Risk Management*	63,759	28,344	-	92,103
Accounts & Payments**	-	40,610	-	40,610
Platform fees	-	-	2,887	2,887
Total revenue	63,759	68,954	2,887	135,600
Net treasure income - own funds	1,307	-	-	1,307
Segment income	65,066	68,954	2,887	136,907
Operating costs***	(39,261)	(49,893)	(5,197)	(94,351)
Underlying operating profit	25,805	19,061	(2,310)	42,556
Finance income	6,016	37	-	6,053
Finance costs	(457)	(777)	-	(1,234)
Underlying profit before taxation	31,364	18,321	(2,310)	47,375
Underlying profit before taxation margin	49%	27%	(80%)	35%
Net treasure income - client funds	4,059	79,937	-	83,996
Non-underlying items				(8,257)
Profit before taxation				123,114

 

*Risk management represents revenue derived from forward, spot, and option contracts provided to corporate and private market clients, primarily for the purpose of hedging commercial foreign exchange exposures.

**Accounts & Payments represents revenues derived from fees and foreign exchange spot contracts generated from the provision of cross border payments, annual account fees, as well as Fund Finance advisory fees.

*** Operating and finance costs excludes non-underlying items

 

 

6. Operating profit

 

Operating profit is stated after charging/(crediting):

 

	Six months ended 30 Jun 2025 £'000	Six months ended 30 Jun 2024 £'000	Year ended 31 Dec 2024 £'000
Staff costs	55,1051	23,991	56,596
Depreciation of owned property, plant and equipment	862	923	1,782
Amortisation of internally generated intangible assets	3,425	3,120	6,595
Depreciation of right-of-use assets	1,512	1,369	2,793
Rental cost of short-term leases	389	622	1,022
Property, plant and equipment written off	-	(1)	224
Gain on disposal of right-of-use asset	-	-	(93)
Impairment of intangible assets	30	-	3
Bad debt expense	538	487	508
Net foreign exchange (gains)/losses	(776)	90	(409)

¹ In the six months ending 30 June 2025, staff costs includes a non-cash charge of £11.9m relating to the Founder Incentive Scheme (refer to note 16 for further details on this scheme). This share-based payment charge is non-dilutive as Morgan Tillbrook will provide/has already provided the shares to fund the arrangements.

 

 

7. Finance income and expenses

 

	Six months ended	Six months ended	Year ended
	30 Jun 2025	30 Jun 2024	31 Dec 2024
	£'000	£'000	£'000
Finance income
Interest on bank deposits	2,913	2,927	5,945
Other interest receivable	76	65	108
Total	2,989	2,992	6,053
Finance costs
Finance expense on dilapidation provision	(19)	(17)	(34)
Finance expense on lease liabilities	(603)	(592)	(1,200)
Discount unwind on redemption liability	(809)	-	-
Total	(1,431)	(609)	(1,234)

 

 

8. Taxation

 

Tax charge

	Six months	Six months	Year
	ended	ended	ended
	30 Jun 2025	30 Jun 2024	31 Dec 2024
	£'000	£'000	£'000
Current tax:
UK Corporation tax on profit for period	13,143	15,556	31,172
Adjustments relating to prior years	18	1	(215)
Incremental Overseas Corporation tax on the profit for the period	1,309	385	744
Total current tax	14,470	15,942	31,701
Deferred Tax
Origination and reversal of temporary differences	(1,065)	234	(427)
Adjustment relating to prior year	-	-	(885)
Total deferred tax	(1,065)	234	(1,312)
Total tax expense	13,405	16,176	30,389

 

 

Deferred Tax

 

	Six months	Six months	Year
	ended	ended	ended
	30 Jun 2025	30 Jun 2024	31 Dec 2024
	£'000	£'000	£'000
Deferred tax:
At 1 January	(3,661)	(5,305)	(5,305)
UK tax charge/(credit) relating to current year from continuing operations	1,065	(297)	343
UK tax charge relating to acquired operations	-	63	971
Tax credit relating to foreign exchange rate movements	(7)	-	-
Tax (credit)/charge on other comprehensive income	(266)	1,839	330
Total deferred tax liability	(2,869)	(3,700)	(3,661)

 

The Group's effective tax rate at 30 June 2025 was 27.6% (30 June 2024: 26.6%). The increase is predominately due to the Founder Incentive scheme share-based payment charges and acquisition legal costs for which there is no tax deduction for the accounting charges. A tax deduction, determined with reference to the market value of the shares will arise in relation to the Founder Incentive Scheme on participant exercise, subject to vesting criteria being met. A deferred tax asset has been calculated in respect of this deduction based on the share price market value at 30 June 2025 and the pro rata vesting period that has surpassed over the first 5 months of the scheme.

 

 

9. Earnings per share

 

The underlying calculation excludes the impact of net treasury income on client funds and other non-underlying items (see note 4) and their tax effect. This better enables comparison of financial performance in the current period with comparative periods.

 

 

	Six months	Six months	Year
	ended	ended	ended
	30 Jun 2025	30 Jun 2024	31 Dec 2024
Basic earnings per share	82.0p	104.3p	215.7p
Diluted earnings per share	82.0p	103.5p	211.7p
Underlying - basic	49.7p	37.1p	86.4p
Underlying - diluted	49.7p	36.8p	84.8p

 

 

The calculation of basic and diluted earnings per share is based on the following number of shares:

 

	Six months	Six months	Year
	ended	ended	ended
	30 Jun 2025	30 Jun 2024	31 Dec 2024
	No.	No.	No.
Basic weighted average shares	42,968,287	42,992,171	43,119,507
Contingently issuable shares	-	322,642	818,677
Diluted weighted average shares	42,968,287	43,314,813	43,938,184

 

 

The earnings used in the calculation of basic, diluted and underlying earnings per share are set out below:

 

	Six months	Six months	Year
	ended	ended	ended
	30 Jun 2025	30 Jun 2024	31 Dec 2024
	£'000	£'000	£'000
Profit after tax for the period	35,066	44,646	92,725
Non-controlling interests	176	194	294
Earnings - basic and diluted	35,242	44,840	93,019
Non-underlying items	18,041	3,269	8,257
Net treasury income - client funds	(38,581)	(41,781)	(83,996)
Tax effect of above items	6,668	9,628	19,971
Earnings - underlying	21,370	15,956	37,251

 

 

10. Dividends

 

	Six months	Six months	Year
	ended	ended	ended
	30 Jun 2025	30 Jun 2024	31 Dec 2024
	£'000	£'000	£'000
Final plc dividend for the year ended 31 December 2023 of 12.3p per share	-	5,308	5,308
Interim Plc dividend for the year ended 31 December 2024 of 4.2p per share	-	-	1,776
Final plc dividend for the year ended 31 December 2024 of 14.0p per share	6,073	-	-
	6,073	5,308	7,084

All dividends paid are in respect of the ordinary shares of £0.002 each.

 

In addition to the dividends paid to ordinary shareholders of the Group shown above, the Consolidated Statement of Changes in Equity includes £876k (H1 2024: £1,842k) of dividends paid to subsidiary shareholders.

 

The Directors do not intend to declare an interim dividend in September 2025.

 

As was set out in the financial statements for the year ended 31 December 2024, the Company discovered that the interim dividend for the year ended 31 December 2024 (£1.8m) and the interim dividends paid on 13 October 2017 and on 8 October 2021 (together £0.7m) were made otherwise than in accordance with the Companies Act 2006. During the first half of 2025, the Group took steps to resolve the historic unlawful distributions, these are set out in note 14.

 

11. Financial instruments

 

Fair value measurement

Forward and option contracts fall into level 2 of the fair value hierarchy. Level 2 comprises those financial instruments which can be valued using inputs other than quoted prices that are observable for the asset or liability either directly (i.e., prices) or indirectly (i.e., derived from prices). The fair value of forward exchange contracts is measured using observable forward exchange rates for contracts with a similar maturity at the reporting date. The fair value of option foreign exchange contracts is measured using an industry standard external model that best presents the unpublished interbank valuations. The fair value of interest rate contracts is measured using observable interest rates for contracts with a similar maturity at the reporting date.

 

The fair value measurement applied in these interim financial statements are consistent with those applied by the Group in its consolidated financial statements for the year ended 31 December 2024.

 

There were no transfers between level 1 and 2 during the current or prior year. The fair value of all other financial assets and financial liabilities is approximate to their carrying value.

 

 

12. Trade and other receivables

                                                                             

	30 Jun 2025	30 Jun 2024	31 Dec 2024
Current:	£'000	£'000	£'000
Trade receivables	3,952	4,847	4,041
Other receivables	6,039	4,642	4,926
Prepayments	3,983	2,508	3,748
Total	13,974	11,997	12,715

Trade receivables consist of invoices owed from clients. Other receivables consist primarily of accrued interest, and rental deposits. Receivables are considered current assets and reported at their fair value.

 

13. Cash

Cash and cash equivalents comprise cash balances and deposits held at call with banks for which the Group has immediate access.

Fixed collateral comprises cash held as collateral with banking counterparties for which the Group does not have immediate access.

Cash balances included within derivative financial assets relate to the variation margin called by banking counterparties for which the Group does not have immediate access.

 

	30 Jun 2025	30 Jun 2024	31 Dec 2024
	£'000	£'000	£'000
Cash and cash equivalents	209,881	190,076	252,468
Variation margin	101,962	5,711	(14,333)
Fixed collateral	10,302	10,350	10,063
Total cash	322,145	206,137	248,198

 

 

14. Capital and reserves

 

The following movements of share capital occurred in the 6 months to 30 June 2025:

 

		Ordinary shares	Share capital	Treasury shares
		No.	£'000	£'000
As at 1 January 2025 - shares of £0.002 each		43,031,6681	87	(6,697)
Effect of remediation of treasury share acquisition in 2024 otherwise than in accordance with Companies Act 2006 (CA '06)		(919,945)	-	(19,283)2
Acquisition of treasury shares in 2025 otherwise than in accordance with CA '06 and subsequent remediation		(143,611)	-	(3,476)
Acquisition of treasury shares in accordance with CA '06		(254,181)	-	(6,819)
		41,713,931	87	(36,275)
Transfer of shares from treasury on vesting of share option schemes		340,676	-	7,468
New shares issued on vesting of share option schemes		250,000	-3	-
As at 30 June 2025		42,304,607	87	(28,807)

 

¹ Excluding the effect of the acquisition of treasury shares other than in accordance with CA '06 in the course of 2024, shares in issue at 1 January 2025 were 42,111,723.

² £19.3m debit to Treasury shares from retained earnings arises from the correction of the unlawful buybacks as explained below.

³ Share capital issued in the year is below the rounding amount of £1,000 and therefore presented as nil.

 

As set out in the 2024 Annual Report, during the year ended 31 December 2024, repurchases of 919,945 shares for which an aggregate amount of £19.3m was paid were made otherwise than in accordance with the Companies Act 2006, due to insufficient reserves being available at the time the repurchases were made. Additionally, during the period 1 January 2025 to 12 March 2025 the Group similarly repurchased 143,611 shares for some £3.5m otherwise than in accordance with the Act.

 

Further, as set out in the 2024 Annual Report (and referenced in note 10 above), the Company discovered that the interim dividend for the year ended 31 December 2024 (£1.8m) and £0.7m of interim dividends in 2017 and 2021 were made otherwise than in accordance with CA '06.

 

As a result, £25.3m of the total distribution (comprising £22.8m of share buybacks made between 7 February 2024 and 12 March 2025 and £2.5m related to historic dividends) was made otherwise than in accordance with the Companies Act 2006.

 

During the first half of 2025, the Group took steps to address the historic unlawful distributions. 

 

1)    On 28 February 2025, the Company received a £50m dividend from its subsidiary, Alpha FX Limited.

2)    Interim Accounts for the Company for the period ended 28 February 2025 and incorporating this dividend receipt were lodged in March 2025 and comprised Relevant Accounts for the purposes of the 2024 Final dividend declaration in May 2025 and further repurchases of 254,181 shares (£6.7m) made subsequently in the period and deemed to be in accordance with the Companies Act.

3)    At the Company's AGM, held on 15 May 2025, the Company entered into the following arrangements, which were subject to shareholder approvals duly granted on that date:

a.     a deed of release in respect of its shareholders;

b.     deeds of release in respect of the directors and former directors of the Company; and

c.     a buy-back deed between the Company and Panmure Liberum pursuant to which the Company purchased 1,063,556 ordinary shares.

4)    The deeds of release approved at the AGM released the shareholders who received the Relevant Dividends and the Directors of the Company from any claims that the Company may have had against them.

5)    The buyback deed between the Company and Panmure Liberum formalised the Company's historic purchases of shares during the period prior to 12 March 2025 on the basis as if sufficient distributable reserves had been in existence.

 

Other reserves are made up of the following balances:

 

	30 Jun 2025	30 Jun 2024	31 Dec 2024
	£'000	£'000	£'000
Capital redemption reserve	4	4	4
Capital contribution reserve1	11,870	-	-
Merger reserve	667	667	667
Redemption reserve	(1,884)	(1,884)	(1,884)
Translation reserve	99	(456)	(1,873)
Total	10,756	(1,669)	(3,086)

¹ For further information refer to note 16.

 

 

15. Other payables

	30 Jun 2025	30 Jun 2024	31 Dec 2024
	£'000	£'000	£'000
Current:
Other payables	102,105	31,200	35,735
Other taxation and social security	1,571	1,469	1,340
Accruals	6,186	7,500	8,672
	109,862	40,169	45,747
Non-current:
Provisions	911	662	885
	911	662	885
Total other payables	110,773	40,831	46,632

 

Other payables consists of margin received from clients. The carrying value of other payables classified as financial liabilities measured at amortised cost, approximates fair value.

 

16. Share-based payments

 

During the period the Group recognised a total share-based payment expense in the consolidated statement of comprehensive income of £15.6m (six months ended 30 June 2024: £0.4m; year ended 31 December 2024: £5.3m), of which £11.9m related to the newly introduced Founder Incentive Scheme.

 

The Group operates the same equity-settled share-based payment arrangements as reported at 31 December 2024 with the exception of two new schemes introduced during the period.

 

Founder Incentive Scheme

On 12 February 2025, the Group announced that Morgan Tillbrook, founder and former CEO of Alpha had pledged 1,103,555 ordinary shares of 0.2p each in Alpha from his personal holding with a total value of approximately £28m (based on the closing share price of £25.40 on 11 February 2025) to members of the senior leadership team to both thank them for historic performance and incentivise them for future performance. This announcement followed formal approval by the Company's Remuneration Committee on 11 February.

 

These arrangements meet the definition of an equity settled share-based payment scheme under IFRS 2 Share-based payments and are treated as such. The fair value of the awards is deemed to be the market value of the shares subject to awards at the date of issue.

 

Circa £6.4m of the charge incurred in the six months ended 30 June 2025 relates to the fully vested nil cost options awarded to the Non-Executive Directors and Clive Kahn, which have been charged to the statement of comprehensive income with a credit to the capital contribution reserve. Charges associated with other awards are being amortised over the 36-month performance period from 12 February 2025, subject to performance conditions outlined below.

 

As Morgan will provide/has already provided the shares to fund the arrangements (and has formally committed to this pledge through the execution of a linking agreement and by holding the relevant Shares in a nominee account established for this purpose), these awards will not create any dilution of other shareholders' interests. Furthermore, recipients will bear the associated employers' NIC charge.

 

Spain

During the period, the Group implemented a new share scheme to incentivise a small number of key personnel of the Spanish branch of Alpha FX Europe Limited. The awards are subject to performance conditions and will vest between 31 December 2025 and 31 December 2027. The charge in the period for this scheme was £0.2m.

 

 

17. Events after the reporting period

 

On 23^rd July 2025, it was announced that the Board of Directors of Alpha Group International Plc and Corpay Inc. had reached an agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Alpha by Corpay, by means of a Court approved Scheme of Arrangement.

 

On 2^nd September 2025, shareholder approval for the both the acquisition and the proposed Scheme of Arrangement were obtained following a Court meeting and a general meeting. Completion of the acquisition remains subject to regulatory approval.

 

On 25^th August 2025 and in accordance with the Group Remuneration Policy which was approved at the AGM in May 2025, Tim Powell (CFO) and Tim Butters (CRO) were granted awards over 23,657 and 11,296 shares, respectively under the Group Long-Term Incentive Plan (LTIP).