Argentex Group PLC
Annual Report 2024
Year ended 31 December 2024
WHO WE ARE
Argentex is a global expert in currency risk
management and a provider of alternative
banking, with a successful history in providing
high quality services to its clients since inception
in 2012. Headquartered in London, Argentex listed
on London’s AIM market in mid-2019 and has
since added operations in Amsterdam, Dubai and
Australia whilst expanding its product offering.
WHAT WE DO
Argentex provides a credible alternative to
traditional banks, offering bespoke global
payment and currency risk management
services. We execute FX spot, forward and
structured solutions on behalf of clients,
creating personalised hedging strategies and
providing value through flexibility, competitive
pricing and a wealth of dealer experience. We
are also rolling out digital accounts and
payment services.
HOW WE CREATE VALUE
Value creation is currently derived from a blend
of FX spot, forward and structured solutions.
Having a blend of spot and forward contracts
provides an optimum mix of revenue
generation and cash flow.
STRATEGIC REPORT
02
Highlights
04
Chairman’s Statement
06
CEO’s Overview
10
People and Culture
17
CFO’s Review
22
Risk Management
30
Section 172 (1) Statement
GOVERNANCE
32
Board of Directors
36
Chairman’s Governance Statement
38
The QCA Code
38
Corporate Governance Report
48
Nominations Committee Report
50
Remuneration Committee Report
56
Audit & Risk Committee Report
60
Directors’ Report
64
Independent Auditor’s Report
FINANCIAL STATEMENTS
74
Consolidated Statement of Profit or Loss
75
Consolidated Statement of Financial Position
77
Consolidated Statement of Changes in Equity
78
Consolidated Statement of Cash Flows
79
Notes to the Consolidated Financial Statements
105 Company Financial Statements
107 Notes to the Company Financial Statements
OTHER
112
Glossary
114
Shareholder Information
115
Company Information
116
Notice of AGM
Argentex
Group PLC
Annual Report
1
2
Argentex Group PLC Annual Report 2024
2024
Highlights
STRATEGIC PILLARS
In May 2024 Argentex adopted a
new strategic growth plan.
PRODUCT DIVERSIFICATION
-
Argentex Global Platform (AGP) on track to
launch in Summer 2025
-
Accelerating move into digital accounts and
payments
-
New product and technology roadmap
GEOGRAPHICAL EXPANSION
-
Successful international expansion; granted
regulatory licences in Australia and Dubai
-
New Key Accounts team to service our largest
corporate customers
-
Key technology hires to help re-platform the
business and roll out our new suite of services
OPERATIONAL EXCELLENCE
-
Refreshed Board and senior management to
execute new growth strategy
-
Driving operational and financial efficiencies
across the Group
-
Implementing a new data driven approach
2,113
An increase of 9% YoY
(2023: 1,938)
Total clients traded
£3m
to accelerate new strategy
implementation
Raised net proceeds of
GEOGRAPHIC
EXPANSION
PRODUCT
DIVERSIFICATION
OPERATIONAL
EXCELLENCE
£50.3m
2023: £49.9m
Revenue
£4.0m
2023: £11.9m
EBITDA
£48.7m
2023: £33.0m
Cash & cash equivalents
£0.1m
2023: £2.1m
Net cash inflow
£(0.2)m
2023: Operating profit: £8.1m
Operating loss
“Having actively reset the
business in 2024, we are
now well positioned with
a new growth agenda and
are excited about the year
ahead.”
Jim Ormonde, Argentex CEO
Financial
Performance
3
CHAIRMAN’S STATEMENT
Executing on
our strategy
OVERVIEW
2024 has been a year of necessary reset to reposition
the business for growth following the completion of a
comprehensive strategic review of the Group. We set
out a clear strategy in May 2024 to scale the business
and expand our customer offering, whilst driving a more
efficient and effective operating model. At the same time,
we announced the completion of a placing of new shares,
raising a net £3m to accelerate the implementation of
our new strategy, including the development of the new
Argentex Global Platform (“AGP”).
As part of the strategic review, we appointed new
management, led by Jim Ormonde as Chief Executive
Officer (“CEO”), who strengthened the executive team
with further appointments during the course of the
year. The team has been actively executing our revised
strategy, which seeks to diversify our revenue streams,
bring a rigorous approach to costs and efficiencies, and
build better visibility into future revenues.
Higher FX volatility generally acts as a tailwind for
Argentex revenues. However, despite lower levels of
volatility in early 2024, full year revenues and profit
margins were ahead of our original expectations, with
momentum picking up in the second half of the year.
GOVERNANCE
We are committed to keeping our stakeholders informed
and taking their views into consideration. This has
been particularly important in a year where we have
changed management, raised capital, and outlined
and embarked on a new strategic direction. We
also acknowledge our responsibilities with regard to
governance and sustainability, recognising the ongoing
need for high standards across the business.
In terms of Board changes during the period, we
welcomed Guy Rudolph who joined the Group and
Board in a permanent capacity in July, following five
months operating as our Interim Chief Financial Officer
(“CFO”). We also welcomed Rina Ladva who joined as a
Non-Executive Director in October. Rina brings over 25
years of organisational and technology transformation
experience to Argentex.
I am also pleased that effective 1 April 2025, Jeff Parker
joined the Board as a Non-Executive Director, bringing
over two decades of significant experience of operating
in the global fintech and financial services sectors. My
predecessor as Chairman of the Group, Digby Jones has
confirmed that he will not be seeking re-election as a
Director at the AGM in June. Digby has been associated
with Argentex since 2019 and was the Chairman of the
Board from when the Group floated on AIM in 2019 until
2023, when he passed the baton to me. On behalf of
myself and everyone at Argentex I would like to thank
Digby for the stewardship and leadership he has given
the Group, as well as the support he has consistently
given to me, the Board and our colleagues.
We have also strengthened the Executive Committee (see
page 10) with a number of key appointments to assist the
Board in the day-to-day management of the business. In
particular, Tim Rudman, who joined us as Chief Operating
Officer (“COO”), Daniel Ross, who was appointed Chief
Commercial Officer (“CCO”) and Chrissie Humphrey who
joined us as Chief People Officer (“CPO”).
Nigel Railton, Non-Executive Chairman
We have a clear strategy and the right people and
processes in place to execute it.
4
Argentex Group PLC Annual Report 2024
STRATEGIC REPORT
The Group is implementing a Long-Term Incentive
Plan (“LTIP”) for its executive team in 2025, designed
to align their interests with the long-term growth
and transformation of the Group whilst incentivising
sustainable value creation for shareholders. It is intended
that the plan will be delivered through one-off awards in
growth shares that will be acquired by participants at the
outset at market value. Equity value will be shared based
on the performance of the Argentex Group PLC (“the PLC”)
share price over pre-defined price thresholds through
a pre-determined performance period, transparently
aligning participant and shareholder interests. Following
vesting, participants will exchange growth shares for
shares in the PLC or, at Argentex’s option, cash.
DIVIDEND
In the year ended 31 December 2023, the Board of
Directors declared an interim dividend for the period
ended 30 June 2023. However, given the strategy
communicated to shareholders in May 2024 and, in
particular, the focus on investing for growth that the
Board communicated at the time of the FY23 results
in May 2024 it is highly unlikely that the Group will pay
dividends in the near term. Of course, the Board will
continue to review this decision on a regular basis.
CONCLUSION
There is much to look forward to as 2025 unfolds:
building momentum of our operations in Australia and
Dubai following their launch in H2 2024. We anticipate
continued growth in the Netherlands and Europe as a
whole, together with a much more focused approach
on clients in our core UK business. In addition, the new
Argentex Global Platform is set to launch in summer
2025, enabling all our regions to start offering new
services in payments and digital accounts, which should
help increase revenues, give greater visibility of earnings
and enhance client retention.
I would like to thank our shareholders for their support
to date and we look forward to updating them on our
progress this year and beyond. I would also like to thank
everyone at Argentex for their hard work and contribution
in what has been a year of substantial change, but one
which allows us to face the future with optimism.
“The team have been actively
executing our revised
strategy, which seeks to
diversify our revenue streams,
bring a rigorous approach to
costs and efficiencies, and
build better visibility into
future revenues.”
Nigel Railton, Non-Executive Chairman
5
Nigel Railton
Non-Executive Chairman
02 April 2025
6
Argentex Group PLC Annual Report 2024
CEO’S OVERVIEW
Diversifying
our revenues
OVERVIEW
During my first full year as CEO, we have made substantial
strategic and operational progress. Our focus is to diversify
revenue streams, launch new products, expand the breadth
of our FX, digital accounts and payment services, whilst
entering additional geographic territories. Simultaneously,
we are focussed on driving operational efficiencies and
reducing costs in our core business. We have added
significant expertise across the Group including permanent
appointments to our executive team and new experienced
leadership within banking, operations and technology.
It has been a positive year, and I am delighted with the
milestones we have achieved. With a strong team now in
place, and a clear roadmap for the future, I am excited
about the prospects for next year and beyond as multiple
revenue streams start to reward the investments we have
made in new products and technology.
FINANCIAL AND OPERATIONAL PERFORMANCE
We have repositioned and restructured the business for
profitable growth, investing in people, technology and
overseas expansion.
Revenue in 2024 was £50.3m, slightly ahead of 2023
(£49.9m) despite a year of significant change and on
par with 2022 which was a year of exceptional volatility.
Whilst we recorded an operating loss of £0.2m (FY23
operating profit of £8.1m), this reflects the investment
we have made in transforming the business as we look
to return to revenue growth for 2025 and beyond. We
saw trading momentum pick up in the second half of the
year, with full year revenues and profit margins ahead of
our original expectations.
EXECUTING ON OUR STRATEGY
We are making good progress in migrating the business
to one technology platform: the Argentex Global
Platform, being delivered by the existing technology
team supplemented by a number of key new hires. This
will enable us to drive efficiencies on a global scale by
increasing automation and building a platform on which
multiple new products and services can run simultaneously,
and addresses our three core strategic pillars:
– Product diversification to enhance and complement
the Group’s existing customer proposition, specifically
through accelerating the Group’s move into digital
accounts and payments
– Focused geographical expansion, leveraging existing
operational centres and licences with targeted
expansion into complementary markets
– Ensuring operational excellence by driving
operational and financial efficiencies whilst delivering
a best-in-class customer experience
PRODUCT DIVERSIFICATION
We have a strong brand and a successful history in
providing large corporates and institutions with high
quality foreign exchange services. However, our voice
brokering product suite has been historically narrow and
we are therefore diversifying into the broader payments
and digital accounts markets to deliver new revenue
streams and higher quality of earnings. This will also
allow us to increase our overall addressable market and
improve customer retention. Revenue visibility and client
needs will also be easier to predict as our reliance on
volatile foreign exchange markets is reduced.
We made a number of key technology hires in the period
to help re-platform the business and roll out our new
Jim Ormonde, CEO
7
STRATEGIC REPORT
suite of services. Tim Rudman joined as COO and brings
a wealth of industry experience having overseen the
technological transformation at World First and Global
Reach previously. Alongside several senior technology hires,
Tim and his team have developed a detailed product and
technology roadmap with a key focus on automation,
efficiency and improving the customer experience via a
self-serve model. Progress to date has been excellent –
our first two milestones have been met ahead of schedule
and on budget. We remain on track to launch a number of
new services in summer 2025.
GEOGRAPHIC DIVERSIFICATION
A key element of our growth strategy is to expand
overseas, and we were delighted to be granted regulatory
licences in both Australia and Dubai during 2024. Our front
office and operational teams are already in place, allowing
us to begin trading immediately. We expect both new
regions to contribute incremental revenues in 2025 and will
be investing in these teams organically over coming years.
In Australia, we have been granted an Australian Financial
Services Licence. The licence, granted by the Australian
Securities and Investments Commission, allows our
Australian entity (Argentex Pty Ltd) to offer bespoke risk
management solutions and global accounts to wholesale
clients across Australia.
Australia is a significant addressable market for us.
A$700bn of cross border payments are processed annually,
and with c.180,000+ importers and exporters, we believe
there is a A$3bn opportunity across both corporate and
institutional clients. Our ability to partner with and offer
bespoke structured solutions and treasury risk mitigation
strategies coupled with our ability to offer automated
onboarding and payment solutions should be a key
differentiator in the market.
In Dubai, we announced the launch of Argentex (DIFC) Ltd,
a fully licensed subsidiary regulated by the Dubai Financial
Services Authority (“DFSA”). Led by our UAE Managing
Director, Jamil Khammu, we have a highly experienced
team in place to serve sophisticated corporate and
institutional clients across the Dubai International
Financial Centre and broader UAE market.
Argentex (DIFC) Ltd is fully regulated under a Category 3A
DFSA licence, enabling the team to offer comprehensive FX
and payment services. We are the first listed UK FX Broker
to achieve this. Again, Dubai holds significant potential for
us. The UAE was the second largest in the world in 2023 in
terms of remittance outflows. We believe our combination
of sophisticated products and services, together with
automated self-serve for clients, will differentiate us from
the competition and we look forward to reporting on
progress as trading gets underway in this exciting region.
In the Netherlands, we were encouraged with
progressive revenue growth in the year. We are also
exploring our ability to expand elsewhere in Europe,
utilising our Netherlands licence and operational hub as
a base. However, we are not planning on opening any
more new branches in 2025 and want to see all new
products and teams delivering on growth expectations
before we broaden our expansion plans still further.
OPERATIONAL AND FINANCIAL EFFICIENCIES
We are prioritising investment into areas that will deliver
profitable growth. As an indication, overall headcount
was flat during the year despite significant new hires in
technology, product, and our new overseas operations.
We therefore reduced full time employees in our core FX
Services business by 13% across the year and will
continue to look for operational efficiencies as we drive
towards automation.
We carried out an in-depth review of our front office
operations during the year and made a number of
important changes including how sales commissions
and Key Performance Indicators (“KPIs”) better align with
the Group’s long-term success. We also established a
new Key Accounts team to service our largest
corporate customers and are seeing improved retention
as a result.
During the year we placed greater emphasis on a data
driven approach to all our decision making and
processes, both operational and financial. As a result,
we completed the implementation of Salesforce and
NetSuite in our Sales and Finance functions respectively.
8
Argentex Group PLC Annual Report 2024
CEO’S OVERVIEW
SUSTAINABILITY
As a small but growing services company with a team
of 197 people across our four offices, we have a limited
impact on the environment. Nonetheless, we strive
to minimise or mitigate any harm that we might do
and also actively seek to contribute positively to the
environment and our communities.
PEOPLE
Our people are essential to everything we do. We
have made a number of key strategic changes during
the year which will be integral to long-term profitable
growth.
We have strengthened our executive team (see
page 10) including new COO Tim Rudman, who will
deliver the roll out of our global platform, launch new
revenue-generating products, and automate our client
onboarding processes. We have fully staffed our new
operations in Australia and Dubai, in addition to making
a number of key changes in our UK core operations.
Finally, Chrissie Humphrey joined us in the year as Chief
People Officer and joins the Executive Committee,
marking a significant milestone in the Company’s
commitment to fostering a strong, dynamic workforce
as it continues to scale its operations globally and to
position ourselves as an employer of choice.
OUTLOOK
Foreign exchange volatility is more likely to prevail
compared to the more benign conditions we
experienced in H1 as the United States ushers in a
second Trump presidential term which has the potential
to impact inflation, tariffs and global trade dynamics, as
well as central bank monetary policy and geopolitical
developments. Market expectations for the timing and
extent of inbound interest rate cuts from various central
banks will remain a key driver, as will variable economic
data between economic regions. The US has continued
to outshine many other developed market economies,
termed ‘US exceptionalism’ by market commentators in
recent years. The extent to which this can continue, or
slow, throughout 2025 will be key to the fate of the dollar,
and the wider foreign exchange markets in general.
Having actively reset Argentex in 2024, we are well
positioned to take advantage of more dynamic markets,
and with regulatory and operational hubs now fully
established in the Netherlands, Australia and Dubai, we
believe we have strong capability to grow our market
share overseas. Domestically, we have restructured our
front office teams, realigned payment terms, set about
the creation of new products and services with vigour,
and believe we are better placed to serve both new
and existing clients as a result. Globally, all regions will
benefit from the suite of new services we aim to launch
this year and next, together with easier, automated
onboarding processes and full Application Programming
Interface capability incorporated into our new
Argentex Global Platform which remains on schedule
to be delivered in summer 2025. It has been a year of
significant change in the business, but I believe this
change was necessary as costs had escalated against
static revenues that were the result of a simplistic
business model neither automated, nor scalable.
It has been a privilege to lead Argentex during FY24
and I am genuinely excited by the opportunities ahead
of us in 2025 and beyond. We are well placed to return
to profitable growth but none of this would be possible
without the effort, resilience and enthusiasm shown by
my colleagues every single day and I would like to take
this opportunity to thank them for their ongoing and
unwavering support. Our business employs 197 amazing
people, as captured in the photos throughout this
report, whose talent and commitment we cherish and
who will help propel us to success as we execute our
clear strategy over coming years.
Jim Ormonde
Chief Executive Officer
02 April 2025
9
STRATEGIC REPORT
Executive Committee Team
Standing L-R : Tim Rudman, Daniel Ross, David Winney
Seated L-R : Guy Rudolph, Jim Ormonde, Chrissie Humphrey
10
Argentex Group PLC Annual Report 2024
PEOPLE AND CULTURE
PEOPLE
Argentex is powered by its people. It is committed
to cultivating a diverse global workforce and an
environment based on respect that enables the team to
thrive and feel valued. Following the launch of the new
Argentex strategy in the first half of 2024, there have
been a number of significant changes to the team at all
levels as the Group looks to return to profitable growth.
With this refreshed approach, Argentex is focused on
creating a team that is right-sized, high performing
and with efficiency built into its ways of working to
optimise resources, whilst investing in the new skills and
capabilities to deliver strategic transformation.
The executive team has been bolstered with several
new hires, Jim Ormonde and Guy Rudolph accepted
permanent positions with the Group as CEO and CFO
respectively. Danny Ross was promoted to CCO, Tim
Rudman joined as COO to lead the roll out of Argentex’s
global technology platform, launch a new suite of
services and automate client onboarding processes.
Chrissie Humphrey also joined in the year as CPO and
joins the Executive Committee, marking a significant
milestone in the Group’s commitment to fostering a
strong, dynamic workforce as it continues to scale its
operations globally.
The Group has also aligned its people to areas of
strategic growth going into the new financial year,
maintaining a flat headcount compared with FY23
despite key hires across the business. The resources
supporting the core business have reduced by 13%
through natural attrition, performance management and
through effective control and appropriate governance in
hiring and the backfilling of roles.
31/12/2023
31/12/2024
Core Staff
184
160
New Products
-
19
New Markets
7
12
Board (Non-Exec)
5
6
Total Heads
196
197
People and
Culture
*Active Employees only.
To facilitate growth, the Group has created a new
product development team focused on delivering our
new global platform and associated product roadmap
(AGP), establishing a new office in Dubai with an initial
team of four to build the Group’s presence in the region,
and introduced new commercial heads in Australia after
becoming licensed at the end of the financial year.
With a focus on streamlining the business, this strategic
people agenda will continue to drive growth for the
Group in coming years, fostering greater collaboration
and potential for cross selling.
Argentex records and monitors the diversity and social
economic information of all of its employees to recognise
and support the different groups that make up the
team, representing 6 different ethnicity groups and 6
different religious beliefs.
11
CULTURE
Argentex remains committed to actively engaging with
all its team members across the Group. All employees
are invited to participate in the annual engagement
survey, which allows the Group to measure employees’
connection and commitment whilst gaining important
insights into the team through the provision of
anonymous feedback. The process is facilitated by an
external provider and results are communicated to all
staff (including the Board). Action planning sessions are
conducted throughout the business to develop relevant
initiatives to improve employee experience and to
support the ongoing improvement of the workplace.
The Board also gains constructive insight and feedback
from its executive team as well as undertaking
various working group meetings, such as product
roadmap sessions, to provide insight into the employee
experience, operational and cultural aspect of the
workforce. The independent internal audit function
also considers culture as part of its reviews and the
Group has a robust code of conduct that employees
are expected to adhere to without exception.
The Group is proud of the entrepreneurial and
supportive culture it has created, and to which every
Argentex team member plays a part. In 2025, Argentex
has implemented a set of Principles that are clear,
directional and provide a framework for consistent
decision-making and action across the business.
These Principles have been developed by a truly
representative staff working group and underpin the
cultural transformation by setting the expectation of
how Argentex works with clients, suppliers as well as
internally, supporting the delivery of transformation and
enable the Group to continue to grow and scale.
FY23
FY24
Cohort
Male
Female
Total
% Female
Male
Female
Total
% Female
FY24 v FY232
Board (Non-Exec)
5
0
5
0%
5
1
6
20%
20ppt
Senior Management1
20
10
30
50%
12
7
19
58%
8ppt
Staff
157
39
196
25%
155
42
197
27%
2ppt
1 Excludes Non-Exec Board members
2Percentage point
STRATEGIC REPORT
12
Argentex Group PLC Annual Report 2024
PEOPLE AND CULTURE
THE ARGENTEX ACADEMY (IN PARTNERSHIP WITH
THE SOCIAL MOBILITY FOUNDATION)
Argentex remains committed to supporting a change
in the narrative surrounding the inaccessibility of the
financial services sector for those from lower
socio-economic backgrounds. As such, Argentex
actively encourages and supports students from diverse
backgrounds with the talent and ambition for a career
with the Group or Financial Services through its Academy.
2024 was the third year that the Group ran the Argentex
Academy, in collaboration with the Social Mobility
Foundation. The aim of the Academy is to make
practical improvements in social mobility for young
people from low-income backgrounds.
Each year, under the Social Mobility Foundation’s
Aspiring Professionals Programme, thousands of
high achieving young individuals from low-income
backgrounds across the UK are welcomed and assisted
in accessing top universities and competitive professions,
believing “success should be determined by ability, not
where you were born, went to school or the occupation
of your parents or guardians.”
Argentex welcomed five students to its head office in
Argyll Street for the four-week paid programme. The
students were exposed to all aspects of the business,
offering an insight into the intrinsic nature of a dynamic
financial services company and the industry as a whole.
On completion, the students were offered mentoring
from members of the Argentex team and registered
with the Group’s internal HR department to ensure they
continue to be informed of open vacancies as they
progress with their studies and careers. They were also
added to the Argentex Academy Alumni, providing
individuals with networking opportunities with each
other and those within the business.
Following their placements with Argentex, 100% of
students informed the Group that the programme met
or exceeded their expectations, with 80% expressing an
interest in working at Argentex in the future. All of the
students agreed that they gained work related skills that
gave them depth and breadth of experience.
13
“The hands-on experience I gained while collaborating with the team was
invaluable. It provided me with a deep understanding of sales strategies
and client interactions. The team’s enthusiasm and willingness to share
their knowledge made the experience both fun and highly educational,
leaving me with skills and insights that I’m excited to apply in the future.”
“The internship was a fantastic opportunity, and I truly appreciated every
moment.”
STRATEGIC REPORT
14
Argentex Group PLC Annual Report 2024
PEOPLE AND CULTURE
SUSTAINABILITY
Argentex remains committed to its active approach to
sustainability and the environment, which is outlined below:
STREAMLINED ENERGY AND CARBON REPORTING
(“SECR”)
As a small but growing service company with a team
of less than 200 in four offices, the Group has a very
limited negative impact. Despite this, the Group strives
to minimise or mitigate any harm that it might do and
actively seeks to contribute positively.
Planet Mark Business Certification previously led with the
location-based methodology as the principle display
mechanism, which the Group in turn adopted. As per the
Green House Gas Protocol and the changes to Planet
Mark reporting, Argentex will now report using both
location-based and market-based methodology.
The Group’s location-based carbon footprint for YE23 is
119.9 tCO2e.
The Group’s market-based carbon footprint for YE23 is
94.9 tCO2e.
For YE23 Argentex was certified by Planet Mark on a
market-based reduction in scopes 1 and 2 per employee
(-21.8%).
The Group has changed its reporting period with Planet
Mark to calendar year, so a further six months of data was
submitted in this reporting period, including Amsterdam
data, which has been reported for the first time.
CURRENT
01/01/23 to 31/12/23
01/04/22 to 31/03/23
01/04/21 to 31/03/22
Scope
Detail
Unit
Amount
tCO2e
Reporting
boundary
change
for YE23
to include
Amsterdam
office.
Data for
Amsterdam
site
estimated
Amount
tCO2e
Amount
tCO2e
Scope 1
Natural Gas
Cubic
metres
9180.1
18.7
3833.9
7.7
0.0
0.0
Scope 2
Electricity
(location based)
kWh
238610.1
51.2
162591.1
31.4
154649.4
32.8
Electricity
(market based)
kWh
238610.1
26.3
162591.1
29.2
154649.4
0.0
Scope 3
Transmission &
Distribution losses
kWh
238610.1
4.2
162591.1
2.9
154649.4
2.9
Procurement (paper)
Tonnes
0.2
0.2
0.1
0.1
0.1
0.1
Travel
Km
392435.7
45.1
256073.3
27.9
14758.2
1.5
Waste
Tonnes
14.0
0.3
8.5
0.2
4.1
0.1
Water Supply /
Treatment
Cubic
Meters
1397.3
0.3
563.2
0.1
639.0
0.1
Intensity
metric
for year-on-year, per
employee
(location based):
0.7
0.7
0.5
Intensity
metric
for year-on-year, per
employee
(market based):
0.6
0.6
0.1
All rows and tables are rounded to one decimal place. This may lead to slight discrepancies in totals within the report.
Amsterdam data incomplete so estimated data used by Planet Mark – electricity calculated by floor space (367.5m2)*36.9 CBS value. Gas calculated by
floor space (367.5m2)*13.1 CBS value.
15
STRATEGIC REPORT
EARTHLY
TREES FOR TRADES WITH TREEAPP
In April 2022, Argentex launched its ‘Trees for Trades’
initiative and, for every trade made, Argentex purchased
a tree on behalf of its clients via Earthly.
In 2024 the Group changed planting partner to
Treeapp, which is a global B Corp Certified tree planting
organisation. With operating sites across the world,
Treeapp seek to make a positive environmental, social
and economic impact by strategically planting trees in
countries which need them the most. They plant over
200 different species of tree across five continents.
Through the Treeapp partnership, Argentex supported
a project during 2024 dedicated to restoring the
Usambara Forests in Tanzania.
Tanzania is widely recognised as one of the most
diverse nations in the world, hosting a variety of natural
ecosystems rich in biodiversity. However, urbanisation
and unsustainable timber practices, amongst other
interlinked threats in the region, have caused substantial
harm to the nation, demonstrated through the country
having one of the highest deforestation rates in the
world. Argentex’s work with Treeapp has contributed
to the planting of 35 different variations of trees across
sites in Tanzania. These will help restore a mix of species
to the locality, for both agroforestry purposes and to
restore local landscapes that have been destroyed.
Treeapp ensures that the trees are planted by local
individuals through various tree nurseries, increasing
local employment opportunities in the area.
These planting teams also work with 20 primary schools
to provide an ecological education, informing future
generations on the value of nature and protecting it as
the world continues to develop.
For YE23 we have committed to offset our carbon
footprint of 119.9 tCO2e as calculated by Planet Mark, via
Treeapp in support of the Makame Savannah project
(Verified Carbon Standard) which protects more than
350,000 hectares of wildlife rich forests and savannah
in northern Tanzania from destruction and degradation.
Working with the Masai, they protect this valuable
habitat that provides a seasonal wildlife dispersal area
for Tarangire’s migratory wildlife, preventing at least
268,000 trees from being felled every year.
*Conservative estimate from Treeapp of the carbon the trees will sequester over their lifetime both above and below ground.
As a result of its
partnership with Treeapp,
Argentex is delighted
that 73,364 trees were
planted in 2024 which it
estimates will contribute
to 7,997 tonnes of CO2e
being sequestered over
their lifetime.*
“FY24 has been an exciting year, as we
execute our new strategy to reposition
the Group for a return to revenue
growth in FY25”
16
Argentex Group PLC Annual Report 2024
17
STRATEGIC REPORT
Guy Rudolph, CFO
CFO’S REVIEW
Market Overview
In 2024 foreign exchange volatility meaningfully
increased over the year before, once again driven
by monetary policy divergence and political
developments, particularly in the United States with
the election in November of President Trump for a
second term.
Ultimately, many central banks did not cut interest
rates by as much as markets had anticipated,
partly owing to the inability of headline inflation to
remain at target (1-3%). In the core currencies
traded by most of our clients, 2024 followed a
strikingly similar path to the prior year. The US dollar
weakened quite significantly during the summer,
only to perform
an impressive volte-face in the autumn, rallying
significantly as markets reacted to the re-election
of Trump and his inflationary policy mix. Continuing
US economic resilience and the prospect of inflation
nudging higher later in the year has reduced the
chance of rate cuts into 2025. Various outcomes for
interest rate policy remain.
In the UK, sterling performed strongly for much of
the year, fuelled by strong GDP growth, reticence
from the Bank of England to begin the rate cut
cycle, and a new Government promising ‘fiscal
responsibility’. By year end, however, sterling’s H1
strength had faded, materially weakening in the
aftermath of the new Labour government’s first
Autumn Budget, as business confidence worsened,
and economic growth slowed sharply. As we
transition into 2025, we see grounds for ongoing
volatility in foreign exchange markets, given the
scope for some monetary policy divergence, the
ripple effects of President Trump’s policies around
international trade and the imposition of import
tariffs by the United States, and geopolitical issues
still capable of impacting wider markets. Higher
levels of volatility have historically led our customers
to hedge a higher proportion of their foreign
currency transactions.
18
Argentex Group PLC Annual Report 2024
Financial Performance
Overview
CFO’S REVIEW
REVENUE
Argentex generated revenue of £50.3m in FY24,
marginally ahead of the prior year (FY23: £49.9m).
An increase in total volumes traded was offset by a
reduction in average revenue per client, driven by an
industry-wide reduction in margins across all products.
During FY24, 2,113 clients traded with Argentex, an
increase of 9% on the prior year. The teams continued to
win new business and revenue from new clients of £15.8m
in FY24 was ahead of the prior year (FY23: £15.2m).
The column charts below show the changing nature
of our product mix year on year, with an increase in
share of revenue from options, a product that was first
launched during FY22, and a reduction in revenue share
from both forwards and spots.
OPERATING HEADCOUNT
Headcount is the principal driver of operating costs
for Argentex. At the very start of FY24 our Full
Time Employee (“FTE”) numbers increased as new
OPTION
SPOT
FORWARD
14%
18%
38%
37%
48%
45%
REVENUE PRODUCT MIX
2023
2024
colleagues hired in the second half of FY23 joined the
Group for anticipated growth, which did not materialise.
Throughout FY24, through a combination of natural attrition,
performance management and controlled backfill, the Group
has reduced the headcount supporting the core business by
13%, and increased headcount in areas supporting growth,
with closing total headcount being broadly flat compared to
the prior year, as illustrated in the chart below.
Improvements have been made to control cost across
the Group, including the implementation of a more robust
expenses policy and a tightening of discretionary spend.
Whilst the impact of these measures is taking some time to
flow through, we expect to see a full year of benefit in FY25.
During the year, the Group incurred a number of costs which
reduced overall profitability, and which did not occur in the
prior year. The most significant of these were:
—
Costs associated with transformation of the Group of
c.£1.5m which we would not expect to reoccur in FY25
—
The closure / cancellation of the Argentex Group Value
Creation Plan which gave rise to a one-off non-cash
accounting charge of £0.6m
—
Default on a foreign exchange contract by a customer
of £0.6m
HEADCOUNT
2023
2024
Core
Board (Non Exec)
New Markets
New Products
TOTAL
196
TOTAL
197
19
STRATEGIC REPORT
As a result of the cost of transformation and these
one-off costs, we generated EBITDA of £4.0m and
operating loss of £0.2m (FY23: profit £8.1m).
CASH
Cash and cash equivalents as at 31 December 2024
was £48.7m, which includes £30.3m of client balances
pertaining to collection of any collateral and variation
margin. Net cash as at 31 December 2024 was broadly flat
at £18.4m (FY23: £18.3m).
In FY24, we spent £2.1m on capex which includes the build
of the new Argentex Global Platform for which £3.0m net
was raised via an equity issue in May 2024. The capex
spend is lower than the prior year of £4.7m, which included
significant investment in premises.
Working capital was impacted by a larger cash balance
required to be segregated for mark to market movements
on CASS clients postions than in December 2023.
Argentex is required to hold a minimum amount of cash
for regulatory requirements, and therefore it is only the
headroom above this amount that is free cash available
for investing in the business. The regulatory cash
requirement is calculated daily and is based on ongoing
costs of running the business as well as stress tests.
The headroom can vary significantly month to month due
to margin calls and ongoing working capital movements.
Cash generation from the Group’s revenue is a function of:
– The composition of revenue (spot, forward, option and
swap revenues)
– The average duration of the FX forwards in the portfolio
In FY24, Argentex generated revenues in a proportion
of approximately 46%/54% between spot and forward
contracts outside of options and swap revenues. Whilst
spot FX contracts attract a smaller revenue spread,
the inherent risk profile is much reduced, and cash is
generated almost immediately. As such, having this
proportion of revenues generated by spot trades with a
minimal working capital cycle creates a strong positive
immediate cash flow for the business.
£m
31 December
2024
31 December
2023
Cash and cash
equivalents
48.7
33.0
Less: segregated client
funds
(30.3)
(14.7)
Net cash
18.4
18.3
Collateral held at
Institutional
counterparties
5.7
5.7
£m
FY24
FY23
EBITDA
4.0
11.9
Lease payments
(1.9)
(1.5)
Capex
(2.1)
(4.7)
Working capital
(1.6)
1.8
Operating cashflow
(1.6)
7.5
Tax paid
(1.3)
(2.0)
FCF
(2.9)
5.5
Net proceeds from
equity raise
3.0
-
Dividends paid
-
(3.4)
Net cashflow
0.1
2.1
Net cash at beginning
of period
18.3
16.2
Net cash at end of
period
18.4
18.3
20
Argentex Group PLC Annual Report 2024
CFO’S REVIEW
CASH (Cont.)
Excluding swap revenue, 80% of revenue converts to cash
within three months, which is broadly consistent with prior
years as follows:
Cash conversion
12 months to
12 months to
9 months to
12 months to
12 months to
31 December
2024
31 December
2023
31 December
2022
31 March
2022
31 March
2021
£m
£m
£m
£m
£m
Revenues
50.3
49.9
41.0
34.5
28.1
Revenues (swap adjusted) (A)
41.0
43.6
37.7
31.5
27.2
Less
Revenues settling beyond 3 months
(swap adjusted)
(8.2)
(7.7)
(7.1)
(4.6)
(3.1)
Net short-term cash generation (B)
32.8
35.9
30.6
26.9
24.1
Short-term cash return (B/A)
80%
82%
81%
85%
88%
Net cashflow
0.1
2.1
Net cash at beginning of period
18.3
16.2
Net cash at end of period
18.4
18.3
21
STRATEGIC REPORT
INVESTING FOR GROWTH
In May 2024, we communicated our new strategy to
Shareholders and we have made progress against each
of the three pillars of the strategy, as follows:
OPERATIONAL/FINANCIAL EFFICIENCIES
Where there has been natural attrition in our headcount,
we have controlled backfill, reduced the number of FTE
supporting the existing business and invested only to
support growth areas, and as a result have kept overall
closing headcount broadly flat year on year.
Salesforce has been implemented which allows us
greater insights into how to best serve our clients and
to improve our customer retention and repeat business.
We also successfully migrated our accounting system
from a basic system with a manual consolidation to a
NetSuite ERP product which provides the functionality
to support a multi-currency, multi-location Group. We
will be leveraging its functionality further during FY25
with the introduction of a more robust ‘Procure to Pay’
process, which will strengthen our financial control. We
have also tightened our cost control in FY24, reducing
our discretionary spend and introducing a more robust
expenses policy, and this will continue to be an area of
focus in FY25.
PRODUCT EXPANSION
In May 2024, we raised net proceeds of £3.0m via a
share issue to fund our acceleration into digital accounts
and payments through the build of the Argentex Group
Platform. We have hired an experienced team who are
on track to deliver and launch the first phase of this new
product set in summer 2025. The AGP build costs were
on budget throughout FY24 and all in year milestones
were achieved.
GEOGRAPHIC EXPANSION
We were granted licences in two more overseas
jurisdictions during FY24: the Australian Financial
Services Licence in May 2024 and the Category 3A
licence from the Dubai Financial Services Authority in
November 2024. We look forward to trading ramping up
from each of these overseas entities during FY25.
PORTFOLIO COMPOSITION
As at 31 December 2024, 84% of the Group’s portfolio was
comprised of trades in the major currencies of Sterling,
Euro and US dollar, in line with the prior year. Therefore,
the Group’s exposure to exotic currencies or currencies
with higher volatility and less liquidity remains limited.
DIVIDEND
Whilst we continue to invest in growth and to transform
the business, the Board has decided that Argentex
Group PLC will not declare a dividend for the year
ended 31 December 2024.
OUTLOOK
With trading having commenced in Australia and
Dubai, following the grant of their licences during FY24,
and the launch of digital accounts and payments
products in summer 2025, we anticipate a return to
revenue growth in FY25.
Guy Rudolph
Chief Financial Officer
02 April 2025
22
Argentex Group PLC Annual Report 2024
setting the tone for behaviours, principles, and
expectations across all levels of the organisation. This
ensures Argentex fosters accountability, transparency
and ethical decision-making
—
Ownership of Risk. Group-wide recognition of how
it holds itself and others responsible for upholding
standards to deliver best-in-class value in the interest
of the Argentex stakeholders
—
Diversity of Thought. Continue to evolve the
establishment of an environment that encourages
different perspectives and ways of thinking within
the Group to foster innovation, engagement and
resilience
—
Fairness in Evaluation for Employees. Introducing
consistency in approach, engaging and empowering
employees through a series of inclusive initiatives and
bolstering the Group’s policies such that they are all
setting the bar for fair employee evaluations, leading
to enhanced satisfaction levels that support overall
Group performance
RISK GOVERNANCE
Argentex operates a three Lines of Defence (“LoD”) model
for managing its financial and non-financial risks, both of
which evolve with changes in the markets and products
from which it serves its clients.
The Group’s risk governance is based on this model.
This ensures that risk management, risk oversight and
assurance are independent activities that are carried out
by individuals, Committees, and departments, with overall
responsibility assigned to the relevant Senior Manager.
The Credit Risk Committee is
responsible for ensuring the
appropriate framework is provided
for managing credit risks within the
business.
The Operational Risk Forum
is responsible for ensuring the
appropriate framework is provided
for managing non-financial risk
matters.
The Financial Risk Working Group
is responsible for ensuring the
appropriate framework is provided
for managing prudential risks in
regard of capital, liquidity and
market risks inherent in the business.
ARGENTEX GROUP PLC BOARD OF DIRECTORS
ARGENTEX EXECUTIVE COMMITTEE
ARGENTEX COMPLIANCE AND RISK OVERSIGHT COMMITTEE
CREDIT RISK
COMMITTEE
OPERATIONAL RISK
FORUM
FINANCIAL RISK
WORKING GROUP
RISK MANAGEMENT
Risk Management
RISK CULTURE
The Group believes that a sound and healthy risk culture
is critical for the effective implementation of the Risk
Management Framework and therefore, by extension, the
achievement of its business objectives.
Led by the Board, the Group embeds a strong risk
management culture through the development of its
independent risk management function that works closely
with the business to define joint responsibility for its
integrated risk management approach. This approach, of
close cooperation between the risk function and the first
line risk owners, is central to the way in which Argentex
embed a strong risk management culture.
The Board has identified and established four key pillars
for the Group’s ongoing successful implementation of its
risk management culture:
— Tone from the Top. The role that its leaders play in
23
STRATEGIC REPORT
RISK MANAGEMENT FRAMEWORK
2nd Line of defence
Independent Oversight &
Challenge
- Management
Information
- Key Risk
Indicators
1st Line of defence
Risk Owner
3rd Line of defence
Assuarance
- Policy
Statements
Procedural
- Documentation
- Risk Tolerance
- Controls
- Risk
Assessment
- RCSA
- Risk Appetite
Statement
- Risk Register
- Governance
- Assurance
Identify
Assess
Mitigate
Implement
Monitor
Review
INHERENT RISKS
RISK CONTROLS
RESIDUAL RISKS
— The first LoD consists of the risk takers or front-line
staff, who understand the risks they originate and
their ongoing responsibilities to assess, control and
mitigate those risks
—
The second LoD consists of the oversight functions,
namely the Risk and Compliance teams. These
functions not only challenge, monitor and report in
relation to the effectiveness of risk management
practices but set policy, define works practices, and
oversee first line performance
— The third LoD consists of independent auditors
(Statutory and internal) and Directors who report to
the Board. They will also ensure that the three lines
of defence are operating effectively, deploying best
practice, and will escalate any identified
deficiencies to the relevant Board Committee
The Chief Compliance & Risk Officer chairs the Compliance
& Risk Oversight Committee, which advises both the
Executive Committee and the Board Audit & Risk Committee
(ARC) on all matters pertaining to the Group’s principal
risks, broader risk taxonomy as well as risk appetite and
associated risk tolerances.
BUSINESS STRATEGY/OBJECTIVES
RISK CULTURE
RISK APPETITE
The Board is responsible for setting and monitoring the risk
appetite for the Argentex Group when pursuing its strategic
objectives. Risk appetite is quantified and reported upon to
ensure the Group can maintain a sound financial position
throughout the annual cycle, whilst closely monitoring
both internal and external factors that have the potential
to disrupt its objectives. The Group’s Risk Management
Framework is designed to manage such emerging risks to
ensure adequate controls are in place to alleviate inherent
risks and bring residual risks within appetite.
24
Argentex Group PLC Annual Report 2024
RISK MANAGEMENT
RISK IDENTIFICATION
Argentex’s approach to risk identification is two-fold.
From a top down, principal risks perspective and from
a bottom-up divisional risk taxonomy perspective. The
Firm looks to identify risks that are:
– Financial Risks that reflect the Group’s financial
environment, have the potential to impede
performance and may impact the way in which
resources are deployed, such as Capital, Credit and
Liquidity
– Compliance and Operational Risks that are inherent
in the way the Group operates. Examples are found
in Regulatory, Compliance & Conduct, as well as in
Operational and other non-financial risks where third
party and broader resilience risks manifest
– Infrastructure Risks are an important part of the
Group’s business profile, and their evolution and
ongoing stability are key to the Group’s ongoing
success. Examples are technology, and cyber
– Business Risks that develop from choices for the
business and external factors that impede those
choices, such as Strategic, Reputational, and
Geopolitical risks
Material drivers of risk are captured through the
Group’s Risk Register and assessed against a series of
quantitative and qualitative reviews to bring potential
financial impacts together with management judgement
to determine appropriate impacts to appetite.
PRINCIPAL RISKS
DESCRIPTION
MITIGATION
CREDIT RISK
Credit risk reflects the risk that the Group
is unable to realise the cash value of its
assets. The Group is exposed to credit risk
if an institutional counterparty or a client
fails to settle a contract at maturity or fails
to deliver on margin calls when required.
The Group is therefore exposed to the fair
value movements of the contract from the
day the trade was booked, or since the
date of the last margin call.
The Group has a credit policy in place to mitigate any potential
losses arising from a client failing to settle, in particular:
Assessment of the creditworthiness of clients, with each client
being provided a credit assessment based on their specific
circumstances.
Where a hedging facility has been extended, maximum exposure
limits are applied before a margin call will be made.
Timely collection of margin calls or early settlement of client
contracts to reduce or eliminate credit exposures.
Scenario analysis on the portfolios top exposures are developed
to keep potential exposures under close review.
Dispute risks are managed through clear articulation of credit
facility terms.
Argentex utilises regulated international banks with sound capital
resources and monitors their creditworthiness on an ongoing basis.
A degree of concentration is necessary for the Group to command
strong pricing and settlement terms; however, the Group continues
to review the composition of its institutional counterparty base to
ensure that there is sufficient redundancy in its liquidity offering.
The Group closely monitors its portfolio credit risks and will
undertake ad-hoc deep dive reviews of single name exposures
along with its ongoing close watch single name exposures
monitoring.
25
STRATEGIC REPORT
DESCRIPTION
MITIGATION
CAPITAL RISK
The risk that financial resources are not
adequate or fail to ensure that these
resources can cover the nature and level
of the risks to which the Firm might be
exposed across all entities of the Group.
Reporting, Compliance and Analysis of the capital resources required
under all jurisdictions in which the Group operates regulated
business.
Retained earnings building the capital bases of the regulated entities
of the Group continue to yield improved capital soundness.
The Group continues to be well capitalised and retained earnings in
each entity balances its approach to new jurisdictions and markets
being entered as part of the Group’s strategic geographic expansion.
LIQUIDITY RISK
Liquidity risk is the risk that the Group has
insufficient unencumbered resources to
meets its obligations or can only do so at
an unsustainable cost. Liquidity risks are
primarily driven by:
- a sudden sharp movement in exchange
rates when a currency is net long/short;
or
- an over-extension of hedging facilities.
If the Group were unable to meet its
financial obligations when due, this would
have a material adverse effect on its
business, results of operations, financial
condition, and prospects.
The Group’s primary intra-day liquidity requirements are driven
by margin balance requirements with its banking partners. This
margin position is monitored intra-day and is managed on an
aggregated net basis.
To mitigate margin calls from banking counterparties, the Group’s
portfolio facilitates a blend of terms that enable client margin calls.
Regular stress testing is performed to ensure the Group has
sufficient collateral pledged and other unencumbered resources
to cover its current and potential obligations in the event of a
significant market movement.
Liquidity for client settlement is provided in a “safe settlement”
environment, Argentex will never remit funds to the client prior to
receiving cleared funds in the sell currency.
A balanced portfolio across institutional counterparties supports
the dilution of margin calls.
The Group has actively reviewed its bank counterparty pool to
reduce concentration risks and drive enhanced terms.
REGULATORY
RISK
Regulatory, Compliance and Conduct
risk is the current and prospective risk to
earnings or capital arising from violations
of, or non-observance of, laws, rules
and regulations applicable across the
Group. Conduct risk is the risk of creating
detriment to a customer, counterparty, or
market arising from inappropriate conduct
of business in the execution of business
activities.
Argentex Group and its regulated entities
abide by the rules and guidance of
the home state regulators in which it
operates as well as the AIM rules and
other significant legislation including
GDPR. Consequences of failure to
meet regulatory requirements include
penalties and withdrawal of permissions,
and the dynamic and evolving nature
of financial and other regulations could
lead to significant expenditure to remain
compliant with the evolving regulatory
environment.
Argentex is committed to upholding the regulatory principles for
business. The Group has a governance structure in place that
allows for the identification, control, and mitigation of material risks
resulting from the operations of the Group.
The Group continues to invest internally in compliance resources
and engage with third-party providers to leverage the rapidly
evolving solutions which assist with risk monitoring and mitigation.
The Group utilises external compliance auditors to review its
safeguarding, CASS and Anti Money Laundering processes and
procedures and provide recommendations on enhancements to
the existing compliance environment.
The governance structure within the Group supports the escalation
and reporting of key regulatory risks within the business as and
when they arise.
The Group has an online mandatory training programme to
ensure all members of the Firm keep up to date with the latest
developments.
The Group has continued to develop its compliance teams as
its global strategy takes shape. In addition, it has completed a
firm wide re-platforming of its Risk & Control Self Assessments,
Operational Resilience capability and Third-Party risk
management framework.
The Group also leverage its external advisory panel to stay ahead
of regulatory change.
26
Argentex Group PLC Annual Report 2024
RISK MANAGEMENT
DESCRIPTION
MITIGATION
OPERATIONAL
RISK
Operational risk is the risk of loss resulting
from inadequate or failed internal
processes, people, and systems or from
external causes. These failures can
materialise deliberately, accidentally, or
through natural disasters etc.
The Group conducts a Risk & Control Self-Assessment to capture
control points that require additional development. Additionally, the
Group has established an Operational Risk Events policy, has a series
of departmental operational risk indicators and is able to mitigate
risks through the development of appropriate insurance undertakings.
Roles & Responsibilities across the Group are clearly articulated to
ensure adequate controls are in place to reduce operational risks
in the business and the oversight forum that was established at the
end of 2023 has proven an effective route to drive up operational risk
awareness, thereby supporting improved controls and lower residual
risk outcomes.
Deep dive reviews on external events are conducted through an
internal lens to drive continuous improvement.
The development of the Group’s second line risk function continues to
yield positive outcomes for the governance of Group activity.
TECHNOLOGY
RISK
The current or prospective risk to
Argentex’s earnings and own funds arising
from the failure of in-house and third-
party systems. Failure of either the system
or its hosting environment would likely be
detrimental to both the Group and its
clients.
The Group maintains business continuity and operational resilience
arrangements which are periodically tested and enhanced across all
3 lines of defence.
Group policies, processes, training, infrastructure, governance, and
tools to ensure the business can recover from a range of business
interruption scenarios are in place and the Business Continuity Policy
provides guidelines for developing, maintaining, and exercising
Argentex’s Business Continuity Management and IT Disaster
Recovery.
Dependency on in-house servers have been mitigated through
the cloud services adopted during 2023, and improvements in the
Group’s change management framework has reduced delivery risks
of key IT enhancements.
Business Impact Assessments are embedded into the business
functions and rehearsals of business disruptions are worked through.
There has been a strategic investment in technology during 2024 and
this is targeting further legacy infrastructure reduction through 2025.
CYBER RISK
Cyber risk is a continual pervasive threat
which the Group defines as the risk of
losses arising from being targeted by
hackers resulting in significant disruption
to the Firm’s operation and ability to
service customers.
The pervasive threat of cybercrime remains a high risk, and the
Group remain vigilant to its threat to both the Firm and its clients.
To mitigate, the Group remains robust levels of insurance to
cover losses in such scenarios should they materialise, meaning
financial impact of the event should be limited to costs for
support and remedial works if needed.
The Group maintains and continues to enhance its information
security management framework which is systemically tested
against evolving threat vectors.
All systems are patched, secured and penetration / vulnerability
is tested regularly to ensure they are secure and robust to
maintain confidentiality, integrity and availability of the Group’s
services and business assets.
Board and employee training on security and fraud-related
matters like phishing and ransomware continue to evolve and
forms part of an ongoing programme of training.
27
STRATEGIC REPORT
DESCRIPTION
MITIGATION
STRATEGIC
RISK
The risk of having an insufficiently defined,
flawed or poorly implemented strategy
that either does not adapt to the
external environment or is not aligned to
stakeholder expectations.
The Board articulates its strategy and the senior leadership teams
ensure this is communicated to the wider business and that the
Group operates within the defined risk appetite.
The Board and its Managing Executives in the business work
closely to determine strategy and ensure that execution is fully
aligned.
The Group continues to go through significant strategic change
and whilst this remains on track, risks will naturally persist. The
refreshed executive team is fully focused on delivering the Group’s
strategic objectives.
REPUTATIONAL
RISK
Risk to reputation arises from negative
perception on the part of stakeholders
that can adversely affect the Group’s
ability to maintain existing or establish
new business relationships and continued
access to sources of funding and liquidity.
This could be as a direct result of poor
or inappropriate execution of business
activities, staff behaviour or external
factors such as false information or market
rumours.
The risk management framework promotes policies, procedures
and controls that aim to prevent major incidents from occurring
by way of identifying, assessing, and managing risks, ensuring the
right escalation processes are in place to effectively mitigate the
risks as they occur.
The Group continues to invest in fostering and embedding a sound
and healthy risk culture and this permeates through the Group to
enhance its reputational standing and deliver long-term, high-
quality customer journey experiences.
The Risk Framework is maturing, and a revised taxonomy has
been implemented in 2025 that will further strengthen the Group’s
controls, mitigation, and risk tolerances leading to positive
indicators that are reducing the Group’s view of residual risks.
GEOPOLITICAL
RISK
The risk that an increase in political
instability, and by extension a
deterioration in the business and
economic environment unfolds, adversely
affecting the Group’s financial condition
and prospects.
The Group’s primary responsibility is the safety and welfare of
its staff and developing its business continuity management
programme and responses as external threats evolve.
The Group has robust policies and procedures that facilitate
remote working and a safe return to work.
The Group’s systems and capabilities, cloud-based infrastructure
as well its reactive agility to crises demonstrate its supportive
commitment to minimising disruption to clients.
28
Argentex Group PLC Annual Report 2024
RISK MANAGEMENT
KEY RISK INDICATORS AND RISK LIMITS
The Group’s risk controls are implemented in line with the
risk appetite statement by setting various risk limits and
policies that are owned by the Board, which are then
cascaded down to more granular and specific limits
delegated to and managed by risk managers in the
first and second line through a series of preventive and
detective measures. Such measures incorporate a host of
activities, including business continuity management, risk
specific insurance policies, market based hedging activities,
credit risk mitigants, and diversification of funding sources.
The Group established a series of Key Risk Indicators
(“KRIs”) throughout 2024, and these have been
complementary to the existing and evolving risk limits,
which collectively have strengthened its governance
and demonstrated that the Group is able to operate in
accordance with its overall risk appetite.
MONITORING AND REPORTING
The Group continues to make good progress in its limit
framework and monitoring capability, ensuring that
risk exposure levels are authorised and monitored at
the appropriate level within the Group’s governance
hierarchy. Reporting of risk exposures in relation to
risk limits and thresholds, is performed by the Risk
Management function. Reporting is conducted in
relation to all principal risks and is designed to enable
effective governance of the Group’s risk profile. The ARC
is regularly informed of the Group’s risk exposures and
compliance with risk limits.
In addition to monitoring current risk exposures,
the Group also monitors potential future adverse
developments by establishing specific early warning
indicators whose breach may indicate deterioration in
both the internal environment and external environment
that could have an impact on the strength of the
Group’s capital and liquidity position. Monitoring and
reporting the status of these early warning indicators
forms part of Group’s broader recovery arrangements.
For most risk metrics and limits, exposures are monitored
daily by a combination of automated and semi-
automated processes to support regular management
information that is distributed to the CEO and Chief
Compliance & Risk Officer (“CCRO”) as well as regular
risk reporting to the Executive Committee, Compliance
& Risk Oversight Committee and Board Audit & Risk
Committee at each meeting.
ADEQUACY OF RISK MANAGEMENT
ARRANGEMENTS
The Group assesses the adequacy of its Risk
Management Framework on an annual basis, or more
frequently if required. This assessment is formally
documented within the regulatory assessments it
conducts throughout the regulated entities within the
Group and is approved by the Executive Committee.
The most recent assessment exercises concluded that
the risk management arrangements adopted were
adequate in relation to their risk profile and strategy.
Further, through its Risk Management framework, risk
appetite and limit framework, independent reviews and
ongoing programme of enhancements, the Group and
its subsidiaries can confirm that their risk management
continues to be effective.
29
STRATEGIC REPORT
30
Argentex Group PLC Annual Report 2024
SECTION 172(1) STATEMENT
The purpose of the Strategic Report is to inform
members of the Company and help them assess
how the Directors have performed their duty under
section 172. This section 172(1) statement incorporates
information from other areas of the Annual Report to
avoid unnecessary duplication.
The Directors have had regard for the matters set out
in section 172(1)(a)-(f) of the Companies Act 2006 when
performing the duties set out in section 172. The Directors
consider that they have acted in good faith in the way
that would be most likely to promote the success of the
Company for the benefit of its members as a whole,
whilst also considering the broad range of stakeholders
who interact with and are impacted by the Group.
The table below indicates the location of relevant
information that demonstrates how the Group acts in
accordance with the requirements of section 172(1).
It is acknowledged that it is not possible for all of the
Board’s decisions to result in a positive outcome for
every stakeholder group. When making decisions, the
Board considers the Group’s purpose, vision and values,
together with its strategic priorities and takes account of
its role as a responsible corporate citizen. The aim of this
is to ensure that decisions are robust and sustainable.
WHO
WHY
WHAT
are they
they are important to Argentex
matters to them
EMPLOYEES
The Group’s employees are central to its success
in delivering a high quality service and advice to
clients. Ensuring the workforce is engaged and
motivated is an important driver for the business.
—
Career development
—
Fostering a diverse, equitable and inclusive workforce
—
Clear communication
—
Wellbeing
CLIENTS
By purchasing Argentex’s products and services,
clients ensure the Group’s viability as a business.
Argentex aims to meet and exceed clients’ expec-
tations. The Group provides exemplary customer
service through a seamless experience.
—
High- level customer service
—
Environmental and social impact
—
Addressing evolving client needs and changes
in currency exchange patterns in the context of
the macroeconomic climate
REGULATORS
The Group works in a highly regulated industry where it
is vital to stay on top of key regulatory
requirements, which are subject to ongoing change.
The Group’s operating companies in Dubai,
Australia, the Netherlands and the UK are
registered with financial regulators in the relevant
jurisdiction. Argentex Group PLC is regulated by the
London Stock Exchange and AIM Team.
—
Regulators prioritise transparency, financial
stability, and compliance with legal and
regulatory frameworks to protect consumers
and maintain market integrity
—
They expect the Group to operate with
robust governance structures, effective risk
management frameworks, and strong internal
controls to mitigate financial crime, fraud and
operational risks
SHAREHOLDERS
A key objective for the Board is to create value for
shareholders. The Group’s mission, purpose, values
and strategy strive to deliver long-term, profitable
growth for shareholders.
—
Profitability and business growth potential
—
Share price appreciation and dividend
payments
—
Quality of governance
COMMUNITY &
ENVIRONMENT
The Group recognises that community and envi-
ronmental engagement is important to its ability
to build a more sustainable future for Argentex
and its stakeholders.
—
Employment within the Group’s communities
—
Increased focus on Environmental and Social
Responsibility initiatives
—
Positively impacting the communities both
locally and across the globe
Section 172 (1) Report
31
STRATEGIC REPORT
Examples of how the Board engaged and their impact
on, amongst others, employees, customers and
shareholders are included in the table below and
discussed throughout the Strategic Report (on pages
02-31) and in the Governance section (on pages 36-46).
The following table identifies where, in the Annual
Report, information on the issues, factors and
stakeholders the Board has considered in respect of
Section 172(1) can be found.
This Strategic Report has been approved and signed on
behalf of the Board.
Jim Ormonde
Chief Executive Officer
02 April 2025
HOW
Argentex engaged
Page References
—
Direct feedback through an employee engagement survey
—
Quarterly global townhall meetings
—
Quarterly people and culture updates to the Board from the Executive Directors
—
Personal customer experience across all of the Group’s channels
—
Attendance at industry events
—
Dedicated teams across sectors and offering bespoke support to corporate, institutional
and private clients based on an in-depth understanding of those clients’ needs, with many
relationships built over several years
—
An open and transparent dialogue with the regulatory and industry bodies that the Group
works with, and employing leading compliance professionals to monitor and police its
adherence with best practice
—
Employees are required to undertake specific training on regulation and best practice as
required by their roles
—
Feedback from local and foreign regulators is presented, monitored and incorporated by
the Board
—
Review of all shareholder communications, including trading updates, financial results, the
Annual Report and Notice of Annual General Meeting (“AGM”)
—
The AGM enables shareholders to engage directly with the board
—
Investor meetings and the results presentations
—
Following any investor engagement by a Board member, that Board member provides
shareholder feedback at Board meetings
—
The Group has partnered with the Social Mobility foundation who support young individuals
form low-income backgrounds to attend the four-week Argentex Academy Programme
—
Planet Mark has helped Argentex measure its carbon footprint and maintain planet mark
certification
—
Partnership with TreeApp through the “Trees for trades” initiative who strategically plant
trees all over the world
04
07
08
04
36
21
08
28
15
07
39
11
59
05
22
12
06
37
22
10
56
49
21
46
36
45
51
39
50
01
08
06
17
32
Argentex Group PLC Annual Report 2024
BOARD OF DIRECTORS
NIGEL RAILTON
Non-Executive Chairman
Appointed: 2019
Committee: A, R, N
Nigel was appointed Non-Executive Chairman of
Argentex in 2023, having joined the Board in 2019. He
became Interim Chair of the Post Office in May 2024.
Prior to that, Nigel was CEO of Camelot UK, having held
numerous senior positions since joining the business in
1998. Previously, he held senior finance and marketing
roles at Black & Decker and Daewoo Cars Ltd after
starting his career with British Rail.
Nigel has over 20 years’ experience of positively
contributing to boards as a Non-Executive Director and
has chaired multiple committees, including in Ireland and
South Africa. He has significant experience in developing
teams and brings a strong transformational and
operational track record in executive roles.
External appointments
– Trustee of the Social Mobility Foundation
– Interim Chair of Post Office Ltd
JIM ORMONDE
Chief Executive Officer
Appointed: 2023
Jim was appointed to the Board as Interim CEO in
October 2023 and became permanent CEO in May
2024. He has more than 30 years’ entrepreneurial and
leadership experience across the Fintech segment
having been CEO of Cardsave, one of Europe’s largest
independent payments businesses, before serving on
the board of Retail Merchant Services, which was sold
successfully to TCV Private Equity and then SaltPay.
He has provided strategic advice to a wide range of
companies including regulated, private and public
companies of all sizes.
Board of Directors
GOVERNANCE REPORT
33
GUY RUDOLPH
Chief Financial Officer
Appointed: 2024
Guy brings over 30 years of experience to Argentex,
having worked as a finance professional at PwC,
Vodafone Group PLC and Camelot. He spent 17 years at
the FTSE 100 listed Vodafone Group PLC where his roles
included Group Financial Controller and Group Director
of Finance Operations, and five years at Camelot where
he was the Deputy CFO. Guy is a Chartered Accountant.
JONATHAN GRAY
Senior Independent Non-Executive Director
Appointed: 2019
Committee: A, R (Chair), N
Jonathan has considerable financial services experience
having worked as a corporate financier in the City of
London since graduating from Oxford University in 1988.
He was a Managing Director and headed the Smaller
Companies Team at both UBS and HSBC where, over
a period of 15 years, he worked on a large number of
both equity and debt fundraisings, as well as mergers
and acquisitions, and well over 100 IPOs mainly on the
London Stock Exchange.
External appointments
– Sabina Estates Group Holdings
– Elm Square Advisors Limited
– NCB Corporate Finance Limited
Key for Committees:
• A = Audit & Risk Committee
• R = Remuneration Committee
• N = Nominations Committee
34
Argentex Group PLC Annual Report 2024
BOARD OF DIRECTORS
LORD DIGBY JONES, Kb.
Independent Non-Executive Director
Appointed: 2019
Committee: N (Chair), R
After three years in the Royal Navy, Lord Jones spent
20 years at Edge & Ellison, a major Birmingham-based
corporate law firm, where he served as Senior Partner in
the mid-1990’s. He was appointed Director-General of
the Confederation of British Industry in 2000.
In 2007 he became Minister of State for UK Trade &
Investment becoming a life peer but not joining the
party of government. Thereafter he served as Chairman
of International Advisory Boards of, or Senior Advisor to,
major multi-national companies.
He has extensive experience in deal making, corporate
finance, change management & export & investment
markets around the world.
External appointments
– Non-Executive Chairman of Triumph Motorcycles Ltd
& Metalfloor UK Ltd
– Non-Executive Director of Norman Piette Ltd
HENRY BECKWITH
Non-Executive Director
Appointed: 2019
Committee: N
Henry is a Director of Pacific Investments Ltd, and
leads their financial services and asset management
division, taking an active role in both deal origination
and management of the portfolio of companies. He is a
member of both the Chartered Financial Analyst Institute
and the Society of Technical Analysis.
Henry was a founding partner and Board member of
Argentex when it was first backed by Pacific Investments
in 2013 and, as such, has over 12 years in the foreign
exchange industry.
External appointments
– Director of Pacific Investments
– Founding Partner of Pacific Asset Management
– Non-Executive Director of Pacific Capital Partners
Limited
GOVERNANCE REPORT
35
TIM HALDENBY
Independent Non-Executive Director
Appointed: 2023
Committee: A (Chair), R, N
Tim qualified as a Chartered Management
Accountant in 2001 and brings substantial experience
in finance, strategy, operational performance
management and data management. Tim gained this
experience during a 23-year career at Camelot. In
the past 10 years, Tim’s roles have included Director of
Strategy at Camelot Global (Camelot’s international
business), Chief of Staff and then Interim Chief Data
Officer at Camelot UK Lotteries.
External appointments
– Member of the Ambitious About Autism’s Employ
Autism Development Board
– Director of TMH Consulting Services (Bath) Limited
RINA LADVA
Independent Non-Executive Director
Appointed: 2024
Committee: A, R, N
Rina brings over 25 years of technology transformation
expertise to Argentex. This includes 17 years at Microsoft
in senior leadership positions and more recently at
PA Consulting where she is building new innovation
businesses and scale partnerships. Her extensive
experience leverages leading-edge technologies,
products, and platforms to drive industry disruption,
business transformation and growth spanning multiple
sectors and geographies.
External appointments
– Partner at PA Consulting
Key for Committees:
• A = Audit & Risk Committee
• R = Remuneration Committee
• N = Nominations Committee
36
Argentex Group PLC Annual Report 2024
CHAIRMAN’S GOVERNANCE STATEMENT
Dear Shareholder,
I am pleased to present our Corporate
Governance Report for the year ended 31
December 2024. As an AIM quoted business
we continue to adopt the principles of the
Quoted Companies Alliance’s Corporate
Governance Code (“QCA Code”). This report
sets outs how we have applied and abided by
those principles.
We also describe our governance framework that
supports the implementation of the principles and our
approach to good corporate governance. The 2023
version of the QCA Code applies to financial years
beginning on or after 1 April 2024 and therefore we will
report our approach to applying the updated principles
in our 2025 Annual Report.
There have been a number of changes to the
Argentex Board in the year. Jim Ormonde, although
appointed to the Board in 2023, was appointed as the
Group’s permanent CEO in May 2024, Guy Rudolph
joined the Board as an Executive Director and CFO
in July 2024, and we welcomed Rina Ladva as an
Independent Non-Executive Director in October
2024. It is important that the Board comprises of a
mixed skill set, experience and knowledge to deliver
the strategy of the Group. Accordingly, the Board
has appointed Jeff Parker as an independent Non-
Executive Director. Jeff brings a wealth of experience
of operating in the global fintech and financial
services sectors. Digby Jones has confirmed that he
will not be seeking re-election as a Director at the
AGM in June 2025. The Board thanks Digby for his
significant contributions made during his tenure. In
light of the aforementioned changes, the size, skill sets,
and experience are felt to be pertinent to Argentex
given its size, stage of development and opportunities
that it faces.
The Board is responsible for:
– The maintenance of a robust system of internal
controls and risk management procedures
– Board appointments and succession planning
– The approval of the Remuneration Policy and
remuneration arrangements for the Directors and
other Senior Leadership
– Setting the terms of reference for Board Committees
– The strategy and growth plans of the Business
– Structure and Capital
– Risk Management and internal controls
– Contracts outside of the ordinary course of business
– Commitment to material expenditure
– Shareholder communication
– Corporate Governance
Having approved the new growth strategy for Argentex
in the first half of 2024, one of the critical focus points
of the Board has been supporting the executive team
to implement these new initiatives. The Group now has
clearly defined strategic priorities and development
roadmap, and the Board are confident in Argentex’s
ability to successfully execute on its objectives.
During 2024, the Board also:
– Debated the Group’s principal risks and the Board’s
approach to setting risk appetite which included the
approval of an enterprise risk framework, risk register
and risk appetite statement
– Considered 2024 dividend payments
– Reviewed the Group’s Long-Term Incentive Plan
Nigel Railton, Non-Executive Chairman
Chairman’s Governance
Statement
GOVERNANCE REPORT
37
– Monitored financial performance against budgets
and forecasts and discussed any deviations from
expectations at each scheduled meeting
– Reviewed and approved the Group’s trading updates,
full and half-year results and the Annual Report and
Accounts
– Reviewed performance updates relating to
technology infrastructure, technical capabilities, cyber
and data privacy
– Received updates and recommendations from the
Committee Chairs following each Committee meeting
– Received briefings from the Group’s brokers and
lawyers
– Received feedback and insights from the Senior
Independent Director (“SID”) and myself as Chairman
gathered from meetings with the Group’s top
shareholders
Effective communication with all shareholders –
institutional and retail - remains a top priority for
Argentex. The CEO, CFO, and I maintain regular
engagement with shareholders, providing updates on
progress and financial performance throughout the
year. Additionally, the CEO and CFO ensure that major
shareholders receive requested information and address
concerns regarding the Group, relaying key insights
back to the Board to ensure shareholder interests are
promptly considered and acted upon.
Building on this commitment, the newly established
executive team as detailed on page 10 of the
Strategic Report is dedicated to driving operational
excellence, enhancing product development, and
expanding geographically. A key focus is future
proofing the business to ensure sustainable growth
and long-term shareholder returns. As part of this
strategy, the Board has focused on the steps needed
to complete a corporate culture refresh that reinforces
behaviours that align with the Group’s vision at all
levels. This initiative will be underpinned by the launch
of the Argentex Principles in Q1 2025, further details of
which are available in the People and Culture section
on pages 10-11.
Maintaining a strong risk culture is also central to the
Group’s approach, with the Board setting the standard
for governance and accountability across the Group.
Senior Leadership is expected to lead by example,
fostering a culture of risk ownership and responsibility.
As outlined in the Corporate Governance Report on
pages 38-46, the Board actively monitors corporate
culture through various mechanisms, including reports
from Executive Directors, employee engagement
surveys, and direct staff interactions.
By establishing clear behavioural expectations and
sound governance practices, the Board is committed to
executing the right strategy with the right leadership to
create long-term value for all stakeholders.
Nigel Railton
Non-Executive Chairman
02 April 2025
“A key focus is future
proofing the business
to ensure sustainable
growth and long-term
shareholder returns.”
38
Argentex Group PLC Annual Report 2024
CORPORATE GOVERNANCE REPORT
1.
Establish a strategy and business model which promotes long-term
value for shareholders
2.
Seek to understand and meet shareholder needs and expectations
3.
Take into account wider stakeholder and social responsibilities and
their implications for long-term success
4.
Embed effective Risk Management, considering opportunities and
threats through the organisation
5.
Maintain the Board as a well-functioning balanced team
6.
Ensure Directors have the necessary up to date experience, skills
and capabilities
7.
Evaluate Board Performance based on clear and relevant objectives
seeking continuous improvement
8.
Promote a corporate culture that is based on ethical values and
behaviours
9.
Maintain Governance Structures and Processes that are fit for
purpose and support good decision making by the Board
10.
Communicate how the Group is performing by maintaining
dialogue with shareholders and other stakeholders
THE QCA CODE 2018
02
07
36
37
06
21
12
30
39
49
15
31
36
41
49
40
48
42
49
45
42
46
43
30
37
46
31
39
22
37
41
28
40
32
41
35
10
45
11
49
37
42
39
46
Corporate Governance
Report
GOVERNANCE REPORT
39
1. STRATEGY AND BUSINESS MODEL
Following an in-depth strategic review, the Board
approved a new growth strategy for the Group covering
the next three years.
The Group’s strategy and business model, including the
key risks and challenges in delivering them, are set out in
the Strategic Report on pages 02-31.
The Board regularly discusses the Group’s long-term
strategy and monitors the executive team’s performance
in delivering that strategy. The Board also reviews
performance against strategic KPIs at each meeting.
2. SHAREHOLDER RELATIONS
The Board is committed to creating value for its
shareholders and takes its responsibility to maintain
effective dialogue with all investors seriously. The
principal methods of communication with private
investors have been the Annual Report, the Interim
Report, the AGM and the Group’s website.
The CEO and CFO of the Company meet all major
shareholders and potential investors after interim and
full-year results through one-to-one meetings and live
Investor Meet Company presentations, whilst the Investor
Relations team is in regular contact with investors
throughout the year.
During FY24 the Group engaged with shareholders on
a range of topics including an equity raise, Company
performance against its strategy, governance and Board
composition as explained on pages 06-08. Steps have
been taken to ensure that full-year and other public
announcements are as meaningful, understandable,
transparent and comparable as possible, with this
information also made available on the Group’s website
https://www.argentex.com/.
The AGM is the principal forum to meet and engage
in dialogue with all shareholders who wish to attend,
to allow the Board to hear their views and enable
shareholders to ask questions. The most recent AGM
was held on 19 June 2024. All Board members were
in attendance and available to answer questions.
Shareholders voted on each resolution by way of
poll and the results of voting were published on the
Group’s website.
The Board acknowledges the resolutions that received
more than 20% of votes against at the AGM. The Group
remains committed to engaging with its shareholders
to understand their perspectives and address their
concerns. In particular, the Group recognises the
importance of ongoing dialogue regarding Board
composition to ensure it aligns with the Group’s long-
term strategic direction and governance best practices.
Additionally, Argentex will continue to assess its
approach to share issuances and pre-emption rights
in alignment with shareholder expectations. The Board
remains focused on transparency, governance, and
acting in the best interests of all stakeholders.
3. OUR STAKEHOLDERS AND SOCIAL
RESPONSIBILITY
The Board recognises that engaging with its
stakeholders strengthens its relationships and helps
Argentex make better business decisions to support
the long-term success of the Group. In addition to
its shareholders, the Board has identified its key
stakeholder groups as employees, clients, community
and environment, and regulators and relevant industry
bodies. The Group’s Section 172 Statement on pages
30-31 describes how the views of these stakeholders
have been taken into account in the Boad’s decision
making during the period.
The Board is kept informed of the views and concerns of
its stakeholders through briefings following engagement
activity conducted by the Executive Directors such
as townhall meetings and staff engagement surveys,
which provide key insights into data concerning people
together with trends, levels of engagement as well as
areas for improvement for the forthcoming year.
40
Argentex Group PLC Annual Report 2024
CORPORATE GOVERNANCE REPORT
4. RISK MANAGEMENT
The Board has ultimate responsibility for determining
the Group’s risk appetite and for ensuring that the risk
management framework is appropriate and operating
effectively. Oversight of financial risk management
systems and internal controls, and assessing the quality,
integrity, implementation and reliability of the Group’s
risk management processes has been delegated to the
Audit & Risk Committee (“ARC”).
The ARC’s report is on pages 56-59.
Further information on the Group’s approach to risk
management and the principal risks facing the Group is
on pages 22-28.
RISK MANAGEMENT FRAMEWORK
The Group’s Risk Management Framework (“Risk
Framework”) fosters a robust risk culture by
systematically identifying, assessing, and mitigating risks.
Key elements include:
– Risk Identification: Leveraging a risk register and risk
appetite statements to pinpoint risks
– Risk Assessment: Conducting Risk & Control Self-
Assessments to define controls and mitigations to
align risks with appetite
– Monitoring & Reporting: Documented processes
enable effective control implementation, with key risk
updates provided to Senior Leadership, the executive
team, and the Board
– KRIs: Facilitating continuous monitoring and iterative
improvement through feedback, governance, and
assurance programmes
The Risk framework evolves continuously and is supported
by a mature governance structure and a robust
assurance programme to align with best practices.
THREE LINES OF DEFENCE MODEL
Argentex’s risk governance operates through a three
lines of defence model, ensuring independence and
accountability:
1. First Line of Defence: Front-line staff responsible for
understanding, assessing, and mitigating risks within
their areas of operation.
2. Second Line of Defence: Risk and Compliance
teams that oversee, challenge, and monitor risk
management practices, set policies, and define work
practices.
3. Third Line of Defence: Auditors and Directors who
provide independent assurance, ensuring all lines
operate effectively and adhere to best practices.
This structure ensures risk is managed comprehensively
across the Group. The risk management framework
is closely linked to the Company’s internal controls,
both financial and non-financial. By aligning risk
management with robust internal controls, the
Group ensures the effectiveness and integrity of its
operations, safeguard against vulnerabilities, and
support the achievement of strategic objectives whilst
maintaining accountability and transparency across the
organisation.
5. BOARD COMPOSITION
The Board is responsible to shareholders for the
long-term success of the business and the proper
management of the Group whilst having regard to
its key stakeholders. Therefore, it is important that the
Board comprises of a mixed skill set, experience and
knowledge to deliver the strategy of the Group.
The Board is currently composed of an Independent
Non-Executive Chair, a CEO and a CFO who are
Executive Directors and five Non-Executive Directors,
four of whom are considered to be independent. Henry
Beckwith, Non-Executive Director, is not considered
to be independent. The size, skill sets, and experience
of the Board is felt to be appropriate to the Argentex
Group given its size, stage of development and
opportunities that it faces. All Board Directors are
subject to election at their first Annual General Meeting
and to re-election annually thereafter.
GOVERNANCE REPORT
41
CHANGES TO THE BOARD
During the year, there were two changes to the Board,
Guy Rudolph joined as an Executive Director in his role
as CFO in July 2024 and Rina Ladva was appointed in
October 2024 as an Independent Non-Executive. The
Group was also pleased that Jim Ormonde accepted
the position of CEO on a permanent basis, having been
appointed to the Board as Interim CEO in 2023.
6. BOARD EXPERIENCE SKILLS AND CAPABILITIES
Biographies of each Director, including details of their
experience and roles on the Board as at the date of this
report are set out on pages 32-35.
All Directors are responsible for maintaining and
updating their skill sets, with the Group offering various
opportunities for professional development. Periodic
briefings are made to the Board throughout the year on
corporate governance and regulatory developments.
New Directors receive a tailored induction programme,
whilst Non-Executive Directors are encouraged to
participate in workshops or meetings aligned with their
areas of expertise. The Board will look to annually assess
the relevance and availability of continuing professional
development opportunities, both formal and informal.
RISK MANAGEMENT FRAMEWORK
2nd Line of defence
Independent Oversight &
Challenge
- Management
Information
- Key Risk
Indicators
1st Line of defence
Risk Owner
3rd Line of defence
Assuarance
- Policy
Statements
Procedural
- Documentation
- Risk Tolerance
- Controls
- Risk
Assessment
- RCSA
- Risk Appetite
Statement
- Risk Register
- Governance
- Assurance
Identify
Assess
Mitigate
Implement
Monitor
Review
INHERENT RISKS
RISK CONTROLS
RESIDUAL RISKS
BUSINESS STRATEGY/OBJECTIVES
RISK CULTURE
42
Argentex Group PLC Annual Report 2024
CORPORATE GOVERNANCE REPORT
THE BOARD IS RESPONSIBLE FOR:
– The maintenance of a robust
system of internal controls and risk
management procedures
– Board appointments and succession
planning
– The approval of the Remuneration
Policy and remuneration
arrangements for the Directors and
other Senior Managers
– Setting the terms of reference for
Board Committees
– The strategy and growth plans of the
Business
– Structure and Capital
– Risk Management and internal
controls
– Contracts outside of the ordinary
course of business
– Commitment to material expenditure
– Shareholder communication
– Corporate Governance
THE CHAIRMAN IS RESPONSIBLE FOR:
– Running the business of the Board
– Ensuring the effectiveness of the Board and an appropriate strategic
focus and direction
– Promoting a corporate governance
– Ensuring that Board members receive timely, accurate and clear
information about the Group’s activities
– Ensuring active engagement and effective communication with
shareholders
– Setting the Board’s agenda and for ensuring the Committees carry out
their duties
THE SENIOR INDEPENDENT DIRECTOR IS RESPONSIBLE FOR:
– Providing a sounding board for the Chair
– Serving as an intermediary for the Non-Executive Directors where necessary
– Being available to shareholders to discuss their views and concerns when
required
THE CEO IS RESPONSIBLE FOR:
– Proposing the strategic focus to the Board
– Implementing and executing the strategy
– Leading the management of the Group alongside the Executive
Committee
– Representing the Group to external stakeholders and engaging with
them on the Group’s purpose and strategy
THE NON-EXECUTIVE DIRECTORS ARE RESPONSIBLE FOR:
– Exercising independent judgement and providing constructive challenge
to the Executive Directors and the Senior Management Team, scrutinising
performance against objectives
– Providing strategic guidance to the Group, utilising their wealth of
knowledge, insight and experience
– Approving appropriate Group strategy and operating plans
– Having a pivotal role in the appointment and removal of Executive
Directors and sustaining the Group’s corporate governance framework as
a whole
GOVERNANCE REPORT
43
ROLES AND RESPONSIBILITIES
HOW THE BOARD OPERATES
The Board holds responsibility for the overall
management of the Group, including setting and
approving its long-term objectives and strategy,
approving budgets, overseeing operations, maintaining
robust internal control and risk management systems,
and implementing Group strategies, policies, and plans.
Whilst certain responsibilities may be delegated, the
Board retains a formal schedule of matters reserved
for its decision. These reserved matters include, but
are not limited to, overseeing strategy, approving
major investments, external financial reporting, annual
budgets, dividend policy, and Board structure. The
Board meets regularly to formally review the Group’s
performance.
THE BOARD COMMITTEES
The Board has delegated specific responsibilities to the
three Board Committees:
Further information in respect of the duties of each Committee are set out in the Committees’ Terms of Reference, which
is available on the website at: www.argentex.com/investor-relations/corporate-governance.
Details of each of the Committee’s activities during the period are set out in the Committee reports on pages 48-59.
Each Committee has access, at the cost of the Group, to the resources, information and advice that it deems necessary
to enable the Committee to discharge its duties.
Audit & Risk Committee
Nominations Committee
Remuneration Committee
The ARC ensures the integrity of
the Group’s financial statements,
reviews key financial reporting
issues, evaluates the effectiveness
of internal controls and risk
management, and oversees the
External Auditors, including their
appointment, audit scope, and
findings. It also supervises the
Internal Audit function, which
reports directly to the Committee.
Input is sought from the Group’s
Executive Committee as needed,
including updates or escalations
from the CCRO and CFO. The
Committee meets at least three
times annually or as required within
the reporting and audit cycle.
Members
– Tim Haldenby, Chair
– Nigel Railton
– Jonathan Gray
– Rina Ladva
The Nominations Committee is
responsible for identifying and
nominating members of the Board,
recommending Directors to be
appointed to each Committee of
the Board and the Chair of each
such Committee.
The Nominations Committee also
arranges for evaluation of the
Board.
The Nominations Committee meets
at least twice a year and otherwise
as required.
Members
– Lord Digby Jones Kb., Chair
– Nigel Railton
– Jonathan Gray
– Henry Beckwith
– Tim Haldenby
– Rina Ladva
The Remuneration Committee
establishes the framework for the
remuneration of Executive Directors
and Senior Executives, including
determining individual packages
such as bonuses, incentive
payments, and share options. Non-
Executive Director remuneration
is decided by the Chairman
and Executive Directors, with no
Director involved in decisions about
their own pay.
The Committee also oversees
share and option awards under the
Group’s incentive plans, , ensuring
alignment with the QCA Corporate
Governance Code and relevant
guidance.
The Committee meets at least
twice annually or as needed.
Members
– Jonathan Gray, Chair
– Nigel Railton
– Lord Digby Jones Kb.
– Tim Haldenby
– Rina Ladva
44
Argentex Group PLC Annual Report 2024
CORPORATE GOVERNANCE REPORT
TIME COMMITMENT AND MEETINGS
Executive Directors work full time within the Group and
Non-Executive Directors are expected to devote such
time as is necessary for the proper performance of their
duties. The Board is satisfied that all Non-Executive
Directors have sufficient time to commit to their roles
on the Board and in the Committees and to fulfil their
obligations to the Group.
Any changes to the time commitments and interests of
the Directors are reported to and, where appropriate,
agreed by the rest of the Board. The Board is satisfied
that the number of external appointments held by each
Director is appropriate and none of the Directors are
considered to be over-boarded.
Directors are expected to attend all Board meetings,
and the meetings of Committees of which they are
members. The Board operates to an agreed schedule
and formally met ten times during the reporting period,
covering key matters at regular intervals through the
year. Non-Executive Directors communicate directly
with Executive Directors and Senior Management in the
interim time between formal meetings. Additional Board
meetings were held in relation to urgent matters and
projects as and when required.
The Board is committed to working in a dynamic,
collaborative and effective way with different points of
view and knowledge being drawn upon to challenge
and review the business of the Group.
BOARD AND COMMITTEE MEETINGS
MEETING ATTENDANCE
KEY:
Board Meetings
Audit & Risk
Remuneration
Nominations
Jim Ormonde
10/10
6/6
2/5
2/3
Guy Rudolph †
7/10 Observer
5/6
1/5
1/3
2/10 Present
Nigel Railton
10/10
6/6
5/5
3/3
Lord Digby Jones Kb.
10/10
6/6
5/5
3/3
Henry Beckwith
10/10
6/6
5/5
3/3
Jonathan Gray
10/10
6/6
5/5
3/3
Tim Haldenby
10/10
6/6
5/5
3/3
Rina Ladva †
1/10 Observer
1/6 Observer
1/5
1/3
1/10 Present
1/6 Present
Attended meeting
Attended as an observer
Absent
† Appointed in the reporting period
GOVERNANCE REPORT
45
7. BOARD PERFORMANCE EVALUATIONS
The Board evaluated its own performance in FY24
through an internally facilitated process. Each Director
was asked to anonymously complete a questionnaire
consisting of 35 questions developed to help identify
areas of effectiveness and good practice, and areas
of the Board’s operation that could be improved. The
questionnaire included open questions regarding
perceived Group strengths and weakness to elicit
qualitative feedback. The Company Secretary collated
the responses, which were then reviewed and discussed
at the Nominations Committee meeting in December
2024. In general, the feedback was that the Board
had operated well given the circumstances of a very
challenging year. Board relationships are felt to be
constructive, with an appropriate level of challenge
and debate at Board meetings. Recognising the
significant management distractions during the year, the
feedback also indicates that although the focus with
management was on specific high-profile risk issues,
there are opportunities to give greater consideration
to ESG principles in its decision making. The Board will
use this feedback to continue to develop and improve
its process during FY25. The Board intends to continue
to conduct an annual performance evaluation process,
with the format of the FY25 process to be discussed and
agreed during the year.
8. CORPORATE CULTURE
The Board prioritises fostering a strong, positive
corporate culture that sets the standard for interactions
among employees, clients, and stakeholders. This culture
is built on values of openness, respect, and ethical
conduct, ensuring that all employees uphold sound
behavioural standards. To reinforce these principles, the
organisation implements a comprehensive mandatory
training programme that covers regulatory compliance,
expected conduct, and ethical practices. Employees
have continuous access to materials through the
intranet, and their conduct is regularly monitored
by the Group’s executive committee, with significant
matters escalated to the Board ensuring oversight and
alignment with the organisation’s cultural goals.
The Board receives direct feedback on the
organisational culture through various mechanisms,
including reports from Executive Directors, employee
engagement surveys, and direct interactions with
staff. These channels enable the Board to remain
informed about the cultural health of the business
and proactively address any areas for improvement.
The emphasis on engagement and ethical behaviour
is essential to maintaining an environment where
employees feel respected and aligned with the Groups
mission and values.
Risk culture plays a critical role in shaping the Group’s
broader corporate culture, reinforcing accountability
and collaboration. Key principles include leadership
setting the “tone from the top”, ensuring that Senior
Management exemplifies the values expected of all
employees. Risk ownership and accountability are
emphasised across all levels, encouraging employees to
take responsibility for their decisions. Diversity of thought
is promoted through effective communication and
constructive challenge, fostering innovation and robust
decision-making. Additionally, fairness in employee
evaluation is integral to maintaining trust, supported by
clear incentives that align with the organisation’s ethical
and cultural standards. This interconnected approach
ensures that a strong cultural foundation underpins both
day-to-day operations and long-term strategic goals.
46
Argentex Group PLC Annual Report 2024
CORPORATE GOVERNANCE REPORT
9. GOVERNANCE STRUCTURE
The Board confirms that its governance structures and
processes are fit for purpose. Roles and responsibilities
of the Board, its Committees, and Directors are
outlined in this Annual Report, along with the details of
Matters reserved for the Board. The Board monitors key
business risks, evaluates the strategic direction of the
Group’s subsidiaries, and assesses their budgets and
performance. Each Committee operates under annually
reviewed Terms of Reference approved by the Board,
which are available on the Group’s website.
Nigel Railton
Non-Executive Chairman
02 April 2025
10. COMMUNICATION
The Group’s approach to maintaining a dialogue with
shareholders and other stakeholders is explained in
Shareholder relations (Principle 2) and our stakeholders
(Principle 3). The Board believes transparency in its
dealings offers a level of comfort to stakeholders and
an understanding that their views will be listened to. All
results announcements, annual reports, regulatory news
announcements and items detailing recent transactions
concerning Directors are made available on the
Group’s website www.argentex.com/investor-relations/
corporate-governance.
BOARD OF DIRECTORS
AUDIT & RISK COMMITEE
The Board has principal responsibility for promoting the long term strategy and success of the Group and
providing strategic leadership.
The Board delegates certain responsibilities to formal Board committees, whilst maintaining an appropriate
level of oversight.
REMUNERATION COMMITEE
NOMINATION COMMITEE
Assists the Board in meeting its
responsibility for overseeing the
integrity of the group’s financial
reporting, risk management and
internal controls.
Monitors the effectiveness and
objectivity of the external auditors.
Sets the Group’s remuneration policy.
Oversees individual compensation
packages for the Executive Directors.
Recommends changes to Board and
Committee composition.
Ensures that the Board comprises
an appropriate balance of skills
and experience to support strategic
objectives of the Group.
Oversees succession planning and
Board recruitment.
GROUP EXECUTIVE COMMITTEE
Supports the Chief Executive officer in the development and implementation of strategy, as well as overseeing the daily
operational issues and compliance matters relating to the Group and its regulated subsidiaries. It agrees operational
decisions that are not otherwise reserved for the Board.
47
47
GOVERNANCE REPORT
48
Argentex Group PLC Annual Report 2024
NOMINATIONS COMMITTEE REPORT
I am pleased to present the Nominations
Committee report for the year ended 31
December 2024.
The Nominations Committee plays a vital role in ensuring
that the Board and its Committees have the right balance of
skills and experience. Attracting and retaining talent within
the Senior Leadership Team is a key priority in addition to
also having oversight of Argentex’s diversity policies.
The Committee identifies and nominates members of the
Board, suggesting Directors to be appointed to each
Board Committee, including the Chairs. This enables the
Board and its Committees to effectively discharge their
duties and responsibilities with the goal of long-term
value creation for Argentex’s stakeholders.
COMMITTEE COMPOSITION
The Nominations Committee is comprised of:
– Lord Digby Jones KB. (Chair)
– Nigel Railton
– Jonathan Gray
– Henry Beckwith
– Tim Haldenby
– Rina Ladva
Biographies for the Committee members can be found
on pages 32-35.
The Committee meets as appropriate, and at least
twice a year. In the last financial year, the Committee
met three times primarily to discuss Board appointments
and review Board effectiveness. More information about
meetings and attendance during the year is in the
Corporate Governance report on pages 38-46. The
CEO and/or CFO are invited to attend these meetings
as appropriate. The Company Secretary acts as the
secretary of the Committee.
KEY RESPONSIBILITIES OF THE COMMITTEE
The full terms of reference for the Committee can be
found on the Company’s website at www.argentex.com/
investor-relations/corporate-governance. The key focus
of the Committee during the period included:
– With the significant changes to the Board in the
year, the Committee reviewed the structure, size
and composition (including the skills, knowledge,
experience and diversity) of the Board and made
recommendations to the Board with regard to the
various changes
– Kept under review the leadership needs of the
organisation, both Executive and Non-executive,
with a view to ensuring the continued ability of
the organisation both to deliver on the strategy of
Argentex, and compete effectively in the marketplace
– Gave consideration to succession planning for
Directors and other Senior Executives, taking into
account the challenges and opportunities facing the
Group, and the skills and expertise needed on the
Board in the future
– Annual internal review of Board effectiveness from
which the Committee could agree proposed actions
in the spirit of continuous improvement
Lord Digby Jones Kb., Chair of the Nominations Committee
Nominations Committee
Report
GOVERNANCE REPORT
49
DIVERSITY
The Board is of the view that incorporating diversity into
recruitments practices supports the Group in achieving
broader perspectives and insights, resulting in improved
and effective discussions and better decision-making
which is critical for a successful Board. It also promotes
the Group’s values of diversity, equality and inclusion
across the business. Accordingly, the Committee looks
to ensure that it approaches succession planning in
a manner that sets the importance of diversity in the
broadest sense, not just when considering gender
or ethnicity, but also experience, skills, professional
background and tenure.
COMPOSITION OF THE BOARD AND ITS COMMITTEES
During the period, the Board underwent changes,
including the appointment of Guy Rudolph as an
Executive Director in July 2024, in his capacity as CFO.
Following the December 2023 Board review, a need was
identified for enhanced skills and expertise in digital
transformation, a critical focus for the Company’s next
phase of development. The Committee determined
that Rina Ladva’s extensive experience in digital
innovation, fostering strategic alliances, integrating
platforms, and creating new business models aligned
closely with the Group’s growth strategy. As a result,
Rina Ladva was appointed to the Board in October
2024 and joined the Audit and Risk, Remuneration, and
Nominations Committees, where her contributions have
been welcomed.
Tim Haldenby replaced Nigel Railton as Chair of the
Audit & Risk Committee (“ARC”) at the end of 2023 and
continues to oversee the Committee. Tim qualified as
a Chartered Management Accountant in 2001 and
has significant experience in finance, strategy and
operational performance management, making him
a clear choice to take over as Chair of the ARC. More
information on Tim’s background and experience can be
found on page 35.
Following Jim Ormonde’s appointment to the Board and
as interim CEO in October 2023, the Board agreed that
Jim become CEO on a permanent basis in May 2024.
With the exception of Henry Beckwith, the Committee
considers all of the Non-Executive Directors to be
independent in accordance with UK corporate
governance requirements and they continue to
show commitment, make effective contributions and
effectively challenge management. Their role has been
particularly important given the leadership changes that
have taken place in the year.
As part of the annual Board evaluation, all members
participated in an assessment of the Board’s
effectiveness, which concluded that the Board operates
effectively and continues to provide strong support to
the executive team. With the broader Board and the
executive team now further strengthened, I will not be
seeking re-election as a Director at the upcoming AGM in
June. I am confident that the Committee has assembled
an experienced and skilled leadership team that is well
positioned to guide and support long-term growth of the
business as the Company progresses with delivering on
the new five-year strategic plan outlined earlier this year
and I will hand over the role of Committee Chair to my
successor, who will be confirmed following due process,
closer to my departure later in 2025.
Lord Digby Jones Kb.
Chair of the Nominations Committee
02 April 2025
50
Argentex Group PLC Annual Report 2024
REMUNERATION COMMITTEE REPORT
I am pleased to present the Remuneration
Report for the year ending 31 December
2024. This report sets out the work of the
Remuneration Committee, the remuneration
policy and the remuneration earned by the
Directors for the year.
The Committee is responsible for determining and
reviewing the Group’s policy on executive remuneration
and other benefits and terms of employment, including
performance related bonuses and share options.
The Committee also determines the operation of the
share option and share incentive schemes established
by the Group, and reviews Senior Management’s
proposals for remuneration policies affecting all staff.
REMUNERATION COMMITTEE
The composition of the Committee changed during the
period as a result of Board changes. As at the date of
this report, the Committee comprises:
– Jonathan Gray (Chair)
– Tim Haldenby
– Nigel Railton
– Rina Ladva – appointed in October 2024
Both Henry Beckwith and Digby Jones attended
meetings of the Committee as observers.
Details on the experience and expertise of the Committee
members is on pages 32-33, 35 of this Annual Report.
The Committee meets as appropriate, and at least twice
a year. Over the past financial year, the Committee
met four times and has met once since the year-end
to review Group bonus proposals in respect of FY24.
Information about meetings and attendance is set out in
the Corporate Governance Report on page 44.
The CEO and CFO are invited to attend these meetings
as appropriate, and the Company Secretary acts as the
secretary of the Committee. None of these individuals are
present when their own remuneration is discussed. The
Committee is authorised to consult external advisers on
remuneration and regulatory issues, when appropriate.
REMUNERATION POLICY
The Committee’s objective is to ensure that remuneration
incentivises and rewards the growth of shareholder value
through full alignment with the Company strategy and
with the interests of shareholders.
The Company policy is to offer competitive remuneration
with the aim of motivating and retaining high quality
Executives to support the achievement of the Group’s
financial and non-financial targets and to pay Executives
fairly.
SALARIES, FEES AND BENEFITS
Salaries and cash bonuses for Executive Directors are
determined by the Remuneration Committee and are
reviewed annually, considering individual and Group
performance over the previous 12 months, external
remuneration data from comparable companies and
advice from an external consultant.
This year, the Committee considered and approved the
remuneration package of the Executive Directors. The
Committee agreed that the CEO would be awarded a
basic salary of £400,000 per year reflecting a pay rise
of £25,000 effective from 1 May 2024. The Committee
agreed that the basic salary for the role of CFO would
remain unchanged at £270,000 per year.
Jonathan Gray, Chair of the Remuneration Committee
Remuneration Committee
Report
GOVERNANCE REPORT
51
The Executive Directors receive private medical
insurance and are eligible to participate in such
life assurance and permanent health insurance as
maintained by the Company. To assist the Executive
Directors in providing for retirement where considered
an aid in attracting the right individual, an employer
contribution of 10% of base salary is made into either the
Company pension scheme, the Executive’s personal SIPP
scheme or directly to the Executive via payroll.
Fees for Non-Executive Directors are determined by the
Board, having regard to fees paid to Non-Executive
Directors in other UK quoted companies of a similar
scale, the time commitment, and responsibilities of the
role. The Non-Executive Directors’ fees are subject to
the aggregate limit set out in the Company’s Articles
of Association. There were no fee increases for Non-
Executive Directors during the year.
No options are held by the Non-Executive Directors.
Individuals cannot vote on their own remuneration.
ANNUAL BONUS
The Company operates an annual discretionary bonus
plan under which Executive Directors may receive
a bonus based primarily on group financial and
operational performance in the year.
This has been a year of transformation for the Group.
Consequently, the Remuneration Committee has
determined to award the Executive Directors as set
out below.
LONG-TERM INCENTIVE PLANS
During the year, the Committee reviewed the Argentex
Group Value Creation Plan and concluded that it no
longer aligned with the interests of employees and
shareholders. As a result, the Group lapsed all awards
under the Plan in October 2024 and the Plan was
cancelled. All employees that had retained their share
options under the Company’s original share option plan
(“CSOP”) have left the business and surrendered their
share options. Accordingly, the CSOP has also been
cancelled. The Remuneration Committee will look to
put in place a more appropriate long-term incentive
scheme moving forward to better align employees with
the interests of shareholders and the strategic objectives
of the Group.
Non-Executive Directors continue to be excluded from
share-based rewards and any other incentives but
are entitled to hold shares. At the date of writing all
Non-Executive Directors apart from Rina Ladva and
Jeff Parker are shareholders.
SERVICE CONTRACTS
The general principle is that all Executive Directors will
have a rolling contract of employment with mutual
notice periods of at least six months. The table below
provides details of the service contracts of the Executive
Directors as at 31 December 2024.
Non-Executive Directors are appointed under a letter
of appointment with the Argentex Group PLC. Subject
to their re-election by shareholders, the initial term of
appointment for each Non-Executive Director is three
years. Non-Executive appointments are subject to
notice of three months by either Company or individual.
The Non-Executive Directors’ fees are determined by
the Board, subject to the aggregate limit set out in the
Company’s Articles of Association.
1Jim Ormonde was appointed as permanent CEO on 1 May 2024, prior to
this date he was appointed a Board member in his capacity as Interim
CEO under a consultancy agreement.
Jim Ormonde1
Guy Rudolph
Date of Appointment
1 May 2024
9 July 2024
Nature of Contract
Rolling
Rolling
Notice period
6 months
6 months
Next re-election
June 2025
June 2025
52
Argentex Group PLC Annual Report 2024
REMUNERATION COMMITTEE REPORT
DIRECTORS’ REMUNERATION
The tables below summarise the gross aggregate
remuneration of the Directors who served during the
year to 31 December 2024 compared to the same
12-month period in 2023.
1.
Jim Ormonde made permanent CEO on 1 May 2024 with a basic salary of £400,000. Prior to this date Mr Ormonde acted as Interim CEO with an
annual consultant fee of £375,000. Reported numbers cover amounts accrued pro rata in the period. Mr Ormonde was paid a contractual bonus of
£250,000 for the six-month period of November 2023 to April 2024. A pro rata amount of £166,667 has been included in addition to a performance
related bonus of £373,000 in respect of year to December 2024 figure.
2.
Guy Rudolph was appointed as permanent CFO and Executive Director on 9 July 2024 with an annual basic salary of £270,000. Reported numbers
cover the amount accrued from 01 July 2024 to 31 December 2024. Mr Rudolph was paid a contractual bonus of £60,000 for the period of 1 July 2024
to 31 December 2024. This amount has been included in addition to a performance related bonus of £150,000 in respect of year to December 2024.
3
Rina Ladva was appointed as an Independent Non-Executive Director on 1 October 2024 with a basic annual fee of £55,000. Reported numbers cover
the amount paid pro-rata from the date of the appointment to 31 December 2024.
31 December 2024
Basic salary /
Fees / Fixed
profit shares
Benefits
(inc Pension &
healthcare)
Performance related
bonus in respect of year
to 31 December 2024
Other amounts
(travel allowance)
2024 Total
£
£
£
£
£
Executive
Directors
Jim Ormonde 1
391,667
28,472
539,666
96,790
1,056,595
Guy Rudolph 2
135,000
15,137
210,000
360,137
Non-Executive
Directors
Nigel Railton
150,000
-
150,000
Lord Digby Jones
75,000
-
75,000
Henry Beckwith
55,000
-
55,000
Jonathan Gray
70,000
-
70,000
Tim Haldenby
55,000
-
55,000
Rina Ladva 3
13,750
-
13,750
GOVERNANCE REPORT
53
1. Jim Ormonde was appointed as Interim CEO with effect from 26 October 2023 with an annual consultant fee of £375,000. Reported numbers cover the
amount paid pro rata from the date of appointment to 31 December 2023.
2. Harry Adams basic salary was increased from £350,000 to £375,000 with effect from 1 July 2023. Harry Adams then stepped down as a Director on 26
October 2023. Reported numbers cover the amounts paid pro rata up to and including this date.
3. Jo Stent resigned as a Director on 8 November 2023 and has received her basic salary due up until 31 December 2023.
4. Nigel Railton was appointed as Chairman with effect from 1 September 2023, with a fee of £150,000. Prior to this date Mr Railton served as the Senior
Independent Non-Executive Director and Audit & Risk Committee Chair with a fee of £55,000. Reported numbers cover the amounts paid pro rata in
the period.
5. Jonathan Gray was appointed Senior Independent Non-Executive Director with effect from 1 September 2023 with an annual fee of £70,000. Prior
to this date Mr Gray served as an Independent Non-Executive Director and Chair of the Remuneration Committee with an annual fee of £55,000.
Reported numbers cover the amounts paid pro rata in the period.
6. Tim Haldenby was appointed as an Independent Non-Executive Director on 15 November 2023 with an annual fee of £55,000. Reported numbers cover
the amount paid pro rata from the date of the appointment to 31 December 2023.
7. Lena Wilson resigned as Director on 28 February 2023. Reported numbers include amounts paid pro rata from 1 January 2023 until 31 March 2023.
*Report now reflects amounts accrued within the period. As such the associated figure has been restated.
31 December 2023
Basic salary / Fees /
Fixed profit shares
Performance related
bonus in respect of year
to 31 December 2023
Other amounts
2023 Total
£
£
£
£
Executive Directors
Jim Ormonde 1
69,166
83,333.33 *
-
69,166
Harry Adams 2
300,000
0
-
300,000
Jo Stent 3
270,000
0
-
270,000
Non-Executive Directors
Nigel Railton 4
86,667
-
-
86,667
Lord Digby Jones
75,000
-
-
75,000
Henry Beckwith
55,000
-
-
55,000
Jonathan Gray 5
60,000
-
-
60,000
Tim Haldenby 6
7,122
-
-
7,122
Dr Lena Wilson 7
13,750
-
-
13,750
54
Argentex Group PLC Annual Report 2024
REMUNERATION COMMITTEE REPORT
AGM
Our Remuneration Report for the period ended
December 2023 was put to an advisory resolution at our
AGM on 19 June 2024 and was supported by 99.63% of
votes cast.
PAYMENTS FOR LOSS OF OFFICE
Payment for loss of office was made to Joanne Stent in
the amount of £130,000.
DIRECTORS’ SHARE INTERESTS
This table summarises the interests in the ordinary shares
of the Company of the Directors and Non-Executive
Directors who served in the period.
Jonathan Gray
Chair of the Remuneration Committee
02 April 2025
Directors’ share interests
Number of ordinary shares held in the
Company at 31 December 2024
Number of ordinary shares held in the
Company at 31 December 2023
Executive Directors
Jim Ormonde
176,046
64,935
Guy Rudolph
60,021
-
Non-Executive Directors
Nigel Railton
1,279,430
179,815
Lord Digby Jones
456,673
434,451
Henry Beckwith
7,675,247
7,675,247
Jonthan Gray
100,000
75,000
Tim Haldenby
22,222
-
Rina Ladva
-
-
55
55
GOVERNANCE REPORT
56
Argentex Group PLC Annual Report 2024
AUDIT & RISK COMMITTEE REPORT
On behalf of the Board, I am pleased to
present the Audit & Risk Committee (“ARC”)
report for the year ended 31 December 2024.
The ARC’s key objectives continue to be ensuring that
shareholder interests are protected and that the Group’s
long-term strategy is supported. The ARC achieves
this by monitoring the integrity of the Group’s financial
statements, reviewing significant financial reporting
issues, reviewing the effectiveness of the Group’s internal
control and risk management systems and overseeing
the relationship with the external auditors (including
advising on their appointment, agreeing the scope of
the audit and reviewing the audit findings).
The composition of the Committee changed during the
period as a result of Board changes. As at the date of
this report, the Committee comprises:
– Tim Haldenby (Chair)
– Nigel Railton
– Jonathan Gray
– Rina Ladva
Both Henry Beckwith and Digby Jones attended
meetings of the Committee as observers.
Members of the executive team are invited to attend
Committee meetings and other members of the Senior
Management Team are invited to attend when required.
The Committee met six times in the period, and also held
meetings with the Group’s external Auditors, Deloitte LLP.
The Committee meets with the external auditor following
the finalisation of the Annual Report and Accounts
independently of management to discuss any issues
arising from the audit. The Chair of the ARC consults with
all Committee members prior to the meeting to ensure
all matters arising are raised and discussed openly.
The full Terms of Reference for the Committee comply
with the UK’s QCA Corporate Governance Code and are
available on the Group’s website www.argentex.com/
investor-relations/corporate-governance or from the
Company Secretary at the registered office address.
The main duties the Committee carried out during the
period included:
– Reviewing and monitoring the integrity of the Group’s
interim financial statements published in September
2024
– Review of the 2024 external audit plan and audit
engagement letter
– Reviewing the effectiveness of the external audit
process for FY24
– Review of the outsourced independent internal audit
function that became operational in 2024
– Consideration of significant financial reporting
judgements and how they were addressed in the
financial statements
– Monitoring the integrity of the financial statements of
the Group and Annual Report for FY24
– Going Concern Review supporting the FY24 financial
statements
– Considering the external audit report and
management representation letter
– Review of the evolving risk management and internal
control systems
– Review of the Group’s ICARA and risk framework
– Consideration of regulatory developments and their
impact
Tim Haldenby, Chair of the Audit & Risk Committee
Audit & Risk Committee
Report
GOVERNANCE REPORT
57
In performing this work, the Committee has given
consideration to the following:
– The comprehensive control framework over the
production of the Group’s financial statements
– The consistency of, and any changes to, accounting
policies both on a period-on-period basis and across
the Company and Group
– Whether the Group has followed appropriate
accounting standards and made appropriate
estimates and judgments, taking into account the
views of the external auditor
– Appropriate structures for the comprehensive
monitoring and oversight of operational and
enterprise risk
– All material information presented with the financial
statements, such as the business review / operating
and financial review and the corporate governance
statement (insofar as it related to the audit and risk
management)
SIGNIFICANT ISSUES
KEY JUDGEMENTS AND ESTIMATES
As part of monitoring the integrity of the financial
statements, accounting judgements identified by the
finance team and the external auditor are reviewed
by the Committee. Key judgements and estimates
considered by the Committee for the year ended 31
December 2024 are as follows:
– Credit Valuation Adjustment (“CVA”)
The Committee reviewed Management’s
methodology adopted in the calculation of the
group’s CVA which remains largely unchanged from
prior year.
– Capitalisation of Costs to Intangible Assets
The Committee considered the extent to which costs
should be capitalised to intangible assets which is a key
accounting judgement. The Group capitalise costs as
intangible assets if they have a value that will benefit
the performance of the Group over future periods
– Going Concern
The Committee reviewed the key assumptions in
Management’s going concern assessment including
downside scenarios and concluded that it was
appropriate to prepare the financial statements on
the going concern basis.
RISK MANAGEMENT AND INTERNAL CONTROLS
The Committee has responsibility for assisting the Board
in maintaining an effective internal control environment
and risk management systems. These are set out on
pages 22-28. In order to discharge its responsibilities, it
receives reports on the Group’s compliance and internal
control procedures and systems for managing risks
along with the regulatory environment which governs it.
The Group’s Chief Compliance & Risk Officer provides
a regular report to the Committee on the controls
framework, along with any testing and monitoring
outcomes, carried out by the Compliance function. This
also covers a regulatory update on upcoming regulatory
changes and the impact of changes implemented during
the year, a summary of other compliance issues.
The Group’s Compliance & Risk Oversight Committee
(“CROC”), which operates at a management level, reports
directly to the ARC on a quarterly basis. The objective of
the CROC is to assist in the oversight of the effectiveness
of the enterprise-wide risk management framework.
The Committee achieves this through a strategy of
identification and review of key group risks with relevant
mitigation measures implemented where appropriate.
The Group’s internal control systems are designed to
manage risk rather than eliminate it entirely, providing
reasonable but not absolute assurance against
material misstatement or loss. The Group’s financial
control framework includes a strong governance and
reporting structure, well-defined levels of delegated
authority, and controls over key operational, regulatory
compliance, and financial processes.
58
Argentex Group PLC Annual Report 2024
AUDIT & RISK COMMITTEE REPORT
The daily oversight of risk is managed and co-ordinated
by the Compliance & Risk Officer and the Head of Risk. The
Committee approved the Risk Appetite Statements, the
Risk Management Framework and the Risk Register during
the period. Principal risks are set out on pages 24-27 in the
Strategic Report.
WHISTLEBLOWING, ANTI-BRIBERY
AND FRAUD PREVENTION
The Committee reviewed the Group’s whistleblowing policy,
which sets out the formal process by which an employee of
the Group may raise concerns about possible improprieties
or suspected wrongdoing in the financial reporting or any
other Group related matters. This includes an independent
third-party hotline that allows employees to report
concerns anonymously and confidentially. The Committee
considers that the current policy is operating effectively.
The Group has policies and processes in place to combat
the risk of fraud, and clear zero tolerance policies on
bribery and corruption. All employees receive regular
training and testing on these areas and the Committee
consider that the processes are operating effectively.
EXTERNAL AUDITOR
The Board has delegated authority to the Committee to
oversee the relationship with the External Auditor. Deloitte
LLP was appointed as the Group’s External Auditor in 2021
and was re-appointed at the Group’s AGM on 19 June
2024. The ARC monitors the relationship to ensure that
auditor independence and objectivity are maintained.
The audit scope, approach, materiality and areas of focus
are agreed in advance of the audit to align expectations
and timeframes.
The Committee holds private sessions with Deloitte without
management present to discuss feedback from the audit.
If Deloitte has any concerns about access to information,
or the information received during the audit, it is reported
to the Committee. The Committee Chair also meets with
the audit partner privately and he is authorised to contact
the Committee Chair at any time if he wishes to raise any
matters of concern.
The Committee ensures that the External Auditor has
challenged management and received the access
it required to conduct an effective audit, and in a
timely manner.
EXTERNAL AUDITOR EFFECTIVENESS
The Committee has not raised any concerns about the
effectiveness of the Auditor and as such, the Board will
put forward a resolution to reappoint Deloitte as the
Group’s External Auditor at the forthcoming AGM.
POLICY ON AUDIT ROTATION
The Committee will ensure that at least once every 10
years the audit services contract is put out to tender
to enable the Committee to compare the quality and
effectiveness of the services provided by the incumbent
auditor with those of other audit firms.
EXTERNAL AUDITOR INDEPENDENCE AND
OBJECTIVITY
Any non-audit services provided must be in accordance
with the Group’s Non-Audit Services Policy. Before any
service is provided, the Committee will ensure that there
is no issue in regard to independence and objectivity
and that other potential providers are adequately
considered. The External Auditor may only provide
such services if the service does not conflict with their
statutory responsibilities and ethical guidance.
Consideration is given to whether the skills and
experience make the External Auditor the most suitable
supplier of the non-audit service when reviewing requests
for permitted non-audit services, taking into account
independence or objectivity, and the fee to be incurred
for non-audit services, both for individual non-audit
services and in aggregate, relative to the Group audit fee.
The breakdown of fees between audit and non-audit
functions is provided in note 7 of the financial statements.
INTERNAL AUDIT
The Group operates an outsourced internal audit
function delivered by BDO LLP.
Internal Audit finding reports are shared with the
relevant Executive Committee Members. The Executive
Committee member is also responsible for ensuring the
timely implementation of any report recommendations
and subsequent actions resulting from the audit.
GOVERNANCE REPORT
59
Committee for review and discussion and any actions
arising are monitored by the Committee.
The Committee approved the Internal Audit Plan for
2024 and monitored its progress at each meeting. The
internal audit function completed 4 internal control
reviews during the period, these were focused on:
– Cyber Risk – reviewing the governance policy and
process framework in relation to the identification
and management of cyber risks and assessed the
design and implementation of the cyber framework,
processes and controls over the Argentex system
landscape
– IFPR Regulatory Reporting – review of the IFPR
regulatory reporting framework including key returns
– Credit Risk - evaluation of the design and operating
effectiveness of credit arrangements
– Operational Resilience – in depth review of
operational resilience controls in place within the
Group to ensure compliance with new operational
resilience regulation and included a coverage of
the business continuity plan and disaster recovery
capability
The fieldwork for the following core reviews have been
completed with final reports to be presented to the
Committee in Q1 of 2025:
– Enterprise Risk Management - a review of the design
and operating effectiveness of the risk management
arrangements and an assessment of overall risk
management process, including risk reporting,
escalation and risk methodology
– Operational Resilience and Business Continuity Plan/
Disaster Recovery – a review of the operational
resilience controls in place within Argentex to assess
compliance with the new operational resilience
regulation including coverage of the business
continuity plan and disaster recovery capability
Reports outlining findings on risk management systems
and controls in these areas and agreed remediation
actions needed to address gaps are shared with the
relevant Executive Committee member following each
internal audit. Executive Committee members and
other Senior Leaders retain accountability for timely
completion of remediation actions. Summaries of the
latest finding reports, and the results of monitoring
action closure are shared with all Committee members in
quarterly meetings.
The reviews in the coming year will be in respect of data
management, cyber security, the processes and controls
surrounding corporate sales & deals, institutional sales &
deals and structured solutions, risk management culture
and operations & settlements processes.
As a result of the work performed, the Committee has
concluded that the Annual Report for the period ended
31 December 2024, taken as a whole, is fair, balanced
and understandable and provides the information
necessary for users to understand Argentex’s business
model and strategy, and has reported on these findings
to the Board.
Tim Haldenby
Chair of the Audit & Risk Committee
02 April 2025
“The ARC’s key
objectives continue
to be ensuring that
shareholder interests
are protected and
that the Company’s
long-term strategy is
supported.”
60
Argentex Group PLC Annual Report 2024
DIRECTORS’ REPORT
The Directors present their Annual Report,
including reports from the Board Committees,
and the audited Consolidated Financial
Statements for Argentex Group PLC for the
year ended 31 December 2024.
PARENT COMPANY
For the purpose of this report, the “Company” means
Argentex Group PLC, a public limited company
incorporated in England and Wales with registered
number 11965856 and with registered office of 25 Argyll
Street, London, W1F 7TU.
References to “Argentex” and the “Group” mean the
Company and its subsidiaries. The Company acts as
the holding company for the Group and details of its
subsidiary undertakings can be found in note 2.4.
STATUTORY INFORMATION CONTAINED
ELSEWHERE IN THE ANNUAL REPORT
Additional information that is incorporated by reference
into this Directors’ Report is located elsewhere in this
Annual Report as indicated below.
– Strategic Report – pages 02-31
– Corporate Governance Report – pages 38-46
– Remuneration Committee Report – pages 50-54
– Related party transactions – page 104
– Events after the reporting date – page 104
FINANCIAL RESULTS AND DIVIDENDS
The Group’s loss before taxation for the year was £1.0m
(FY23: £7.3m). More information about the Group’s financial
performance can be found in the CFO’s Review on pages
17-21 and in the financial statements on pages 74-110.
The Group is focused on transforming the business and
investing for growth and, as such, the Board decided
not to declare an interim or final dividend for FY24.
In the prior year, the group declared and paid an
interim dividend for FY23 of £0.9m. The Board remains
committed to returning excess cash to shareholders and
will regularly review the dividend policy as the Group
continues to deliver its growth agenda.
POST BALANCE SHEET EVENTS
There were no material events to report on that occurred
between 31 December 2024 and the date at which the
Directors signed the Annual Report.
DIRECTORS
Directors of the Company who held office for the year
ended 31 December 2024 (unless otherwise stated) are:
– Nigel Railton
– Jonathan Gray
– Henry Beckwith
– Lord Digby Jones Kb.
– Jim Ormonde
– Tim Haldenby
– Guy Rudolph (appointed 9 July 2024)
– Rina Ladva (appointed 1 October 2024)
Biographies of the current Directors, including their Committee
memberships, are set out on pages 32-35.
Jeff Parker was appointed as a Non-Executive Director on
01 April 2025.
DIRECTORS’ INTERESTS
The remuneration, principal terms of employment and
the interests of the Directors in the Company’s shares are
detailed in the Remuneration Committee Report on pages
50-54. During the year, no Director had a material interest in
a contract to which the Company or any of its subsidiaries
was a party (other than their own service contract) requiring
disclosure under the Companies Act 2006. There are
procedures in place to deal with any Directors’ conflicts of
Directors’ Report
GOVERNANCE REPORT
61
interest arising under section 175 of the Companies Act 2006
and such procedures have operated effectively.
DIRECTORS’ INDEMNITY
During the year and up to the date of this Annual
Report, Directors’ and Officers’ Liability Insurance was
maintained by the Group for all Directors and Officers
of the Company and the Group as permitted by the
Companies Act 2006.
To the extent permitted by law and in accordance with
its Articles of Association, the Company indemnifies its
Directors and Officers of the Company in respect of
any loss, liability or expense they incur in relation to the
Company or any associated company of the Company.
SHARE CAPITAL
The issued share capital of the Company comprises
of 120,429,055 ordinary shares of £0.0001 each. Details
of the issued share capital of the Company and
changes during the year are set out in note 20 of the
financial statements. Each ordinary share carries one
vote at general meetings of the Company. There are
no restrictions on the transfer of ordinary shares other
than restrictions that may from time to time be imposed
by law. The Company is not aware of any agreements
between shareholders that may restrict transfer of
securities or voting rights.
The Company was authorised at the 2024 AGM to
purchase up to 11,320,754 of its own ordinary shares.
This authority expires on the earlier of the conclusion
of the next AGM and 30 June 2025. It is the Directors’
intention to seek renewal of this authority via special
resolution at the 2025 AGM, details of which can be
found within the Notice of AGM.
SUBSTANTIAL SHAREHOLDINGS
As at 31 December 2024, the Company had been
notified of the following interests representing 3% or more
of its issued share capital:
Shareholder
Number of shares
Percentage of issued share capital
Pacific Investments Management Limited
30,868,916
25.63
Gresham House
15,627,367
12.98
Hargreaves Lansdown Asset Management
8,264,114
6.86
Mr Harry Adams
7,022,790
5.83
Mr Andrew Egan
6,193,418
5.14
Harwood Capital
6,003,980
4.99
Interactive Brokers
5,893,617
4.89
JM Finn & Co
5,556,014
4.61
AJ Bell Securities
4,427,165
3.68
Interactive Investor
3,762,058
3.12
62
Argentex Group PLC Annual Report 2024
DIRECTORS’ REPORT
POLITICAL DONATIONS
The Group has not made any political donations and does not
intend to in the future.
EMPLOYEE ENGAGEMENT
The Group’s employment policies are based on a
commitment to equal opportunities from the selection and
recruitment processes, through to training, development,
appraisal and promotion. The Group encourages employee
involvement and consultation and endeavours to keep
employees informed of the Group’s activities based and
financial performance by such means as quarterly town hall
meetings. Information on the Group’s workforce policies and
employee engagement, including incentivisation, can be
found in the Strategic Report on pages 02-31 and in the
Remuneration Committee Report on pages 50-54.
RELATED PARTY TRANSACTIONS
There are no related party transactions required to be
disclosed under the AIM rules.
GOING CONCERN
The Directors have a reasonable expectation that the
Group has adequate resources to continue in operational
existence for the foreseeable future. For this reason, they
continue to adopt the going concern basis in preparing
the financial statements. Further detail on going concern
is set out in note 2.3 to the financial statements.
STAKEHOLDER ENGAGEMENT
Engagement with our stakeholders is fundamental to
our ethos. The Board is regularly updated on wider
stakeholder engagement with customers, suppliers and
shareholders’ insights into the issues that matter most to
them and our business. The Section 172(1) Statement and
People & Culture section on pages 10-11 and 30-31
provide a comprehensive overview of the Group’s
commitment to stakeholder engagement.
ENERGY AND CARBON EMISSIONS REPORTING
Details of the Group’s emissions are set out on page 14
of the Strategic Report and are incorporated into this
Directors’ Report by reference.
FINANCIAL INSTRUMENTS AND RISK
The financial instruments and their associated risks are set
out in note 23 of the Consolidated Financial Statements.
RESEARCH AND DEVELOPMENT
The Company has a continuous programme of
development expenditure as part of its focus on evolving
its service offering through technological innovation.
Capitalised internal development expenditure is
disclosed in note 13 of the Consolidated Financial
Statements. All other development expenditure is
recognised in the Statement of Comprehensive Income.
DIRECTORS’ STATEMENT AS TO DISCLOSURE OF
INFORMATION TO THE AUDITOR
All the Directors who were members of the Board at
the time of approving the Directors’ Report have each
taken all the steps they might reasonably be expected
to have taken to make themselves aware of any relevant
audit information and to establish that the auditor is
aware of that information. To the best of each Director’s
knowledge and belief, there is no relevant audit
information of which the Company’s auditor is unaware.
AUDITOR
Deloitte has confirmed its willingness to continue in office as
auditor in accordance with section 489 of the Companies Act
2006. The Group is satisfied that Deloitte are independent and
there are adequate safeguards in place to safeguard their
objectivity. A resolution to reappoint Deloitte as the Company’s
auditor will be proposed at the AGM on 11 June 2025.
ANNUAL GENERAL MEETING
The AGM will take place on 11 June 2025 at 11:00am at
Gowling WLG 4 More Riverside, London, SE1 2AU.
The Notice of the AGM and the ordinary and special
resolutions to be put to the meeting are included at the
end of this Annual Report.
GOVERNANCE REPORT
63
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the Annual
Report and the financial statements in accordance with
applicable law and regulations. Company law requires
the Directors to prepare financial statements for each
financial year. Under that law, the Directors are required
to prepare the Group financial statements in accordance
with international accounting standards in conformity with
the requirements of the Companies Act 2006. The Directors
have also chosen to prepare the parent company financial
statements in accordance with Financial Reporting
Standard 101 Reduced Disclosure Framework. Under
company law, the Directors must not approve the financial
statements unless they are satisfied that they give a true
and fair view of the state of affairs of the Company and of
the profit or loss of the Company for that period.
In preparing the parent company financial statements, the
Directors are required to:
– Select suitable accounting policies and then apply them
consistently
– Make judgements and accounting estimates that are
reasonable and prudent
– State whether Financial Reporting Standard 101 Reduced
Disclosure Framework has been followed, subject to
any material departures disclosed and explained in the
financial statements
– Prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
company will continue in business
In preparing the Group financial statements, International
Accounting Standard 1 requires that Directors:
– Properly select and apply accounting policies
– Present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information
– Provide additional disclosures when compliance with the
specific requirements in IFRS Standards are insufficient
to enable users to understand the impact of particular
transactions, other events and conditions on the entity’s
financial position and financial performance
– Make an assessment of the Company’s ability to
continue as a going concern
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company
and enable them to ensure that the financial statements
comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities. The
Directors are responsible for the maintenance and integrity
of the corporate and financial information included on
the Company’s website. Legislation in the United Kingdom
governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors confirm that to the best of their knowledge:
– The financial statements, prepared in accordance with
the relevant financial reporting framework, give a true
and fair view of the assets, liabilities, financial position
and profit or loss of the Company and the undertakings
included in the consolidation taken as a whole
– The Strategic Report includes a fair review of the
development and performance of the business and the
position of the Company, and the undertakings included
in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that
they face
– The Annual Report and financial statements, taken as
a whole, are fair, balanced and understandable and
provide the information necessary for shareholders to
assess the Company’s position, performance, business
model and strategy
WEBSITE PUBLICATION
The Directors are responsible for ensuring the Annual
Report and the financial statements are available
on the Company’s website. Financial statements are
published in accordance with legislation in the United
Kingdom governing the preparation and dissemination of
financial statements, which may vary from legislation in
other jurisdictions. The maintenance and integrity of the
Company’s website is the responsibility of the Directors. The
Directors’ responsibility also includes the ongoing integrity
of the financial statements contained therein.
On behalf the Board
Guy Rudolph
Chief Financial Officer
02 April 2025
64
Argentex Group PLC Annual Report 2024
INDEPENDENT AUDITOR’S REPORT
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
1. Opinion
In our opinion:
–
the financial statements of Argentex Group Plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) give a
true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2024 and of
the Group’s loss for the year then ended;
–
the Group financial statements have been properly prepared in accordance with United Kingdom adopted
international accounting standards;
–
the Parent Company financial statements have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice, including Financial Reporting Standard 101 “Reduced Disclosure
Framework; and
–
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
–
the Consolidated Statement of Profit or Loss and Other Comprehensive Income;
–
the Consolidated and Parent Company Statements of Financial Position;
–
the Consolidated and Parent Company Statements of Changes in Equity;
–
the Consolidated Statement of Cash Flows;
–
the related consolidated notes 1 to 28;
–
the related Parent Company notes 1 to 11.
The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable
law, and United Kingdom adopted international accounting standards. The financial reporting framework that has been
applied in the preparation of the Parent Company financial statements is applicable law and United Kingdom Accounting
Standards, including FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).
2. Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the
financial statements section of our report.
We are independent of the Group and the Parent Company in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’)
Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance
with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independent
Auditor’s Report
GOVERNANCE REPORT
65
Key audit matters
The key audit matters that we identified in the current year were:
– Accuracy of revenue recognition from structured solutions; and
– Going concern.
Within this report, key audit matters are identified as follows:
– Newly identified
– Increased level of risk
– Similar level of risk
– Decreased level of risk
Materiality
The materiality that we used for the Group financial statements was £1,004,000
which was determined on the basis of 2% of revenue for the year to 31 December
2024, a benchmark consistent with the prior period.
Scoping
Our audit was scoped by obtaining an understanding of the Group and its
environment, key processes and controls over financial reporting, and assessing risks
of material misstatement at a Group level. Our audit scope covers 99% of the Group’s
revenue, 95% of the Group’s profit before tax and 99% of the Group’s total assets.
Significant changes in our
approach
Revenue recognition from spot and forward contracts is no longer deemed to be
a key audit matter in the period following an update to risk assessment, where
limited errors have been identified historically. Revenue recognition from structured
solutions remains a key audit matter.
3. Summary of our audit approach
4. Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the Group’s and Parent Company’s ability to continue to adopt the
going concern basis of accounting is discussed in section 5.2.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the Group’s and Parent Company’s ability
to continue as a going concern for a period of at least twelve months from when the financial statements are
authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
66
Argentex Group PLC Annual Report 2024
INDEPENDENT AUDITOR’S REPORT
5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the
overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
5.1. Accuracy of revenue recognition from structured solutions
Key audit matter description
Revenue is generated by the Group through the brokering of foreign exchange
currency contracts for immediate (“spot”) and future delivery (“forward”) and foreign
currency structured solutions (“options”). Revenue totalled £50.3m for the year to
31 December 2024 (2023: £49.9m), as described in note 5. Of this, revenue of £9.2m
was derived from options (2023:£7.0m)
Revenue is a key performance indicator of the Group and a key focus of investors,
analysts and management. Additionally, the process of recording options revenue
on the trading system and the manual extraction of this data from the trading
system also provides opportunity for revenue to be recorded inaccurately, either
due to fraud or error.
Therefore, we have identified a key audit matter in relation to the accuracy of
options revenue recognised by the Group.
How the scope of our audit
responded to the key audit
matter
We performed the following audit procedures:
–
Obtained an understanding of the relevant controls over the revenue
recognition process;
–
Assessed the Group’s revenue recognition policy against the requirements of
IFRS 9 Financial Instruments;
–
For a sample of option contracts, tested the accuracy of revenue by:
–
recalculating the profits arising from trades with reference to supporting
documentation from broker confirmations, customer agreements and bank
statements;
–
where the contract had completed in the period, tracing the revenue
recorded to bank statements; and
–
where the contract was open at the period end, assessing whether the
transaction was appropriately recorded as a derivative financial asset or
liability.
Key observations
Based on the work performed we are satisfied that revenue recorded is materially
accurate.
GOVERNANCE REPORT
67
Key audit matter description
In the Directors’ Report on page 62 and in note 2.3 of the financial statements, the
Directors provide their going concern assessment and conclude that the Group should
adopt the going concern basis of accounting in preparing the financial statements.
In accordance with IAS 1, Presentation of Financial Statements, financial statements
should be prepared on a going concern basis unless management intends either
to liquidate the entity or to cease trading, or has no realistic alternative but to
do so. When making its assessment of the entity’s ability to continue as a going
concern, if the Directors are aware of material uncertainties related to events or
conditions that may cast significant doubt upon the entity’s ability to do so, those
uncertainties should be disclosed.
Whilst the level of judgement required by the Directors is not as significant as the
prior period as revenue and cash generation remained stable in 2024 and revenue
outperformed forecasts, a loss before tax was recorded for the year.
We therefore continue to identify that judgement is required by the Directors when
performing their assessment that the Group has adequate resources to continue
in operational existence over a period covering at least 12 months from the date of
approving the financial statements.
How the scope of our audit
responded to the key audit
matter
We performed the following audit procedures:
–
Obtained an understanding of the relevant controls over the budgeting
and forecasting process;
–
Obtained an understanding of the basis for key assumptions and judgements
made by the Directors in preparing the going concern assessment;
–
Assessed financial projections and evaluated key assumptions including
those on revenue and future costs;
–
Challenged the likelihood of the Directors’ stressed scenarios as described
in note 2.3 with reference to the Group’s historic performance, external
market data and consideration of contradictory evidence;
–
Assessed the impact of these scenarios by evaluating the mathematical
accuracy of the calculations;
–
Challenged the plausibility of the Directors’ proposed actions in the above
scenarios with reference to historic responses to significant increases in
volatility and consideration of contradictory evidence;
–
Reviewed correspondence with regulators to understand the group’s capital
and liquidity requirements;
–
Working with our internal regulatory specialists, challenged the capital and
liquidity forecasts under the base and stressed scenarios to determine the
impact on the Group’s regulatory position;
–
Assessed the historical accuracy of forecasts prepared by the Group to
assess their ability to forecast accurately; and
–
Assessed the appropriateness of the disclosures made in the financial
statements in view of the requirements of IFRSs.
Key observations
Based on the work we have performed, including the assessment of revenue and
cost projections, we concur with the Directors’ assessment that the group is a
going concern and consider that the disclosures in note 2.3 are appropriate.
5.2. Going concern
68
Argentex Group PLC Annual Report 2024
INDEPENDENT AUDITOR’S REPORT
6. Our application of materiality
6.1. Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable
that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use
materiality both in planning the scope of our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
6.2. Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate,
uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole.
Group financial statements
Parent Company financial statements
Materiality
£1,004,000 (2023: £993,000)
£339,784 (2023: £322,725)
Basis for determining
materiality
2% of revenue for the year to 31 December
2024 (2023: 2% of revenue).
Parent Company materiality equates to 1% of
net assets (2023: 1% of net assets).
Rationale for the
benchmark applied
We determined that revenue was an
appropriate benchmark for materiality given
its importance to investors and users of the
financial statements.
The Parent Company is not profit driven. The
balance sheet is the key measure of financial
health that is important to shareholders since
the primary concern for the Parent Company
is the receipt and payment of dividends.
Group financial statements
Parent Company financial statements
Performance
materiality
65% (2023: 65%) of Group materiality
65% (2023: 65%) of Company materiality
Basis and rationale
for determining
performance
materiality
In determining performance materiality, we considered the following factors:
– The quality of the control environment;
– The uncertain economic environment; and
– The level of corrected and uncorrected misstatements identified in the prior year audit.
Group materiality £1,040k
Revenue
Group Materiality
Component materiality
range £339k to £645k
Audit and Risk Committee
reporting threshold £51k
Revenue £50,300k
GOVERNANCE REPORT
69
6.3 Error reporting threshold
We agreed with the Audit and Risk Committee that we would report to the Committee all audit differences
in excess of £51,000 (2023: £50,000), as well as differences below that threshold that, in our view, warranted
reporting on qualitative grounds. We also report to the Audit and Risk Committee on disclosure matters that we
identified when assessing the overall presentation of the financial statements.
7. An overview of the scope of our audit
7.1 Identification and scoping of components
Our audit was scoped by obtaining an understanding of the Group and its environment, key processes and
controls over financial reporting, and assessing risks of material misstatement at a Group level.
The audit was performed using the materiality levels set out above, for the group and the Parent Company.
Due to the centralised nature of financial reporting, all testing was performed by the Group engagement team.
Argentex LLP and Argentex Group Plc were identified as components where an audit of the entire financial
information was required and the remainder of entities within the Group were subject to procedures on one or more
classes of transactions, account balances or disclosures. Our scoping accounted for 99% of revenue, 95% of profit
before tax and 99% of total assets (2023: 99% of revenue, 97% of profit before tax and 99% of total assets).
7.2 Our consideration of the control environment
We gained an understanding of internal controls over financial reporting where our scoping and risk assessment
determined those controls to be relevant to the audit. This involved testing general IT controls, with the
involvement of our internal IT specialists, process level controls and entity level controls at the Group level. We
have observed improvement in the IT control environment, with a number of observations raised in the prior
year now remediated. In other areas, including process level controls, remediation activity has commenced but
requires further action or embedding. The control environment is discussed by the Audit and Risk Committee on
page 57.
7.3 Our consideration of climate-related risks
In planning our audit, we have considered the impact of climate change on the Group’s operations and
subsequent impact on its financial statements.
We held discussions with management to understand the process for identifying climate-related risks and the
impact on the Group’s financial statements. Management concluded that there was no material impact to the
financial statements.
We performed our own qualitative risk assessment of the potential impact of climate change on the Group’s
account balances and classes of transactions. We read the climate related disclosures on pages 14-15 in the
strategic report and considered whether they were materially consistent with the financial statements and the
knowledge obtained in our audit.
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Argentex Group PLC Annual Report 2024
INDEPENDENT AUDITOR’S REPORT
8. Other information
The other information comprises the information included in the annual report, other than the financial statements and
our auditor’s report thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we
have performed, we conclude that there is a material misstatement of this other information, we are required to
report that fact.
We have nothing to report in this regard.
9. Responsibilities of directors
As explained more fully in the Statement of Directors’ Responsibilities, the directors are responsible for the preparation
of the financial statements and for being satisfied that they give a true and fair view, and for such internal control
as the directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the Parent Company’s
ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to
cease operations, or have no realistic alternative but to do so.
10 Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
GOVERNANCE REPORT
71
11 Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in
line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including
fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
11.1
Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and
non-compliance with laws and regulations, we considered the following:
–
the nature of the industry and sector, control environment and business performance including the design
of the Group’s remuneration policies, key drivers for directors’ remuneration, bonus levels and performance
targets;
–
results of our enquiries of management, those charged with governance and the Audit and Risk
Committee about their own identification and assessment of the risks of irregularities, including those that
are specific to the Group’s sector;
–
any matters we identified having obtained and reviewed the Group’s documentation of their policies and
procedures relating to:
•
identifying, evaluating and complying with laws and regulations and whether they were aware of any
instances of non-compliance;
•
detecting and responding to the risks of fraud and whether they have knowledge of any actual,
suspected or alleged fraud;
•
the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
–
the matters discussed among the audit engagement team and relevant internal specialists, including tax,
financial instruments, regulatory and IT specialists regarding how and where fraud might occur in the
financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the
organisation for fraud and identified the greatest potential for fraud in accuracy of revenue recognition. In
common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the
risk of management override.
We also obtained an understanding of the legal and regulatory framework that the Group operates in,
focusing on provisions of those laws and regulations that had a direct effect on the determination of material
amounts and disclosures in the financial statements. The key laws and regulations we considered in this
context included the UK Companies Act, AIM Listing Rules, pensions legislation and tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the
financial statements but compliance with which may be fundamental to the Group’s ability to operate or to avoid
a material penalty. These included the Group’s regulatory requirements with the Financial Conduct Authority.
11.2 Audit response to risks identified
As a result of performing the above, we identified accuracy of revenue recognition as a key audit matter
related to the potential risk of fraud. The key audit matters section of our report explains the matter in more
detail and also describes the specific procedures we performed in response to that key audit matter.
In addition to the above, our procedures to respond to risks identified included the following:
–
reviewing the financial statement disclosures and testing to supporting documentation to assess
compliance with provisions of relevant laws and regulations described as having a direct effect on the
financial statements;
72
Argentex Group PLC Annual Report 2024
INDEPENDENT AUDITOR’S REPORT
11.2
Audit response to risks identified (cont.)
–
enquiring of management, the Audit and Risk Committee and external legal counsel concerning actual
and potential litigation and claims;
–
performing analytical procedures to identify any unusual or unexpected relationships that may indicate
risks of material misstatement due to fraud;
–
reading minutes of meetings of those charged with governance, reviewing internal audit reports and
reviewing correspondence with HMRC and the FCA; and
–
in addressing the risk of fraud through management override of controls, testing the appropriateness of
journal entries and other adjustments; assessing whether the judgements made in making accounting
estimates are indicative of a potential bias; and evaluating the business rationale of any significant
transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement
team members including internal specialists and remained alert to any indications of fraud or non-compliance
with laws and regulations throughout the audit.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
12 Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
–
the information given in the strategic report and the directors’ report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
–
the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements.
In the light of the knowledge and understanding of the Group and the Parent Company and their environment obtained in
the course of the audit, we have not identified any material misstatements in the strategic report or the directors’ report.
13 Matters on which we are required to report by exception
13.1
Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
–
we have not received all the information and explanations we require for our audit; or
–
adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit
have not been received from branches not visited by us; or
–
the Parent Company financial statements are not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
GOVERNANCE REPORT
73
13.2
Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’
remuneration have not been made.
We have nothing to report in respect of this matter.
14 Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as
a body, for our audit work, for this report, or for the opinions we have formed.
Christopher Brough, FCA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
02 April 2025
74
Argentex Group PLC Annual Report 2024
Notes
Year ended
31 December 2024
£m
Year ended
31 December 2023
£m
Revenue
5
50.3
49.9
Cost of sales
(1.3)
(1.7)
Gross profit
49.0
48.2
Other operating income
1.6
1.1
Administrative expenses
(50.2)
(40.7)
Share-based payments charge
22
(0.6)
(0.5)
Operating (loss)/profit
(0.2)
8.1
Finance costs
10
(0.8)
(0.8)
(Loss)/profit before taxation
(1.0)
7.3
Taxation
11
(0.3)
(2.2)
(Loss)/profit for the year
(1.3)
5.1
Other comprehensive income for the year
Foreign exchange differences on translation of foreign operations
0.1
-
Total comprehensive (loss)/income for the year
(1.2)
5.1
Earnings per share
Basic
12
(1.1p)
4.6p
Diluted
12
(1.1p)
4.6p
FINANCIAL STATEMENTS
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
for the year ended 31 December 2024
FINANCIAL STATEMENTS
75
Consolidated Statement of Financial Position
as at 31 December 2024
Notes
31 December 2024
£m
31 December 2023
£m
Non-current assets
Intangible assets
13
2.8
2.7
Property, plant and equipment
14
13.1
15.1
Derivative financial assets
23
13.6
9.8
Deferred tax asset
11
0.5
0.2
Trade and other receivables
15
0.1
-
Total non-current assets
30.1
27.8
Current assets
Trade and other receivables
15
1.3
1.3
Cash and cash equivalents
16
48.7
33.0
Other assets
17
18.6
10.5
Derivative financial assets
23
58.1
38.9
Total current assets
126.7
83.7
Current liabilities
Trade and other payables
18
(46.8)
(29.3)
Lease liabilities
19
(1.2)
(0.9)
Derivative financial liabilities
23
(46.7)
(23.6)
Total current liabilities
(94.7)
(53.8)
Net current assets
32.0
29.9
Non-current liabilities
Trade and other payables
18
(0.3)
(0.3)
Lease liabilities
19
(9.4)
(10.6)
Derivative financial liabilities
23
(9.0)
(5.8)
Total non-current liabilities
(18.7)
(16.7)
Net assets
43.4
41.0
76
Argentex Group PLC Annual Report 2024
Notes
31 December 2024
£m
31 December 2023
£m
Equity
Share capital
20
0.1
0.1
Share premium
21
15.7
12.7
Share option reserve
22
-
1.0
Merger reserve
21
4.5
4.5
Translation reserve
21
0.1
-
Retained earnings
21
23.0
22.7
Total Equity
43.4
41.0
The Consolidated Financial Statements of Argentex Group PLC were approved by the Board of Directors on
02 April 2025 and were signed on its behalf by:
Guy Rudolph
Registered number 11965856
FINANCIAL STATEMENTS
Consolidated Statement
of Financial Position (continued)
as at 31 December 2024
FINANCIAL STATEMENTS
77
Consolidated Statement of Changes in Equity
for the year ended 31 December 2024
Notes
Share
capital
£m
Share
premium
£m
Share
option
reserve
£m
Merger
reserve
£m
Translation
reserve
£m
Retained
earnings
£m
Total
equity
£m
Balance at 1 January 2023
0.1
12.7
0.5
4.5
-
21.0
38.8
Comprehensive income for the year
Profit for the year
-
-
-
-
-
5.1
5.1
Total comprehensive income for
the year
-
-
-
-
-
5.1
5.1
Transactions with owners:
- Dividends paid
9
-
-
-
-
-
(3.4)
(3.4)
- Share-based payments charge
22
-
-
0.5
-
-
-
0.5
Balance at 31 December 2023
0.1
12.7
1.0
4.5
-
22.7
41.0
Comprehensive income/(loss) for
the year
Loss for the year
-
-
-
-
-
(1.3)
(1.3)
Other comprehensive income
-
-
-
-
0.1
-
0.1
Total comprehensive income/(loss)
for the year
-
-
-
-
0.1
(1.3)
(1.2)
Transactions with owners:
- Issue of share capital
20
-
3.0
-
-
-
-
3.0
- Share-based payments charge
22
-
-
0.6
-
-
-
0.6
- Share scheme release
22
-
-
(1.6)
-
-
1.6
-
Balance at 31 December 2024
0.1
15.7
-
4.5
0.1
23.0
43.4
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Argentex Group PLC Annual Report 2024
Notes
Year ended
31 December 2024
£m
Year ended
31 December 2023
£m
(Loss)/profit before taxation
(1.0)
7.3
Taxation paid
(1.3)
(2.0)
Net finance expense
10
0.8
0.8
Depreciation of property, plant and equipment
14
1.1
1.1
Depreciation of right of use assets
19
1.3
1.2
Amortisation of intangible assets
13
1.8
1.6
Share-based payment charge
22
0.6
0.5
(Increase) in trade receivables
15
-
(0.3)
Increase in trade and other payables
18
18.2
4.3
(Increase)/ decrease in derivative financial assets
23
(23.0)
17.8
Increase/ (decrease) in derivative financial liabilities
23
26.3
(17.8)
(Increase) in other assets
17
(8.1)
(0.5)
(Increase) in operating leases
-
(0.4)
Net cash generated from operating activities
16.7
13.6
Investing activities
Purchase of intangible assets
13
(1.9)
(1.8)
Purchase of plant and equipment
14
(0.2)
(2.9)
Net cash used in investing activities
(2.1)
(4.7)
Financing activities
Payments made in relation to lease liabilities
19
(1.9)
(1.5)
Dividends paid
9
-
(3.4)
Proceeds from equity raise
20
3.0
-
Net cash generated from/ (used in) financing activities
1.1
(4.9)
Net increase in cash and cash equivalents
15.7
4.0
Cash and cash equivalents at the beginning of the year
33.0
29.0
Cash and cash equivalents at the end of the year
16
48.7
33.0
FINANCIAL STATEMENTS
Consolidated Statement of Cash Flows
for the year ended 31 December 2024
FINANCIAL STATEMENTS
79
Notes to the Financial Statements
for the year ended 31 December 2024
1
General information
Argentex Group PLC (“the Company”) is a public limited company, limited by shares, incorporated and domiciled in
England and Wales. The address of the registered office is 25 Argyll Street, London, W1F 7TU.
On 25 June 2019, the Company listed its shares on AIM, the London Stock Exchange’s market for small and medium
size growth companies (“the IPO”).
The Company is the ultimate parent company into which the results of all subsidiaries are consolidated.
The Consolidated Financial Statements are presented in pounds sterling (£), which is the currency of the primary
economic environment in which the Group operates, and are rounded to the nearest million, except where
otherwise indicated.
2 Material accounting policies
The material accounting policies are summarised below.
2.1
Basis of preparation
The Consolidated Financial Statements have been prepared in accordance with UK-adopted IFRS accounting
standards.
The material accounting policies adopted in the preparation of the Consolidated Financial Statements are set
out below. The policies have been consistently applied to all of the periods presented, unless otherwise stated.
The Consolidated Financial Statements have been prepared under the historical cost convention, modified by
the measurement at fair value of certain financial assets and liabilities and derivative financial instruments as
stated in Note 2.7.
2.2
Adoption of new and revised standards
There are no new standards, interpretations and amendments which became mandatorily effective for the current
reporting period which have had any material effect on the Consolidated Financial Statements for the Group.
The Group has not early adopted any new standards, interpretations or amendments that have been issued
but are not yet effective. The following new standard is effective in future periods and has not been applied in
preparing these Consolidated Financial Statements:
IFRS 18 Presentation and Disclosure in Financial Statements: Issued in April 2024, IFRS 18 introduces new
requirements for the presentation and disclosure of financial statements. The standard is effective for annual
reporting periods on or after 01 January 2027, with earlier application permitted.
2.3
Going concern
The Directors have a reasonable expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future and have assessed the Group’s prospects over a 12-month
period from the approval date of these Consolidated Financial Statements. The Group’s principal trading
80
Argentex Group PLC Annual Report 2024
subsidiary, Argentex LLP, has been profitable since inception in 2011, the Group has no external debt, and
the LLP continues to generate sufficient cash to support the activities of the Group. Budgets and cash flow
forecasts are prepared to cover a variety of scenarios and are subsequently reviewed by the Directors to
ensure they support the Group’s continuing ability to operate as a going concern.
Sensitivity analysis has been performed in respect of specific scenarios which could negatively impact the
future performance of the Group, including lower levels of revenue, compression in profitability margins,
extensions to the Group’s working capital cycle, and significant increases in volatility requiring further collateral
to be placed with the Group’s institutional counterparties.
In addition, the Directors have also considered mitigating actions such as lower capital expenditure and other
short-term cash management activities within their control (see Note 23.2 for further disclosures relating to
liquidity risk).
The Board of Directors is confident that in context of the Group’s financial requirements these measures give
sufficient liquidity to the Group to ensure that the Group can withstand significant shocks, whilst remaining
as a going concern for the next twelve months from the date of approval of the Directors’ Report and
Consolidated Financial Statements.
For these reasons, the Directors adopt the going concern basis of accounting in preparing these
Consolidated Financial Statements.
2.4
Basis of consolidation
The Group Consolidated Financial Statements incorporate the Financial Statements of the Company and
entities controlled by the Company (its subsidiaries) prepared to 31 December each year. Control is achieved
where the Company is exposed to, or has the rights to, variable returns from its involvement with the entity and
has the ability to affect those returns through its power over the entity. In assessing control, the Group takes into
consideration the existence and effect of potential voting rights that currently are exercisable or convertible.
The Consolidated Financial Statements comprise the Company and the results, cash flows and changes in
equity of the following subsidiary undertakings:
All subsidiary undertakings are 100% owned either directly or indirectly by Argentex Group PLC.
Where necessary, adjustments are made to the Financial Statements of subsidiaries to bring the accounting
policies used into line with those used by the Group.
All intra-group transactions and balances and any unrealised gains and losses arising from intra-group
transactions are eliminated in preparing the Consolidated Financial Statements.
Name of undertaking
Nature of business
Country of incorporation
Argentex LLP
Foreign exchange broking
England
Argentex Capital Limited
Holding company
England
Argentex Foreign Exchange Limited
Holding company
England
Argentex B.V.
Foreign exchange broking
The Netherlands
Argentex PTY LTD
Foreign exchange broking
Australia
Argentex Technologies Limited
Platform development
England
Argentex (DIFC) Ltd
Foreign exchange broking
United Arab Emirates
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
FINANCIAL STATEMENTS
81
The following UK subsidiaries will take advantage of the audit exemption set out within section 479A of the
Companies Act 2006 for the year ended 31 December 2024.
Argentex Group PLC guarantees all outstanding liabilities to which the subsidiaries listed above are subject
at the end of the financial year, until they are satisfied in full. This is in accordance with Section 479C of the
Companies Act 2006.
2.5
Accounting for merger on formation of the Group
In June 2019, immediately prior to the Company’s admission to AIM, Argentex Group PLC acquired all equity
interests in Argentex LLP. This was affected through the acquisition of equity interests by a newly formed
subsidiary, Argentex Capital Limited, and the acquisition of Pacific Foreign Exchange Limited (now Argentex
Foreign Exchange Limited). Argentex LLP, Argentex Capital Limited and Argentex Foreign Exchange Limited
are 100% owned (either directly or indirectly) subsidiaries of Argentex Group PLC and consolidated into these
Financial Statements.
In applying merger accounting when preparing these Consolidated Financial Statements, to the extent
the carrying value of the assets and liabilities acquired under merger accounting is different to the cost of
investment, the difference is recorded in equity within the merger reserve.
2.6
Revenue recognition
Revenue represents the difference between the cost and selling price of currency and is recognised after
receiving the client’s authorisation to undertake a foreign exchange transaction for immediate or forward
delivery. Derivative assets and liabilities are initially measured at fair value at the date the derivative contract
is entered into and are subsequently remeasured to fair value at each financial year end date. The resulting
gain or loss is recognised within revenue immediately.
The difference between the costs and selling price of currency is recognised as revenue as this reflects the
consideration to which the Group expects to be entitled in exchange for those services.
In relation to structured solutions, the Group recognises the net option premium receivable as revenue on the
date that the structured solution is executed. The execution date is when a binding contract is entered into
with the client or counterparty. The revenue is fixed and determined representing the difference between the
premiums paid. Structured solutions relate to a range of foreign exchange option structures.
2.7
Financial instruments
The Group operates as a riskless principal deliverable foreign exchange broker therefore financial instruments
are significant to its financial position and performance.
The Group’s financial assets include derivative assets (foreign exchange spot, foreign exchange forward and
foreign exchange structured solution option contracts with customers and banking counterparties) as well as
amortised cost assets including cash and cash equivalents, other assets and trade and other receivables. The
Group’s financial liabilities include derivative liabilities (foreign exchange spot, foreign exchange forward and
foreign exchange structured solution option contracts) and trade and other payables. The Group does not
apply hedge accounting.
Name of undertaking
Company number
Argentex Capital Limited
11965565
Argentex Foreign Exchange Limited
07814670
Argentex Technologies Limited
14797013
82
Argentex Group PLC Annual Report 2024
2.7
Financial instruments (cont.)
The Group undertakes matched principal broking involving immediate back-to-back derivative transactions with
counterparties. These transactions are classified as derivative financial assets and liabilities. A derivative with a
positive fair value is recognised as a financial asset and a derivative with a negative fair value is recognised as a
financial liability. Where there is a legally enforceable right to offset the recognised amounts and an intention to
settle on a net basis or to realise the asset and the liability simultaneously, financial assets and financial liabilities
are offset, and the net amount presented in the Consolidated Statement of Financial Position. Management have
presented the derivative assets and liabilities with banking counterparties and with clients on a gross basis.
2.7.1
Derivative financial assets
Derivative financial assets are recognised when the Group becomes a party to the contractual
provisions of the instrument.
Derivative financial assets are measured at fair value through profit or loss (“FVTPL”) as they are held for
trading purposes.
Initial Recognition
Derivative assets are initially measured at fair value at the date the derivative contract is entered
into. The resulting gain or loss is recognised within profit or loss immediately. Transaction costs directly
attributable to the acquisition of such financial assets at fair value through profit or loss are recognised
immediately in profit or loss.
Subsequent Measurement
Derivative assets are subsequently remeasured to fair value at each financial year end date. Any gains
or losses derived from instances such as foreign exchange rate changes, which impact derivative
financial asset revaluation, would be immediately recognised through profit or loss. Valuation
adjustments to reflect potential inherent market risks on the fair value of derivative financial assets
are calculated and recorded where material. The credit valuation adjustment (“CVA”) reflects the
market value of counterparty credit risk and takes into account counterparty, applicable collateral
agreements, predicted losses and probabilities of default.
Derecognition
The Group derecognises derivative financial assets when they reach maturity and the contractual
cashflows are exchanged between the client and the Group or the Group and the institutional
counterparty. At this point, the assets have expired and the obligations of the Group, the client and the
institutional counterparty have been discharged.
2.7.2
Other financial instrument assets
Other financial assets are those which are not derivatives in nature and have been classified using the
amortised cost method. These assets arise principally as Solely Payments of Principal and Interest (SPPI)
and are intended to be held to maturity with all cashflows collected.
Initial Recognition
Purchases or sales of financial assets are recognised and derecognised on a trade date basis when the
Group becomes party to the contractual provisions of the instrument. They are initially recognised at fair
value plus transactions costs that are directly attributable to their acquisition.
Subsequent Measurement
All recognised financial assets are subsequently remeasured in their entirety at either amortised cost or fair
value, depending on the classification of the financial assets.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
FINANCIAL STATEMENTS
83
2.7.2
Other financial instrument assets (cont.)
The Group has applied the simplified approach in IFRS 9 to measure applicable loss allowances at lifetime
expected credit loss (“ECL”). The Group determines the expected credit losses on these items by using a
provision matrix, based on historical credit loss experience based on the past due status of the debtors,
adjusted as appropriate to reflect current conditions and estimates of future economic conditions.
The Group writes off receivables when there is information indicating that the debtor is in severe
financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed
under liquidation or has entered into bankruptcy proceedings, or when the receivables are past due,
whichever occurs earlier.
Derecognition
On derecognition of financial assets measured at amortised cost, the difference between the asset’s
carrying amount and the sum of the consideration received, and receivable is recognised in profit or loss.
2.7.3
Derivative financial liabilities
Derivative financial liabilities are recognised when the Group becomes a party to the contractual
provisions of the instrument.
Derivative financial liabilities are measured at FVTPL as they are held for trading purposes.
Initial Recognition
Derivative financial liabilities are initially measured at fair value at the date the derivative contract
is entered into. The resulting gain or loss is recognised within profit or loss immediately. Transaction
costs directly attributable to the acquisition of financial liabilities at fair value through profit or loss are
recognised immediately in profit or loss.
Subsequent Measurement
Derivative liabilities are subsequently remeasured to fair value at each financial year end date. Any
gains or losses derived from instances such as foreign exchange changes, which impact financial
liability revaluation, would be immediately recognised through profit or loss.
Derecognition
The Group derecognises derivative financial liabilities when they reach maturity and the contractual
cashflows are exchanged between the client and the Group or the Group and the institutional
counterparty. At this point, the liabilities have expired and the obligations of the Group, the client and
the institutional counterparty have been discharged.
2.7.4
Other financial instrument liabilities
Other financial liabilities are obligations to pay for goods or services that have been acquired in
the ordinary course of business, not including financial liabilities that are derivatives in nature. Other
financial liabilities are classified using amortised cost. This is used as the default classification method
for financial instruments not held as trade derivatives. The Group’s other financial liabilities include
trade and other payables.
Initial Recognition
The Group holds amounts payable to customers at amortised cost. These are short term balances that
do not attract interest. Initial recognition consists of fair value minus transaction costs.
84
Argentex Group PLC Annual Report 2024
2.7.4
Other financial instrument liabilities (cont.)
Subsequent Measurement
Subsequent measurement makes use of the effective interest rate method, where applicable,
with interest related charges being recognised as finance costs in the Consolidated Statement of
Comprehensive Income.
Derecognition
The Group derecognises financial liabilities when, and only when, the Group’s obligations are
discharged, cancelled or they expire. The difference between the carrying amount of the financial
liability derecognised and the consideration paid and payable, including any non-cash assets
transferred or liabilities assumed, is recognised in profit or loss.
2.8
Cash and cash equivalents
For the purpose of presentation in the Consolidated Statement of Cash Flows, cash and cash equivalents
includes cash on hand or deposits held at call with financial institutions. Cash and cash equivalents includes
client funds disclosed in Note 16.
2.9
Other assets
Other assets presented on the Consolidated Statement of Financial Position is made up of cash held as collateral with
banking counterparties and balances segregated to provide for out the money (OTM) positions with CASS Clients.
2.10
Leases
In accordance with IFRS 16, at inception of a contract the Group assesses whether a contract is or contains
a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified
asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to
control the use of the identified asset the Group considers whether:
1.
The Group has the right to operate the asset.
2.
The Group designed the asset in a way that predetermines how and for what purpose it will be used.
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease
term, with the discount rate determined by reference to the rate inherent in the lease unless this is not readily
determinable, in which case the Group’s incremental borrowing rate on commencement of the lease is used. Lease
liabilities are remeasured when there is a change in future lease payments arising from a change in rate, if there
is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee or if
the Group changes its assessment of whether it will exercise a purchase, extension or termination option.
When the lease liability is remeasured in this way, either a corresponding adjustment is made to the carrying
amount of the right of use asset and the revised carrying amount is depreciated over the remaining (revised)
lease term, or it is recorded in the Consolidated Statement of Comprehensive Income if the carrying amount
of the right to use assets has been reduced to zero.
Right of use assets are initially measured at the amount of the lease liability and included within Property,
plant and equipment on the Consolidated Statement of Financial Position.
Subsequent to initial measurement, lease liabilities increase as a result of interest charged at a constant rate
on the balance outstanding and are reduced for lease payments made. Right of use assets are depreciated
on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if
judged to be shorter than the lease term.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
FINANCIAL STATEMENTS
85
2.10
Leases (cont.)
Dilapidation provisions in relation to Group’s leases are disclosed in Trade and other payables. The provisions
relate to alterations made to the properties leased by the Group. The provisions are expected to unwind at
the end of the leases.
The Group applies the short-term lease recognition exemption under IFRS 16 to its short-term leases (i.e.
those leases that have a lease term of 12 months or less from the commencement date and do not contain
a purchase option). Lease payments on short-term leases are recognised as an expense in the Consolidated
Statement of Comprehensive Income on a straight-line basis over the lease term.
2.11
Intangible assets and amortisation
Identifiable intangible assets are recognised when the Group controls the asset, it is probable that future
economic benefits attributed to the asset will flow to the Group and the cost of the asset can be reliably
measured.
Software development costs comprise the Group’s bespoke dealing system and the development of the
Group’s new alternative banking platform. Costs that are directly associated with the production and
development of the identifiable system’s controlled by the Group, and are probable of producing future
economic benefits, are recognised as intangible assets. Direct costs of software development include
employee costs and directly attributable overheads.
Costs are capitalised to the extent that they represent an improvement, enhancement or update to the intangible
asset. Maintenance costs are expensed through the Consolidated Statement of Comprehensive Income.
Amortisation is charged to the Consolidated Statement of Comprehensive Income over the estimated useful life of
three years of the dealing system from the date developments are available for use, on a straight-line basis.
The amortisation basis adopted reflects the Group’s consumption of the economic benefit from that asset.
The intangible assets are tested annually for impairment or more frequently if events or changes in
circumstances indicate that the asset might be impaired.
2.12
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any recognised
impairment loss.
Depreciation is charged so as to write off the cost of assets to their residual values, over their estimated useful
lives, using the straight-line method, on the following bases:
Office equipment
–
Three to five years
Computer equipment
–
Three years
Leasehold improvements
–
Over the period of the lease
Right of use assets
–
Over the period of the lease
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each
reporting period.
86
Argentex Group PLC Annual Report 2024
2.13
Foreign currencies
Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling
at the Consolidated Statement of Financial Position date. Transactions in foreign currencies are translated
into sterling at the rate of exchange ruling at the date of the transaction. Exchange differences are taken into
account in arriving at the operating profit.
2.14
Cost of sales
Cost of sales includes bank charges paid to banking counterparties and third party platform fees.
2.15
Employee benefits
(i)
Short term benefits
Short term employee benefits including holiday pay and annual bonuses are accrued as services are
rendered.
(ii)
Defined contribution pension plans
The Group operates a defined contribution pension plan for its employees. A defined contribution
plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once
the contributions have been paid the Group has no further payment obligations. The contributions
are recognised as an expense when they are due. Amounts not paid are shown in accruals in the
Consolidated Statement of Financial Position. The assets of the plan are held separately from the
Group in independently administered funds.
2.16
LLP Members’ remuneration
LLP Members’ remuneration is determined by reference to the nature of the participation of rights of Members
of Argentex LLP, the Group’s main trading subsidiary. It includes both remuneration where there is a contract
of employment and any profits that are automatically divided between members by virtue of the members’
agreement, to the extent that the Group does not have an unconditional right to avoid payment. To the
extent that these profits remain unpaid at the year end, they are shown as liabilities in the Consolidated
Statement of Financial Position.
2.17
LLP Members’ interests
LLP equity capital is only repaid to outgoing members in accordance with the provision in the Members’ Deed
where the Group has both sufficient capital for FCA regulatory requirements, and the capital is replaced by
new capital contributions from existing or new members. As such it is accounted for as equity.
Other amounts due to Members classified as a liability relate to undistributed profits and Members’ taxation reserves.
2.18
Share-based payments
The cost of share-based employee compensation arrangements, whereby employees receive remuneration
in the form of share options, is recognised as an employee benefit expense in the Consolidated Statement of
Comprehensive Income. Where the entity settling the share options differs from the entity receiving the benefit
of the share options (in the form of employee services), the entity’s separate Financial Statements reflect the
substance of the arrangement.
The total expense to be apportioned over the vesting period of the benefit is determined by reference to the
fair value (excluding the effect of non-market-based vesting conditions) at the date of grant.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
FINANCIAL STATEMENTS
87
2.18
Share-based payments (cont.)
At the end of each reporting period the assumptions underlying the number of awards expected to vest are
adjusted for the effects of non-market-based vesting conditions to reflect the conditions prevailing at that
date. The impact of any revisions to the original estimates is recognised in the Consolidated Statement of
Comprehensive Income, with a corresponding adjustment to equity. Fair value of the Company Share Option
Plan (CSOP) scheme is measured using a Black-Scholes option pricing model. Fair value of the Value Creation
Plan (VCP) is measured using a Monte Carlo Simulation.
When share options are exercised, the Group issues new shares. The proceeds received net of any directly
attributable transaction costs are credited to share capital (nominal value) and share premium.
2.19
Taxation
The tax expense represents the sum of the tax currently payable and any deferred tax.
Tax currently payable is based on taxable profit for the year. Taxable profit may differ from operating profit
as reported in the Consolidated Statement of Comprehensive Income as it may exclude items of income or
expense that are taxable or deductible in other years and it further excludes items that are never taxable
or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or
substantively enacted at the date of the Consolidated Statement of Financial Position.
To the extent it is material, deferred tax is calculated on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the Consolidated Financial Statements. Deferred tax
assets are recognised to the extent that it is probable future taxable profits will be available against which
the temporary differences can be utilised.
2.20
Other operating income
Other operating income relates to net interest generated from the Group’s house cash balance and client
cash balances recognised as cash and cash equivalents on the Consolidated Statement of Financial Position
along with interest generated on the Group’s other asset balances.
3
Critical accounting judgements and key sources of estimation uncertainty
In applying the Group’s accounting policies, the Directors are required to make judgements (other than those involving
estimations) that have a significant impact on the amounts recognised and to make 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 may
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.
3.1
Accounting judgements
The following are the critical judgements, apart from those involving estimations (which are presented separately
below), that the Directors have made in the process of applying the Group’s accounting policies and that have the
most significant effect on the amounts recognised in Consolidated Financial Statements.
88
Argentex Group PLC Annual Report 2024
3.1
Accounting judgements (cont.)
(i)
Capitalisation of costs to intangible assets
The extent to which costs should be capitalised to intangible assets is a key judgement. The Group
capitalises costs as intangible assets if they have a value that will benefit the performance of the Group
over future periods.
(ii)
Credit Valuation Adjustment
The CVA is a calculation based on the credit risk of counterparties inherent in the valuation of derivative
financial instruments (Note 23). The failure of a client to settle a contracted trade carries the risk of loss
equal to the prevailing fair value of the trade. Within the CVA calculation to quantify credit risk, judgement
is required in determining the credit quality of the client based on current market and other information and
key estimates include loss on default of a client and the probability of default. A 10 percent increase across all
Probability of Defaults (PDs) would result in decreased operating profit of £0.1m (2023: £0.2m).
3.2
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period
that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year, are discussed below.
Useful economic life of intangible assets (see Note 13)
Technology within the financial services sector is in a perpetual state of development and evolution, providing
uncertainty over the useful economic life of the Group’s bespoke dealing system. Extending the estimated useful life of
the intangible costs from 3 years to 4 years would result in increased operating profit of £0.4m (2023: £0.4m), decreasing
the estimated useful life from 3 years to 2 years would result in decreased operating profit of £0.8m (2023: £0.8m).
4
Segment reporting
For the year ended 31 December 2024, the Group consisted of a single operating segment (being Argentex LLP’s foreign
currency dealing business) that operated in a market not bound by geographical constraints. This is due to the relative
size of Argentex LLP’s operations compared to overseas subsidiaries and continued investment in overseas operational
readiness throughout the year. Of the Group’s revenue of £50.3m, Argentex LLP generated £46.4m (2023: £49.7m), Argentex
BV generated £3.8m (2023: £0.2m) and Argentex PTY generated £0.1m (2023: nil).
There is no reliance on an individual customer and no customer contributed to more than 10 percent of revenues in the
year ended 31 December 2024 or year ended 31 December 2023.
5 Revenue
An analysis of the Group’s revenue is as follows:
Year ended
31 December 2024
£m
Year ended
31 December 2023
£m
Spot foreign exchange contracts
12.0
13.4
Forward foreign exchange contracts
29.1
29.5
Structured solutions
9.2
7.0
50.3
49.9
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
FINANCIAL STATEMENTS
89
6 Operating (loss)/profit
7
Auditor’s remuneration
8 Staff costs
*Excludes Directors of Argentex Group PLC who are/were also members of Argentex LLP.
Prior to IPO, profits from Argentex LLP were distributed according to individual equity holdings in the LLP. Following Admission, the self-employed LLP
members are remunerated under the Amended and Restated LLP Agreement by a combination of (i) fixed annual remuneration (ii) participation in
revenue commission schemes (iii) annual bonuses and (iv) other variable compensation based on the LLP’s performance.
Key management are those persons having authority and responsibility for planning, controlling, and directing the activities of the Group, or in relation to
the Company. In the opinion of the Board, the Group and Company’s key management are the Directors of Argentex Group PLC. Information regarding
their compensation is provided in the Remuneration Committee Report.
Operating (loss)/profit for the year is stated after charging:
Year ended
31 December 2024
£m
Year ended
31 December 2023
£m
Depreciation of plant and equipment
1.1
1.1
Depreciation of right of use assets
1.3
1.2
Amortisation of intangibles
1.8
1.6
Staff costs (see Note 8)
33.0
27.7
Net foreign exchange losses/(gains)
0.1
(0.4)
Fees payable to the Group’s auditor and its associates for
services to the Group:
Year ended
31 December 2024
£m
Year ended
31 December 2023
£m
The audit of Financial Statements of the Group and subsidiaries
0.7
0.4
Other assurance and advisory services
0.1
0.1
0.8
0.5
Staff costs for the above persons were:
Year ended
31 December 2024
£m
Year ended
31 December 2023
£m
Wages and salaries
24.0
20.3
Social security costs
3.0
2.3
Pension costs
0.6
0.5
Share-based payments
0.6
0.5
LLP members’ remuneration*
2.7
2.6
Directors’ remuneration
2.1
1.5
33.0
27.7
Average
Year ended
31 December 2024
No.
Year ended
31 December 2023
No.
Directors
7
6
LLP members (excl. executive directors)
4
4
Sales and dealing
85
85
Operations
103
74
Average headcount
199
169
Employees, members and directors as at 31 December 2024 and 2023
197
196
90
Argentex Group PLC Annual Report 2024
Directors’ remuneration
9 Dividends
10 Finance costs
11 Taxation
Tax has been calculated using an estimated annual effective tax rate of -30.5% (2023: 23.5%) on profit before tax. The
main rate of UK corporation tax for the year ended 31 December 2024 was 25% (2023: increased to 25% from 19%).
Directors’ remuneration comprised:
Year ended
31 December 2024
£m
Year ended
31 December 2023
£m
Salaries and LLP members’ remuneration
2.1
1.5
Year ended
31 December 2024
£m
Year ended
31 December 2023
£m
Interest on lease arrangements
0.8
0.8
Year ended
31 December 2024
£m
Year ended
31 December 2023
£m
Amounts recognised as distributions to equity holders:
Final dividend for the year ended 31 December 2023 of nil per share
(December 2022: dividend for the 9-month period ended
31 December 2022 of 2.25p per share)
-
2.5
Interim dividend for the year to 31 December 2024 of nil per share
(2023: 0.75p per share)
-
0.9
-
3.4
Proposed final dividend for the year ended 31 December 2024
of nil per share (2023: nil)
-
-
Year ended
31 December 2024
£m
Year ended
31 December 2023
£m
Income tax recognised in Consolidated
Statement of Comprehensive Income
Current tax charge/(credit)
Current tax on profit for the year
0.4
1.6
Adjustments in respect of prior years
0.2
0.3
Total current tax
0.6
1.9
Deferred tax
Origination and reversal of temporary differences
(0.2)
0.3
Adjustments in respect of prior years
(0.1)
-
Total deferred tax
(0.3)
0.3
Total tax expense
0.3
2.2
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
FINANCIAL STATEMENTS
91
The difference between the total tax expense shown above and the amount calculated by applying the standard rate
of UK corporation tax to the profit before tax is as follows:
Deferred tax in relation to timing differences on fixed assets and other timing differences. There is no expiry on the
deferred tax asset. The deferred tax asset is based on the rate of corporation tax 25%. Deferred tax assets of £0.1m
relating to unused tax losses in Australian and Dubai subsidiaries have not been recognised as there is no track record
of taxable profits generated from trading using local licences to utilise against the losses.
Year ended
31 December 2024
£m
Year ended
31 December 2023
£m
(Loss)/profit for the year
(1.3)
5.1
Income tax expense
0.3
2.2
(Loss)/profit before income taxes
(1.0)
7.3
Tax using the Company's domestic tax rate of 25% (2023: 23.5%)
(0.2)
1.7
Effects of:
Variance in overseas tax rates
0.1
-
Expenses not deductible for tax purposes
0.2
0.1
Tax losses/temp. differences for which no deferred income tax asset
has been recognised
0.1
-
Adjustments in respect of prior period
0.1
0.4
Total tax on ordinary activities
0.3
2.2
Year ended
31 December 2024
£m
Year ended
31 December 2023
£m
Deferred Tax
Assets
At 1 January 2024 and 1 January 2023
0.2
0.5
Current year movement
0.2
(0.3)
Prior year adjustments
0.1
-
Total deferred tax asset
0.5
0.2
Year ended
31 December 2024
£m
Year ended
31 December 2023
£m
Current tax assets and liabilities
Corporation tax asset/(liability)
0.1
(0.6)
Current tax asset/(liability)
0.1
(0.6)
92
Argentex Group PLC Annual Report 2024
12 Earnings per share
The Group calculates basic earnings to be net loss attributable to equity shareholders for the year.
The calculation of diluted earnings per share assumes conversion of all potentially dilutive ordinary shares, all
of which arise from share options. A calculation is performed to determine the number of share options that are
potentially dilutive based on the number of shares that could have been acquired at fair value, considering the
monetary value of the subscription rights attached to outstanding share options.
As the Group has incurred a loss in the year, the diluted loss per share is the same as the basic earnings per share as
the loss has an anti-dilutive effect (an increased number of shares gives rise to a reduced loss per share).
13 Intangible fixed assets
Year ended
31 December 2024
£m
Year ended
31 December 2023
£m
Earnings
Earnings for the purposes of basic and diluted earnings per share
- basic and diluted
(1.3)
5.1
Number of shares
The calculation of basic and diluted earnings per share is based on the following number of shares (m).
Weighted average number of ordinary shares for the purposes of
basic earnings per share
117.8
113.2
Number of dilutive shares under option
-
0.1
Weighted average number of ordinary shares for the purposes of
dilutive earnings per share
117.8
113.3
Earnings per share
Basic
(1.1p)
4.6p
Diluted
(1.1p)
4.6p
Software development costs
£m
Cost
At 1 January 2023
8.8
Additions
1.8
At 31 December 2023
10.6
Additions
1.9
At 31 December 2024
12.5
Accumulated amortisation
At 1 January 2023
6.3
Charge for year
1.6
At 31 December 2023
7.9
Charge for year
1.8
At 31 December 2024
9.7
Net book value
At 31 December 2023
2.7
At 31 December 2024
2.8
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
FINANCIAL STATEMENTS
93
14 Property, plant and equipment
Right of use asset relates to leases disclosed in Note 19.
15 Trade and other receivables
Leasehold
improvements
£m
Right of
use asset
£m
Office
equipment
£m
Computer
equipment
£m
Total
£m
Cost
At 1 January 2023
1.8
7.3
1.3
0.7
11.1
Additions
2.0
6.6
0.5
0.4
9.5
Disposals
-
-
-
-
-
At 31 December 2023
3.8
13.9
1.8
1.1
20.6
Additions
0.1
0.2
-
0.1
0.4
Disposals
-
-
-
-
-
At 31 December 2024
3.9
14.1
1.8
1.2
21.0
Accumulated depreciation
At 1 January 2023
0.4
2.1
0.2
0.5
3.2
Charge for the year
0.4
1.2
0.4
0.3
2.3
Disposals
-
-
-
-
-
At 31 December 2023
0.8
3.3
0.6
0.8
5.5
Charge for the year
0.5
1.3
0.4
0.2
2.4
Disposals
-
-
-
-
-
At 31 December 2024
1.3
4.6
1.0
1.0
7.9
Net book value
At 31 December 2023
3.0
10.6
1.2
0.3
15.1
At 31 December 2024
2.6
9.5
0.8
0.2
13.1
31 December 2024
£m
31 December 2023
£m
Non-current
Other receivables
0.1
-
Trade and other receivables
0.1
-
Current
Other receivables
0.4
0.6
Prepayments
0.9
0.7
Trade and other receivables
1.3
1.3
94
Argentex Group PLC Annual Report 2024
16 Cash and cash equivalents
Included within cash and cash equivalents are client held funds relating to margins received and client balances
payable. These amounts are matched by amounts payable to clients of £30.3m (2023: £14.7m) in Note 18 and are not
available for the Group’s own use. Client balances held as electronic money in accordance with the Electronic Money
Regulations 2011 are held in accounts segregated from the firm’s own bank accounts.
Client balances that fall under the scope of the FCA’s Client Assets Sourcebook (“CASS”) are held in segregated client
bank accounts which are off balance sheet and excluded from the cash and cash equivalents figure.
The Directors consider that the carrying amount of these assets is a reasonable approximation of their fair value.
Cash is held at authorised credit institutions and non-bank financial institutions with robust credit ratings (where
published) and sound regulatory capital resources.
17 Other assets
Other assets are made up of collateral with banking counterparties and balances segregated to provide for out the
money positions with CASS Clients. Client margins received and disclosed within client balances payable are used to
service margin calls with counterparties.
18 Trade and other payables
31 December 2024
£m
31 December 2023
£m
Cash and cash equivalents
48.7
33.0
31 December 2024
£m
31 December 2023
£m
Collateral with banking counterparties
5.7
5.7
Balances segregated for CASS mark to market
12.9
4.8
Other assets
18.6
10.5
31 December 2024
£m
31 December 2023
£m
Non-current
Lease dilapidation provisions
0.3
0.3
Trade and other payables
0.3
0.3
Current
Amounts payable to clients
30.3
14.7
Corporation tax
-
0.6
Amounts due to members and former members of Argentex LLP
-
0.4
Trade payables
7.9
6.9
Accruals
8.5
5.6
Other taxation and social security
0.1
1.1
Trade and other payables
46.8
29.3
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
FINANCIAL STATEMENTS
95
19 Leases
In May 2020, the Group signed a ten-year lease for its head office premises at Argyll Street, London. In February
2023, the Group signed a nine-year lease for an additional floor for its head office at Argyll Street, London as well as
signing a deed of variation for the original lease, extending the term until a final expiry date of January 2033. In the
same month, the Group also signed a five-year lease for its office in the Netherlands. In December 2023, the Group
signed a three-year lease for its office in Dubai.
In October 2024 and November 2024, the Group signed five-month and six-month licence agreements for
office spaces in Sydney and Melbourne, Australia respectively. The Group has elected to apply the short-term
lease exemption under IFRS 16 for these agreements. The lease payments are recognised as an expense in the
Consolidated Statement of Comprehensive Income over the terms of the leases.
As a lessee, the Group has recognised lease liabilities representing the present value of the obligations to make lease
payments, and related right of use (ROU) assets, in accordance with Note 2.10. For the UK leases, the lease payments
are discounted using the interest rates implicit in the leases (both 7%). For the Netherlands and Dubai leases, the
interest rates implicit in the leases cannot be readily determined and therefore management have assessed the
incremental borrowing rates to be 7% and 4.6% respectively determined based on the individual borrowing rates of
each entity adjusted for lease-specific factors. Information about the lease liability is presented below:
Amounts recognised in the Consolidated Statement of Comprehensive Income is presented below:
Maturity profile of lease liability based on contractual (undiscounted) payments disclosed in Note 23.
31 December 2024
£m
31 December 2023
£m
Lease liability at beginning of financial year
11.5
6.1
Additions
0.2
6.1
Payments made in the year
(1.9)
(1.5)
Unwinding of finance costs
0.8
0.8
Lease liability at end of financial year
10.6
11.5
Of which
Current
1.2
0.9
Non-current
9.4
10.6
Year ended
31 December 2024
£m
Year ended
31 December 2023
£m
Depreciation charge on right of use assets (Note 14)
1.3
1.2
Interest on lease liabilities (Note 10)
0.8
0.8
96
Argentex Group PLC Annual Report 2024
20 Share capital
On 19 June 2019, 23,589,212 Management shares were issued with nominal value of £58,974 to establish the minimum
allotted share capital for a public limited company. So long as there are shares of any other class in issue,
Management shares have no voting rights or rights to receive dividends or other distributions of profit.
On 25 June 2019, 113,207,547 Ordinary shares of £0.0001 each were issued for trading on AIM at a price of 106p per
share. Of these, 100,000,000 shares were issued to the former owners of Argentex LLP as part of the Group formation.
Following this, the Group issued an additional 13,207,547 shares at 106p per share, generating share premium of
£13,988,679 before issuance costs.
On 13 May 2024, 7,221,508 Ordinary shares with a nominal value of £0.0001 per share were issued, generating total
gross proceeds of £3,249,679 before issuance costs resulting in a net Share Premium of £3,012,568. The issued shares
are fully paid and rank pari passu in all respects with the existing Ordinary Shares of the Company, including, without
limitation, the right to receive all dividends and other distributions declared, made, or paid after the date of issue.
21 Reserves
Details of the movements in reserves are set out in the Consolidated Statement of Changes in Equity. A description
of each reserve is set out below.
Share premium
The share premium account is used to record the aggregate amount or value of premiums paid in excess of the
nominal value of share capital issued, less deductions for issuance costs. Where an equity issuance is accounted for
using merger relief, no share premiums are recorded.
Merger reserve
The merger reserve represents the difference between carrying value of the assets and liabilities acquired under
merger accounting to the cost of investment (the fair value).
Translation reserve
Translation reserve relates to foreign exchange differences which arise on the translation of foreign operations.
Share option reserve
The Group operates share option schemes that are explained in Note 22 of these Consolidated Financial Statements.
The Group recognises the services received from eligible scheme participants as a charge through the Consolidated
Statement of Comprehensive Income, with the corresponding entry credited to the Share option reserve.
Retained earnings
Retained earnings are the accumulated undistributed profits of the Group that have been recognised through the
Consolidated Statement of Comprehensive Income, less amounts distributed to shareholders.
Ordinary shares
No.
Management shares
No.
Nominal value
£m
Authorised, allotted and paid up
At 1 January 2024
113,207,547
23,589,212
0.1
Shares issued during the year
7,221,508
-
-
At 31 December 2024
120,429,055
23,589,212
0.1
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
FINANCIAL STATEMENTS
97
22 Share-based payments
The total expense to be apportioned over the vesting period of the benefit is determined by reference to the fair
value (excluding the effect of non-market-based vesting conditions) at the date of grant.
At the end of each reporting period the assumptions underlying the number of awards expected to vest are
adjusted for the effects of non-market-based vesting conditions to reflect the conditions prevailing at that date.
The impact of any revisions to the original estimates is recognised in the Consolidated Statement of Comprehensive
Income, with a corresponding adjustment to equity. Fair value of the CSOP schemes is measured using a Black-
Scholes option pricing model. Fair Value of the Value Creation Plan is measured using a Monte Carlo Simulation.
When share options are exercised, the Group issues new shares.
CSOP
In June 2019, the Group issued 311,311 share options under Part I of an approved company share option plan (“CSOP”)
to participating employees. The share options have an exercise price of £1.06, being the IPO issue price, and vest
three years after issuance. The fair value of these options at issuance has been derived using a Black-Scholes
model, with expected volatility of 30%, based on derived volatilities of the AIM index and the similar listed entities to
the Group. The risk-free rate at the time of issuance was 0.54% for UK Government Bonds with a similar term to the
vesting period of the CSOP.
In the year to March 2021, the Group issued a total of 4,981,130 share options under Parts I, II and III of the company
share option plans (“CSOP”) to participating employees and LLP members. The share options have an exercise price
of £1.35, and vest in tranches three, four and five years after issuance. The fair value of these options at issuance has
been derived using a Black-Scholes model, with expected volatility of 34%, based on derived volatilities of the Group
and the similar listed entities to the Group. The risk-free rate at the time of issuance was 0.12% for UK Government
Bonds with a similar term to the vesting period of the CSOP.
During the year, all remaining employees that had retained their share options under the CSOP left the scheme and
surrendered their share options. Accordingly, the CSOP has been cancelled.
Movements in the number of outstanding share options during the year and their weighted average exercise prices
are shown in the following table.
The share-based payment charge in relation to the above scheme in the year ended 31 December 2024 is
£nil (31 December 2023: £nil).
31 December 2024
31 December 2023
Average exercise
price (£)
Number of options
outstanding
Average exercise
price (£)
Number of options
outstanding
At beginning of year
1.35
996,226
1.35
996,226
Granted
-
-
-
-
Forfeited
1.35
(996,226)
-
-
Exercised
-
-
-
-
At end of year
-
-
1.35
996,226
98
Argentex Group PLC Annual Report 2024
22 Share-based payments (cont.)
Value Creation Plan
In November 2022, selected employees and senior executives of the Group were issued with Growth shares in
Argentex Capital Limited. When and to the extent vested, the growth shares will be exchanged into ordinary shares
of Argentex Group PLC. The Growth shares vest in two equal tranches (A and B) over two periods. Growth A shares
vest over a 3 year and 4-month period and Growth B shares vest over a 4 year and 4-month period. The rate of
exchange is that the Growth Shares will be regarded as worth a pro rata share of the share price gain of Argentex
Group PLC above hurdle prices. Upon exchange, the number of ordinary shares in Argentex Group PLC that a Growth
shareholder will receive is such number of shares whose value is equivalent to the Group’s closing share price at the
exchange date subject to the extent that Growth shares have vested. The average weighted value of Growth shares
granted in Argentex Capital is £85.
The fair value of the Growth shares was calculated using a Monte Carlo simulation model. The model considers
historical and expected dividends and the share price volatility of the Group to predict the share performance.
When determining the fair value of awards, service and non-market performance conditions are not considered.
However, the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number
of equity instruments that will ultimately vest. Market performance conditions are reflected within the fair value. The
assumptions relating to the fair value charge include share price at grant, risk free interest rate, time to vesting and
expected share price volatility.
During the year, the Committee reviewed the Argentex Value Creation Plan (“VCP”) and concluded that it no longer
aligned with the interests of employees and shareholders. As a result, the Group lapsed all awards under the VCP
in October 2024 and the Plan was cancelled. This resulted in the immediate vesting of all unvested options and the
subsequent forfeiture of all outstanding options granted under the VCP. In accordance with IFRS 2, the cancellation
was treated as an acceleration of vesting, and the remaining unrecognised expense of £0.6m was recognised
immediately in the Consolidated Statement of Comprehensive Income. No cash or equity consideration was granted
upon the cancellation of the VCP, and the balance of the share option reserve was transferred to retained earnings.
At the end of the reporting period, there were no outstanding options under the VCP.
The total share-based payment charge of the Value Creation Plan including the accelerated vesting charge in the
year ended 31 December 2024 was £0.6m (2023: £0.5m).
The total balance of the share-based payment reserve was transferred to retained earnings following the
cancellation of the Value Creation Plan. The remaining balance at 31 December 2024 is £nil (31 December 2023: £1.0m).
23 Financial instruments
The Directors have performed an assessment of the risks affecting the Group through its use of financial instruments
and believe the principal risks to be: capital risk; credit risk; liquidity risk; and market risk, including interest rate risk
and foreign exchange risk.
31 December 2024
31 December 2023
Number of options outstanding
Number of options outstanding
Outstanding at beginning of year
18,250
20,000
Granted in year
-
-
Forfeited in year
(18,250)
(1,750)
Exercised in year
-
-
Outstanding at end of year
-
18,250
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
FINANCIAL STATEMENTS
99
23.1
Capital management
Capital risk is the risk that there are insufficient Own Funds to support the Group’s business activities and
to meet its regulatory capital requirements. Own Funds are the sum of the Group’s common equity tier 1
capital, additional tier 1 capital and tier 2 capital. The Group manages its capital to ensure that entities in
the Group will be able to continue on a going concern basis while maximising the return. Capital is repayable
in accordance with the terms set out in the partnership agreement. Management regularly reviews the
adequacy of the Group’s capital and ensures capital held remains in excess of regulatory requirements. The
Group manages its capital resources with reference to both the business and regulatory requirements. This
process also ensures there is adequate capital and liquidity to either absorb losses or to ensure there are
adequate levels to perform an orderly wind-down without causing undue harm to clients, counterparties, or
the market.
23.2
Financial risk management objectives
The Group’s principal risk management objective is to avoid financial loss and manage the Group’s working
capital requirements to continue in operations and achieve its strategic objectives.
Market risk
Market risk for the Group comprises foreign exchange risk and interest rate risk. Foreign exchange risk
arises from the exposure to changes in foreign exchange spot and forward prices and volatilities of foreign
exchange rates.
Foreign exchange risk is mitigated through the matching of foreign currency assets and liabilities between
clients and institutional counterparties which move in parity. The Group maintains non-sterling currency
balances with institutional counterparties only to the extent necessary to meet its immediate obligations with
those institutional counterparties.
Foreign exchange risk - sensitivity analysis
The Group’s significant cash balances other than those denominated in Pounds sterling are foreign currency
balances held in Euros and US Dollars.
The table below shows the impact on the Group’s operating profit of a 10% change in the exchange rate of
Euros and US Dollars against pounds sterling.
Interest rate risk affects the Group to the extent that forward foreign exchange contracts and foreign
exchange structured solutions have an implied interest rate adjustment factored into their price, which is
subject to volatility. This risk is mitigated in the same way as foreign currency risk through the matching of
foreign currency assets and liabilities between clients and institutional counterparties which move in parity.
31 December 2024
£m
31 December 2023
£m
10% weakening in the GBP/EUR exchange rate
1.9
1.1
10% strengthening in the GBP/EUR exchange rate
(1.6)
(0.9)
10% weakening in the GBP/USD exchange rate
2.1
0.7
10% strengthening in the GBP/USD exchange rate
(1.8)
(0.6)
100
Argentex Group PLC Annual Report 2024
23.2
Financial risk management objectives (cont.)
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group
has extensive controls to ensure that it has sufficient cash or working capital to meet the cash requirements of the
Group in order to mitigate this risk. The Group monitors its liquidity requirement daily, and the Group stress tests its
liquidity position to review the sufficiency of its liquidity in stressed market scenarios. It is management’s responsibility
to set appropriate limits to the liquidity risk appetite of the Group, as well as ensuring that a robust system of internal
controls is implemented and enforced. The table below summarises the maturity profile of the Group’s derivative
financial assets and liabilities based on contractual undiscounted payments.
Derivative financial assets at balance sheet date by contractual maturity
The following table details the profile of the Group’s derivative financial assets. The amounts are based on the
undiscounted cashflows based on the earliest date on which the contractual cashflows are due to the Group.
Derivative financial liabilities at balance sheet date by contractual maturity
The following table details the profile of the Group’s derivative financial liabilities. The amounts are based on the
undiscounted cashflows based on the earliest date on which the Group can be required to pay.
Other financial liabilities
The table below summarises the maturity profile of the Group’s other financial liabilities based on contractual
(undiscounted) payments.
31 December 2024
0-3 months
£m
3-6 months
£m
6-12 months
£m
12 months +
£m
Total
£m
Derivative financial assets
1,205.4
688.7
700.4
370.5
2,965.0
31 December 2024
0-3 months
£m
3-6 months
£m
6-12 months
£m
12 months +
£m
Total
£m
Derivative financial liabilities
1,201.7
685.2
696.3
365.7
2,948.9
31 December 2023
0-3 months
£m
3-6 months
£m
6-12 months
£m
12 months +
£m
Total
£m
Derivative financial assets
1,072.7
585.1
716.1
492.4
2,866.3
31 December 2023
0-3 months
£m
3-6 months
£m
6-12 months
£m
12 months +
£m
Total
£m
Derivative financial liabilities
1,068.0
581.9
710.1
487.7
2,847.7
31 December 2024
Up to 1 year
£m
1 year +
£m
Total
£m
Amounts payable to clients
30.3
-
30.3
Other payables
10.5
0.5
11.0
Lease liabilities
1.9
11.7
13.6
42.7
12.2
54.9
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
FINANCIAL STATEMENTS
101
23.2
Financial risk management objectives (cont.)
Credit risk
The failure of a client to settle a contracted trade carries the risk of loss equal to the prevailing fair value of the
trade. The Group employs rigorous procedures and ongoing monitoring to mitigate this risk and ensure that client risk
exposures fit within the Group’s risk appetite. Before accepting any new client, a dedicated team responsible for the
determination of credit risk, assess the potential client’s credit quality and assigns a credit limit. Limits and scoring
attributed to customers are reviewed on an ongoing basis. Individual counterparty exposures are monitored against
assigned limits by the Risk function to ensure appropriate escalation and mitigating action is taken.
Credit approvals and other monitoring procedures are also in place to ensure that follow-up action is taken to
recover overdue debts. Furthermore, the Group reviews the recoverable amount of trade debtors at the end of
the reporting period to ensure that adequate loss allowance is made for irrecoverable amounts. In this regard, the
Directors of the Group consider that the Group’s credit risk is significantly reduced. Trade receivables consist of a
large number of clients, spread across diverse industries and geographical areas.
Management review financial and regulatory disclosures of the Group’s institutional counterparties to ensure its
cash balances and derivative assets are maintained with creditworthy financial institutions. The Group does not
have any significant concentration of exposures within its client base. At institutional counterparty level, trade
volumes and trading cash balances are concentrated to a small selection of institutional counterparties. A degree
of concentration is necessary for the Group to command strong pricing and settlement terms with these institutions
and is not considered a material risk to the Group.
23.3
Categories of financial instruments
The Group operates as a deliverable foreign exchange broker therefore financial instruments are significant to
its financial position and performance. Where the Group enters into a foreign exchange contract for a client, a
matching deal is immediately executed with one of the Group’s institutional counterparties.
The table below sets out the Group’s financial instruments by class.
31 December 2023
Up to 1 year
£m
1 year +
£m
Total
£m
Amounts payable to clients
14.7
-
14.7
Other payables
10.9
-
10.9
Lease liabilities
1.7
13.6
15.3
27.3
13.6
40.9
31 December 2024
£m
31 December 2023
£m
Financial asset instruments
Measured at FVTPL
Non-current
Derivative financial assets
13.6
9.8
Current
Derivative financial assets
58.1
38.9
Total derivative financial assets
71.7
48.7
102
Argentex Group PLC Annual Report 2024
Derivative financial assets and derivative financial liabilities include derivative transactions with banking
counterparties. The transactions are subject to ISDA (International Swaps and Derivatives Association) Master
Agreements and similar master agreements which provide a legally enforceable right to offset under certain
conditions. These derivative financial instruments have not been offset in the Consolidated Statement of
Financial Position but are presented separately in the table below. These derivatives are subject to collateral
and margin calls by banking counterparties and the amounts are disclosed in Note 17.
31 December 2024
£m
31 December 2023
£m
Measured at amortised cost
Amounts payable to clients
(30.3)
(14.7)
Other creditors
(8.0)
(8.7)
Amounts due to members and former members of Argentex LLP
-
(0.4)
Accruals (excluding non-financial instruments)
(2.5)
(1.7)
Lease liabilities
(10.6)
(11.5)
Non-derivative financial liabilities
(51.4)
(37.0)
31 December 2024
£m
31 December 2023
£m
Amounts with counterparties subject to Master Netting agreements:
Derivative financial assets
39.2
27.1
Derivative financial liabilities
31.5
17.8
31 December 2024
£m
31 December 2023
£m
Financial liability instruments
Measured at FVTPL
Non-current
Derivative financial liability
(9.0)
(5.8)
Current
Derivative financial liability
(46.7)
(23.6)
Total derivative financial liabilities
(55.7)
(29.4)
31 December 2024
£m
31 December 2023
£m
Measured at amortised cost
Current
Cash and cash equivalents
48.7
33.0
Other assets
18.6
10.5
Non- current
Other assets
0.1
-
Total amortised cost assets
67.4
43.5
23.3
Categories of financial instruments (Cont.)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
FINANCIAL STATEMENTS
103
23.4
Overview of the Group’s exposure to credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations in relation to financial
derivative assets resulting in financial loss to the Group. As at 31 December 2024, the Group’s maximum exposure
to credit risk without taking into account any collateral held or other credit enhancements, which will cause a
financial loss to the Group due to failure to discharge an obligation by the counterparties arises from the carrying
amount of the respective recognised financial assets as stated in the Consolidated Statement of Financial Position.
If deemed appropriate, the Group will make a valuation adjustment to the estimated fair value of a financial
instrument. In the year, the Group included a CVA of £1.1m (2023: £0.5m) to represent the credit risk inherent
in the fair value of derivative financial instruments. In the opinion of the Directors, the carrying amount of the
Group’s financial assets best represents the maximum exposure.
The carrying amount of the Group’s financial assets at FVTPL as disclosed in Note 24 best represents their
respective maximum exposure to credit risk. Note 23.6 details the Group’s credit risk management policies.
23.5
Counterparty risk
The Group relies on third party institutions in order to trade and clear settlement funds through client accounts.
To reduce counterparty credit risk to acceptable levels, the Group only trades with institutional counterparties
with robust balance sheets, high credit ratings and sound capital resources (as disclosed in accordance with
the CRR and CRD IV of Basel III) and monitors the creditworthiness of institutional counterparties on an ongoing
basis. The Group’s business continuity procedures have established trading and settlement lines with several
institutional counterparties to mitigate counterparty risk.
23.6
Credit risk management
Note 23.4 details the Group’s exposure to credit risk and the measurement bases used to determine expected
credit losses.
The Group undertakes continuous robust credit analysis before setting and varying trading limits and accepting
trades from each client. All open positions are monitored automatically in real time and if deemed necessary
collateral (in the form of cash deposits) is taken from clients to mitigate the Group’s exposure to credit risk.
24 Fair value measurements
This note provides information about how the Group determines fair values of various financial assets and
financial liabilities.
24.1
Fair value of the Group’s financial assets and financial liabilities that are measured at fair value on a
recurring basis
Some of the Group’s financial assets and financial liabilities are measured at fair value at the end of each
reporting period. The following table gives information about how the fair values of these financial assets and
financial liabilities are determined (in particular, the valuation technique(s) and inputs used).
Level 1: The fair value of financial instruments traded in active markets is based on quoted market prices at the
end of the reporting period. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using
valuation techniques which maximise the use of observable market data and rely as little as possible on
entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the
instrument is included in level 2.
104
Argentex Group PLC Annual Report 2024
24.2
Fair value of financial assets and financial liabilities that are not measured at fair value
The Directors consider that the carrying amounts of financial assets and financial liabilities recognised in the
Consolidated Financial Statements are a reasonable approximation of their fair value.
25 Related party transactions
As at 31 December 2024, no material related transactions require further disclosure.
26 Contingent liabilities
As at 31 December 2024 there were no capital commitments or contingent liabilities (2023: none). The Group has an
outstanding Employment Tribunal claim from a former Director. The Group is contesting the claim and has assessed
the likelihood of an outflow settlement as remote.
27 Controlling party
In the opinion of the Directors there is no ultimate controlling party of Argentex Group PLC.
28 Events after the reporting date
There are no material events after the reporting period that require disclosure.
Financial assets/
financial liabilities
Fair value as at
Fair value
hierarchy
Valuation technique(s) and key input(s)
31 December
2024
31 December
2023
Foreign exchange
forward and option
contracts
Assets
£71.7m;
and
Liabilities
£55.7m
Assets
£48.7m;
and
Liabilities
£29.4m
Level 2
The price that would be received to sell
an asset or paid to transfer a liability in
an orderly transaction between market
participants at the measurement date.
The fair value of foreign exchange
forward and option contracts is
measured using observable market
information provided by third party
market data providers. Future cashflows
are estimated based on forward
exchange rates and contract rates,
discounted to reflect maturity.
24.1
Fair value of the Group’s financial assets and financial liabilities that are measured at fair value on a
recurring basis (Cont.)
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is
included in level 3.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
FINANCIAL STATEMENTS
105
FINANCIAL STATEMENTS
Company Statement of Financial Position
as at 31 December 2024
Note
31 December
2024
£m
31 December
2023
£m
Non-current assets
Investment in subsidiaries
6
60.8
61.8
Total non-current assets
60.8
61.8
Current assets
Trade and other receivables
7
5.4
6.0
Total current assets
5.4
6.0
Current liabilities
Other payables
8
(1.1)
(5.1)
Total current liabilities
(1.1)
(5.1)
Net assets
65.1
62.7
Equity
Share capital
9
0.1
0.1
Share premium
10
15.7
12.7
Share option reserve
10
-
1.0
Merger reserve
10
45.5
45.5
Retained earnings
10
3.8
3.4
Total Equity
65.1
62.7
Under section s408 of the Companies Act 2006 the Company is exempt from the requirement to present its own Income
Statement. The trading loss for the year was £(1.2)m (December 2023: profit £2.6m).
The financial statements of Argentex Group PLC were approved by the Board of Directors on 02 April 2025 and were
signed on its behalf by:
Guy Rudolph
Registered number 11965856
106
Argentex Group PLC Annual Report 2024
Share
capital
£m
Share
premium
£m
Share
option
reserve
£m
Merger
reserve
£m
Retained
earnings
£m
Total
equity
£m
Balance at 1 January 2023
0.1
12.7
0.5
106.0
4.2
123.5
Total comprehensive loss for the year
-
-
-
-
(57.9)
(57.9)
Transactions with owners:
- Dividends paid
-
-
-
-
(3.4)
(3.4)
- Share-based payments charge
-
-
0.5
-
-
0.5
- Transfer between reserves
-
-
-
(60.5)
60.5
-
Balance at 31 December 2023
0.1
12.7
1.0
45.5
3.4
62.7
Total comprehensive loss for the year
-
-
-
-
(1.2)
(1.2)
Transactions with owners:
- Issue of share capital
-
3.0
-
-
-
3.0
- Share-based payments charge
-
-
0.6
-
-
0.6
- Share scheme cancellation
-
-
(1.6)
-
1.6
-
Balance at 31 December 2024
0.1
15.7
-
45.5
3.8
65.1
FINANCIAL STATEMENTS
Company Statement of Changes in Equity
for the year ended 31 December 2024
FINANCIAL STATEMENTS
107
NOTES TO THE COMPANY FINANCIAL STATEMENTS
1. Basis of preparation
Argentex Group PLC (“the Company”) is a public limited company, limited by shares, incorporated and domiciled in
England and Wales. The address of the registered office is 25 Argyll Street, London, W1F TU.
The Company meets the definition of a qualifying entity under Financial Reporting Standard (“FRS”) 100. The financial
statements of Argentex Group PLC have been prepared in accordance with Financial Reporting Standard 101,
‘Reduced Disclosure Framework’ (FRS 101) as issued by the Financial Reporting Council and the Companies Act 2006
as applicable to companies using FRS 101.
The financial statements have been prepared on a going concern basis and under the historical cost convention.
The financial statements are presented in pounds sterling (£), which is the currency of the primary economic
environment in which the Company operates.
Disclosure exemptions adopted
The following exemptions from the requirements of IFRS have been applied in the preparation of these financial
statements, in accordance with FRS 101:
– Paragraphs 45(b) and 46 to 52 of IFRS 2, ‘Share-based payment’ (details of the number and weighted average
exercise prices of share options, and how the fair value of goods or services received was determined).
– IFRS 7, ‘Financial instruments: Disclosures’.
– Paragraphs 91 to 99 of IFRS 13, ‘Fair value measurement’ (disclosure of valuation techniques and inputs used for
fair value measurement of assets and liabilities).
– The following paragraphs of IAS 1, ‘Presentation of financial statements’:
– 10(d) (statement of cash flows);
– 16 (statement of compliance with all IFRS);
– 111 (statement of cash flows information); and
– 134–136 (capital management disclosures).
– IAS 7, ‘Statement of cash flows’.
– Paragraph 17 of IAS 24, ‘Related party disclosures’ (key management compensation).
– The requirements in IAS 24, ‘Related party disclosures’, to disclose related party transactions entered into
between two or more members of a group.
2. Material accounting policies
The material accounting policies adopted are consistent with those set out in Note 2 to the Consolidated Financial
Statements in addition to the policies noted below for Company only.
Investments in subsidiary undertakings
Unlisted investments in subsidiary undertakings are stated at cost (being their fair value at acquisition) less any
provisions for impairment. A review for impairment is carried out if events or changes in circumstances indicate that
the carrying amount may not be recoverable, in which case an impairment provision is recognised and charged
to the Income Statement. To the extent applicable, balances in the Merger Reserve will be recycled into Retained
Earnings to correspond with any impairment charge.
3. Critical accounting estimates and judgements
The preparation of the financial statements in conformity with the generally accepted accounting practices requires
management to make estimates and judgements that affect the reported amounts of assets and liabilities as well
as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenue
and expenses during the reporting period.
108
Argentex Group PLC Annual Report 2024
Carrying value of investments in subsidiaries
The carrying value of investments in subsidiaries are initially recorded at cost (being the fair value at acquisition) and
subsequently measured at cost less provision for impairment. The Directors have reviewed all forecast and budgetary
information available to them and have deemed there to be no objective evidence for impairment.
4. Auditor’s remuneration
The auditor’s remuneration for audit and other services is disclosed in Note 7 to the Consolidated Financial
Statements.
5. Directors’ emoluments
Disclosures in the company financial statements reflect costs to the Company only. The Remuneration Committee
report contains relevant information on Directors’ remuneration for the Group.
6. Investment in subsidiaries
Year ended
31 December 2024
No.
Year ended
31 December 2023
No.
Executive and non-executive directors
8
6
£m
£m
Costs for the above persons were:
2.0
0.4
Cost
£m
At 1 January 2023
120.1
Additions
2.2
Impairment of investment in subsidiary
(60.5)
At 31 December 2023
61.8
Additions
0.6
Share option scheme cancellation
(1.6)
At 31 December 2024
60.8
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
109
Details of the Company’s subsidiaries, which are all included in the Consolidated Financial Statements of the Group,
are as follows:
All subsidiaries undertakings are 100% owned either directly or indirectly owned by the Company.
7.
Trade and other receivables
The Directors consider that the carrying amount of trade and other receivables is a reasonable approximation of
their fair value. All trade and other receivables are short term.
Name of undertaking
Nature of business
Country of
incorporation
Address
Directly held
Argentex Capital Limited
Holding company
England
25 Argyll Street, London,
W1F 7TU
Argentex B.V.
Foreign exchange broking
The Nether-
lands
Herengracht 54 , Amsterdam,
The Netherlands
Argentex PTY Ltd
Foreign exchange broking
Australia
Level 27, 120 Collins Street,
Melbourne Vic 3000
Argentex (DIFC) Ltd
Foreign exchange broking
United Arab
Emirates
Unit 606
Innovation One,
Dubai international financial
centre,
Dubai, UAE
Indirectly held
Argentex LLP
Foreign exchange broking
England
25 Argyll Street, London,
W1F 7TU
Argentex Foreign Exchange Limited
Holding company
England
25 Argyll Street, London,
W1F 7TU
Argentex Technologies Limited
Platform development
England
25 Argyll Street, London,
W1F 7TU
31 December 2024
£m
31 December 2023
£m
Other receivables
0.1
0.1
Amounts due from group companies
5.3
5.9
Trade and other receivables
5.4
6.0
110
Argentex Group PLC Annual Report 2024
8. Other payables
The Directors consider that the carrying amount of trade and other payables is a reasonable approximation of their
fair value. All trade and other payables amounts are short-term.
9. Share Capital
The details of the Company’s share capital is disclosed in Note 20 of the Consolidated Financial Statements.
10. Reserves
Details of the movements in reserves are set out in the Company Statement of Changes in Equity. A description of each
reserve is set out below.
Share premium
The share premium account is used to record the aggregate amount or value of premiums paid in excess of the
nominal value of share capital issued, less deductions for issuance costs. Where an equity issuance is accounted for
using merger relief, no share premiums are recorded.
Share option reserve
The Company historically operated a share option scheme that is explained in Note 22 of the Consolidated Financial
Statements. The scheme was cancelled in the year, resulting in the immediate vesting of all unvested options and the
subsequent forfeiture of all outstanding options granted under this, for which the treatment, in accordance with IFRS 2,
is outlined in Note 22 of the Consolidated Financial Statements.
Merger reserve
The merger reserve represents the difference between the cost of the investment (being the fair value at acquisition)
and the nominal value of shares being issued. In 2019, the Company acquired the entire issued share capital of
Argentex Capital Limited via a share-for-share exchange. Subsequent to the acquisition, the Company invested a
further £12.0m in the form of new shares in Argentex Capital Limited, which was then used to increase the equity capital
of Argentex LLP, a subsidiary of Argentex Capital Limited. The share-for-share exchange qualified for merger relief in
accordance with the Companies Act 2006, and a merger reserve of £106.0m was created on the issue of 76,410,788
ordinary shares.
In the prior year, the merger reserve was reduced by £60.5m following an assessment of the carrying value of the
investments in subsidiaries under IAS 36.
Retained earnings
Retained earnings are the accumulated undistributed profits of the Company that have been recognised through the
Company Income Statement, less amounts distributed to shareholders.
The Directors declared no dividend in the year. In the prior year, the Directors declared an interim dividend of 0.75p per
ordinary share for the year to 31 December 2023 amounting to £849,056.60 which was paid in the prior year.
11. Events after the Reporting Date
In January 2025, the Company invested £1.7m in its wholly owned subsidiary Argentex (DIFC) Ltd.
31 December 2024
£m
31 December 2023
£m
Trade and other payables
1.1
0.2
Amounts owed to group undertakings
-
4.9
Other payables
1.1
5.1
NOTES TO THE COMPANY FINANCIAL STATEMENTS
111
FINANCIAL STATEMENTS
112
Argentex Group PLC Annual Report 2024
The “Company”, the “Group”, the “Firm” the “Business” and “Argentex” are used interchangeably to represent the
consolidated group “Argentex Group PLC” that trades on the London Stock Exchange’s AIM market.
AGM – Annual General Meeting.
AGP – Argentex Global Platform.
ARC – Audit & Risk Committee, helps Argentex function
according to good governance, accounting, auditing and
risk management standards.
CAGR – Compound annual growth rate.
CASS – The FCA’s Client Assets Sourcebook (“CASS”)
provides rules for firms to follow whenever the firm holds or
controls client money or safe custody assets. CASS helps
ensure the safety of client money and assets if a firm fails
and leaves the market.
CBS – Central Bureau for Statistics (Dutch ONS).
CCO – Chief Commercial Officer, Daniel Ross.
CCRO – Chief Compliance & Risk Officer, David Winney.
CEO – Chief Executive Officer, Jim Ormonde.
CFO – Chief Finance Officer, Guy Rudolph.
COO – Chief Operating Officer, Tim Rudman.
CPO – Chief People Officer, Chrissie Humphrey.
CROC – Argentex’s Compliance & Risk Oversight Committee.
CSOP – Company Share Option Plan.
CVA – Credit Valuation Adjustment, is a financial process
that values, prices, and hedges counterparty credit risk.
DFSA – Dubai Financial Services Authority.
Directors – Individuals who hold either Executive or Non-
Executive positions on the Board of Argentex Group PLC.
ERP – Enterprise Resource Planning, is software designed to
manage and integrate the functions of core business
processes like finance in a single system.
FCA – The Financial Conduct Authority, the regulatory body
that authorises Argentex to perform specific functions such
as issuing Electronic Money, making remittances and buying
and selling options for its clients.
FCF – Free Cash Flow: Operating cash flow less tax paid in
the year.
Forward – An FX trade that fixes the exchange rate on a set
amount of currency and is expected to be settled more than
two business days following agreement of the trade.
FTE – Full Time Employee.
FVTPL – Fair Value Through Profit or Loss.
FX Turnover – The notional value of currencies bought or sold
with Argentex by its clients, expressed in pound sterling.
GDP – Gross Domestic Product.
ICARA – Internal Capital Adequacy and Risk Assessment: The
ICARA process is the collective term for the internal systems
and controls that a firm must operate to identify and
manage potential material harms that may arise from the
operation of its business.
IPO – Initial public offering of shares in Argentex Group PLC,
which began trading on the London Stock Exchange’s AIM on
25 June 2019.
KPIs – Key Performance Indicators, a quantifiable measure of
performance over time for a specific objective.
KRIs – Key Risk Indicators, a metric that measures the
likelihood of a risk occurring. KRIs are used to identify and
monitor potential threats to an organisation’s success.
LoD – Lines of Defence, this model provides guidance for
effective risk management and governance with each of
the three lines playing a distinct role within the Company’s
control environment.
LTIP – A plan that aims to provide incentives to employees
over the long term.
Glossary
OTHER INFORMATION
FINANCIAL STATEMENTS
113
FINANCIAL STATEMENTS
QCA Code – Quoted Companies Alliance’s Corporate
Governance Code, is a flexible set of principles designed to
help growing companies run better, for their staff, investors,
partners and the wider stakeholder community.
RCSA – Risk Control Self Assessment: The RCSA involves the
identification and assessment of the firm's risks and controls.
Revenue – The total amount of income in pound sterling
generated through business operations during the financial
period.
Risk Framework – A risk management framework allows a
company to identify risks, as well as measure, report on, and
set systems in place to manage and limit those risks.
Riskless Principal – The type of firm Argentex is, where each
individual client trade is matched with a corresponding
trade with one of the institutional counterparties available
to the Company.
SECR – Streamlined Energy and Carbon Reporting is a UK
policy that requires certain organisations to report their
energy use and greenhouse gas (GHG) emissions.
SID – A Senior Independent Director (SID) acts as a key point
of contact for shareholders, supports the Chair, and
provides an independent perspective to the board.
Spot – An FX trade between two parties, who exchange
currencies within two business days following the agreement
of the trade.
Spread – The difference between the exchange rate
Argentex achieves in its trade with its institutional
counterparty and the rate it passes on to its client.
Structured Solutions – Structured financial derivatives, used
by a subsection of Argentex’s clients for hedging rates on a
known amount of currency on a specified date in the future.
Used instead of a forward contract, a structured solutions
contract may provide the potential for achieving a rate
better than that available in a standard forward contract.
Year-end/Period end – 31 December.
114
Argentex Group PLC Annual Report 2024
General shareholder enquiries relating to shareholdings, such as the transfer of Shares, change of name or address, lost
Share certificates or dividend cheques, should be referred to the Company’s registrar at:
Computershare Investor Services PLC
The Pavilions, Bridgewater Road,
Bristol, BS13 8AE
SHAREHOLDER ENQUIRIES
investorrelations@argentex.com
FINANCIAL CALENDAR
31 December 2024 – Financial year end
02 April 2025
– Period results announcement
11 June 2025
– AGM
30 June 2025
– Half year end
September 2025
– Half year results announcement
31 December 2025
– Financial year end
Shareholder
Information
OTHER INFORMATION
FINANCIAL STATEMENTS
115
Company
Information
https://www.argentex.com/
REGISTERED OFFICE
Argentex Group PLC
25 Argyll Street,
London, W1F 7TU
T: +44 (0)20 3772 0300
COMPANY NUMBER
11965856
COMPANY SECRETARY
Alethia McDonald
Argentex Group PLC
LEGAL ADVISERS
Gowling WLG (UK) LLP
4 More London Riverside,
London, SE1 2AU
AUDITORS
Deloitte LLP
1 New Street Square
London, EC4A 3HQ
BANK
Barclays
1 Churchill Place, Canary Wharf,
London, E14 5HP
NOMINATED ADVISOR AND
BROKER
Singer Capital Markets
1 Bartholomew Lane,
London, EC2N 2AX
REGISTRAR
Computershare Investor Services PLC
The Pavilions, Bridgewater Road,
Bristol, BS13 8AE
FINANCIAL PUBLIC RELATIONS
Teneo
The Carter Building, 11 Pilgrim Street,
London, EC4V 6RN
116
Argentex Group PLC Annual Report 2024
Notice is hereby given that the annual general meeting (“AGM”) of Argentex Group plc
(the “Company”) will be held at the offices of Gowling WLG, 4 More London Riverside,
London, SE1 2AU on 11 June 2025 at 11.00 a.m. for the purpose of considering and, if
thought fit, passing the following resolutions (which will be proposed, in the case of
resolutions 1 to 13 as ordinary resolutions and resolutions 14 and 15 as special resolutions):
Argentex Group plc
(Incorporated and registered in England and Wales with registered number 11965856)
ORDINARY BUSINESS
Ordinary Resolutions
1. To receive and adopt the Annual Report and Accounts
of the Company for the financial year ended 31
December 2024 together with the Directors’ Report
and Auditors’ Report thereon.
2. To approve the Directors’ Remuneration Report for the
financial year ended 31 December 2024.
3. That Nigel Railton, who retires as a Director in
accordance with the Articles of Association (the
“Articles”) and being eligible to do so offers himself for
re-election as a Director, be elected as a Director of
the Company.
4. That Jonathan Gray, who retires as a Director in
accordance with the Articles and being eligible to
do so offers himself for re-election as a Director, be
elected as a Director of the Company.
5. That Tim Haldenby, who retires as a Director in
accordance with the Articles and being eligible to
do so offers himself for re-election as a Director, be
elected as a Director of the Company.
6. That Henry Beckwith, who retires as a Director in
accordance with the Articles and being eligible to
do so offers himself for re-election as a Director, be
elected as a Director of the Company.
7. That Jim Ormonde, who retires as a Director in
accordance with the Articles and being eligible to
do so offers himself for re-election as a Director, be
elected as a Director of the Company.
8. That Guy Rudolph, who retires as a Director in
accordance with the Articles and being eligible to do
so offers himself for election as a Director, be elected
as a Director of the Company.
9. That Rina Ladva, who retires as a Director in
accordance with the Articles and being eligible to do
so offers herself for election as a Director, be elected
as a Director of the Company.
10. That Jeffrey Parker, who retires as a Director in
accordance with the Articles and being eligible to do
so offers himself for election as a Director, be elected
as a Director of the Company.
11. To re-appoint Deloitte LLP as auditors of the
Company to hold office from the conclusion of this
meeting until the conclusion of the next annual
general meeting of the Company at which the
Company’s accounts are laid.
12. To authorise the Directors to determine the amount of
the auditors’ remuneration.
ANNUAL GENERAL MEETING
Notice of Annual
General Meeting
FINANCIAL STATEMENTS
117
SPECIAL BUSINESS
Ordinary Resolution
13. That the Directors be and are hereby generally and
unconditionally authorised pursuant to section 551
of the Companies Act 2006 (the “Act”) to exercise
all powers of the Company to allot shares in the
Company and to grant rights to subscribe for or
convert any security into shares in the Company
up to an aggregate nominal amount of £1,204.29
(equating to 12,042,905 ordinary shares of £0.0001
each (“Ordinary Shares”) and representing 10 per cent.
of the ordinary share capital of the Company as at
01 April 2025) provided that this authority shall expire
(unless renewed, varied or revoked by the Company
in general meeting) on the earlier of the conclusion of
the next annual general meeting of the Company and
30 June 2026 save that the Company shall be entitled
to make, prior to the expiry of such authority, any offer
or agreement which would or might require shares to
be allotted or rights to subscribe for or convert any
security into shares to be granted after the expiry of
such authority and the Directors may allot shares or
grant rights to subscribe for or convert securities into
shares in pursuance of such offer or agreement as if
the authority conferred hereby had not expired. The
authority granted by this resolution shall replace all
existing authorities to allot any shares in the Company
and to grant rights to subscribe for or convert any
security into shares in the Company previously granted
to the Directors pursuant to section 551 of the Act.
Special Resolutions
14. That, subject to the passing of resolution no. 13, the
Directors be and are hereby empowered pursuant
to sections 570 and 573 of the Act to allot equity
securities (as defined in section 560 of the Act) for cash
either pursuant to the authority conferred by resolution
no. 13 above or by way of sale of treasury shares
as if section 561(1) of the Act did not apply to such
allotment, provided that this power shall be limited to:
(a) the allotment of equity securities in connection with
an offer of, or invitation to apply for, equity securities:
(i) to the holders of Ordinary Shares in proportion (as
nearly as may be practicable) to their respective
holdings; and
(ii) to holders of other equity securities as required
by the rights of those securities or as the Directors
otherwise consider necessary,
but subject to such exclusions or other arrangements
as the Directors may deem necessary or expedient
in relation to treasury shares, fractional entitlements,
record dates, legal or practical problems in or under
the laws of any territory or the requirements of any
regulatory body or stock exchange; and
(b) the allotment (otherwise than pursuant to paragraph
(a)) and/or transfer of equity securities up to an
aggregate nominal amount of £1,204.29 (equating to
12,042,905 Ordinary Shares and representing 10 per
cent. of the Ordinary Share capital of the Company as
at 01 April 2025), provided that this authority shall expire
(unless renewed, varied or revoked by the Company
in general meeting) on the earlier of the conclusion of
the next annual general meeting of the Company and
30 June 2026 save that the Company shall be entitled
to make, prior to the expiry of such authority, offers
or arrangements which would or might require equity
securities to be allotted and/or transferred after such
expiry, and the Directors may allot and/or transfer
equity securities in pursuance of any such offer or
agreement as if the power conferred by this resolution
had not expired. The authority granted by this
resolution shall replace all existing authorities previously
granted to the Directors to allot equity securities for
cash or by way of a sale of treasury shares as if section
561(1) of the Act did not apply.
15. That the Company be authorised generally and
unconditionally, in accordance with section 701 of the
Act, to make market purchases (within the meaning
of section 693(4) of the Act) of Ordinary Shares
provided that:
(a) the maximum number of Ordinary Shares that may
be purchased is 12,042,905 representing 10 per
cent. of the issued Ordinary Share capital of the
Company as at 01 April 2025;
(b) the minimum price which may be paid for an
Ordinary Share is £0.0001; and
(c) the maximum price which may be paid for an
Ordinary Share is the higher of: (i) five per cent.
above the average of the mid-market value of the
Ordinary Shares for the five business days before
the purchase is made; and (ii) the higher of the
last independent trade and the highest current
independent bid for any number of Ordinary
Shares on the trading venue where the purchase
is carried out.
118
Argentex Group PLC Annual Report 2024
The authority conferred by this resolution will expire on
the earlier of the conclusion of the next annual general
meeting of the Company and 30 June 2026 save that the
Company may, before the expiry of the authority granted
by this resolution, enter into a contract to purchase
Ordinary Shares which will or may be executed wholly or
partly after the expiry of such authority.
By order of the Board of Directors
Alethia McDonald
Company Secretary of Argentex Group plc
02 April 2025
Registered Office: 25 Argyll Street, London, W1F 7TU, United
Kingdom
NOTES:
Proxies
1. A member is entitled to appoint a proxy to exercise
all or any of the member’s rights to attend, speak and
vote at the AGM. A proxy need not be a member of the
Company.
2. You can vote either:
a. by logging on to www.investorcentre.co.uk/eproxy
and following the instructions; You will be asked
to enter a Control Number, Shareholder Reference
Number (SRN) and PIN, all of which can be found on
the hard-copy form of proxy or on the electronic
copy sent via email where members have signed up
to Ecomms.
b. whilst shareholders are being encouraged to
appoint their proxy and submit their votes online, a
hard copy form of proxy is enclosed with this notice
where members have requested paper copies. Forms
of proxy may also be obtained on request from the
registrars, Computershare Investor Services PLC by
sending a request to The Pavilions, Bridgwater Road,
Bristol BS99 6ZY or by telephone 0370 707 1384.
Calls outside the United Kingdom will be charged
at the applicable international rate. Lines are open
between 08.30 – 17.30, Monday to Friday excluding
public holidays in England and Wales; or
c. in the case of CREST members, by utilising the
CREST electronic proxy appointment services in
accordance with the procedures set out below.
3. In order to be valid any form of proxy or other
instrument appointing a proxy must be returned duly
completed by no later than 48 hours before the time
of the Annual General Meeting (excluding nonworking
days). The form of proxy must be received by
Computershare Investor Services PLC at The Pavilions,
Bridgwater Road, Bristol, BS99 6ZY (only if posting a
hard copy form). Submission of a proxy appointment
will not preclude a member from attending and voting
at the AGM should they wish to do so.
4. A shareholder may appoint more than one proxy
in relation to the AGM provided that each proxy is
appointed to exercise the rights attached to a different
share or shares held by that shareholder.
5. To direct your proxy on how to vote on the resolutions,
mark the appropriate box on your form of proxy with
ANNUAL GENERAL MEETING
FINANCIAL STATEMENTS
119
an ‘X’. To abstain from voting on a resolution, select
the relevant “Vote withheld” box. A vote withheld is not
a vote in law, which means that the vote will not be
counted in the calculation of votes for or against the
resolution. If no voting indication is given your proxy
will vote or abstain from voting at his or her discretion.
Your proxy will vote (or abstain from voting) as he or
she thinks fit in relation to any other matter which is
put before the AGM.
6.
Any power of attorney or any other authority under
which your form of proxy is signed (or a duly certified
copy of such power or authority) must be returned to
the registered office with your form of proxy.
7.
CREST members who wish to appoint a proxy
or proxies through the CREST electronic proxy
appointment service may do so for the AGM and any
adjournment(s) thereof by using the procedures
described in the CREST Manual (available via
www.euroclear.com). CREST Personal Members or
other CREST sponsored members, and those CREST
members who have appointed a voting service
provider(s), should refer to their CREST sponsor or
voting service provider(s), who will be able to take the
appropriate action on their behalf.
8.
In order for a proxy appointment or instruction made
using the CREST service to be valid, the appropriate
CREST message (a “CREST Proxy Instruction”) must be
properly authenticated in accordance with Euroclear’s
specifications and must contain the information
required for such instructions, as described in the
CREST Manual. The message, regardless of whether it
constitutes the appointment of a proxy or an
amendment to the instruction given to a previously
appointed proxy must, in order to be valid, be
transmitted so as to be received by the Company’s
agent ID (3RA50) by the latest time(s) for receipt of
proxy appointments specified in this notice of AGM.
For this purpose, the time of receipt will be taken to be
the time (as determined by the timestamp applied to
the message by the CREST Applications Host) from
which the Company’s agent is able to retrieve the
message by enquiry to CREST in the manner
prescribed by CREST. After this time any change of
instructions to proxies appointed through CREST
should be communicated to the appointee through
other means.
9.
CREST members and, where applicable, their CREST
sponsors or voting service provider(s) should note that
Euroclear does not make available special procedures
in CREST for any particular messages. Normal system
timings and limitations will therefore apply in relation
to the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned to take
(or, if the CREST member is a CREST personal member
or sponsored member or has appointed a voting
service provider(s), to procure that his or her CREST
sponsor or voting service provider(s) take(s)) such
action as shall be necessary to ensure that a message
is transmitted by means of the CREST system by any
particular time. In this connection, CREST members
and, where applicable, their CREST sponsors or voting
service provider(s) are referred, in particular, to those
sections of the CREST Manual concerning practical
limitations of the CREST system and timings.
10. The Company may treat as invalid a CREST Proxy
Instruction in the circumstances set out in Regulation
35(5)(a) of the Uncertificated Securities Regulations
2001 (as amended).
Thresholds and entitlement to vote
11. To be passed, ordinary resolutions require a majority
in favour of the votes cast and special resolutions
require a majority of not less than 75% of members who
vote in person or by proxy at the meeting. On a show
of hands every shareholder who is present in person
(or being a company is present by a representative
not himself, a shareholder) and who is allowed to
vote at a general meeting shall have one vote. Upon
a poll every member holding Ordinary Shares who is
present in person or by proxy (or being a company is
represented) shall have one vote for every Ordinary
Share of which he is the registered holder.
12. The Company, pursuant to Regulation 41 of the
Uncertificated Securities Regulations 2001 (as
amended), specifies that only those members
registered in the Register of Members of the Company
at the close of business on 09 June 2025 (or if the AGM
is adjourned, members entered on the Register of
Members of the Company no later than two working
days before the time fixed for the adjourned AGM)
shall be entitled to attend, speak and vote at the
AGM in respect of the number of Ordinary Shares
registered in his or her name at that time. Changes to
entries on the Register of Members of the Company
after the close of business on 09 June 2025 (or if the
AGM is adjourned, members entered on the Register of
Members of the Company no later than two working
days before the time fixed for the adjourned AGM)
shall be disregarded in determining the rights of any
person to attend, speak or vote at the AGM.
120
Argentex Group PLC Annual Report 2024
13. In the case of joint holders, where more than one of
the joint holders purports to appoint a proxy, only the
appointment submitted by the most senior holder will
be accepted. Seniority is determined by the order in
which the names of the joint holders appear in the
Company’s Register of Members in respect of the joint
holding (the first named being the most senior).
14. A corporation which is a member can appoint one or
more corporate representatives who may exercise, on
its behalf, all its powers as a member provided that
no more than one corporate representative exercises
powers over the same share.
15. As at 01 April 2025, being the latest practicable
date before the publication of this notice of AGM,
the Company’s issued share capital consisted of: (i)
120,429,055 Ordinary Shares each carrying one vote
and (ii) 23,589,212 management shares which, so long
as there are shares of any other class in issue, do not
carry any voting rights. Therefore, the total voting rights
in the Company as at 01 April 2025 is 120,429,055.
Miscellaneous
16. Copies of the Directors’ service contracts and letters
of appointment are available for inspection at the
registered office of the Company during normal
business hours from 02 April 2025 and will be available
for inspection at the place where the meeting is being
held from 15 minutes prior to and during the meeting.
17. Members who have general queries about the Annual
General Meeting should email the Company Secretary
at Alethia.mcdonald@argentex.com. Shareholders
may not use any electronic address provided either in
the notice of AGM or any related documents (including
the form of proxy) to communicate with the Company
for any purpose other than those expressly stated.
18. Please note that the Company takes all reasonable
precautions to ensure no viruses are present in
any electronic communication it sends out but the
Company cannot accept responsibility for loss or
damage arising from the opening or use of any email
or attachments from the Company and recommend
that the shareholders subject all messages to virus
checking procedures prior to use. Any electronic
communication received by the Company that is found
to contain any virus will not be accepted.
Explanation of certain resolutions
1.
Resolution 1 – the Directors are required to present the
accounts, Directors’ report and auditor’s report to the
meeting. These are contained in the Company’s Annual
Report and Accounts.
2.
Resolution 2 – the Directors are required to approve
the Remuneration Report for the financial year.
3.
Resolutions 3 to 10 – retirement by rotation – in
accordance with good corporate governance, each
Director shall retire and submit themselves for
re-election by Shareholders at each AGM.
Biographies of each of the Directors are provided on
pages 32-35 of the Annual Report and Accounts
and are also available from the Company’s website
www.argentex.com. The Board unanimously
recommends the re-appointment of each of the
Directors.
4. Resolution 11 and 12 – auditor re-appointment and
remuneration – at each general meeting at which the
Company’s accounts are presented to its shareholders,
the Company is required to appoint an auditor to
serve until the next such meeting and following
normal practice, resolution 11 separately authorises
the Directors to determine the remuneration of the
auditors.
5.
Resolution 13 – general authority to allot – this
resolution, to be proposed as an ordinary resolution,
relates to the grant to the Directors of authority to
allot unissued Ordinary Shares until the earlier of the
conclusion of the annual general meeting to be held
in 2026 and 30 June 2026 (being six months after
the financial year end of the Company), unless the
authority is renewed or revoked prior to such time. This
authority is limited to a maximum of nominal amount
of £1,204.29 (constituting 12,042,905 Ordinary Shares
and representing 10 per cent. of the issued Ordinary
Share capital of the Company as at 01 April 2025 (the
latest practicable date prior to the publication of this
document)).
6.
Resolution 14 – disapplication of statutory pre-emption
rights – the passing of this resolution would allow
Directors to allot Ordinary Shares (or sell any Ordinary
Shares which the Company may purchase and hold in
treasury) without first offering them to existing holders
in proportion to their existing holdings. The authority
set out in resolution 14 is limited to (a) allotments or
sales in connection with pre-emptive offers and offers
ANNUAL GENERAL MEETING
FINANCIAL STATEMENTS
121
to holders of other equity securities if required by the
rights of those Ordinary Shares; or (b) as the Directors
otherwise consider necessary, or otherwise up to an
aggregate nominal amount of £1,204.29 (constituting
12,042,905 Ordinary Shares). This aggregate nominal
amount represents approximately 10 per cent of
the issued Ordinary Share capital of the Company
(excluding treasury shares) as at 01 April 2025, the
latest practicable date before the publication of
this notice of AGM). This authority will expire at the
conclusion of the next AGM of the Company or, if
earlier, on 30 June 2026.
7. Resolution 14 – market purchases – the Directors
are requesting authority for the Company to make
market purchases of Ordinary Shares up to a maximum
nominal amount of £1,204.29 (constituting 12,042,905
Ordinary Shares representing 10 per cent. of the
issued Ordinary Share capital of the Company as at
01 April 2025 (the latest practicable date prior to the
publication of this document)). There is no present
intention to exercise such general authority. Any
repurchase of Ordinary Shares will be made subject to
the Act and within guidelines established from time to
time by the Directors (which will take into account the
income and cash flow requirements of the Company)
and will be at the absolute discretion of the Directors,
and not at the option of shareholders. Subject to
shareholder authority for the proposed repurchases,
general purchases of the Ordinary Shares in issue will
only be made through the market. Such purchases
may only be made provided the price to be paid is
not more than the higher of: (i) five per cent. above
the average of the middle market quotations for the
Ordinary Shares for the five Business Days before the
purchase is made; or (ii) the higher of the price of
the last independent trade and the highest current
independent bid at the time of purchase. This authority
will expire at the conclusion of the next AGM of the
Company or, if earlier, on 30 June 2026.
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