Alpha Group International plc
Annual Report 2024
GROUP HIGHLIGHTS1
−
Group revenue increased 23% to £135.6m (2023:
£110.4m) and increased organically (excluding
Cobase1) by 20% to £132.7m (2023: £110.2m)
−
Private Markets (formerly “Institutional”)
revenue increased 20% to £69.0m (2023:
£57.4m)
−
Corporate revenue increased 21% to £63.8m
(2023: £52.8m)
−
Cobase revenue increased to £2.9m (2023:
£0.2m2)
−
Total income, including Net Treasury Income,
increased 19% to £220.9m (2023: £186.0m)
−
Profit before tax increased 6% to £123.1m (2023:
£115.9m)
−
Underlying3 profit before tax grew 10% to
£47.4m (2023: £43.0m)
−
Underlying3 profit before tax margins of 35%
(2023: 39%), and excluding Cobase 37% (2023:
39%)
−
Client balances from Accounts & Payments
solution (formerly “Alternative Banking”
solution) increased by 10% to £2.3bn in Q4 (2023
Q4: £2.1bn)
−
Net treasury income from interest on client
balances, NTI – client funds, increased by 14%
to £84.0m (2023: £73.7m)
−
Adjusted net cash4 increasing by £38.7m to
£217.5m (2023: £178.8m) reflecting our strong
cash generation and debt-free position (and
on a statutory basis increasing by £55m to
£252.5m)
−
Basic earnings per share up 5% to 215.7p (2023:
206.2p), and underlying basic earnings per share
up 13% to 86.4p (2023: 76.7p)
−
Final dividend of 14.0 pence per share, payable
on 23 May 2025 to shareholders on the register
at 25 April 2025, making a total final dividend for
2024 of 18.2 pence per share (2024: 16.0p)
−
Inclusion in the FTSE 250 index in June 2024,
following a successful listing on the Premium
Segment of the Main Market in May 2024
−
Appointment of Dame Jayne-Anne Gadhia to the
Board as Chair
−
Clive Kahn succeeded Morgan Tillbrook as Chief
Executive Officer on 1 January 2025
−
Trading momentum in H2 2024 has continued
into the year to date, and we remain confident in
the outlook for FY25 and beyond
−
Change of division name from “Institutional” to
“Private Markets” (aka “Private Capital Markets”)
in order to improve understanding of our target
market both internally and externally with clients
£217.5M
ADJUSTED NET CASH (+£38.7M)
£123.1M
PROFIT BEFORE TAX (+6%)
£135.6M
GROUP REVENUE (+23%)
1. Financial Transaction Services B.V. (trading as Cobase).
2. Cobase was acquired on 1 December 2023, and during the month generated revenue of £0.2m, EBITDA of £0.0m, and a PBT
loss of £0.2m.
3. Underlying excludes the impact of non-cash shared-based payments expense, net treasury income on client balances, one-
off listing-related and M&A costs.
4. Excluding collateral received from clients, collateral paid to banking counterparties, early settlement of trades and the
unrealised mark-to-market profit or loss from client swaps and rolls.
UNDERLYING2 PBT (+10%)
£47.4M
TOTAL INCOME (+19%)
£220.9M
BASIC EARNINGS PER SHARE (+5%)
215.7p
Highlights
FY2024
Company Overview
Highlights FY 2024 1
At a Glance 3
Strategic Report
Chairman’s Statement 6
Chief Executive’s Statement 8
Chief Financial Officer’s Report 18
Business Overviews 24
Corporate 24
−
Target Market 24
−
Financial Risk Management 25
Private Markets (formerly “Institutional”) 26
−
Target Market 26
−
Currency & Interest Rate Risk
Management 27
−
Accounts & Payments 28
−
Fund Finance 29
Cobase 30
Our Strategy 33
Our Business Model 35
Principal Risks & Uncertainties 36
Viability Statement 50
Sustainability 52
Ethical Standards 58
Environment & Climate-related Financial
Disclosures 60
Engaging with our stakeholders (s172) 68
Non-financial information and sustainability
statement 72
S172 – Board Decisions 75
The Board 76
Corporate Governance
Corporate Governance Statement 82
Board Leadership and Company Purpose 85
Audit Committee Report 94
Nomination Committee Report 103
Remuneration Committee Report 108
Directors’ Report 142
Directors’ Responsibilities Statements 147
Independent auditor’s report to the members
of Alpha Group International Plc 150
Financial Statements
Consolidated Statement of Comprehensive Income 162
Consolidated Statement of Financial Position 163
Consolidated Statement of Cash Flows 164
Consolidated Statement of Changes in Equity 165
Notes to the Consolidated Financial Statements 166
Company Statement of Financial Position 219
Company Statement of Changes in Equity 220
Notes to the Company Financial Statements 221
Shareholder Information 224
1
C5
Alpha is an award-winning global provider of financial
solutions, empowering some of the world’s most
respected organisations.
For the last fifteen years, we’ve been challenging
traditional broker and banking models, through our
high-tech, high-touch approach and relentless focus on
maximising efficiency, certainty and long-term value for
our corporate and private market clients.
Leveraging deep expertise and cutting-edge technology,
we provide clients across more than 50 countries with
more effective and efficient ways to manage their
banking activities and financial market risk.
DIVISION
Corporate
Private Markets
Cobase
PRODUCTS
Risk Management
Risk Management,
Accounts & Payments,
Fund Finance
Bank Connectivity
(Cobase)
MONETISATION
– Margins on spot, forward
and options contracts
across FX, interest rate and
commodity trades
– Payment fees
– Margins on spot, forward
and options contracts across
FX and interest rate trades
– Account, Platform and
Advisory fees
– Net treasury income
– Payment fees
– Margins on spot
transactions
– SaaS fees
CLIENTS
974 clients
311 Risk Management Clients
7,103 Currency Accounts
37 Fund Finance Mandates
214 clients
COUNTRIES
58 countries
61 countries
20 countries
OFFICES
UK, Canada, Netherlands,
Italy, Australia, Spain,
Germany, Malta
UK, Luxembourg, Malta
Netherlands
HEADCOUNT
199
267
21
Central Services (Offices: UK & Malta) Headcount: 58
FY24 REVENUE
£63.8m
(2023: £52.8m)
£69.0m
(2023: £57.4m)
£2.9m
(2023: £0.2m)
COMPANY OVERVIEW ABOUT ALPHA
Our success is driven by a team of over 500 talented
professionals across 11 international offices – united
by a high-performance culture that fosters growth,
innovation, and exceptional shared rewards.
Despite recently establishing ourselves as a FTSE
250 company, we remain true to the entrepreneurial
agility and client-centric focus that has defined us
since our founding in 2010. This unique combination
of dynamism and dedication has enabled us to
deliver meaningful, lasting value for our clients
whilst forging an exciting growth story to match.
At a Glance
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ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
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ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
COMPANY OVERVIEW OUR HISTORY
Our History
Our past performance is the result
of being relentlessly focused on
the future.
Company rebrands to Alpha
Group International, whilst
opening Corporate offices in
Milan, Sydney and a Private
Markets office in Luxembourg.
2022
Company opens Corporate
offices in Madrid and Munich,
launches a new fund finance
offering for the private
markets and acquires bank-
connectivity fintech, Cobase.
2023
Company completes premium
listing and becomes a
constituent of the FTSE 250.
Clive Kahn succeeds Morgan
Tillbrook as CEO (1 Jan 2025).
2024
Alpha FX incorporated by
Morgan Tillbrook as a currency
risk management specialist to
UK corporates.
2010
Launch of accounts &
payments offering to the
private markets and opening
of second Private Markets
office in Malta.
2021
Opening of second international
office in Amsterdam for
Corporate division.
2020
Alpha joins AIM-100 list of the
London Stock Exchange.
2019
Launch of Private Markets
division and first international
office opened in Canada for
Corporate division.
2018
Company IPOs on AIM market
of the London Stock Exchange
with an initial market cap of
£65m.
2017
Clive Kahn joins as
Chairman.
2016
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ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
At the same time, his expertise in developing and
leading fintech businesses of significant scale will
benefit us greatly. Clive’s deep understanding of the
financial markets, the powerful role that technology
can play in scaling businesses, and the critical
importance of maintaining Alpha’s high-performance
culture, gives us the confidence that he has the right
balance to drive the business forward.
We also recognise the need to appoint an additional
independent Non-Executive Director in order to be
fully compliant with the UK Corporate Governance
Code. The process to identify the right individual
is well underway and I look forward to updating
shareholders in due course.
PEOPLE AND CULTURE
Alpha’s entrepreneurial culture has been the
foundation of its success over the past decade. As
we scale further, I will support and encourage the
management team to maintain and develop this
strong culture, striving to strike the right balance
between continued innovation and robust processes
that will support our long-term strategy.
Our share ownership scheme enables every
employee to work towards earning an equity
stake in the business. With circa 150 employees
currently shareholders, this scheme not only aligns
each individual with the Group’s success but also
fosters a collective sense of ownership and long-
term commitment, as reflected by the outstanding
performance of our teams.
In light of this year’s excellent performance and the
market backdrop against which it is set, I would like
to thank all of our employees for their continued
dedication, endeavours and commitment.
FINAL DIVIDEND
Following the full-year performance and associated
cash generation, the Board is pleased to declare a final
dividend of 14.0p per share (2023: 12.3p). Subject to
shareholder approval, the final dividend will be payable
to Shareholders on the register at 25 April 2025 and
will be paid on 23 May 2025. This represents a total
dividend for the year of 18.2p per share (2023: 16.0p).
We were also pleased to be able to initiate two
£20m share buy-back programmes during the year,
full details of which can be found in our regulatory
announcement dated 29 January 2024. Following our
2024 Annual General Meeting, we instated a new £20m
share buy-back programme, which is currently ongoing.
Full details of the programme can be found in our
regulatory news announcement dated 1 May 2024.
YEAR AHEAD
Alpha has achieved great success to date, yet it is
important to remember that it remains a relatively
young business, and one with a significant runway
ahead to scale. The Group’s trading momentum in
H2 2024 has continued into 2025. This strong start
to the year, alongside our track record of delivering
growth in similarly challenging conditions in 2024,
gives us confidence in our ability to deliver on market
expectations in the year ahead.
Dame Jayne-Anne Gadhia (DBE, CVO)
Non-Executive Chairman
The strength of those foundations is highlighted by
an impressive financial performance in a difficult
market. Our double-digit revenue growth and profit
performance reflect the success of the investments
made to expand and diversify the Group’s offering
and reach, and the endeavours of the entire team.
As at 31 December, the Group’s cash position was
a record £218m, providing us with flexibility for
continued investment in growing our teams and
enhancing our proposition to maximise our growth
potential.
During the year the Group transitioned from its listing
on the AIM market of the London Stock Exchange to
the Main Market and subsequently joined the FTSE
250 index. AIM was the right market at the right time
and provided a very young company with the access
to capital and support needed to grow, and I hope
that Alpha’s journey can inspire more entrepreneurs
and businesses to take advantage of London’s capital
markets. The Group’s listing on the Main Market was
a milestone achievement, one which has further
enhanced our reputation, demonstrates a signal of
intent for our ambitions going forward and brings a
greater focus on corporate governance, which we
welcome.
Chairman’s Statement
Dame Jayne-Anne Gadhia (DBE, CVO)
STRATEGIC REPORT CHAIRMAN’S STATEMENT
I feel privileged to deliver my first statement as Chair, reflecting
on such a pivotal year for the Group. The entrepreneurial mindset
and culture ingrained throughout Alpha, which has been the
bedrock of its success, resonates with my own professional
background and attracted me to the role of NED in March 2024.
Having assumed the role of Chair in November, I hope to be able
to leverage my experience and build on the strong foundations in
place at Alpha to maintain and enhance its cultural integrity.
BOARD CHANGES
On behalf of Alpha, I would like to reiterate my
sincere thanks and appreciation to Morgan Tillbrook
for everything he has contributed to the Group since
founding the Company in 2010. Morgan stepped
down from the Board on 31 December 2024 but
remains the Company’s largest shareholder and
I would also like to thank him for his decision in
February 2025 to gift 1,103,555 of his own shares via
a growth share scheme, which at the time of being
granted already had a valuation of circa £28m – a
rare gesture, but one that ultimately speaks to the
type of leader Morgan has become and the belief he
continues to have in the Company and its team.
Morgan’s vision, hunger and ability to inspire people
to reach new heights have been instrumental in
creating Alpha’s high-performance culture and
driving the business to the strong position it is in
now. We wish him every success and happiness for
the future and look forward to building upon the
strong legacy he has built.
I would also like to thank Clive Kahn for assuming the
role of Chief Executive. Clive joined Alpha as Chair
prior to its IPO in 2016, and his extensive time leading
Alpha’s Board over the past eight years has ensured
seamless continuity in our strategy and culture.
DAME JAYNE-ANNE GADHIA (DBE, CVO)
Non-Executive Chairman
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ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
continue to recruit, coach, and inspire a motivated
team, upholding the high-performing but humble
Alpha culture that has defined the past growth of
our business. Alpha is built on exceptional talent,
and I have no doubt that together, we will continue to
deliver outstanding results. To strengthen alignment
across our divisions, I have also established an
Executive Committee which is also designed to
enhance collaboration, accelerate decision-making
and foster a shared vision. The table below shows
Alpha’s Executive Committee members.
The impressive top-line growth reflected in our 2024
financial performance is driven by initial returns on
the investments made over the last three years to
improve our customer offering and market coverage.
Chief Executive’s Statement
Clive Kahn
STRATEGIC REPORT CHIEF EXECUTIVE’S STATEMENT
At the time of drafting this report, I have completed two months
as CEO of Alpha and spent a total of four months as an executive
director, enough time to assess the main merits and de-merits of
an organisation, and to develop views on the strategy required.
This assessment was also helped by my previous
eight years as Chairman of the Group. During this
time as Chair, I was continually impressed by the
quality of Alpha’s offering, the calibre of the Alpha
management team and the scale of the future
opportunities in front of them. Following my time
working even more closely within the business, that
admiration has only deepened. It is even clearer
than before that Alpha’s founder, Morgan Tillbrook,
who I have the honour to succeed, has created a
remarkable business based on a tremendous culture
and admirable values. I feel extremely fortunate to
have inherited a strong foundation of talented people
and a business offering with exceptional potential.
Therefore, I have resisted the natural tendency
of incoming CEOs to establish their authority by
instituting major change. Strategically, little needs
to be changed; my primary objective is to help Alpha
fulfil its growth potential through continued focus on
those factors that drove our success in the past, plus
thoughtful, incremental value-adding adjustments
rather than major overhauls.
Alpha’s strategy remains focused on sustained
top-line growth across our three divisions, driven
by continued investment that improves the quality
and effectiveness of our customer offerings.
This organic growth strategy requires the correct
balance between investing in systems and people
to drive future revenue growth, whilst ensuring that
we continue to achieve meaningful growth in the
current year. We strive to prioritise quality, increased
competitiveness, and efficiency to ensure that
every investment drives meaningful value. We will
I am excited by the number of product and market
opportunities, the majority of which remain in
relatively nascent stages, and I am confident in the
scale of untapped demand for our products and
services and our ability to execute effectively and
deliver sustainable growth for all stakeholders. I
believe the future belongs to companies that think
smart, move fast and execute with precision. My role
is focused on ensuring that Alpha masters these
attributes and is therefore built to win.
REPORTING
In line with the Group’s decentralised structure,
as previously set out, the Group now reports its
performance against its two markets: the Corporate
market and the Private Markets (previously
“Institutional”). We also continue to separate out
the performance of our recent acquisition, Cobase.
This move from a product-centric reporting focus to
a client-centric reporting focus was undertaken to
align with Alpha’s revised organisational structure.
Our Institutional division has also been renamed to
our Private Markets division, in order to better reflect
the types of clients that we serve. Additionally, our
“alternative banking” product now becomes our
“accounts & payments” product. We have changed
this label as we believe that the whole of Alpha’s
Private Markets offering can be categorised as a
“banking alternative”, whilst “accounts and payments”
is a more specific description of the individual
products being provided in this segment.
THE NEXT CHAPTER OF GROWTH
Alpha’s growth capabilities derive from over a decade
of continuous investment, and are further driven by
significant opportunities for expansion, spanning
geographies, industries, product lines, and business
cycles. Our Alpha teams continue to work closely
to identify and develop new products that address
emerging client needs and market demands. Our
strong, long-standing client relationships with
C-suite decision-makers of some of the world’s most
respected companies have established Alpha as a
leading banking alternative and expert in financial
risk management globally.
All the above factors combine to produce a
substantial runway for future growth.
The resilience of Alpha’s performance is aided by
an increasingly diverse portfolio of products, client
types and geographies, reducing exposure to specific
market cycles. This diversified approach also ensures
we have the market reach, expertise and talent to
capitalise on a wide range of new opportunities,
helping to deliver sustainable, long-term success.
We will continue to analyse and manage risk,
balanced with commercial opportunity. In 2023
Alpha (and our clients) had to quickly adapt to a new
higher interest rate environment. Mindful of this, we
chose to reduce our credit appetite in these years,
which prevented us from working with some existing
clients, whilst reducing the pool of new clients we
were willing to work with. However, more than a year
on, our teams have significantly more insight into
clients’ business models and end markets within this
environment, allowing them to make more informed
client credit decisions, increasing our appetite in
some areas, without compromising on our standards.
CLIVE KAHN
Chief Executive Officer
NAME
ROLE
JOINED
Clive Kahn
Chief Executive Officer
2016
Tim Powell
Chief Financial Officer
2022
Tim Butters
Chief Risk Officer
2019
Alex Howorth
CEO, Corporate
2014
Sam Marsh
CEO, Private Markets
2018
David Christie
COO, Private Markets
2024
Jorge Schafraad
CEO, Cobase
2023
Matt Knowles
Strategic Advisor
2018
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ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
PERFORMANCE
I am pleased to report a strong performance for
2024 in our Corporate division, particularly given
the challenging conditions. Overall, the division
grew revenues by 21% to £64m (2023: £53m), with
client numbers increasing 16% to 974 (2023: 838).
Average revenue per client grew 12%, reflecting our
continued ability to work with larger businesses, as
well as increase our wallet share with existing clients
as we grow. The underlying profit before tax margin
increased from 47% to 49%, reflecting the improved
operational gearing filtering through from our
overseas offices, as these earlier investments begin
to scale.
Delivering such growth is a testament to the strength
of our offering in these markets, the quality of talent
we have available, and the fruits of our investments,
both in London and overseas.
As planned, we made a significant investment into
our front office operations in 2024, growing our
headcount by 28% during the year to 129 people
(2023: 101) across all seven of our Corporate offices.
As we expand our Front office headcount,
productivity remains a key focus for us. We measure
this by comparing the total cumulative tenure of our
front office teams against our revenues.
The widening gap between revenue and cumulative
years of experience shown overleaf illustrates that
we have increased productivity levels, despite both
the market headwinds and experienced salespeople
moving into roles focused on leading international
expansion and/or the growth and development of
our front office teams. When excluding new joiners,
whose contribution in their first year is naturally
lower than more seasoned colleagues, the growth in
productivity is even more pronounced.
CORPORATE
HIGHLIGHTS
−Revenue growth of 21% to £63.8m (2023: £52.8m)
−Client numbers increased 16% to 974 (2023: 838)
−Average revenue per client increased by 12%
−Headcount increased to 199, 65% of which were
Front Office (2023: 171, 59% of which were Front
Office)
−Underlying profit before tax margin1 of 49% (2023:
47%) as a result of increasing operational gearing
and front office productivity
ABOUT
Alpha’s Corporate division operates from its own
UK HQ (consisting of sales and operations), and
six additional international sales offices in the
Netherlands, Spain, Italy, Germany, Australia and
Canada.
This increasing global coverage allows Alpha to
provide a 24-hour financial risk management service
to our client base, driven by native speakers in every
office. Our risk management offerings seek to protect
our clients against volatility in FX and interest rates.
We have also begun helping some clients with their
exposures to changes in lower-volatility commodity
prices, primarily fuel. Revenues are derived primarily
from the provision of FX risk management services to
corporates across more than 50 countries.
BUSINESS ENVIRONMENT
Corporate macroeconomic conditions were largely
unchanged from the previous year, with clients
continuing to face challenges such as high borrowing
costs, reduced cash flow, and limited access to
credit. However, we observed a gradual normalisation
of financial forecasting and risk hedging in the
second half of 2024, as corporates acclimatised to
this new reality and felt more prepared to plan for
the future.
Chief Executive’s Statement
Continued
STRATEGIC REPORT CHIEF EXECUTIVE’S STATEMENT
We believe the increase in productivity ultimately
stems from the growth in our capabilities, cash
position, reputation, experience and training over the
years. In short – our proposition has never been more
compelling and our people have never been better
equipped to sell it.
Our Corporate London office delivered a return to
growth in FY24, reporting revenues up 7% to £36.6m
(2023: £34.0m) and an increasing momentum in H2
with revenue up 9% against the first half. Following
a decline in revenues in 2023, our growth was driven
by new talent and investments in the team, having
previously been impacted by the necessary exporting
of talent to launch the overseas offices in the prior
years. The 2024 Corporate performance demonstrates
our ability to regrow the Corporate London team,
whilst maintaining our high standards for talent and
cultural fit, positioning London more strongly than
ever to continue driving growth.
Having invested significantly into our overseas
offices over the past few years, we are now seeing
a real return on our initial investments, with the
businesses beginning to scale. It is important to note
that London now represents 57% of our Corporate
revenues compared to 64% last year, reflecting the
diversification of our revenues and the increasing value
of our overseas offices as a contributor to the Group.
Indeed, overseas offices reported revenue growth of
44% collectively in 2024, with excellent contributions
from all offices, except Canada, which was flat. As
previously reported, we took the decision to change
the leadership within our Canada office at the back
end of 2023. Encouragingly, revenue performance in
the second half of 2024 was stronger than the first and
we will look to support its continued growth into 2025.
The strong foundations of Alpha’s model and culture,
as well as highly knowledgeable and incentivised
management teams based across all our overseas
offices, fuels confidence that these offices can, over
time, scale to mirror the success of our Corporate
London operation.
1 The Group does not report a statutory profit before tax measure for its divisions, therefore no statutory comparator is presented.
CORPORATE RISK MANAGEMENT FRONT OFFICE PRODUCTIVITY
Cumulative years of Experience of Front Office
Corporate Annual Revenue
–
150
50
200
100
250
300
350
£0m
£30m
£40m
£20m
£10m
£50m
£60m
£70m
FY 2014
FY 2015
FY 2016
FY 2017
FY 2018
FY 2019
FY 2020
FY 2021
FY 2022
FY 2023
FY 2024
Revenue (LHS)
Cumulative Years (RHS)
Excluding hires < 1yr tenure
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ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
ABOUT
Our Private Markets division, headquartered in the UK, and
with operations in Luxembourg and Malta, is becoming a
leading banking alternative for the private capital markets
sector, covering: private equity, private credit, venture
capital, real estate, infrastructure, and fund of funds.
Aligned with our high-tech, high-touch approach, we offer
financial solutions, traditionally provided by banks, but
designed to address the complexities and specific needs
of private markets. Our services include:
−
Accounts & payments: simplified formation and
management of accounts, coupled with efficient and
reliable multi-currency payments with a global reach.
−
Risk management: strategic advisory and execution
services for managing currency exposures, with an
emerging focus on interest rate risk management.
−
Fund finance: streamlined debt-sourcing and expert
advisory around the structuring of fund finance
facilities.
BUSINESS ENVIRONMENT
The macroeconomic environment in 2024 remained
challenging, with subdued deal and transaction volumes
persisting across private markets. Data provider Preqin
showed total deal value up 0.1% year-on-year, whilst deal
volumes remained significantly below historic norms,
largely due to relatively high interest rates. The growth
in total deal value relative to deal volume reflects the
fact that fewer but larger transactions are being made,
highlighting a preference for larger investments in more
established companies – known within the industry as
‘mega-deals’.
In response, we expanded our focus upstream to
encompass the larger end of the market. Whilst larger
funds typically require a higher level of stature and
financial standing from their suppliers, with our enhanced
balance sheet and FTSE 250 reputation, this approach has
begun to yield results, providing a foundation to pursue
even more opportunities as macro conditions improve.
CORPORATE GROWTH STRATEGY
This year will see continued investment across
our Corporate division to drive further sustainable
growth, while not sacrificing our unwavering focus
on our high-quality, client-centric service. We will
expand our front-office headcount and invest in our
technology to produce further improvements in the
quality and efficiency of service to our Corporate
clients. This will include improving integration and
connectivity into their systems via APIs, which
strengthens our relationships.
Above all else, we will continue to uphold Alpha’s
reputation for integrity by always acting in the
long-term interests of our clients. In an industry
often driven by short-term sales targets, and where
clients frequently fall victim to poor advice, having
a provider that prioritises their interests above all
else – even if it means walking away from a deal – is
a real differentiator for Alpha, and a rare quality that
is increasingly recognised and appreciated by the
market.
PRIVATE MARKETS DIVISION
(FORMERLY “INSTITUTIONAL”)
HIGHLIGHTS
−Revenue increased by c. 20% to c. £69.0m
(2023: £57.4m)
−Account numbers increased 10% to 7,103
(2023: 6,467)
−Risk management client numbers increased
by 33% to 311 (2023: 233)
−37 fund finance mandates signed
−Average revenue per RM client decreased by
2% following significant increase in new clients,
combined with continued macro headwinds
−Headcount increased to 267, 18% of which were
Front Office (2023: 251, 14% of which were Front
Office)
−Underlying profit before tax margin of 27%
(2023: 32%)
Chief Executive’s Statement
Continued
STRATEGIC REPORT CHIEF EXECUTIVE’S STATEMENT
While we are not relying on any material change
in the macro backdrop in 2025 to deliver on our
ambitions, there is nonetheless an encouraging view
within the market that we will see an increase in
activity. Private equity firms face growing pressure
to generate returns and exit long-held assets, as
easing inflation and falling interest rates also drive an
improvement in valuation multiples. As a result, more
funds are expected to take advantage of acquisition
opportunities and deploy new capital in 2025 than in
previous years.2
PERFORMANCE
Despite the challenging environment, 2024 was a
year of very encouraging progress for Alpha’s Private
Markets division, with revenues increasing by 20% to
£69m. Alpha’s growing product portfolio, solid demand
for these products, and the team’s cross-selling
capabilities are key drivers in this outperformance.
A detailed breakdown of performance across our core
offerings is provided below.
Risk Management (RM)
The Private Markets RM team delivered another
strong performance. Revenue increased 20% in
the period to £28.3m (2023: £23.5m) with client
numbers increasing 33% to 311 (2023: 233). This
strong performance reflects the rewards of investing
in our sales team, their high levels of productivity
(see chart above), and our growing reputation,
helped by the inclusion in the FTSE 250 and the
expansion of our product offerings. In addition, we
see continued success in the cross-selling between
these product offerings, with Accounts & Payments,
and Fund Finance facilitating introductions to our
RM offering (and vice versa). Average revenue per
client decreased by 2%, but this is a natural by-
product of the record number of new clients we have
onboarded, many of which are in the earlier stages of
us growing wallet share. For context, client numbers
increased by 33% from 233 to 311 between 2023
and 2024, whereas between 2022 and 2023 they
increased by 10%, from 211 to 233.
PRIVATE MARKETS RISK MANAGEMENT FRONT OFFICE PRODUCTIVITY
Cumulative years of Experience of Front Office
Private Markets RM Annual Revenue
–
30
10
40
20
50
60
70
£0m
£10m
£15m
£5m
£20m
£25m
£30m
FY 2020
FY 2021
FY 2022
FY 2023
FY 2024
Revenue (LHS)
Cumulative Years (RHS)
Excluding hires < 1yr tenure
2 S&P Global 2024.
13
12
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
The interest rate environment contributed an
additional £84m in net treasury income from client
balances. This income stream serves as a natural
hedge against the adverse impact that high interest
rates have on private markets deal activity, which is
the main factor impacting demand for our services.
2024 client balances averaged £2.15bn, which earned
an average interest rate of 3.8% across the year, as
the table below shows in more detail.
We will continue to disclose this income stream
separately from our underlying revenues, to reflect
the fact that interest rates are a variable we cannot
control. Nonetheless, as interest rates are likely to
remain “higher-for-longer”, this provides a significant
income stream that we will continue to benefit from,
particularly as the aggregate balances we hold for
our clients are likely to continue to increase as the
number of accounts grows. Alpha is able to obtain an
attractive interest rate return on these client balances
through our ability to aggregate numerous individual
balances, most of which are transitory in nature and
individually low in value. In addition to the interest
income received on these balances, Alpha is investing
in a new offering designed to allow customers to gain
access to a wider variety of interest rate products in
return for an arrangement fee.
The narrowing gap between revenue and cumulative
years of front office experience reflects a small
reduction in productivity in the year. This was not
unexpected given private market deal volumes
continued to decline across our core markets. As the
market unwinds and our teams continue to mature
and scale, we expect to see productivity increase,
much like we have seen in our Corporate division.
Accounts & Payments
(formerly alternative banking)3
Accounts & Payments revenues increased by 20%
to £40.6m (2023: £33.9m) and account numbers
increased to 7,103 (2023: 6,467), despite the subdued
levels of deal activity within the market and the
knock-on effect this had on the need for accounts.
Our market outperformance reflects the investments
in the efficiency and capabilities of our purpose-
built technology, the increasing automation of
sophisticated client onboarding, the growing
penetration into larger asset managers, increasing
levels of cross-selling between our products, and
the expansion of our sales teams, which we began to
build in 2023.
Chief Executive’s Statement
Continued
STRATEGIC REPORT CHIEF EXECUTIVE’S STATEMENT
The previous years’ investments into the operational
scalability of our accounts & payments offering
continue to drive increasing levels of operational
gearing. The number of accounts per staff member
continues to increase, driven by increasing levels of
automation and process optimisation.
Fund Finance
The Fund Finance team continues to make very
pleasing progress in both adding new clients and
winning increasingly larger-value mandates, which
has resulted in revenues increasing by over 130% to
£1.7m (2023: £0.7m). This is against the backdrop of
a quiet market and highlights the quality of the team
and the modular client proposition they have built, as
well as the potential of the business as the market
recovers.
Work is also underway to continue upgrading our
digital debt-sourcing platform, Alpha Match. These
upgrades will represent another industry-first within
the private markets, and we look forward to providing
more details once publicly launched.
PRIVATE MARKETS GROWTH STRATEGY
Alpha’s Private Markets division has demonstrated
impressive recent profit growth, supported by a
favourable working capital profile, despite a period
of low deal activity within its market. Given the
investments we have made in people and technology
over the last three years, we view the division as
still very much in a build-out stage, highlighting
the significant future opportunity, and potential
operational gearing as the division scales. Although
we place no reliance on it, any increase in deal
activity in 2025 will naturally lead to more demand
for our services. Beyond the anticipated market
recovery, we have identified several long-term levers
that can drive growth beyond volume increases.
First, alongside our channel partnerships with
various service providers, there is significant
potential to establish deeper, more direct client
relationships with investment managers across all of
our product lines. Historically, our direct interactions
with investment managers have primarily focused
on managing their FX exposures, with accounts &
payments services largely managed through channel
partners. By fostering more direct relationships
across all of our product lines, we expect to enhance
client loyalty, increase our stickiness, improve our
ability to cross-sell, and expand our share of wallet.
Second, we see a potential long-term opportunity
to extend our offering, in a measured way, beyond
Europe, unlocking new markets and revenue
streams in the US and Singapore. Many of our
existing European clients already operate in these
jurisdictions and have expressed an appetite for us
to service their needs in North America and South
East Asia, creating an exciting opportunity to quickly
increase wallet share with firms that already know
and trust us.
Finally, as we solidify our role as a trusted advisor to
these fund clients, we have the chance to innovate
and not only upgrade our existing solutions but also
deliver new solutions in adjacent product areas that
are cost-effective for Alpha to launch and support
more of our clients’ banking and financial risk
management needs.
3 Our “alternative banking” product has been renamed to our “accounts & payments” product. We have changed this
label as we believe that the whole of Alpha’s offering can be categorised as a “banking alternative”, whilst “accounts and
payments” is a more specific description of the individual products being provided in this segment.
QUARTER
BLENDED AVERAGE CLIENT BALANCE,
ACCOUNTS & PAYMENTS
BLENDED AVERAGE
INTEREST RATE
Q4 2024
£2.3bn
3.5%
Q3 2024
£2.2bn
3.8%
Q2 2024
£2.1bn
3.9%
Q1 2024
£2.0bn
4.0%
Q4 2023
£2.1bn
3.8%
Q3 2023
£1.9bn
3.8%
Q2 2023
£1.9bn
3.8%
Q1 2023
£1.6bn
2.8%
“Alpha’s Private
Markets division
has demonstrated
impressive recent profit
growth, supported by
a favourable working
capital profile, despite a
period of low deal activity
within its market.”
15
14
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
We have seen first-hand how CFOs and Treasurers
managing multiple bank relationships value
the ability to view and manage all their banking
information and transactions in one place.
During the last year, the focus was allowing Cobase
to optimise its treasury platform, over driving
operational integration. We now feel the business
is better prepared to work more closely with our
Corporate and Private Markets teams to cross-
sell to the Group’s clients, as well as continuing to
capture new clients of their own. This year we will
therefore continue to invest in Cobase’s existing
sales teams, technology and integrations.
We expect further financial growth and increased
client numbers in 2025 and, over the long term,
expect this to deliver an increasingly meaningful
contribution to Alpha as it integrates across the
wider Group.
COBASE
HIGHLIGHTS (PROFORMA) 4
−Revenue growth of 70% to €3m (2023: €2m)
−Client numbers increased 59% to 214 (2023: 135)
−Annual recurring revenue (“ARR”) at the end of
the year at €5m
−Headcount remained at 21, with 6 Front Office
and 15 Back Office (2023: 21)
ABOUT
Amsterdam-based Cobase is the Group’s treasury-
focused technology platform providing bank
connectivity technologies that enable corporates
and private market companies to manage all their
banking relationships, accounts and transaction
activity through one portal.
Operating under a SaaS-based subscription fee
model with its own brand and team, Cobase has
performed strongly during its first full year with the
Group, following its acquisition in December 2023.
PERFORMANCE
On a pro-forma basis, client numbers increased 59%
to 214 (2023: 135), and revenues grew by 70% to €3m
(2023: €2m), with increasing momentum seen in H2.
During the year, Cobase achieved particular success
with larger clients and saw some encouraging signs
of cross-selling across our existing Corporate and
Private Markets client base.
Cobase’s simplicity of use, cost-effectiveness and
ease of implementation, along with its flexible
commercial terms with no onerous long-term
contracts, represent a tangible competitive
advantage in the treasury technology market.
Chief Executive’s Statement
Continued
CAPITAL ALLOCATION AND SHARE BUYBACK
The Group generated significant levels of cash in
2024. As at 31 December 2024 we had net assets
of £279m (2023: £223m), with adjusted net cash
increasing by c. £40m to £218m (2023: £179m).
We review our cash position on a regular basis, and if
we feel our cash position becomes greater than we
require, will look to reassess our capital allocation.
During the year, we were pleased to initiate two
Share Buyback programmes, totalling £40m. The first
£20m buyback programme was announced on 29
January and completed in full on 27 June. Our second
buyback, announced on 1 May, commenced on 28
June. We have completed roughly half of this second
buyback programme and expect it to conclude in the
first half of 2025.
Our overarching preference remains to allocate
capital into high-confidence organic growth
initiatives, within both existing and potential new
business units. Such initiatives include extending
and improving product lines and tech solutions,
expanding our territories when appropriate, or any
other moat-widening opportunities that differentiate
us from competitors. Although we are not actively
seeking them out, we will consider complementary
acquisitions that could further amplify revenue
growth and enhance our proposition.
In view of the Group’s confidence in the sizable
and exciting market opportunities presented to
us, the Board believes that, after maintaining our
progressive dividend policy and executing value-
capped share buybacks, retaining and deploying our
remaining cash to grow the business will deliver the
best value for shareholders long-term.
In addition to providing cash for investment, a
strong balance sheet is also important to our
counterparties. A healthy cash profile also provides
our clients with confidence.
OUTLOOK
The Group’s positive trading momentum in H2 2024
has continued into 2025, which combined with the
increasing benefits of our investments to date, means
we remain confident in the outlook for FY25 and
beyond.
We remain very excited to see the progress of our
Corporate overseas offices and fully believe each
has significant potential to scale and recreate the
successes of our UK team, which has itself had a
strong start to the year. At the same time, our Private
Markets division now has four highly compelling
product offerings, each still scratching the surface of
its addressable market. This focus on innovation and
diversification has subsequently enabled it to deliver
strong underlying growth, even in a suppressed market,
while also generating significant levels of interest
income. Cobase, meanwhile, continues to impress, and
we are confident it will make increasingly significant
contributions to the Group as time goes on.
Clive Kahn
Chief Executive Officer
4 Cobase was acquired on 1 December 2023, and during that
month generated revenue of £0.2m, EBITDA of £0.0m, and a PBT
loss of £0.2m, which was included in the Group’s 2023 results.
STRATEGIC REPORT CHIEF EXECUTIVE’S STATEMENT
17
16
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
The underlying operating profit margin of the division
was c. 27% (2023: c. 32%). The reduction against 2023
was predominately due to the timing mismatch of
in-year investment, increased deferred account fees
and the macro environment suppressing revenues.
COBASE
Momentum continues to build in Cobase following
its acquisition in December 2023. Cobase operates
a SaaS-based subscription fee model, and on
a proforma basis, client numbers and revenue
increased by 59% and 70% respectively in the year to
214 and €3m (2023: €2m). This growth in its first full
year of ownership validates the acquisition rationale
and supports confidence in Cobase’s ability to make
an increasingly meaningful contribution over time as
it continues to integrate with the wider group.
GROUP PROFITABILITY
Statutory profit before tax increased by 6%
to £123.1m (2023: £115.9m). Underlying profit is
presented in the income statement to allow a better
understanding of the Group’s financial performance
on a comparable basis from year to year. The
underlying profit excludes the impact of the net
treasury income on client balances (see below) and
non-underlying items. On this basis, the underlying
profit before tax increased by 10% to £47.4m (2023:
£43.0m). The underlying organic profit before tax
(excluding Cobase) growth was 15%.
Chief Financial Officer’s Report
Tim Powell
STRATEGIC REPORT CHIEF FINANCIAL OFFICER’S REPORT
2024 has seen strong growth across both divisions despite a
challenging macroeconomic environment, with total revenue
increasing 23% to £136m (2022: £110m). Corporate revenue grew
21% to £63.8m (2023: £52.8m), and Private Markets (formerly
“Institutional”) grew 20% to £69.0m (2023: £57.4m). Cobase, the
group’s first acquisition, contributed £2.9m of revenue in its first
full year of ownership.
The UK office returned to growth in 2024 following
an investment in rebuilding the talent and
experience in the team, having been impacted by the
necessary exporting of talent to launch the overseas
offices in the prior year. UK revenue growth in 2024
was c. 7% year on year, with momentum building in
the second half.
CORPORATE
The Corporate division focuses on supporting
corporates in managing their business risks
associated with foreign currency, interest rates and,
most recently, commodities, through the Group’s
sales teams located in London, Toronto, Amsterdam,
Milan, Madrid, Munich, and Sydney. Revenue grew by
21% over the prior year to £63.8m (2023: £52.8m).
£69m
Corporate Growth
21%
£110m
£57m
£221m
£74m
£10m
£53m
£64m
£0m
£3m
£8m
£4m
£2m
£5m
£1m
£3m
£3m
£136m
£1m
Private Markets
Cobase
Corporate
2023 NTI - Client
NTI - Own
NTI - Client
Private Markets Growth
20%
Revenue
Growth
23%
Income
Growth
19%
2023
UK
Overseas
Accounts
Payments
& Other
Risk
Management
Fund
Finance
Cobase
2024
Revenue
NTI - Own
NTI - Client
2024
Income
All overseas offices showed excellent YoY growth
except Canada, which was flat. A new Canadian
leadership team was installed in late 2023 and
Canada has begun to see the benefits of this change
in 2024, with revenue growing sequentially in H2
over H1, giving confidence that the right structure is
in place to return to growth in 2025. The collective
growth rate of Alpha’s remaining overseas offices
meanwhile was nearly 60%, highlighting the merit of
the Group’s global expansion strategy.
Overall the division saw strong underlying profit
margin growth to c. 49% (2023: c. 47%).
PRIVATE MARKETS
(FORMERLY “INSTITUTIONAL”)
Private Markets revenue grew 20% from £57.4m
in the prior year to £69.0m in 2024, driven by an
increased number of accounts, increased risk
management revenue and a full year of revenue from
our new Fund Finance offering which was launched
in 2023.
Each of the division’s core products showed strong
growth despite the subdued levels of deal activity
within the market:
−
The Private Markets Risk Management team
delivered another strong performance. Revenue
increased 17% in the period, with client numbers
increasing 33% to 311 (2023: 233).
−
Accounts & Payments revenues increased by
20%, from £33.9m to £40.6m and account
numbers increased to 7,103 (2023: 6,467).
Revenue from annual account fees is recognised
on a straight-line basis over the 12 months from
the date the account was opened or renewed.
At 31 December 2024 deferred revenue was
£8.1m (2023: £7.1m), and this will be recognised
as revenue in 2025.
−
Fund Finance continued its encouraging growth
with over £1.7m of revenue in its first full year of
operations (143% growth).
49%
27%
-79%
£3m
£(2)m
£64m
£31m
£18m
£69m
Corporate
Private Markets
Cobase
Underlying PBT
Revenue
Corporate
Private Markets
NTI
19
18
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
As previously highlighted, the Group continued to
invest in the year, specifically in the Private Markets
division as we build out our products and offerings.
Investments included a full year of the new Private
Markets HQ in London, and further technology
improvements to increase scalability and digitisation.
Overall headcount increased in the year from 480
to over 524 at 31 December 2024 to support future
long-term growth. Importantly, the ratio of front
office versus back office staff has increased in both
divisions, laying the foundations for future growth.
The underlying profit before tax margin, excluding
Cobase, reduced slightly to 37% (2023: 39%) due to
us continuing to invest in long-term growth, and the
suppressed macro environment. The statutory profit
before tax margin remained high at 56% reflecting
the net treasury income from client balances.
NET TREASURY INCOME (NTI)
The current interest rate environment has allowed the
Group to continue benefiting from interest income
generated from client balances. ‘Net treasury income
– client funds’ has contributed £84.0m of net treasury
income in the year (2023: £73.7m), with the number and
size of client balances growing to an average of £2.3bn
in Q4 2024.
Whilst this interest income stream is a positive
boost for the Group and a natural by-product of
our increasingly diversified product offering, we are
mindful that aspects of its dynamics are driven by
macroeconomics beyond our control. As previously
outlined, we recognise this income on client balances
as ‘net treasury income – client balances’ and continue
to exclude it from our underlying results.
The Group has also generated net treasury income
on the initial and variation margins it requires for its
Risk Management client relationships. These balances
contribute to the Group’s cash and cash equivalent
balances and directly relate to the business’s
operating activities. Therefore, we have decided
to separately disclose these amounts within total
income at the top of the Income Statement, as
opposed to within finance income, 2024: £1.3m
(2023: £1.8m).
TAXATION
The effective tax rate for the period was 24.7%
(2023: 23.4%). The increase in effective rate is
primarily due to the change in UK corporation tax
from 19% to 25% in April 2023. The rate was lower
than the pro rata UK headline rate of 25% due to
the mix of profits across our global subsidiaries.
There were no other material changes in
underlying rates.
EARNINGS PER SHARE
Underlying basic earnings per share was up 13% at
86.4p (2023: 76.7p), whilst statutory basic earnings
per share was up 5% at 215.7p (2023: 206.2p).
CASH FLOW AND BALANCE SHEET
In the year ended 31 December 2024, 53% of the
revenue in the year was derived from products where
the revenue is converted into cash within a few days
of the trade date (2023: 53%). Including net treasury
income, cash conversion was 72% in 2024 (2023:
72%). This has continued to have a positive impact on
the Group’s cash flow. On a statutory basis, net cash
and cash equivalents increased in the year by £55m
to £252.5m.
The Group’s statutory cash position can fluctuate
significantly from day to day due to the impact of
changes in: collateral paid to banking partners,
margin received from clients, early settlement of
trades, or the unrealised mark-to-market profit or
loss from client swaps. These movements result in
an increase or decrease in cash with a corresponding
change in other payables and trade receivables.
Therefore, in addition to the statutory cash flow,
the Group presents an adjusted net cash summary
excluding these items, shown below. On this basis,
adjusted net cash increased in the year by £39m to
£217.5m.
The overall net assets of the Group increased in the
year by £56m to £279m (2023: £223m).
Chief Financial Officer’s Report
Continued
TIM POWELL
Chief Financial Officer
2022
2023
2024
76.3p
76.7p
86.4p
92.1p
206.2p
215.7p
Underlying Basic EPS
Basic EPS
31 DECEMBER 2024
£’M
31 DECEMBER 2023
£’M
Net cash and cash equivalents
252.5
197.9
Variation margin (owed by)/paid to banking counterparties*
(13.1)
11.1
239.4
209.0
Margin received from clients**
(35.3)
(51.1)
Net MTM timing of profit from client drawdowns and
extensions within trade receivables
13.4
20.9
ADJUSTED NET CASH***
217.5
178.8
* Includes MTM on Alpha’s interest rate swaps.
** Included in ‘other payables’ within ‘trade and other payables’.
*** Excluding collateral received from clients, collateral paid to banking counterparties, early settlement of trades and the
unrealised mark-to-market profit or loss from client swaps and rolls.
STRATEGIC REPORT CHIEF FINANCIAL OFFICER’S REPORT
21
20
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
KEY PERFORMANCE INDICATORS
The Group monitors its performance using several
key performance indicators which are reviewed
at Executive Committee and Board level. The key
financial performance indicators are revenue, total
income, underlying profit before tax, profit before tax,
PBT margin, adjusted free cash, number of Corporate
clients, number of Private Markets Risk management
clients, number of Accounts & Payments client
accounts, and the front office to back office
headcount ratios.
BUYBACK
During 2024 we announced two share buyback
programmes of up to £20m each. The first
programme completed in June 2024. As at 31
December, £10m of the second programme had also
been completed. As at 18 March 2025, a further £4m
of the second programme had been completed.
DIVIDEND
Following the strong full-year results, the Board is
pleased to declare a final dividend of 14.0p per share
(2023: 12.3p). Subject to shareholder approval, the
final dividend will be payable to shareholders on the
register at 25 April 2025, and will be paid on 23 May
2025. This represents a total dividend for the year of
18.2p per share (2023: 16.0p).
Despite having sufficient reserves across the
Group, the Board recently became aware that the
Company’s reserves were insufficient, meaning
certain dividends and share purchases were made
other than in accordance with the Companies Act
2006. Details of the transactions which are affected
by this issue (the “Relevant Purchases”) are set out
in note 27 to the Consolidated financial statements
and note 8 to the Company financial statements.
Resolutions will be proposed to shareholders at the
forthcoming AGM to remedy this matter.
Tim Powell
Chief Financial Officer
GROUP
Corporate
Private Markets
Cobase7
Revenue1
2024: £135.6m
2023: £110.4m
2022: £98.3m
2021: £77.5m
2024: £63.8m
2023: £52.8m
2022: £54.3m
2021: £46.0m
2024: £69.0m
2023: £57.4m
2022: £44.0m
2021: £31.5m
2024: £2.9m
2023: £0.2m
2022: -
2021: -
Profit/(loss) before
tax
2024: £123.1m
2023: £115.9m
2022: £46.8m
2021: £33.2m
N/A
N/A
N/A
Underlying2 profit/
(loss) before tax
2024: £47.4m
2023: £43.0m
2022: £38.6m
2021: £33.4m
2024: £31.4m
2023: £24.8m
2022: N/A
2021: N/A
2024: £18.3m
2023: £18.4m
2022: N/A
2021: N/A
2024: £ (2.3)m
2023: £ (0.2)m
2022: N/A
2021: N/A
Risk Management
client numbers3
2024: 1,285
2023: 1,071
2022: 1,047
2021: 881
2024: 974
2023: 838
2022: 838
2021: 709
2024: 311
2023: 233
2022: 211
2021: 172
N/A
Accounts &
Payments client
accounts4
2024: 7,103
2023: 6,467
2022: 4,200
2021: 1,746
N/A
2024: 7,103
2023: 6,467
2022: 4,200
2021: 1,746
N/A
Front office
headcount5
2024: 182
2023: 142
2022: 109
2024: 129
2023: 101
2022: 86
2024: 47
2023: 35
2022: 23
2024: 6
2023: 6
2022: N/A
Total headcount6
2024: 545
2023: 486
2022: 357
2024: 199
2023: 171
2022: 134
2024: 267
2023: 251
2022: 187
2024: 21
2023: 21
2022: N/A
Group Key Performance Indicators
The following KPIs are used to track the business’s performances against the Group’s strategy on page 33.
1 The income from services and products provided to clients during the year.
2 Profit before interest, tax, exceptional items and share-based payments. Underlying excludes the impact of non-cash shared-based
payments, net treasury income on client balances, one-off listing-related and M&A costs and amortisation of purchased intangibles.
3 The number of clients that have generated revenues in excess of £10k over the previous 12 months. The Group excludes Training
Accounts (those that have generated less than £10,000 in revenue since being onboarded) in order to provide a clearer picture of
client retention for the purpose of these figures.
4 The number of accounts opened by clients that were live at the period end.
5 The number of employees in Front Office employed by the Group at 31 December each year.
6 Group includes 58 people in Central Services, who support all divisions. (Central Services headcount was 43 in 2023 and 36 in 2022.)
7 Cobase was acquired in December 2023, and we have separated its performance from our Corporate and Private Markets divisions
to provide greater clarity over its contributions at this early stage.
STRATEGIC REPORT CHIEF FINANCIAL OFFICER’S REPORT
Chief Financial Officer’s Report
Continued
23
22
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
largely unpredictable. Even small changes can have
outsized effects on costs, margins, financial stability
and ultimately the ability to price competitively
and profitably. To manage these risks, businesses
will typically look to hedge their exposure, but this
involves making critical decisions about when to
hedge, how much to hedge and for how long – all in
the face of uncertainty.
Traditional approaches often rely on forecasts
or market commentary, but these are unreliable
and can lead to costly mistakes driven by fear,
greed, or misaligned advice. Furthermore, most
traditional providers profit from transaction-based
commissions, creating potential conflicts of interest
that prioritise short-term business targets over
clients’ long-term stability. This model often results
in clients being sold speculative or reactive hedging
strategies that boost our competitors’ profits but fail
to protect the financial health of the client.
Our Solution
At Alpha, we take a fundamentally different
approach. We focus on strategic, risk management-
led solutions, helping clients align their hedging
activities with formalised programmes that support
their business objectives and minimise risk. Like
a traditional broker, we then offer a full suite of
transactional solutions to execute their strategies,
from spot and forward contracts to more advanced
hedging products.
Despite our consultative approach, we charge no
upfront costs or retainer fees, instead monetising our
services through a margin on trades. In doing so, we
ensure expert financial risk management is accessible
to all businesses, not just enterprises with large
treasury teams or outsourced consultancies.
Our strategies are designed and led by experienced
Senior Partners who have a proven track record of
managing billions in exposures over the years. These
strategies are rigorously stress-tested against historical
and simulated scenarios to ensure they deliver
effective, long-term outcomes. Unlike many in the
industry, we also never place revenue targets on clients,
prioritising client success over our own requirements
to hit revenue targets. Our Partners also hold equity in
Alpha and are rewarded for long-term client retention
through lifetime commissions on their portfolios,
ensuring their interests are fully aligned with those of
our clients. Ultimately, integrity is everything at Alpha,
and we would rather walk away from a deal than provide
advice that we know is not in our clients’ interests.
In addition to expert, client-centric advice, Alpha’s
robust capital position enables us to finance our
clients’ hedge positions with favourable collateral
terms, improving their working capital while effectively
managing their financial risks. This combination of
expertise, integrity, and financial strength ensures our
clients can manage financial risk confidently and cash-
efficiently, and sets Alpha apart as a trusted partner in
navigating financial market uncertainty.
Corporate and private market organisations use
Alpha to unlock significant and sustained value
in areas where traditional banking providers
fail. By combining expert advice with innovative
technologies, we empower C-suite leaders at some
of the world’s most successful organisations to
enhance their financial risk management strategies
and manage their banking activities more efficiently
than ever before. Our approach is always tailored to
each client’s unique needs, but our guiding principles
remain the same: delivering meaningful impact,
always putting our clients first, and prioritising long-
term partnerships over short-term gains.
Before looking at our offerings, it’s helpful to
understand the two main client types we service:
corporate companies and private market companies
(previously referred to as “institutions”).
CORPORATE
OUR CLIENTS
TARGET MARKET
Alpha’s corporate division serves medium to large
businesses with meaningful exposures to financial
risk – typically organisations with turnovers between
£20m and £2bn+. Our target market spans a wide
range of industries, reflecting our sector-agnostic
approach, but they all share a common need: effective
solutions to manage currency volatility (and since
2024) interest rate and commodity price risks. These
risks, if not managed properly, threaten profitability,
competitiveness, and operational stability, making
strategic financial risk management critical.
We currently service 974 corporate clients across
more than 50 countries and 20 sectors, highlighting
the global and diversified nature of our client base.
These businesses value our ability to align financial
risk management with their specific operational and
commercial goals, providing both protection and a
competitive edge versus their peers.
We specialise in working with businesses where there
is strong and enduring mutual value to be gained.
Our focus is on long-term partnerships, built on trust,
tailored solutions and measurable outcomes.
Our solutions are particularly valuable for organisations
that lack the resources of large treasury teams but still
have meaningful exposures that can materially impact
their operations. We bridge this gap, offering access
to expertise, technology and strategies that have
traditionally been reserved for the largest corporations.
In doing so, we empower businesses of all sizes to
mitigate financial uncertainty, protect their margins
and achieve sustainable growth.
CORPORATE OFFERINGS
Financial Risk Management
The Challenge
Businesses face significant financial risks that can
materially affect their performance. Exchange rates,
interest rates, and commodity prices are dynamic and
Business Overviews
Markets & Offerings Explained
STRATEGIC REPORT BUSINESS OVERVIEWS
974
Corporate clients
58
Countries
20+
Sectors diversified across
£200bn+
Est. Global Market Opportunity 5
THE TRADITIONAL WAY
THE ALPHA WAY
Financial market “experts”
Risk management experts
Sales & financial market conversations
Business & risk management conversations
Publish market predictions and commentary
Avoid the noise and distraction of the markets
Recurring client revenue targets
No recurring client revenue targets since inception
Promote complex products
Promote simple products
Sell clients what they want
Sell clients what they need
High volumes of low-value clients
Low volumes of high-value clients
Legacy technology, built for the mass market
Cutting-edge technology, purpose-built for financial
risk management
CORPORATE – FINANCIAL RISK MANAGEMENT AT A GLANCE
5 Commercial Cross Border Payments Revenues | Mckinsey
Global Payments Report 2024
25
24
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
PRIVATE MARKETS
(FORMERLY “INSTITUTIONAL”)
OUR CLIENTS
ESTIMATED GLOBAL MARKET OPPORTUNITY6
PRIVATE MARKETS OFFERINGS
Currency & Interest Rate Risk Management
The Challenge
As private market firms expand their portfolios
across an increasingly globalised landscape, they
face heightened exposure to currency and interest
rate volatility. With investment cycles typically
ranging between 3-7 years, movements in currency
and interest rates can have a significant impact not
only on the returns of individual investments but also
the fund at large, whilst also having an operational
impact on areas such as management fees.
Traditional banks and brokers struggle to meet the
unique needs of private market firms. They lack
the specialised expertise to design bespoke risk
management strategies for sophisticated investment
structures, often defaulting to generic, product-
driven solutions that fail to account for the unique
complexities of the sector. As a result, private market
TARGET MARKET
Our Private Markets division is principally involved
in providing banking and risk management financial
solutions to investment management funds working
in the private capital markets industry. These funds
can require our services to support them across all
stages of their investment lifecycle, as the diagram
opposite illustrates.
Asset classes typically include: private equity,
venture capital, private debt, infrastructure, real
estate and fund of funds. Our clients invest globally,
with their funds domiciled in key investment
jurisdictions, in particular Europe, Singapore (Asia)
and the USA (Americas). Our existing regulatory
scope means we can currently service each fund’s
European business, with an application in Singapore
underway to expand our global reach.
As our reputation and capabilities have grown, we
have also garnered interest from service providers
who wish to partner with us. These organisations
act as channel partners for our services and are
responsible for managing a number of back-office
activities on behalf of investment managers,
including opening and managing accounts, sending
payments, and FX execution. Such service providers
can range significantly in size, with our existing
partners estimated to be managing up to 400
funds, each of which will have multiple investment
entities.7 Each of these investment entities will
typically require their own local account, therefore
representing a significant undertaking for these
service providers.
Data company Preqin8 covers 200,000 investment
funds globally. Each asset held by these funds will
require accounts at the start of their lifecycle, but
many are likely to go on to require FX, fund finance
and payment services, depending on the nature of
their underlying activity. Fund lifecycles typically
span a period of seven years.
firms are left underserved, navigating critical risks
with tools and strategies that are ill-suited to their
unique requirements. This gap creates inefficiencies
in managing exposures, leading to potential
losses and missed opportunities throughout their
investment lifecycles.
Our Solution
Alpha offers a specialised market risk management
service, designed specifically for private market
companies. We go beyond generic transactional
services, acting as a strategic partner to help
private market firms navigate the challenges of
a globalised investment environment. We believe
that an understanding of private markets is just as
important as our expertise in managing financial
risk to maximise value for clients – an area in which
most generalist providers struggle. Our approach
STRATEGIC REPORT BUSINESS OVERVIEWS
Business Overviews
Continued
311
RM Clients
7,103
Accounts in issue
1,975
Investment Managers
60,000+
Fund managers
200,000+
Investment funds
$17tn
Assets under management
Fund Formation
Raising Capital
Investment
Divestment
Liquidation
Establishing
the legal and
operating
foundations of
the fund.
Calling for
capital from
investors.
Managing the
capital and
monitoring
of the fund’s
performance.
Selling of assets
to maximise the
fund’s portfolio.
Distribution
of returns to
investors.
Market Risk
Management
Define FX
/ IR risk
management
policy.
Execute FX/IR
strategy.
FX & IR strategy.
FX/IR final
considerations.
Accounts &
Payments
Bank account
required for
fund.
Bank accounts
required for
SPV/Holdco.
Large but
infrequent
payments e.g.
for investment.
Wind up
accounts.
Payments
to distribute
returns.
Fund Finance
Secure GP
financing.
Secure NAV
facility.
Multi-bank
connectivity
Centralised
cash
management
of multiple
investments.
TIME > (~ 3-7 YEARS)
7 Preqin, Service Providers in Alternatives 2024
8 https://www.preqin.com/data/our-data
6 Preqin Global Data Coverage 2024
27
26
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
combines an intimate understanding of the private
markets landscape with deep expertise in currency
and interest rate risk management, unlocking value
where traditional providers fall short. By looking
at our clients’ investment profiles, what stage
they are at in their lifecycles, and their investment
objectives, we help our clients mitigate the impact
of market fluctuations on their investments, and
enhance portfolio stability. Our experience spans
both fund-level and investment-level market risk
management strategies across a range of needs,
including: portfolio risk, transaction risk, closing risk
and operational risk.
Like our Corporate offering, our approach is then
underpinned by our client-first philosophy and ability
to provide more attractive execution terms through
our superior financial standing.
STRATEGIC REPORT BUSINESS OVERVIEWS
Business Overviews
Continued
Accounts & Payments
The Challenge
Opening and managing investment vehicle bank
accounts is often a time-consuming and uncertain
process for private market firms. Traditional banks
are generalists, designed to service large numbers
of corporate and retail clients at scale. They
operate using one-size-fits-all processes, legacy
technologies, and generalist teams. This means they
are not equipped to handle the highly specialised
nature of alternative investment structures, and
the significant pressures that come with the private
markets industry.
As a result, providing accounts for these structures
is often time-consuming and unprofitable for banks.
This also means that when they do provide an
account, it typically comes at a price: not only will
clients need to put up with a slow and uncertain
service, but they’re also expected to commit to
ancillary products. If they don’t, they risk having their
account closed further down the line. It’s an uneasy
trade-off.
Whilst this can be a significant headache for
individual investment managers, these problems
are magnified considerably for the service providers
tasked with managing many thousands of accounts
on their behalf, day-in, day-out. The sheer number
of interactions across all these bank accounts for
workstreams such as onboarding KYC, payments,
FX, and reporting, is a staggering workload for these
service providers. Furthermore, if the quality of
these interactions is poor or inefficient, it leads to
significant pain and cost for the service provider.
Our Solution
Alpha provides a specialist service designed to
provide accounts to the elements of investment
structures traditional banks struggle with. Our teams,
processes and technologies are designed specifically
to make opening and managing bank accounts as
fast and simple as possible for investment managers.
By digitalising KYC workflows and underpinning
bespoke technologies with a dedicated team of
specialists, we’ve engineered out the frustrations
and uncertainty experienced when using a traditional
bank. As a result, investment managers can rely on
us to provide them with accounts when they need
them, where they need them, and for as long as they
need them – and without any obligation to maintain
minimum balances or use our ancillary services just
to keep the account open.
Furthermore, once accounts are opened, clients
enjoy an intuitive digital platform that can mirror their
investment structure and is designed for their own
workflows, and (if applicable) those of their service
provider. As a result, whether they are an investment
manager responsible for managing a dozen accounts,
or a service provider managing 1,000s, doing so is
quicker and easier than ever before.
Fund Finance
The Challenge
With over 300 lenders in the marketplace, each
with their own lending appetite, accessing fund
finance has traditionally been a time-consuming
and resource-intensive process for investment
managers. Even once the right lender has been
identified, the process of structuring a loan, agreeing
and underwriting terms, engaging legal teams, and
onboarding, creates large and complex manual
workstreams. This would be the case if a borrower
was only engaging with one lender; however, if a
borrower wants to validate the competitiveness of
the terms they receive, they will typically need to
engage with multiple. Given the sheer size and ever-
changing nature of the market, screening even just a
handful of lenders (let alone 300) becomes internally
very time-intensive or requires expensive outsourcing
to traditional debt advisers. This leaves investment
managers with an unsatisfactory trade-off between
their time, money and the competitiveness of the
terms they receive.
Our Solution
Through Alpha’s fund finance platform, Alpha Match,
clients can screen their borrowing requirements
across a database of over 300 lenders in minutes.
This enables them to validate that they have the best
provider for them, and at a fraction of the time and
cost of traditional methods.
After using our screening platform, borrowers receive
a custom-built report covering their most relevant
lender matches. From here, we offer a modular
advisory offering that enables clients to pick the
level of support that best meets their requirements –
from simply matching them with a lender, through to
negotiating, structuring and executing their facility.
THE TRADITIONAL WAY
THE ALPHA WAY
One-size-fits-all approach, servicing mass volumes
of corporate and retail clients
People, processes and technology dedicated to the
private markets industry
Low-touch reactive service delivered by generalist
teams
High-quality proactive service delivered by
specialist teams
Generic compliance processes and manual,
resource-intensive onboarding
Bespoke compliance processes and streamlined,
digitalised onboarding
Slow and unreliable account opening times
Fast and reliable account opening times
Inability to access local accounts in key investment
jurisdictions
Local accounts available across key investment
jurisdictions
Ancillary revenue obligations and minimum spends
required to keep accounts opened
Fixed and transparent annual fee, with no ancillary
obligations or minimum spends
Accounts managed via multiple banks, platforms and
logins
All accounts managed through a single platform,
built for managing multiple investment entities
Legacy technology, built for the mass market
Cutting-edge technology, purpose-built for the
private markets industry
PRIVATE MARKETS – ACCOUNTS AND PAYMENTS AT A GLANCE
29
28
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
STRATEGIC REPORT BUSINESS OVERVIEWS
Business Overviews
Continued
Our Solution
Cobase provides clients with a single interface
with all their banks so that they can centralise their
banking activities via their own ERP or accounting
system, or through Cobase’s online platform. In
doing so, the client unlocks significant operational
and financial efficiencies.
Companies can utilise Cobase’s solution either
directly through its platform or via its off-the-
shelf ERP connections, which support widely used
systems such as Oracle Netsuite and Microsoft
Dynamics. The ease and simplicity with which this
connectivity can be offered is a key differentiator
in a marketplace where it is typically only achieved
through enterprise-grade Treasury Management
Systems (“TMS”). Such systems require expensive
and resource-intensive manual integrations with
separate banking and payment providers, as well
as separate memberships with networks such as
SWIFT. Cobase however enables companies to
leapfrog these barriers through its unique approach
of being a software business, whilst also holding its
own regulatory statuses and SWIFT membership.
Alongside its bank connectivity, key features
include a Central Payments Hub as well as a Cash
Management and Treasury Management module.
This makes Cobase a flexible and accessible option
for organisations that would benefit from many of
the features of a TMS, but lack the time, costs and
expertise traditionally required to implement and
maintain one. Cobase empowers businesses to
simplify cash management, streamline processes,
and reduce reliance on manual workflows, ensuring
an efficient and secure financial ecosystem.
COBASE
OUR CLIENTS
The Challenge
Effective cash management begins with achieving
cash visibility. However, as businesses expand, this
becomes increasingly complex. Companies often
need to gather data from multiple bank accounts
and platforms, each using different file formats, and
then consolidate this information into a centralised
source to create a daily cash position. This process
is inherently time-consuming, labour-intensive, and
prone to errors.
Without streamlined systems, finance teams
are forced to perform manual banking tasks
outside their ERP or accounting systems, which
introduces inefficiencies, security risks, and
potential inaccuracies. The complexity multiplies
as companies work with more banks, making it
difficult to execute payments, track receivables, and
monitor cash positions effectively. To overcome this,
businesses would ideally look to build connections
via API, however, most companies do not have the
capacity to configure these connections, let alone
maintain them.
214
Clients
19
Countries
2023
Acquired by Alpha
THE WORLD PRIOR TO COBASE AND POST ITS IMPLEMENTATION
Employee
ERP
BANK A
BANK B
BANK C
BANK ...
BANK X
BANK Y
OTHER
3RD PARTY
SERVICES
BANK Z
Employee
ERP
BANK A
BANK B
BANK C
BANK ...
BANK X
BANK Y
OTHER
3RD PARTY
SERVICES
BANK Z
TREASURY
CASH MANAGEMENT
PAYMENTS
THE TRADITIONAL WAY
THE ALPHA WAY
Manually screen requirements against a handful of
lenders over a series of months.
Automatically screen requirements against 300+
lenders in a matter of minutes.
Lender sourcing is restricted to pre-existing
relationships, reducing market-testing.
Lender sourcing is entirely objective and carried out
across 300+ lenders.
”All-or-nothing” service offering, resulting in high fees
for work that may not always be needed.
Modular service offering, with the flexibility to pick
and choose from five different advisory offerings,
based on specific requirements.
Resource-intensive or expensive depending on
whether the process is managed internally or
outsourced.
Significantly more cost-effective than using
outsourced consultants.
PRIVATE MARKETS – FUND FINANCE AT A GLANCE
31
30
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
STRATEGIC REPORT OUR STRATEGY
CORE STRATEGY
▼
ACQUIRE MORE CLIENTS
We continue to grow our client base by penetrating further into existing and new markets, whilst
developing our products and services to cater for a broader range of client needs.
RETAIN EXISTING CLIENTS AND GROW WALLET SHARE
We aim to retain our existing clients whilst increasing our wallet share by increasing the value that we
add to them and evolving our services.
CORPORATE
▼
PROGRESS IN 2024
−
Our corporate client base grew by 16% during
the year.
−
Sales headcount grew by 28% during the year
to 129, which will enable us to accelerate client
acquisition moving forward.
−
Avg. revenue per client increased by 4% to £65k.
−
Three new product offerings launched: interest
rates, commodities and connectivity solutions.
FUTURE FOCUS
−
Sales engine: Growing, developing and inspiring our
global sales team across all of our product lines and
locations.
−
Product development: Enhance our product offerings to
increase the value that we add to our clients and boost
wallet share and retention.
−
Ease & integration: Innovation focused on streamlining
our operations and service offering and making it easier
to work with and embed with us.
−
Product diversification: Broaden our product offerings
to enhance our value proposition, attract more
customers, and boost cross-selling opportunities, with
the launch of commodity and interest rate offerings in
2025, alongside our acquisition of Cobase.
PRIVATE MARKETS
▼
PROGRESS IN 2024
−
Our private markets client base grew by 33%
during the year.
−
Sales headcount grew by 34%.
−
Avg. revenue per client decreased by 10%.
−
Two new products launched: interest rate risk
management and connectivity solutions.
FUTURE FOCUS
−
Sales engine: Growing, developing and inspiring our sales
team across all of our product lines and locations.
−
Cross-selling: Maximise cross-selling opportunities
between our four complementary product lines.
−
Ease & Integration: Deepening our relationships and
technical integrations with service providers and
investment managers.
−
Scalability: Increase operational scalability, whilst
maintaining our highly specialised service offerings.
−
Global expansion: Increasing our presence and brand
awareness in key investment jurisdictions across Europe,
Asia and America.
Our Strategy
33
32
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
STRATEGIC REPORT OUR BUSINESS MODEL
Our Business Model
Business can be complicated.
We strive to make it less so.
OUR RESOURCES
▼
PEOPLE
500+ people speaking
20+ languages,
brought together by
a high-performance
culture, and led by an
experienced leadership
team.
PROCESSES
Streamlined but
robust systems and
processes, enabling
quick and controlled
decision making, with
increasingly high levels
of automation.
TECHNOLOGY
Low-legacy, modular
technologies, that are
regularly evolving, in
order to more effectively
and efficiently meet the
needs of our team and
clients.
PARTNERS
Working in partnership
with leading suppliers
and channel partners
enhances our business
model and enables
us to reach a wider
audience.
CAPABILITIES
Well-capitalised, debt-
free and profitable,
with a high-quality
and diverse product
offering, and a strong
reputation as a FTSE
250 business.
OUR STRATEGY
▼
Our overarching objective is to grow our business by executing on our strategy outlined on pg 33.
And delivering on our KPIs on pg 23.
GUIDED BY OUR BEHAVIOURS
▼
ACT AS ONE
BE HUMBLE
SEEK REALITY
EXPECT MORE
MAKE MOVES
THE VALUE WE CREATE
▼
EMPLOYEES
Providing outstanding
earning and learning
potential for everyone
who works with us.
CLIENTS
Solutions that make
a substantial and
enduring difference
to our clients.
SHAREHOLDERS
Delivering sustainable
long-term returns to our
shareholders.
PARTNERS
As our business grows,
so do the opportunities
for our partners that
work with us.
COMMUNITIES
Fundraising and
volunteering for our
chosen charities and
environmental causes.
~150
Employee
shareholders
1,285
Clients
>10X
Share price growth
since IPO.
10
FX
counterparties
100%
Carbon Neutral
company
OUR PURPOSE
▼
To create an exceptional community, full of opportunity, that works hard and lives well.
COMMUNITY
All of the above stakeholders we work with: employees,
clients, shareholders, partners and communities.
OPPORTUNITY
The growth and rewards that come from playing a part in
our community’s success
35
34
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Principal Risks & Uncertainties
Tim Butters, Chief Risk Officer
STRATEGIC REPORT PRINCIPAL RISKS
ENTERPRISE RISK MANAGEMENT FRAMEWORK
The environment we operate within inherently
exposes the Group to a number of risks. Our
Enterprise Risk Management (“ERM”) framework
provides assurance to the Board on the sound
management of existing and emerging risks and the
effectiveness of our internal controls.
GROUP STRATEGY
Risk is a core consideration when setting strategy
and business plans. Risks that can impact the
delivery of the strategy are proactively identified to
ensure we can manage them accordingly.
RISK APPETITE
Set by the Board, the risk appetite defines how much
risk we are willing to take in pursuit of our strategic
objectives. The appetite categories are reviewed by
the Governance, Risk and Compliance Committee
(“GRC”), approved by the Board, and set acceptable
boundaries. Our risk appetite ensures the ongoing
monitoring and management of prudent levels of
operational, compliance, financial, strategic, and
information risk whilst enhancing shareholder
value. Our risk appetite is established by qualitative
risk appetite statements and measured through
THE RISK ENVIRONMENT IN 2024
Key areas of focus across non-financial risk have
included the implementation of the new Consumer
Duty requirements, ongoing assessment and
improvements in operational resilience, and
continued strengthening of our financial crime
controls. The 2024 external environment presented
several areas for the Group to consider as
opportunities and threats. The US dollar continued
to show strength, bolstered by the Federal Reserve’s
hawkish stance on interest rates, whilst geopolitical
tensions continued to move markets with the impact
of the war in Ukraine continuing and China-Taiwan
tensions, as well as new conflict in the Middle East
and US Presidential changes.
OUR APPROACH TO ENTERPRISE RISK
MANAGEMENT
We continue to adopt an industry-recognised ‘three
lines of defence’ model to manage our principal
risks, in line with enterprise risk management best
practices.
First line of defence
Primary responsibility for managing risk through the
design and implementation of appropriate controls.
This sits with operational management who own and
manage their risks.
Our risk management framework is key to growing the business
sustainably. We continue to ensure that our framework keeps
pace with the growth of the Group, whilst enabling a consistent
approach to risk management, essential to our financial strength,
resiliency, and delivery of strategy.
quantitative key risk indicators (“KRI”) metrics.
To stay within our appetite, we always observe
a compliant legal and regulatory regime whilst
applying best practices, including:
−
Creating a clear framework of accountability
and responsibility that is transparent and
allows for better decision-making;
−
Recognising that our two divisions face
different and common risks, and will therefore
set policies, procedures, and the necessary
reporting mechanics to ensure and validate
that risks are understood, monitored,
managed, and controlled; and
−
Recruiting, retaining, and developing our
people to embed a culture that reflects the
risk appetite.
The appetite statements provide clarity on the scale
and type of activities we wish to undertake, and the
Board has set a two-tiered limit approach to the
quantitative metrics (KRIs) through amber and red
thresholds. The amber thresholds allow for early
identification of risks that are regularly occurring,
picking up velocity or approaching appetite limits.
The red thresholds are set to appetite; a level of risk
more than the red limit is seen as ‘out of appetite’
and reportable to the Board.
Second line of defence
Comprised of the teams in Risk, second-line
Compliance, Cyber Security, and Legal, who are
responsible for building and embedding the risk
framework. At Alpha, the second line works closely
with the first line to challenge, but also to advise on
and monitor our controls. The second line ensures
that levels of risk against risk appetite are reported
to the Board and escalated when exceeded.
Third line of defence
Internal Audit, along with other third-party
reviewers (including the annual External Audit),
provide independent assurance to the Board
on the effectiveness of the risk management
framework and the operation of the first and
second lines of defence.
Alpha has independent external audits across
(i) Compliance & AML (including safeguarding)
(ii) Information Security, (iii) Finance (including
Settlements), and (iv) Technology. The Governance,
Risk and Compliance Committee, together with the
Audit Committee, decides quarterly whether any
additional external audits should be scoped. Where
appropriate, insurance policies are used to further
reduce the impact of risks manifesting as losses.
RISK CULTURE
AND GOVERNANCE
RISK PROFILE
RISK APPETITE
GROUP
STRATEGY
RISK POLICIES
IDENTIFICATION
AND ASSESSMENT
CONTROLS TESTING
RISK REPORTING
AND MONITORING
ENTERPRISE RISK
FRAMEWORK
1
2
3
4
5
6
7
8
37
36
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
RISK PROFILE
This is the current measure of the level of risk the
business is exposed to. Key risk indicators and risk
limits determine the Group’s risk profile and indicate
whether we are operating within appetite. We
continue to invest in risk infrastructure to provide
better insight into our risk profile.
RISK CULTURE AND GOVERNANCE
The board has ultimate responsibility for the risk
strategy, especially in regard to the principal risks.
The group prides itself on its strong and embedded
risk culture. The executive team are full-standing
members and regular attendees of the monthly
Governance, Risk and Compliance Committees.
Oversight of the risk management framework is
governed by the Governance, Risk and Compliance
Committees under delegated authority from the
Board. Risk management is the responsibility of
everyone at Alpha, and we promote a risk culture
that embodies ownership and accountability,
including a strong ‘tone from the top’.
RISK POLICIES
Policies are used to clearly define the approach to
risk management across the group and to assign
accountability. The policy framework includes a
centralised register of policies which are approved
at least annually by the GRC.
IDENTIFICATION AND ASSESSMENT –
PRINCIPAL RISKS
To be managed, risks need to be identified and
understood. Alpha utilises several approaches to do
so, from risk and control self-assessments (RCSA),
top-down risk assessments (TDRA), and workshops,
ensuring risk has a ‘seat at the table’ in operational
and strategic decisions. The RCSA process ensures
regular review of risk across the group and enables
the risk and control owners to identify any new or
emerging risks. Risks are assessed at an inherent
(without control) and a residual (with control) level.
Where risks are outside of tolerance, risk treatment
plans are implemented and monitored through the
Governance, Risk and Compliance Committee (GRC).
In total, we have over a hundred risks in our risk
register, which we monitor closely.
STRATEGIC REPORT PRINCIPAL RISKS
TIM BUTTERS
Chief Risk Officer
CONTROLS TESTING
We continuously work towards strengthening our
control framework, with key controls frequently
tested to assess their design and operational
effectiveness. This gives us a more proactive
approach to risk management, with the results
of the assessments reported to the Governance,
Risk and Compliance Committee ensuring clear
accountability for the firm’s key controls. This is
complemented by ad-hoc ‘deep dives’ where, in
response to internal or external developments,
specific areas of the business may be targeted
for a more in-depth review. In addition to internal
controls testing, Alpha undergoes several internal
and external audits per annum, whereby our
controls are independently reviewed. Any findings
are tracked by the Internal Audit function through
to closure via the GRC.
RISK REPORTING AND MONITORING
Reporting provides oversight of the firm’s risk
profile against appetite and identifies new risks
or increasing exposures that may become out
of appetite. We continue to enhance our risk
reporting, ensuring key risks are presented in a
way that decisions can be made. Daily scenario
testing ensures appropriate management of
liquidity and credit risk. In addition to our regular
reporting, the Group conducts an internal capital
adequacy and risk assessment (ICARA) to ensure
it has systems and controls in place to identify and
monitor material risks of harm that may result from
business operations. The ICARA is subject to robust
challenge.
Tim Butters
Chief Risk Officer
“The group prides
itself on its strong and
embedded risk culture.
The executive team are
full-standing members
and regular attendees of
the monthly Governance,
Risk and Compliance
Committees.”
Principal Risks & Uncertainties
Continued
39
38
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
STRATEGIC REPORT PRINCIPAL RISKS
We assess, manage, and mitigate risks to deliver on our purpose
and strategy. The risks below have been grouped as per Alpha’s
risk taxonomy.
Principal Risks
FY2024
RISK MITIGATIONS AND UPDATE
MOVEMENT
−
The Group maintains robust policies, procedures, systems and
controls, monitoring, and assurance programs. These ensure continued
compliance with our regulatory obligations.
−
We have integrated with several RegTech providers to ensure we have
the best and most innovative tools at our disposal.
−
The Compliance team continues to appropriately increase its headcount
to accommodate regulatory and business needs, including hiring
resources to ensure local expertise and compliance in newly licensed
jurisdictions.
−
The governance of compliance risk via Governance, Risk and Compliance
Committee forums reflects the prioritisation of compliance within
Alpha’s long-term objectives and goals. Working groups, including
horizon scanning, have been cultivated to ensure focus time to detect
and highlight key compliance topics.
−
Our dedicated quality assurance and compliance monitoring functions
have been enhanced further this year, showing our commitment to high
levels of oversight and accountability.
−
We have strong relationships with best-in-class regulatory compliance
consultancies which we utilise to provide independent advice and
assurance on our compliance processes.
−
Independent external audits are conducted on our AML and
safeguarding processes and controls.
INCREASED
REASON FOR MOVEMENT:
The regulatory risk
environment is increasingly
complex. There remains
ongoing focus by regulators
to improve outcomes for
customers and further
enhancement of e-money
regulation to align more
to investment license
regulatory oversight.
The Group faces the risk of failing to adhere to its regulatory and legal requirements. Failure could see the Group
exposed to significant penalties and reputational damage. Additionally, any new regulation and legislation, or
changes to existing, may require the Group to increase its spending and/or change business practices.
Operational & Compliance Risks
Legal & Regulatory Risk
RISK MITIGATIONS AND UPDATE
MOVEMENT
−
Alpha is committed to safeguarding both itself and its clients from
financial crime.
−
We have conducted annual reviews of our Financial Crime Risk
Assessment and internal policies and procedures to ensure these are
appropriate to counter the financial crime threats posed.
−
We establish and maintain risk-based Know Your Customer procedures,
including Enhanced Due Diligence for those customers presenting
higher risk.
−
We have tailored risk methodologies for different client typologies.
−
After integrating with two industry-leading transaction monitoring and
screening systems, we are continually fine-tuning these systems to
ensure they are capturing risks effectively.
−
We continue to develop quality assurance programmes to ensure high
standards are maintained across the Group.
−
We are continually upgrading our suite of internal training modules to
ensure strong knowledge and understanding of risks posed to Alpha.
UNCHANGED
The Group faces the risks of being used as a conduit to commit financial crime involving fraud or dishonesty;
misconduct in, or misuse of information; or handling the proceeds of crime.
Operational & Compliance Risks
Financial Crime Risk
41
40
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
STRATEGIC REPORT PRINCIPAL RISKS
Operational & Compliance Risks
Operational Risk
The Group is subject to the risk of financial and reputational loss resulting from inadequate or failed internal
processes, human error, system failures, or external events. This may arise from, but is not limited to, events such
as incorrect process execution, fraud, technical roll-outs and changes in the regulatory environment, inputting or
execution of a trade or settlement, internal fraud, and financial reporting delays or errors.
RISK MITIGATIONS AND UPDATE
MOVEMENT
−
We continue to invest in, and focus on, retaining a scalable operating
model, with a particular ongoing focus on automation and straight-
through processing.
−
We promote a positive speak-up culture to enable proactive
identification of risks and risk events.
−
The Risk team oversees the operational risk framework, working closely
with risk champions in each first-line team to ensure risks and risk
events are proactively identified and reported.
−
Firmwide risk and control self-assessments are conducted in each
department at least twice a year to identify risks and controls at an
inherent and residual level.
−
We have a well-defined control framework in place, with key controls
regularly tested for effectiveness by the risk team.
−
We maintain a strict division between Front and Back Office functions to
ensure independence, risk reduction, and financial control.
−
Our Operational Resiliency Framework has been implemented.
−
We are establishing a standalone Internal Controls function with a focus
on key control activities.
DECREASED
REASON FOR MOVEMENT:
Process optimisation
including an increase of
straight-through processing
and increased controls
mapping and testing.
Operational & Compliance Risks
Dispute Risk
Whilst a client may not default on a contract, they may dispute its validity. With the challenging macro backdrop,
there is a risk clients may try to renege on trades that have gone against them.
RISK MITIGATIONS AND UPDATE
MOVEMENT
−
Our thematic deep dive on dispute risk is frequently revisited and
reviewed.
−
All trades have evidence recorded against them of the trade instruction.
−
All derivative trades are reviewed by the compliance team, ensuring
trades are booked in line with regulation and policy.
−
All credit facilities are reviewed by the credit team, ensuring credit
agreements are executed correctly.
−
Our Compliance Monitoring team samples a percentage of all trades to
ensure all documents are correct and present and evidence is attached
to trades.
−
Controls regarding the disclosure of complex derivative products to our
clients are in place, including compulsory monthly valuation reports
sent to all authorised signatories and trade confirmations sent to the
director(s) in addition to authorised contacts.
−
Although we continued to reduce the offering of complex FX derivatives,
Alpha has started offering interest rates and commodities products to
its customers. Alpha’s existing derivatives controls framework has been
applied to new products to minimise risk exposure.
−
The Risk team controls tests the above processes to ensure they are
operating effectively.
UNCHANGED
Principal Risks FY2024
Continued
43
42
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Principal Risks FY2024
Continued
STRATEGIC REPORT PRINCIPAL RISKS
Credit risk is inherent in Alpha’s business model. The Board accepts that credit losses are a function of our trading,
and we take a risk-based approach to balance revenue opportunities against the risk of default. We are exposed
to credit risk if a client fails to deliver currency at maturity of the contract and/or fails to deposit margin when a
margin call is made. Alpha’s credit risk is equal to the negative fair value of the contract minus any deposit held at
the time of cancellation.
RISK MITIGATIONS AND UPDATE
MOVEMENT
−
The Group’s credit exposures are to a select target market of corporate
and private markets clients. We have a dedicated Credit team with
significant experience who review all credit requests and conduct
ongoing reviews throughout the duration of the contract. The frequency
of these reviews is driven by the risk level of each client, as well as any
material macro event that may affect our client base.
−
Our internal credit platform allows for bespoke management and
oversight of credit facilities, margin calls and reporting.
−
Our terms and conditions enable all future customer trades to be at
our discretion. Therefore, we can react quickly to changes in the macro
environment or individual client profiles, capping our exposure to past
trades only. This significantly reduces our risk exposure and poses
significantly less risk than providing traditional credit facilities.
−
We conduct ongoing stress testing of our credit book to simulate
stressed market conditions. In 2024, particular emphasis has been put
on clients’ exposures to high interest rates and energy costs.
−
Second-line oversight of credit exposures and policy adherence is
performed by the Risk team.
−
Top client concentrations are monitored closely and disclosed on our
website by currency pair.
INCREASED
REASON FOR MOVEMENT:
Whilst our approach
to credit has remained
disciplined the
macroeconomic backdrop
has resulted in a net
increase in risk.
Operational & Compliance Risks
Technology Risk
Technology underpins most businesses, and Alpha is no different. We rely on the uptime and availability of in-
house and third-party systems. A failure in this technology could disrupt both our own and our clients’ businesses.
RISK MITIGATIONS AND UPDATE
MOVEMENT
−
We are cloud-first, giving us the ability to host our services with
resilience built in and scale our platform according to our clients’
demands and needs.
−
We continue to invest in our technology platform informed by regular
architectural, infrastructure, and application-level reviews.
−
We have further invested in enhancing our systematic monitoring tools
for identification of system downtime and performance issues.
−
We have enhanced our incident management, from initial visibility
through to resolution, streamlining core processes by utilising
automation and reviews of existing tooling and processes.
−
Working with leading cloud providers such as Amazon and Azure gives us
the ability to utilise evolving technologies with minimal effort.
−
We understand that our clients expect that their data is handled with
care and utmost confidentiality. Alpha’s accounts & payments solutions
and all central supporting services are certified to internationally
recognised security certification, namely ISO27001.
−
Alpha continues to invest in world-leading security technologies,
adopting a defence-in-depth approach to provide both protection and
the ability to react to cyber incidents.
UNCHANGED
Financial Risks
Credit Risk
45
44
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
STRATEGIC REPORT PRINCIPAL RISKS
Strategic Risks
Strategic Risk
Risk is inherent in any strategy. To ensure we execute effectively we need to understand and actively manage our
strategic risks.
RISK MITIGATIONS AND UPDATE
MOVEMENT
−
We have a clearly defined strategy, which we continue to execute successfully,
with key risks to delivery identified and reviewed regularly.
−
The Board is presented to, and signs off on, the strategy of the Group and
receives updates from the Executive Directors throughout the year.
−
Alpha’s Board has extensive experience in entering new markets and scaling
businesses, which it applies when considering new opportunities.
−
We ensure new initiatives align with our strategy and assess the risks associated
with strategic initiatives.
−
A succession plan is in place and approved by the Board for all key roles. Key
management have contracts that provide notice periods for the Group’s protection.
−
We hold strong, transparent relationships with multiple banking partners and
remain aligned on risk appetite.
−
Strategic risk registers ensure risks are regularly assessed, with executive
ownership assigned for each.
−
We monitor macroeconomic and geopolitical development to understand the
implications.
UNCHANGED
Reputational Risk
Alpha is highly regarded in our industry. Maintaining this reputation is important to retain our existing clients, expand
our client base, and preserve our strong relationships with our banking partners, employees and wider stakeholders.
There is a risk that an unforeseen event may adversely affect Alpha’s reputation, impacting future profitability.
RISK MITIGATIONS AND UPDATE
MOVEMENT
−
We have a marketing and communications strategy that includes detailed and
open public reporting.
−
We pride ourselves on strong cultural values and a positive risk and compliance
culture.
−
We maintain an open and proactive dialogue with our banks and regulators to
provide high levels of transparency and comfort.
−
We have a contract with a cyber security and reputation management company,
which provides an online impersonation takedown service to minimise, where
possible, brand impersonation.
UNCHANGED
Alpha operates a matched-principal brokerage model, meaning that it immediately executes a matching trade
with its banking counterparties on receipt of client orders. Liquidity risk arises if Alpha is unable to meet its
financial obligations when they fall due. This could result from an overextension of credit facilities or a large move
in a currency pair that Alpha has a large exposure to. If Alpha were unable or restricted to meet its trading capital
requirements, this could result in its banking counterparties closing out positions or even terminating the trading
facilities currently provided.
RISK MITIGATIONS AND UPDATE
MOVEMENT
−
Our terms of business enable us to collect margin from certain clients
in response to adverse market moves (margin calls). Alpha benefits
from netting where we are called to place margin from our banking
counterparties on a netted currency pair basis, whereas we can call
our clients for margin on an individual client basis.
−
Key risk indicators act as an early warning system to alert the Board
to conditions that could potentially lead to a period of stretched
liquidity.
−
Our cash position has increased significantly due to profitable trading
and interest accrued on balances.
−
The Senior Management team reviews forecasts and cash flows
regularly to determine whether the Group has sufficient cash reserves
to meet future working capital requirements and to take advantage of
business opportunities.
−
We perform liquidity analysis at a net currency and FX cross basis,
including client margin call versus bank margin call, to identify any
funding shortfall.
−
We conduct client and overall book stress testing with circuit breakers
in place.
−
Top client concentrations are closely monitored and are disclosed on
our website by currency pair.
−
We have multiple liquidity providers, reducing the concentration risk
to our banking counterparties.
UNCHANGED
Financial Risks
Liquidity Risk
Principal Risks FY2024
Continued
47
46
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
RISK MITIGATIONS AND UPDATE
MOVEMENT
−
We regularly educate employees about security, data privacy and the importance of
it across our business.
−
A comprehensive information security risk management process is well-defined and
rolled out across the business, giving all stakeholders relevant updates on security
focus areas, ensuring informed decisions can be made
−
Alpha continues to grow its incident response capabilities through onboarding managed
service providers to perform 24/7 incident alert and management capabilities.
−
The Security Operations team has enhanced the usage of existing tooling and
integrated more features to enable faster and automated responses to day-to-day
security management, including phishing, malware and vulnerability management.
−
A security readiness is assessed through a comprehensive independent external
testing schedule against all Alpha external facing and key internal systems, ensuring
that the software and systems we build are free from vulnerabilities.
−
We continue to work with our engineering teams to build a culture of security good
practice. Through revisiting the tooling we have in place, new security awareness
training, and automated workflows, security is considered at the very beginning of
the development journey, thereby reducing vulnerabilities being introduced and
ultimately speeding up delivery.
−
Cyber insurance remains in place. However, we have enhanced coverage against
cyber-related loss, whilst reducing the premium, demonstrating the maturity of
controls Alpha have adopted and continues to enhance.
−
Security awareness and education remain a core focus, with comprehensive training in
place for all employees, helping to identify security issues early and enable swift resolution.
−
Data loss prevention, which was initially introduced in 2023, is now fully in place
across all users, providing full visibility of data movement outside of the group
network, as well as the ability to pre-emptively block the movement of sensitive data.
−
Alpha continues to leverage top-tier cloud service providers. In line with the shared
responsibility model, we ensure our responsibility regarding data security is fulfilled
in line with best practices, a defence-in-depth approach, control testing, and training.
−
Alpha continues to invest in cloud technologies to leverage security ‘built by design’
and provide the Group with scalable services in preparation for expansion across new
and existing regions.
−
Alpha continues to stay ahead of regulatory changes, and in particular, with DORA
being a new regulation, Alpha has enhanced its third-party supplier due diligence
process to capture all relevant requirements.
UNCHANGED
Security is a vital part of Alpha’s fabric and is integral to ensuring the sensitive data and money that we process on
behalf of our clients maintains confidentiality, integrity, and availability. The Group faces the risk of its operating
systems failing and the failure to safeguard business-critical data and systems.
Information Risk
Cyber & Data Security
STRATEGIC REPORT PRINCIPAL RISKS
49
48
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Viability Statement
reduced, as profitability decreases. Management
could also take further actions to reduce the cost
base of the business if necessary and consider
ceasing the share buyback programme and/or
dividend payments.
In all four of the severe but plausible scenarios,
sufficient cash is retained within the business, the
business remains profitable, regulatory capital
requirements are comfortably maintained, and the
business remains debt-free. The Group has also
considered its reliance on strong relationships with
our regulators and key partners and believe that
while changes to either could impact the group, they
would not impact its viability in a three-year period.
The Group has considered whether any longer-
term trends, outside of the three-year period could
impact the Group’s viability and have not identified
any such matters. Additionally, the Group conducted
a reverse stress test scenario which demonstrated
that the events that would need to simultaneously
occur to exhaust the Group’s liquidity were
extremely unlikely.
We have also not identified any climate-related
risks that could materially impact our financial
performance, strategy, or business model over
the three-year time horizon. Our customer base is
highly diversified by industry, customer size, and
geography, and we expect our operations to remain
resilient to climate risks. The climate-related risks
we have identified will likely arise over the long term
and remain immaterial to the Group’s business
model. However, we acknowledge that climate
change will likely intensify, so we shall continue
monitoring and assessing the related risks.
CONFIRMATION OF VIABILITY
Significant free cash flow generation and the strength
of the Group’s balance sheet provide comfort around
the ability to absorb the impact of the stress tests.
As previously mentioned, the reverse stress analysis
also demonstrated that the factors required to
exhaust Group liquidity are considered an extreme
remote likelihood. Based on the above assessments,
the Directors have a reasonable expectation that
the Group will be able to continue in operation and
meet its liabilities as they fall due over the three-year
period to 31 December 2027.
In accordance with the UK Corporate Governance Code,
the Directors have assessed the viability of the Group over
a three-year period to 31 December 2027.
STRATEGIC REPORT VIABILITY STATEMENT
This assessment period remains appropriate given
the timescale of the Group’s annual strategic
planning process, which evaluates the commercial
and financial performance of the Group over the
subsequent three years, including the impact on
cash and liquidity.
The strategic planning process begins with input
from the Group’s Executive Leadership Team and
the Board. The first year of this three-year forecast
serves as the Group’s budget, informed by detailed,
bottom-up input derived from the strategic plan.
The second and third years are built on the same
forecast methodology but also use top-down drivers
and trends.
The Group’s revenue has grown by a compound
annual growth rate (CAGR) of 20% over the last
three years. This has been driven by increasing
the number of customers, expanding the products
offerings, and growing our global presence via
expansion through international offices. This
growth has happened despite a backdrop of high
inflation and increasing interest rates, which
has put pressure on our customer base as they
have had to manage incremental costs to service
their debt, market uncertainty and changes to
investment opportunities. However, this high-interest
environment has enabled the group to earn interest
on client balances (Net Treasury Income, “NTI”).
When combining Revenue and NTI, the Group’s Total
Income has grown at a CAGR of 42% over the last
three years.
The above growth is evidenced by an increase in
profit before tax, a CAGR of 55% over the same
period to £123m and adjusted cash CAGR of 35% to
£218m, despite share buybacks of circa £30m.
VIABILITY SCENARIOS
The assessment of the Group’s viability considers
four severe, but plausible scenarios aligned to the
principal risks and uncertainties set out on pages
36 - 48. The realisation of these risks, to the extent
modelled, is considered highly unlikely. The degree
of severity applied in the viability scenarios was
based on management’s experience and knowledge
of the industry to determine plausible changes in
assumptions.
The most relevant potential impact of the key risks
on viability over the three-year plan are:
−
a substantial and prolonged downturn in
the economies of the regions we operate in,
primarily the UK and Europe, resulting in a
significant and sustained reduction in revenue
compared to the budget and three-year
business plan;
−
a loss of, or severe reduction in, recurring
revenue from our largest clients;
−
a macro-economic downturn significantly
increasing the credit risk of our current and/
or future clients, leading to increased levels of
bad debt losses from a high number of client
defaults; and
−
a substantially quicker reduction in the global
interest rate environment than we have
modelled, coinciding with the quantum of client
balances we hold materially decreasing.
The Group benefits from a high proportion of
costs being variable costs, such as variable pay,
travel & entertainment, bank charges, marketing,
and recruitment costs. In the event of the above
scenarios, these variable costs would naturally be
“In all four of the severe
but plausible scenarios,
sufficient cash is
retained within the
business, the business
remains profitable,
regulatory capital
requirements are
comfortably maintained,
and the business
remains debt-free.”
51
50
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
effectiveness of this method vary, our monitoring
found that it did not significantly influence the
diversity of candidates we engaged with. As a
result, we shifted to a more proactive approach
that better aligns with Alpha’s goals.
This began with reinforcing expectations with
our recruitment agencies to ensure we access a
broad and representative talent pool. Internally,
we also revamped our interview process by
involving a more diverse group of team members
across different backgrounds and seniority levels.
This approach not only enhances our team’s
skills in conducting professional interviews and
showcasing Alpha’s culture but also provides
candidates with a clearer view of the variety of
people who thrive at Alpha.
Below, we present the gender and ethnic
composition of our global team as of December
2024, reflecting our ongoing commitment to
transparency and accountability.
OUR COMMUNITY
DIVERSITY & INCLUSION
An inclusive workplace is essential to achieving our
shared goals, and we are committed to ensuring
every individual feels empowered to realise
rewarding career opportunities. By recruiting and
promoting people based on their attitude, skills, and
experience, we have built a high-performance team
that reflects our commitment to meritocracy and
excellence.
We conduct an annual Diversity, Equity, and Inclusion
(DEI) survey to gather anonymous feedback from
our team members. This, alongside our DEI working
group, provides us with insights to shape our DEI
agenda for the year ahead, ensuring that our efforts
align with the needs and experiences of our team.
Additionally, the survey captures self-identified
demographic data, enabling us to measure our
progress and identify areas for improvement.
In 2024, we trialled an anonymised CV policy in
our recruitment process to evaluate its impact on
fostering diversity. While external opinions on the
STRATEGIC REPORT SUSTAINABILITY
HEADCOUNT BY GENDER AND ETHNICITY AS OF 31ST DECEMBER 2024 *
DEFINITION
MALE
FEMALE
WHITE
ETHNIC
Board
Alpha Group International plc Board
5
1
4
2
Senior Leadership
Team
Direct reports to the Executive, and
senior staff members
24
6
23
7
Senior Manager
Individuals in senior level roles with
managerial responsibilities
5
4
7
2
Manager
Individuals in junior – mid level roles
with managerial responsibilities
18
15
25
8
Team Member
Junior team members or those with
no managerial responsibilities
199
121
263
57
* The above ethnicity data is gathered via Alpha’s annual Diversity, Equity, and Inclusion survey.
The survey is confidential, and employees participate voluntarily. The participation rate was over 70%.
OUR PEOPLE
Creating an exceptional community
full of opportunity.
Our purpose is simple but powerful: “to create
an exceptional community full of opportunity
that works hard but lives well.” This vision drives
every aspect of our operations and reflects
our ambition to build a thriving workplace that
delivers value for all stakeholders. The stronger
our community, the more opportunities we
can capture. And the more opportunities we
create, the more we can invest back into our
people and our business. This virtuous cycle
underpins our approach to sustainable growth,
ensuring that our success is both meaningful
and enduring.
L
iv
e
s
W
e
ll
W
o
r
k
s
H
a
r
d
OPPORTUNITY
The more opportunities
we capture, the more we
can invest back into our
community
COMMUNITY
The stronger our
community becomes,
the more opportunities
we can capture
Exceptional Community
Full of Opportunity
−
Supporting working parents
−
Personal development opportunities
−
Volunteering in local communities
−
Diversity & Inclusion
−
Supporting charitable causes
−
Employee Assistance Programme
−
Sponsored training & qualifications
−
Health & Wellbeing
−
Award-winning office environments
−
Cycle to work scheme
−
Electric car scheme
−
Private healthcare
−
Career progression
−
Market-leading remuneration
−
Unique experiences
−
Global mobility
−
Mentorship and leadership development
−
International incentive trips
INITIATIVES AT A GLANCE
Sustainability
At Alpha, our ability to attract, develop, and retain the right
talent is at the heart of our long-term success.
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ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Sustainability
Continued
STRATEGIC REPORT SUSTAINABILITY
Promoting Physical and Mental Wellness
Our London HQ is equipped with an onsite
gym managed by our Head of Wellness, while
employees in smaller international offices receive
access to local gyms. Recognising the connection
between physical activity and mental wellbeing,
we’ve introduced fitness challenges that unite our
international teams, blending competitive spirit
with camaraderie. Our Head of Wellness ensures
that fitness is accessible to all, breaking down
barriers to participation and encouraging a culture
of inclusion.
PERSONAL DEVELOPMENT & TRAINING
Personal development is a cornerstone of
our high-performance culture. We are deeply
committed to providing every employee with the
support and tools they need to maximise their
potential, empowering both individual growth
and the success of our company. As part of
this, we are proud to support external training
and qualifications that enhance employees’
roles. Each year, many of our team members
undertake company-sponsored programmes to
develop their skills further. In 2024, we aim to
formalise our professional development policy
to encourage even more employees to pursue
growth opportunities. This initiative will include
a comprehensive strategy to improve awareness
and visibility of professional development options
across the business.
We are also committed to helping our team make
the most of the rewards and benefits available
to them. To support this, we host financial well-
being sessions that offer practical guidance on
maximising the use of their pensions and savings,
and accessing resources to aid in financial
planning for the future.
OFFICE ENVIRONMENT
At Alpha, we believe that the right environment
has a positive impact on supporting our
employees’ well-being and enabling them to
perform at their best. Our offices are designed
to go beyond the traditional workspace, offering
environments that prioritise health, creativity, and
collaboration.
While our larger offices embody this vision fully,
we recognise that not all of our international
offices currently share the same design features.
When establishing new overseas locations, we
often start in temporary spaces that meet the
immediate needs of our growing teams. This
approach allows us to enter new markets quickly
and flexibly. Even in these smaller or temporary
offices, we ensure employees have access to
high-quality equipment, such as ergonomic chairs,
sit-stand desks, and other tools that support
comfort and productivity. Wherever possible,
we incorporate elements of our culture and
values, creating spaces that foster connection,
collaboration, and a sense of belonging.
By prioritising exceptional office environments
and aspiring to expand this vision globally, we
aim to create workplaces where our team feels
supported and motivated to do their best work.
SUPPORTING WORKING PARENTS
2024 marked the introduction of childcare support
for working parents in our London head office. We
recognise that supporting parents goes beyond
helping individual employees – it strengthens
families and reinforces the cultural values we stand
for as an organisation. Combined with enhanced
maternity and paternity pay and leave policies,
as well as flexible working opportunities upon
return, our childcare support aims to create a more
inclusive and supportive workplace. By fostering a
healthy work-life balance, we are not just offering a
benefit – we are making a long-term investment in
our team and their wellbeing.
CHARITABLE SUPPORT
At Alpha, giving back is an important part of
who we are. Over the years, we have supported
charitable causes as voted on by our team, with a
focus on small or independent organisations where
our contributions can make a meaningful impact.
This approach has allowed us to make a positive
difference for important causes while creating
meaningful team-building opportunities through
volunteering and sponsored events.
This year, Alpha raised over £10,000 for Boxing
Futures, Movember, and Noah’s Ark in Malta
through activities like boxing fitness classes, golf
tournaments, bake sales, and raffles. Beyond
financial contributions, our team volunteered their
skills, such as redesigning Noah’s Ark’s website and
contributing marketing photography.
EVOLVING OUR APPROACH FOR 2025
As Alpha grows, we are expanding our charitable
initiatives through three key pillars:
−
Alpha Community: Trialling paid Corporate
Social Responsibility days in London through
The Paddington Partnership, with activities like
canal clean-ups and school refurbishments.
−
Alpha Support: Participating in external
fundraising events with costs partially or
fully covered by the company. We encourage
suggestions from employees on events that
align with important causes or provide valuable
team-building experiences.
−
Alpha Endorsement: Supporting employees’
personal fundraising efforts through advocacy,
resources, or direct donations.
These initiatives reflect our commitment to giving
back and fostering a culture of giving as we grow
globally.
EMPLOYEE WELLBEING & NON-PAY BENEFITS
Supporting our team both inside and outside the
office is key to maintaining a high-performing
culture. Our suite of health and wellbeing benefits
includes private healthcare policies, an international
Employee Assistance Program (EAP), and gym
access.
Employee Assistance Program (EAP)
The EAP provides employees with access to
confidential counselling and resources to
navigate personal and professional challenges
such as stress, family issues, or bereavement. By
offering this benefit, we aim to foster an open and
supportive environment, where conversations about
mental health are encouraged, and individuals feel
empowered to seek help when needed.
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ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Sustainability
Continued
STRATEGIC REPORT SUSTAINABILITY
OUR OPPORTUNITIES
CAREER PROGRESSION
We are committed to providing our employees
with clear paths for growth and development.
By prioritising internal progression, we ensure
that team members can explore new challenges,
take on greater responsibilities, and achieve their
career aspirations within Alpha.
Our rapid expansion continues to open doors
for employees to work in new areas, gain diverse
experiences, take on more responsibility and
accelerate their development. Whether through
upward progression or moves into new business
areas, our goal is to empower every individual to
grow in ways that align with their ambitions and
our collective success.
Alpha conducts bi-annual employee appraisals
during which promotion opportunities, pay
rise and bonus conversations are confirmed.
Additionally, in these sessions, while the
performance of the previous six months
is evaluated, Alpha’s managers utilise the
opportunity to discuss each employee’s next level
of performance and forward-looking expectations.
Alpha places great emphasis on “feed-forward”
rather than feedback. This can only be done by
setting clear expectations of what “good” looks
like in each role, which managers identify via
their department-specific career development
frameworks. These frameworks inform and
motivate each team member to fulfil the potential
of their role banding, with transparency around
what is required to progress to the next stage of
their career.
MARKET-LEADING REMUNERATION
At Alpha, we recognise the value of rewarding
our employees in a way that reflects their
contributions and aligns with our long-term vision.
Our remuneration packages go beyond competitive
salaries, offering equity ownership and long-
term share schemes that foster a true sense of
partnership. Close to 150 team members currently
hold an equity stake in the business, giving them
not only a financial interest in Alpha’s success but
also a deeper sense of responsibility and long-term
commitment.
These schemes ensure that employees are directly
rewarded for their role in Alpha’s sustained growth,
creating alignment between individual performance
and company goals. By providing meaningful, long-
term remuneration, we empower our team to share
in the success they help create and align them to
building a long-term sustainable business.
UNIQUE EXPERIENCES
At Alpha, we believe in creating experiences
that go beyond the ordinary. From once-in-a-
lifetime incentive trips to quarterly team-building
celebrations, these moments bring our people
together in memorable ways.
These initiatives not only reward exceptional
performance but also strengthen our sense of
community and shared purpose by fostering team
spirit, strengthening connections, and celebrating
successes. Additionally, we integrate team-building
activities with charitable initiatives, enabling us to
strengthen professional collaboration while giving
back to the communities we serve.
GLOBAL MOBILITY OPPORTUNITIES
Alpha’s growing international presence
provides employees with the chance to work in
diverse markets and cultures. From short-term
secondments to longer-term relocations, we
support global mobility to help our team members
broaden their horizons, develop new skills, and
bring fresh perspectives back to the business.
These opportunities reflect our commitment to
fostering a globally connected workforce.
MENTORSHIP AND LEADERSHIP DEVELOPMENT
Our mentorship programmes pair experienced
leaders with team members who aspire to grow
into leadership roles. These relationships provide
guidance, knowledge-sharing, and tailored support
to help employees navigate their career paths.
Leadership development initiatives, such as
workshops and coaching, further equip our team
with the tools to take on senior roles and thrive
in them.
RECOGNITION AND REWARDS
We celebrate our employees’ achievements
through comprehensive recognition programmes
that highlight excellence, dedication, and the
embodiment of Alpha’s values. Initiatives such as
“A Player” awards celebrate team members who
consistently go above and beyond, while spot
bonuses and personalised acknowledgements
ensure exceptional contributions are never
overlooked.
Regular townhalls and quarterly wrap-ups
provide a platform for leaders to share their
teams’ successes, discuss challenges and how to
overcome them, and celebrate key achievements.
These moments not only spotlight individual and
collective wins but also reinforce a culture of
appreciation and motivation.
At Alpha, we also recognise that success is not
always a straight path. We value resilience and view
setbacks as opportunities to grow, ensuring that the
ability to bounce back is celebrated just as much as
getting it right the first time.
GRADUATE PLACEMENTS
Each year, Alpha welcomes a cohort of placement
students, who are in the process of completing
their higher education qualifications, to take on
roles across the business. Each placement student
joins a department aligned with their future career
ambitions and is thoroughly embedded into the day-
to-day operations of their teams.
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ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
STRATEGIC REPORT ETHICAL STANDARDS
INITIATIVE
DESCRIPTION
Sales Commissions
Banks and brokers need clients to transact to make revenue and meet sales
targets; however, when managing market risk, it may not always be in a client’s
best interest to transact. We’ve eliminated this conflict of interest through a
unique commission structure that removes recurring revenue targets and also
pays lower commissions on more complex products. Instead, we pay lifetime
commissions to all employees that incentivise them to retain clients for the long-
term by always acting in their best interests, even if it means foregoing shorter-
term opportunities for commissions.
Employee Handbook
Our Employee Handbook, which includes a robust Code of Conduct, sets out the
ethical standards expected of our team. It is reviewed annually by our Head of
HR to ensure compliance with evolving legislation and internal developments,
fostering a workplace culture that aligns with the highest ethical standards.
Shared Ownership
We believe that equity provides employees with an enhanced sense of
ownership, and that this comes with an enhanced sense of responsibility and
long-term thinking. Close to 150 employees have an equity stake in the business,
and we will continue to make new shareholders in the future.
Modern Slavery &
Human Rights
Recognising the potential for human rights risks within any business and supply
chain, we are unwavering in our efforts to prevent modern slavery and human
trafficking. In line with Section 54 of the Modern Slavery Act 2015, we conduct
thorough due diligence and meet all annual reporting requirements as a
qualifying commercial organisation.
INITIATIVE
DESCRIPTION
Human resource-related
grievance reporting and
escalation procedures
Alpha is committed to creating a safe and enjoyable workplace where everyone
feels empowered and comfortable. Alpha’s Anti-Harassment and Misconduct
policy explicitly outlines the kinds of behaviours or actions that are not tolerated,
the escalation channels available if something needs to be raised, and Alpha’s
response and disciplinary process that employees can expect to be followed in
these incidences. Employees are prompted to utilise their line manager or the
HR team for escalation; in addition to this, all employees have access to raise
misconduct concerns via Alpha’s Whistleblowing software. Reporting can be
done confidentially or anonymously, and whistleblowers can select which senior
leader within the business they want to direct their report to.
Formal Policies
To reinforce our ethical framework, we maintain formal policies designed to
ensure our employees (including part-time and contractors) and suppliers
uphold our high ethical standards and comply with applicable laws. These
include:
−
a detailed formal policy on bribery and anti-corruption for both employees
and suppliers (see here);
−
a whistleblower policy and software platform that provides whistle-
blowers with protection from retaliation;
−
an anti-money laundering policy with a clear implementation strategy;
−
Anti-harassment and Misconduct and Conduct Expectations policy.
Routine Internal Audits
Our Head of Internal Audit routinely conducts audit processes as part of a
three year audit plan to assess our practices across all areas of our operations,
to ensure we are meeting our own high standards and identifying areas for
improvement. These assessments are compiled into reports which are shared
with the Board.
Whistleblowing Software
We introduced Whistleblowing Software in 2024 to ensure our team feel they
can safely raise concerns. We prioritise protections for whistleblowers, creating
a supportive environment that empowers employees to report misconduct
without fear of retaliation.
Employee Training on
Ethical Standards
All employees participate in regular training on ethical standards, with
mandatory modules and assessments to maintain awareness and accountability.
Ethical Standards
We believe that strong ethics are key to maintaining a positive
and sustainable business. The principle of “Doing what’s right”
forms the foundation of our company charter and is intrinsic to
Alpha’s culture. We are dedicated to upholding and advancing our
ethical practices through a range of initiatives that reflect our
commitment to integrity and responsibility.
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ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
ENVIRONMENTAL STREAMLINED ENERGY &
CARBON REPORTING (SECR)
The Group’s operations produce inherently low scope
1 and scope 2 emissions with scope 3 emissions
driving most of our footprint. We have accordingly
expanded our collation of scope 3 emission data,
which now includes the impact of our purchased
goods and services, capital goods and employee
commuting as well as business travel. We believe we
are disclosing the most significant components of
our overall emissions footprint. However, we expect
further refinements in future years, principally
because obtaining accurate information from
new building offices typically lags the start of our
occupancy.
We have selected an intensity metric based on the
energy consumption per employee and of Alpha
Group; this is 4,942 kgCO2e per employee for 2024,
compared to 9,330 kgCO2e for 2023. Last year,
consumption included a substantial component
associated with the fit-out of our second London
office which did not recur in 2024.
In addition to SECR, this year the Group qualified
for an Energy Savings Opportunity Scheme (ESOS)
assessment. This is a mandatory audit of the energy
used by buildings, transport and any other energy
purpose to identify cost-effective energy-saving
measures. The audit highlighted our London-based
Corporate HQ building to be “BREEAM excellent”
as the building is highly energy efficient. The 2019
building was designed with sustainability at the
forefront, with water recycling representing a 71%
improvement in operational energy consumption
over a standard office fit-out.
Through the enhanced data collection capabilities
of the platform, we are able to continuously evolve
the accuracy of our carbon reporting in relation to
prior periods. During 2024, we received additional
gas, electricity and business travel data relating to
2023 enabling us to increase the accuracy of the
emissions data previously reported.
The figures quoted in the table above have been
presented in accordance with the SECR standards
and reflect our carbon footprint for 2024 and 2023.
Conversion factors used to calculate the data are
BEIS, EPA, GHG Protocol, CE Delft, DCCEEW and
Climate Transparency.
The key recommendations from the ESOS audit
were on transport, as whilst our overall amount of
business travel was relatively low, it was an area
where we felt we could improve. A travel policy was
launched in 2024 which encourages employees
to prioritise sustainable travel options wherever
possible, such as selecting airlines with carbon
offset programs, using public transport, and walking
instead of taxis.
The Group believes in further minimising its
environmental impact where possible. We have a
mostly paperless marketing model and our team
endeavours to separate waste and recycle all office
supplies where possible. Other steps we have taken
include automating office lights to turn off when not
being used, zero use of plastic cups, the Cycle to
Work scheme and an electric vehicle lease scheme
with Loveelectric. We also carefully consider
suppliers and their values before onboarding them.
In the prior year we stated we would target a
proportional reduction in the average emission
generated by business travel. While our total
emissions increased by 29% to 833 tCO2e, reflecting
investment in overseas offices, our average
emissions per head increased by 21%.
SECR METHODOLOGY
This year, we continued our partnership with
51-Carbon Zero, who we engaged in 2023 to help
us calculate our carbon footprint in line with
the GHG Protocol Corporate Accounting and
Reporting standard. 51-Carbon Zero has specialised
knowledge of GHG and SECR reporting standards,
which have been able to improve the accuracy of
our carbon footprint calculation whilst reducing
the chance of bias.
STRATEGIC REPORT ENVIRONMENT
31 DECEMBER
2024
31 DECEMBER
2023
TOTAL ENERGY USE COVERING ELECTRICITY, GAS,
OTHER FUELS AND TRANSPORT (KWH)
UK
407,086
450,590
Rest of the world
431,504
213,535
Total
838,590
664,125
Scope 1:
Total emissions generated through combustion of gas
(tCO2e)
UK
14
9
Rest of the world
5
1
Total
19
10
Scope 2:
Total emissions generated through purchased electricity
(tCO2e)
UK
67
66
Rest of the world
109
77
Total
176
143
Scope 3:
Total emissions generated through business travel (tCO2e)
833
645
Total emissions generated through use of water and waste
(tCO2e)
57
24
Sub-total: Emissions categories previously reported
1,085
822
Total emissions generated through purchase of capital
goods (tCO2e)
60
1,643
Total emissions generated through purchased goods and
services (tCO2e)
963
1,125
Total emissions generated through employee commuting
(tCO2e)
501
439
Sub-total: Emissions categories not previously reported
(tCO2e)
1,524
3,207
Total gross emissions (tCO2e)
2,609
4,029
INTENSITY RATIO (TOTAL GROSS EMISSIONS PER
HEADCOUNT)
kgCO2e PER
AVERAGE
EMPLOYEE
4,942
9,330
Environment
The Group is required to report scope 1 and 2 emissions from
energy and gas consumption under the Streamlined Energy &
Carbon Reporting (SECR) framework. We voluntarily disclose
scope 3 emissions as shown below.
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ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Environment
Continued
1 https://registry.verra.org/app/projectDetail/VCS/2557
DIFFERENCES FROM PRIOR YEAR
As previously outlined, we received and added
additional emission data in 2024, which was not
available at the prior year-end, as well as expanding
our scope 3 data to include emissions generated
through capital goods, purchased goods and
services, and employee commuting.
We have accordingly restated 2023 data to reflect
this new information. Emissions for categories
previously reported has increased from 560 tCO2e
as disclosed last year to 822 tCO2e, shown above,
due to additional information in respect of our new
buildings, which was not available at the time of the
last annual report.
The inclusion of new categories; emissions generated
through the purchase of capital goods, emissions
generated through the purchase of goods and
services, and emissions generated through employee
commuting, has also increased the Intensity Ratio.
We have restated this figure from 1,297 kgCO2e per
average employee, to 9,330 kgCO2e per average
employee.
CARBON NEUTRAL
We are proud to help mobilise capital towards
voluntary carbon credits that aim to reduce carbon
emissions in the atmosphere. This year we once
again worked with Citigroup to source Voluntary
Carbon Credits for our 2024 emissions via the Verra
standard-approved project in Vietnam. This project
finances the distribution of water purifiers to provide
clean water to households in Vietnam (Project 2557)
[1]. These devices aim to prevent CO2 emissions and
deforestation by reducing the use of wood fuel that
would have been used by households to boil and
purify water. The water purifiers also aim to reduce
and prevent the spread of waterborne diseases by
removing 99.99% of bacteria.
Alongside the distribution, education is given to
households using the stoves, as well as maintenance
or replacements which can be carried out for any
broken devices. All purchases of Voluntary Carbon
Credits from this project ensure the financing of the
above operations, and without these proceeds, the
project would not be viable. The project has been
through external audit and has been certified by
Verra Standard.
Alpha is pleased to hear that the project has been
successful and delivered 364,000 water purifiers
across Vietnam to rural, low-income households.
WHY WE CHOSE THIS PROJECT
We chose this project to recognise the role Alpha can
play in reducing the World’s carbon emissions, whilst
also improving the livelihood of others. The project
aligns with many of the United Nation’s Sustainable
Development Goals (SGDs), such as: No poverty (Goal
1); Good Health (Goal 2); Clean Water and Sanitation
(Goal 6); and Climate action (Goal 13).
We take pride in being able to offset our emissions in
a way that produces not only environmental benefits
but also social and political benefits.
Alpha is alert to the fast-developing discourse on
how capital markets can have a positive impact
on improving the world’s environmental situation
through investing in carbon-offsetting projects.
However, there is always the risk of greenwashing
where projects are being produced without having
been through a rigorous assessment of their quality
and integrity. By being Verra standard approved we
are confident that our carbon credits will have a
genuine impact in reducing the world’s emissions.
STRATEGIC REPORT ENVIRONMENT
63
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ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
During the year, the Group has carefully considered the
Task Force on Climate-related Financial Disclosures (TCFD)
Recommendations. The Board has assessed the materiality of
climate-related matters taking into consideration the extent
to which climate change poses a material risk to the business,
summarised as follows:
Following the assessment, the Board has concluded that climate-related risks are not material to Alpha. It has
taken this into account when applying the TCFD framework to ensure the level of disclosure is commensurate
to the level of risk. In the table overleaf we summarise our current approach against the disclosures set out in
the TCFD framework.
MATERIALITY CONSIDERATION POINT
ASSESSMENT OUTCOME
Size of environmental footprint.
Alpha is a service-based business with relatively low levels of
scope 1, and 2 emissions. The main constituent of our scope 1 and
2 emissions relates to the costs of running our offices. Our scope
3 emissions principally comprise the purchase of goods and
services and business travel.
See environmental report on pages 60-62 for further information.
Whether any particular segments, or
elements of the business model that
could be significantly impacted.
No particular segment or element of the business has heightened
exposure to climate risk. The customer base for both Corporate
and Private Markets divisions is well diversified across sector and
geography (see www.alphagroup.com/financial-information for
sector concentration).
Complexity of supply chain and
exposure to climate-related factors.
Alpha is an asset-light business. Its supply chain comprises
primarily of financial institutions and a range of large SaaS
providers, without undue concentration in any one area.
Possible impact of climate risks.
Based on analysis of the relevant risk factors, the Board considers
the impact of climate change on the business as being low.
Whether likelihood of risks and
associated financial impacts could
significantly evolve over time.
The above conclusion considers risk over the short, medium and
long term.
TCFD RECOMMENDED DISCLOSURE
AND COMPLIANCE
ACTIVITIES TO DATE AND ACTIONS TO ACHIEVE COMPLIANCE
Governance (a) Describe the Board’s
oversight of climate-related risks and
opportunities.
COMPLIANT
The Board has overall accountability for ESG, including oversight
of climate-related risks and opportunities. This is supported by
the Risk Committee, which provides strategic guidance.
Activities to Date: The Directors evaluate climate-related risks
annually as part of the Principal Risk Assessment, and are
responsible for the Group maintaining its status as a Carbon
Neutral company.
Governance (b) Describe management’s
role in assessing and managing climate-
related risks and opportunities.
COMPLIANT
The Executive Management team are responsible for identifying
and reporting climate-related risks within their domains.
Activities to Date: Climate risks have been embedded into the
risk management framework. Specific risks have been linked to
operational, compliance, and reputational impacts in line with
enterprise-wide assessments.
Planned Actions: Further training to improve climate-related risk
assessment processes in annual risk review processes.
Strategy (a) Describe the climate-related
risks and opportunities the organisation
has identified over the short, medium, and
long term.
COMPLIANT
Strategy (b) Describe the impact of
climate-related risks and opportunities
on the organisation’s businesses, strategy,
and financial planning.
PARTIALLY COMPLIANT
Strategy (c) Describe the resilience of
the organisation’s strategy, taking into
consideration different climate-related
scenarios, including a 2°C or lower
scenario.
PARTIALLY COMPLIANT
The risks identified include risks around supply chain disruptions
and energy cost volatility for the Group, its clients and suppliers,
as well as increased frequency and severity of physical climate
events. We see these risks emerging in the short term and may
become more significant in the medium to longer term.
Activities to Date: Enhanced climate risk identification has begun,
focusing on operational, strategic, and financial exposures.
Planned Actions: A more comprehensive climate risk assessment
will be conducted to refine short-, medium-, and long-term
climate-related opportunities and risks.
The business is considered resilient in the near term to climate
change impacts. Our client base is well-diversified across all
sectors, our market penetration is low, and so is our concentration
of exposure to individual counterparties and geographies.
To the extent individual entity or specific sectoral or geographical
issues arise, we believe the overall market opportunity will remain
and the organisation’s operations and strategy for growth to be
resilient.
Planned Actions: Keep this assessment under review in the
current year.
STRATEGIC REPORT TASK FORCE FOR CLIMATE RELATED DISCLOSURES
Task Force for Climate
Related Disclosures
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ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
STRATEGIC REPORT TASK FORCE FOR CLIMATE RELATED DISCLOSURES
Task Force for Climate
Related Disclosures
Continued
TCFD RECOMMENDED DISCLOSURE
AND COMPLIANCE
ACTIVITIES TO DATE AND ACTIONS TO ACHIEVE
COMPLIANCE
Risk Management (a) Describe the
processes for identifying and assessing
climate-related risks.
COMPLIANT
Risk Management (b) Describe the
processes for managing climate-
related risks.
COMPLIANT
Risk Management (c) Describe how
processes for identifying, assessing,
and managing climate-related risks are
integrated into overall risk management.
COMPLIANT
Climate-related risks are assessed within the existing enterprise
risk management framework.
Planned Actions: Continue to refine the risk register to ensure
consistent identification of climate-specific risks if appropriate.
Consider embedding climate risk management deeper into large
scale procurement and material investment decisions – where
appropriate.
Metrics and Targets (a) Describe the
metrics used to assess climate-related
risks and opportunities in line with the
strategy and risk management process.
PARTIALLY COMPLIANT
Metrics and Targets (b) Disclose Scope 1,
Scope 2, and, if appropriate, Scope 3 GHG
emissions and related risks.
PARTIALLY COMPLIANT
Metrics and Targets (c) Describe the
targets used to manage climate-related
risks and opportunities and performance
against targets.
NON-COMPLIANT
In assessing the materiality and impact of climate-related risks
and opportunities we consider our greenhouse gas emissions
data to be the key metric.
We are currently disclosing Scope 1 and Scope 2 emissions, and
certain elements of our Scope 3 emissions in our environment
report on page 61.
We do not have specific targets or metrics against which we
are managing climate-related risks or opportunities. We have
now engaged external providers to support our collation and
assessment of our emissions data, and consider 2023 to be
a baseline reference for consideration when assessing our
emissions.
We will assess whether it is appropriate to set targets for our
emissions over the coming year.
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ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
HOW WE ENGAGED
KEY TOPICS
KEY OUTCOMES
−
Sharing of key regulatory
announcements, face-to-
face meetings, site visits and
telephone contact.
−
Senior management
engagement to nurture long-
term relationships with key
suppliers and service providers.
−
Collaboration with private
market channel partners
to expand Alpha’s reach
and strengthen solution
recommendations.
−
Collaboration with Citigroup on
carbon offsetting initiatives.
−
Financial and operational
performance.
−
Strategic direction.
−
Key challenges we face.
−
Business referrals and
promotional support.
−
Risk, governance and
compliance.
−
Innovation and knowledge
sharing.
−
Diversity & inclusion.
−
Employee wellbeing.
−
Leveraging suppliers’ capabilities
has enhanced our service offerings
and business operations.
−
We continue to partner with
a selection of high-quality
businesses that understand our
company and the part they play in
our long-term success.
−
Increased emphasis on diversity
and inclusion with our recruitment
partners.
−
Continued focus on transparency
around compliance, governance,
and strategic goals with our
partners, enhancing trust.
−
We are a carbon neutral company
through our collaboration with
Citigroup.
Our Business Partners & Suppliers
Our partners and suppliers (for example banking counterparties or third-party software vendors) are
instrumental in delivering a leading service to clients, amplifying our capabilities and operational efficiencies.
Our Shareholders
We value our shareholders’ perspectives and the critical role their investments play in supporting our growth.
HOW WE ENGAGED
KEY TOPICS
KEY OUTCOMES
−
CEO and CFO meetings with
major shareholders after
interim and full-year results,
supplemented by site visits
and attendance at investor
conferences.
−
Quarterly shareholder analysis
presented to the Board
to identify key trends and
concerns.
−
Anonymous feedback from
investors via Nomads during
roadshows.
−
Invitation for all shareholders
to pose questions at the Annual
General Meeting.
−
Operational and financial
performance.
−
Alpha’s business model,
strategy and vision.
−
Impact of macro-
environment.
−
The Alpha culture.
−
Capital allocation.
−
Market opportunities.
−
Key risks and governance.
−
Dividend strategy.
−
Sustainability initiatives
and goals.
−
Board remuneration
policy and founder-
incentive initiative.
−
Enhanced reporting detail in
trading updates and annual
reports to address shareholder
interests.
−
Feedback from investors
presented back to the Board.
−
Continued focus on ESG initiatives.
STRATEGIC REPORT ENGAGING WITH OUR STAKEHOLDERS
Our Directors are aware of their responsibilities under Section 172 (1) of the Companies Act 2006 and take
their responsibilities seriously. In making its decisions throughout the year, the Board considers it has
acted in a way that would promote the success of the Company for the benefit of its members as a whole,
whilst having regard to stakeholders and matters set out in Section 172(1) (a-f) of the Act.
In 2024, we identified six key stakeholder Groups, whose interests the Board considers and balances when
making their decisions. The table below outlines how we engaged with them throughout 2024, and how
their interests have influenced some of the decisions that have been made.
Engaging with our Stakeholders (s172)
HOW WE ENGAGED
KEY TOPICS
KEY OUTCOMES
−
Client surveys to gauge
satisfaction and capture
insights, with results reviewed
by senior leadership.
−
Participation in multiple
industry events in 2024.
−
Active memberships with key
industry associations to ensure
we stay ahead of client needs
and sector trends.
−
Personalised engagement by
Directors with key clients.
−
Feedback from frontline
employees is escalated to
senior management, and the
Board where appropriate.
−
The Board reviews key client
data and trends, such as
growth in client numbers,
retention, and sector
concentration.
−
Proactive communication via
email updates on upcoming
product developments and
releases, encouraging two-way
dialogue.
−
Customer experience and
key challenges they face.
−
Regulations and compliance.
−
New products and features.
−
Reasons for choosing Alpha.
−
Alpha’s business model.
−
Technology propositions.
−
Enhanced product offerings,
both online and offline
to provide a better client
experience.
−
Client feedback implemented
into our product development
roadmap, resulting in
improved features and
service delivery.
−
Approval of the annual
budget, which includes
investment to ensure we
continue to improve the
quality and efficiency of
interactions with clients.
−
Investment in improved
interaction channels on our
platform, ensuring clients
enjoy an efficient and
seamless experience.
Understanding the needs and challenges of our clients remains central to our growth strategy
and commitment to excellence.
Clients
69
68
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Engaging with our Stakeholders (s172)
Continued
Our people are the lifeblood of our business. Their skills, values, and commitment enable us to
provide a leading level of service to our clients and grow our business.
Employees
HOW WE ENGAGED
KEY TOPICS
KEY OUTCOMES
−
Bi-annual employee
engagement surveys, with
results reviewed by the Board
and Heads of Department
and distilled into actionable
insights.
−
Company-wide monthly
newsletters from CEO.
−
Regular 360 feedback
exercises carried out on Senior
Management and those in
leadership roles.
−
Quarterly townhalls from
divisional MDs to update and
inspire teams.
−
International incentive trips
and team-building events.
−
Weekly executive committee
meetings to align and share
knowledge across Group
leaders.
−
Exit surveys and interviews
to capture feedback from
departing employees.
−
Reward, recognition and
appreciation.
−
Vision, strategy and progress
for the Group and each
division.
−
Strategic workforce planning
and effective resourcing.
−
Fostering an inclusive and
collaborative Company
culture.
−
Creating an office
environment which team
members enjoy coming to
work at.
−
Compliance, Anti-money
laundering & Cyber Security
responsibilities.
−
Charity and fundraising
initiatives.
−
Learning, development and
career progression.
−
A high-performing and
energised team.
−
Transparency of key
objectives and strategy,
aligning individual goals to
business goals.
−
Bi-annual remuneration
reviews to ensure
remuneration is competitive
and fair.
−
‘Working from home’ budget
to support remote work
performance and setup.
−
Robust employee handbook
which ensures our team know
what is expected of them and
how the business will support
them.
−
Personal development
plans highlighting career
progression opportunities.
−
Training and education
initiatives equip employees
with skills for professional
growth.
STRATEGIC REPORT ENGAGING WITH OUR STAKEHOLDERS
71
70
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
STRATEGIC REPORT NON-FINANCIAL INFORMATION AND SUSTAINABILITY STATEMENT
NON-FINANCIAL
MATTER
RELEVANT
STATEMENTS, POLICIES
AND PROCEDURES
THAT GOVERN OUR
APPROACH
RISK MANAGEMENT
AND ADDITIONAL
INFORMATION
ASSOCIATED KPIS AND
OTHER PUBLISHED
METRICS
Business model
−
N/A
−
Business model | pg 35
−
Key performance
indicators | pg 23
Employees
−
Employee handbook
−
Data protection
policies
−
Health & safety
policies
−
Equal opportunities
policy
−
Whistleblowing policy
−
Shared ownership
−
Principal risks | pg 36
−
Stakeholder
engagement | pg 68-70
& 93
−
Directors’ report | pg 142
−
Corporate Governance
Report | pg 82
−
Directors’ Remuneration
Report | pg 108
−
Ethical standards | pg 58
−
Employee
engagement score
−
Gender and ethnicity
diversity | pg 53
−
Workforce
remuneration
Non-financial information and
sustainability statement
The following table and the information throughout our
2024 Annual Report and Accounts and on our website that
it refers to have been put together to comply with Sections
414CA and 414CB of the Companies Act 2006 and help our
stakeholders understand our position on key non-financial
and sustainability matters.
NON-FINANCIAL
MATTER
RELEVANT
STATEMENTS, POLICIES
AND PROCEDURES
THAT GOVERN OUR
APPROACH
RISK MANAGEMENT
AND ADDITIONAL
INFORMATION
ASSOCIATED KPIS AND
OTHER PUBLISHED
METRICS
Human rights
−
Modern slavery and
human trafficking
policy
−
Ethical standards |
pg 58
−
Modern slavery and
human trafficking
statement:
alphagroup.com/
modern-slavery/
Social matters
−
Volunteering policy
−
Stakeholder
engagement | pg 68
−
Ethical standards
| pg 58
−
Principal risks:
Reputational risk
| pg 47
−
Employee
engagement score
−
Employee survey
outcomes
−
Gender and ethnicity
diversity | pg 53
−
Charitable donations
| pg 54
Anti-corruption
and bribery
−
Annual ethics audit
and regular online
training
−
Bribery & anti-
corruption policy
−
Whistleblower policy
−
Gift & Entertainment
Policy
−
Principal risks:
Regulatory risk &
Operational risk
| pg 40,42
−
Ethical standards |
pg 58
−
Audit Committee
report | pg 94
−
Whistleblowing policy:
alphagroup.com/legal
−
Principal risk
movement | pg 40-48
Environmental
matters
−
Streamlined Energy
and Carbon Reporting
−
Carbon Neutral
standard
−
Sustainability:
Environment | pg 60
−
Task force on climate-
related financial
disclosures | pg 64
−
Streamlined Energy &
Carbon Reporting
| pg 60
73
72
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
S172 – Board Decisions
This disclosure forms the Directors’ statement under Section
414CZA of the Companies Act 2006. The Directors have had
regard to the matters set out in Section 172(1) (a) to (f) of the
Companies Act 2006 in their decision-making processes.
STRATEGIC REPORT S172 – BOARD DECISIONS
Both individually and collectively, the Directors
believe that they have acted in the way they
consider, in good faith, would be most likely to
promote the success of the Company for the
benefit of its members as a whole (having regard
to the stakeholders and matters set out in Section
172(1)(a) to (f) of the Companies Act 2006) in all
decisions taken by the Board during the 53-week
period ended 5 May 2024 (FY24).
Under Section 172(1) of the Companies Act 2006,
a director of a company must act in the way he or
she considers, in good faith, would be most likely
to promote the success of the Company for the
benefit of its members as a whole, and in doing so
have regard (amongst other matters) to:
−
The likely consequence of any decision in the
long term.
−
The interests of the Company’s employees.
−
The need to foster the Company’s business
relationships with suppliers, customers and
others.
−
The impact of the Company’s operations on
the community and the environment.
−
The desirability of the Company maintaining
a reputation for high standards of business
conduct.
−
The need to act fairly as between members of
the Company.
Further key Board decisions taken during the year
can be found in the ‘What the Board did during the
year’ section of the Corporate Governance report
on page 92.
DECISION IN FOCUS: CEO SUCCESSION
Following Morgan Tillbrook’s decision to step down
as CEO at the end of 2024, the Board (supported by
the Nomination Committee) was required to make a
decision on the appointment of his successor. Key
factors considered by the Board in its decision to
appoint Clive Kahn as CEO included:
−
Long-term consequences: The need for a
successor with the skills, experience and
commitment to continue the Company’s growth
trajectory (to the benefit of shareholders and
other stakeholders), and to provide leadership
stability. Clive’s suitability for the role also
ultimately meant that a protracted search process
and period of uncertainty could be avoided.
−
Interests of employees: The need for a successor
who would understand and embrace the positive
culture of the business, and support employees
in their roles to continue delivering strong
performance across the business. Clive’s deep
understanding of the business, its staff and
culture, through his period as its Chair, was again
extremely beneficial in providing continuity and
stability.
−
Relationships with suppliers and customers,
and high standards of business conduct:
The need for a successor with credibility in the
sector, and a deep understanding of the needs of
our corporate and private market clients.
These considerations were set out in papers
presented to the Nomination Committee and Board
in support of their ultimate decision to appoint Clive
Kahn as CEO.
75
74
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
STRATEGIC REPORT BOARD OF DIRECTORS
The Board
CLIVE KAHN
CHIEF EXECUTIVE OFFICER
Skills & Experience
Clive has over 40 years of experience in financial
services, successfully scaling companies in FX and
card payments. Joining Alpha Group as Chairman
before its IPO in 2016, he held this role alongside
his position as CEO of takepayments, a payments
solution business he acquired with partners in
2015. Prior to this, Clive spent seven years as CEO of
Cardsave, another card acceptance and payments
solutions business, leaving in 2014 after managing
its merger into Worldpay UK ltd. Before this, he was
Chief Financial Officer and then Chief Executive
Officer of Travelex, the global foreign exchange
business from 1985-2006.
DAME JAYNE-ANNE GADHIA (DBE, CVO)
NON-EXECUTIVE CHAIR
TIM POWELL
CHIEF FINANCIAL OFFICER
Skills & Experience
Tim brings over 20 years of experience working in
high-quality fast-growing public companies. 17 of
these years were at the FTSE 100 listed, London
Stock Exchange Group (“LSEG”). He was CFO of the
LSEG’s largest subsidiary, London Stock Exchange,
and was finance lead for the $27bn acquisition
and integration of Refinitiv. Tim is a Chartered
Accountant and graduated with an engineering
degree from Birmingham University.
TIM BUTTERS
CHIEF RISK OFFICER
Skills & Experience
Tim joined Alpha in 2019 with over 15 years’
experience in risk management, including as
Head of Risk at World First, the global payments
provider, and Mako Trading, a leading derivatives
market maker. Beginning his career at Mitsubishi
UFJ Securities, Tim has experience across both
financial and non-financial risk and is Certified
by the Global Association of Risk Professionals
having achieved their FRM designation.
Skills & Experience
Dame Jayne-Anne has over 30 years of experience
in financial services and technology. A chartered
accountant, she co-founded Virgin Direct in 1995 and
served as CEO of Virgin Money (2008–2018), leading its
acquisition of Northern Rock and public listing in 2014.
Following the sale of Virgin Money, she joined Salesforce
(2019–2021) before founding the fintech, Snoop, and
successfully completing its sale to Vanquis Bank in 2023.
Jayne-Anne is currently Lead Non-Executive Director
at HMRC, Chair of Moneyfarm, Senior Independent
Director at the Tate, and Senior Advisor at Vanquis
Bank. She was the UK Government’s Women in Finance
Champion (2016–2021) and continues to support the
Women in Finance Charter as an adviser. She also sits
on the Mayor of London’s Business Advisory Board and
the Financial Inclusion Policy Forum. Jayne-Anne has
been recognised with a number of honours, including
CBE, Damehood and CVO.
Maintaining Skill Set
As Chief Executive Officer of Alpha, Clive’s skills
and experience are kept up to date by the nature
of his current role. He also attends a variety of skill-
focused conferences.
Maintaining Skill Set
Jayne-Anne’s skills and experience are kept up to
date by the nature of her current roles, and her CPD
as a Chartered Accountant. She also undertook
further CPD in 2024 through a certified course in AI
from the Said Business School in Oxford.
Maintaining Skill Set
Tim’s experience is kept up to date by the nature of
his day-to-day role. He is a member of the Global
Association of Risk Professionals and undertakes
regular CPD training.
Maintaining Skill Set
As CFO of Alpha, Tim keeps his skills and
experience up to date by nature of his day-to-day
role. Furthermore, as a Chartered Accountant he
undertakes Continuous Professional Development
(CPD) training, alongside a variety of technical courses
and subscriptions to professional publications.
None
None
Nomination Committee Chair
Remuneration Committee member
Audit Committee member
Appointed: 2022
Appointed: 2016
Appointed: 2024
Appointed: 2021
None
77
76
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
STRATEGIC REPORT BOARD AND EXECUTIVE COMMITTEE
Executive Committee
Alpha’s decentralised strategy brings significant
advantages, including agility and entrepreneurial
spirit. It is important to compliment these strengths
with strong collaboration between divisions, a
sharing of experiences and an underlying focus
on Alpha as one unified business. The Executive
Committee was created to enhance this cohesion,
enabling faster, well-informed decisions while
ensuring alignment across our two main divisions
and Central Services.
The Executive Committee meets weekly to review
and approve key strategic and operational matters,
ensuring clarity, transparency, and coordination
across the organisation. Above all, the Executive
Committee exists to support every member of the
Alpha team in performing their roles more effectively
and efficiently, helping us all work towards our
shared goals.
Its members are:
−
Clive Kahn, CEO
−
Tim Powell, CFO
−
Tim Butters, CRO
−
Sam Marsh, CEO, Private Markets
−
David Christie, COO, Private Markets
−
Alex Howorth, CEO, Corporate
−
Jorge Schafraad, CEO, Cobase
−
Matt Knowles, Strategic Adviser
Additional bios for those not already covered in the
PLC Board are provided below.
MATT KNOWLES
STRATEGIC ADVISER
Matt joined Alpha in 2018 as an Independent Non-
Executive Director before transitioning to a more
active role as Strategic Adviser in 2022.
An accomplished entrepreneur, Matt co-founded HiFX,
a leading international payment services provider, and
spent 19 years driving its growth. Under his leadership,
the company expanded to six international offices
with 400 employees, completed multiple acquisitions,
and was successfully sold to Nasdaq-listed Euronet
Worldwide.
Beyond Alpha, Matt is a Venture Partner at TempoCap,
a late-stage VC fund investing in disruptive technology
companies. Tempocap investments include successful
exits such as Currencycloud, Talentsoft, and Depop.
To strengthen collaboration and ensure agile decision-making
across the business, the Group has established an Executive
Committee. The Executive Committee is the most senior decision-
making body beneath the PLC Board, and plays an important role
in aligning our organisation, driving efficiency, and reinforcing a
shared strategic direction.
NICOLE COLL
NON-EXECUTIVE DIRECTOR
VIJAY THAKRAR
NON-EXECUTIVE DIRECTOR
Skills & Experience
Vijay is a Chartered Accountant with extensive
strategic, commercial and governance experience
with fast-growth listed companies, and was also
previously a Partner at EY and Deloitte, chairing
Deloitte’s mid-cap listed companies’ practice. He
has served on various Boards as a Non-Executive,
including The Quoted Companies Alliance and
Quorn Foods. Vijay is currently a Non-Executive
Chair at Treatt plc and Alumasc Group plc, and a
Non-Executive Director at RSM Group.
Skills & Experience
Nicole is a Chartered Accountant with over 25 years
of global financial services experience. She has
held a number of Executive Director, C-suite and
leadership roles, including as CFO of a privately
owned UK Bank, Chief Financial Accountant at the
Bank of England and several senior finance roles at
Société Générale.
Nicole maintains a diverse portfolio of independent
non-executive director roles. Her more notable
appointments include serving as a Non-Executive
Director & Chair of the Remuneration Committee
at Société Générale International Limited, as well
as Senior Independent Non-Executive Director
and Chair of both the Audit and Remuneration
Committees at Atrium Underwriting Group Ltd.
Additionally, she is a Non-Executive Director and
Chair of the Audit Committee at DF Capital Bank
Limited, and a Senior Independent Non-Executive
Director, Deputy Chair, and Chair of the Audit
Committee at Dudley Building Society.
Maintaining Skill Set
Vijay stays up to date by virtue of his roles and CPD
training that he continues to undertake, including
attendance on various update webinars and
training events.
Maintaining Skill Set
Nicole’s skills and experience are kept up to date by the
nature of her current roles, and a variety of continuous
professional development (CPD) training, required
annually as a Chartered Accountant. Additionally,
Nicole also attends a variety of skills focused Non-
Executive Director networking opportunities and
financial service updates and seminars.
Remuneration Committee Chair
Audit Committee member
Nomination Committee member
Audit Committee Chair
Nomination Committee member
Remuneration Committee member
Appointed: 2021
Appointed: March 2025
79
78
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
STRATEGIC REPORT EXECUTIVE COMMITTEE
ALEX HOWORTH
CEO, CORPORATE
Alex joined Alpha in 2014 as one of the original
cohorts of Portfolio Managers. In the eleven years
since then, he has been instrumental in instilling the
unique performance culture and business philosophy
that has grown Alpha into one of the leading global
players in the Corporate FX Risk Management space.
As CEO of Alpha’s Corporate division, today Alex
leads a team of close to 200 people across seven
countries and is responsible for setting the direction
of the division, delivering on its growth strategy, and
developing its future vision.
Alex graduated from Cambridge with a Masters
degree in Politics and Philosophy.
SAM MARSH
CEO, PRIVATE MARKETS
Sam joined Alpha in 2018 to set up the company’s
private markets division and has over a decade’s
experience leading financial services companies
within the private markets. Prior to joining Alpha,
Sam was the founder and Head of Sales of the
Institutional FX division at AFEX – a global foreign
exchange company that went on to be acquired by
Fleetcor in 2020.
Under Sam’s leadership, Alpha’s Private Markets
division has evolved from being a specialist provider
of foreign exchange solutions to the alternative
investment industry, to a leading banking alternative,
with over 250 employees.
As CEO of Alpha’s Private Markets division, Sam
is responsible for devising and leading the global
growth strategy for the division across all of its
product lines. Passionate about the private markets
industry, he is also a regular guest speaker and
contributor to various industry associations and
publications.
DAVID CHRISTIE
COO, PRIVATE MARKETS
David has 30 years of experience delivering
technology-enabled change and digital
transformation in FX and payments across major
global players, including ICAP, Barclays, Euronet
(HIFX/XE/Ria), Vitesse, and Argentex. During this
time, he has held a range of senior board-level and
executive management roles, including CEO, COO,
and CTO/CIO.
David has extensive expertise in strategic planning
and execution, driving revenue growth through
geographical expansion and product innovation,
as well as improving operational efficiency through
business process transformation and organisational
redesign. He also has significant experience
in leading large-scale programmes, including
multiple competitor acquisitions and subsequent
integrations.
JORGE SCHAFRAAD
CEO, COBASE
Jorge is the founder and CEO of Cobase. He has been
working in the transaction services domain for more
than 25 years with various positions at different
banks, mostly in channel management but also
working on complex IT and risk management systems
and projects and products related to payments and
cash management. He has a passion for innovation
and is a firm believer in co-creation.
Executive Committee
Continued
81
80
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
CORPORATE GOVERNANCE STATEMENT
Corporate Governance Statement
Chairs Introduction
“I am pleased to present our Corporate
Governance statement for the
year-ended 31 December 2024, which
is both our first as a Main Market listed
business and FTSE 250 constituent, and
my first since my appointment as Chair
on 1 November 2024.”
This section of the Annual Report describes how we have applied the principles of the 2018 version of
the UK Corporate Governance Code (the Code), as well as setting out the key activities of the Board
and its Committees during 2024.
Dame Jayne-Anne Gadhia, DBE, CVO
Chair
Dear Shareholders,
2024 has been a year of significant progress
and change for Alpha Group, marked by strong
financial and operational performance. Despite a
challenging economic backdrop, we delivered record
financial results, strengthened our balance sheet,
and continued to invest in technology and talent
to support future growth. These achievements
underscore the resilience of our high-touch, high-
tech business model and the dedication of our
talented teams worldwide.
Following our admission to the Main Market on 2
May 2024, we were delighted to also be included in
the FTSE 250 index from the end of June, a major
milestone for the business less than eight years after
its IPO on AIM, and reflecting the hard work of our
management and team in growing the business over
that period.
From a corporate governance perspective, and
particularly in relation to the composition of the
Board, 2024 has been very much a transitional year.
As described in this report, and the Nomination
Committee report, we recognise that as we
currently stand we do not meet the independence
requirements of the Code, but as described in the
Nomination Committee report on page 105 we have
recently appointed Nicole Coll as an additional Non-
Executive Director and Audit Committee Chair, and
have further Non-Executive Director recruitment
plans in place to ensure that we address this, and
Code requirements around Audit and Remuneration
Committee composition, in the short to medium
term, as a matter of urgency.
The Board, supported by the Nomination Committee,
has overseen the process to agree and appoint Clive
Kahn as Morgan Tillbrook’s successor as CEO of the
business. This accelerated my succession into the
role as Board Chair (Clive having stepped down from
that role when he was appointed as an Executive
Director on 1 November 2024 to support a managed
handover with Morgan). I would like to thank Clive
for his leadership of the Board in his role prior to
that date, and I look forward to working with him in
his executive role moving forwards. I would also like
to reiterate the Board’s thanks to Morgan for his
exceptional leadership of the business he founded,
and for his continuing support as our largest
shareholder, including through the gift of shares
to key members of the team as described in the
Remuneration Committee Report on page 112.
The Board is committed to upholding high standards
of corporate governance and ensuring that all of its
practices are conducted transparently, ethically and
effectively. We have a robust corporate governance
framework, and have agreed a detailed rolling
schedule of activity for our Board and Committee
meetings to ensure that we fulfil specific governance-
related obligations at the appropriate time during the
year. Our Executive Directors provide detailed and
timely information in advance of our Board meetings,
which supports constructive debate and challenge at
our meetings, and we have a culture of openness and
transparency around the Board table.
As set out in the following report, during 2024 the
Board conducted an externally facilitated evaluation
process. This was initiated prior to my appointment
as a Director, but reported to the Board once I had
joined, and I was pleased to note that the feedback
reflects our open and transparent culture, indicating
that while we are happy to acknowledge areas that
work well, we are also willing to identify areas which
can be developed or improved.
I would finally like to thank all of our shareholders for
their continued support of the business.
Dame Jayne-Anne Gadhia, DBE, CVO
Chair
18 March 2025
83
82
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
BOARD LEADERSHIP AND COMPANY PURPOSE
Governance Framework
The Board is collectively responsible for the
effective oversight of the Company and the long-
term success of its business, including overseeing
the development of the Group’s strategic aims and
objectives and ensuring an appropriate system of
governance (including systems of internal control
and risk management) is in place. The Group’s
business model and strategy (as developed and
approved by the Board) are set out on pages 33
and 35 respectively, and detail how the Group
strategy generates value in the long term.
The Board is also responsible for establishing
our purpose and values, and providing leadership
in setting the desired culture of the business
and ensuring that this is embedded throughout
the Group. As noted below, Vijay Thakrar has
been appointed as our Designated Workforce
Corporate Governance
Our UK Corporate Governance Code
Compliance
CODE PROVISION
CONTEXT FOR NON-
COMPLIANCE
LOCATION OF EXPLANATION FOR
NON-COMPLIANCE
11 At least half the Board,
excluding the Chair, should
be Non-Executive Directors
whom the board considers to
be independent.
Change in independence
requirements between
QCA Code and the Code.
To be addressed through
NED recruitment in short
to medium term.
Board Independence – page 89
12 The board should appoint
one of the independent Non-
Executive Directors to be the
senior independent director.
No formally appointed
SID from 1 November –
Vijay Thakrar assumed
the role of SID (as only
Independent NED).
Division of Responsibilities – page 87
Since its admission to the Main Market of the London Stock
Exchange, the Company has been required under the UK Listing
Rules to comply or explain against the principles and provisions
of the 2018 version of the UK Corporate Governance Code
(the Code) (a copy of which can be found on the website of
the Financial Reporting Council, www.frc.org.uk). Prior to Main
Market admission, the Company adopted the QCA Corporate
Governance Code.
In the period from Main Market admission to 31 December 2024, the Company has applied all of the principles of
the Code, and complied with all provisions of the Code, save as set out below:
CORPORATE GOVERNANCE BOARD LEADERSHIP AND COMPANY PURPOSE
Engagement Non-Executive Director, and his work
in that role will assist the Board in its assessment
and monitoring of culture going forward.
The Board has approved a formal Schedule of
Matters Reserved for the Board which describes
its role and responsibilities. Some of the Board’s
responsibilities are delegated to the Audit,
Nomination and Remuneration Committees,
through agreed Terms of Reference, and the
responsibilities of each Committee are described
in the governance framework on page 86 and in
the relevant Committee reports.
The Schedule of Matters Reserved for the Board,
and the Committee Terms of Reference, are
subject to annual review, and are available on the
Company’s website.
www.alphagroup.com/investors
CODE PROVISION
CONTEXT FOR NON-
COMPLIANCE
LOCATION OF EXPLANATION FOR
NON-COMPLIANCE
24 The Audit Committee should
comprise a minimum of three
independent Non-Executive
Directors. The Chair should
not be a member.
Current Board size does
not support compliance.
To be addressed through
NED recruitment as a
priority matter.
Audit Committee report – page 96
Nomination Committee report –
page 104
32 The Remuneration
Committee should comprise
a minimum of three
independent Non-Executive
Directors.
85
84
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
THE BOARD
▼
The Board is primarily responsible for setting the Group’s strategy for delivering long-term value to our
shareholders and other stakeholders, providing effective challenge to management concerning the execution of
the strategy, setting the Group’s risk appetite and ensuring the Group maintains effective risk management and
internal control systems.
AUDIT COMMITTEE
REMUNERATION COMMITTEE
NOMINATION COMMITTEE
−
Reviews integrity of annual and
interim financial statements.
−
Reviews accounting policies,
financial reporting and
regulatory compliance.
−
Reviews internal financial
controls and monitors
effectiveness of risk
management and internal
control systems.
−
Maintains an appropriate
relationship with the external
Auditor and Internal Audit
function.
−
Monitor’s the Group’s financial
internal controls.
−
Develops and monitors the
ongoing appropriateness
of the Group’s policy on
Executive remuneration.
−
Determines the levels of
remuneration for the Board
and leadership.
−
Monitors remuneration
structures and
recommends changes.
−
Reviews overall workforce
remuneration and related
policies.
−
Reviews the structure, size
and composition of the
Board.
−
Recommends potential
Board and senior
management appointments
to the Board.
−
Oversees succession
planning for the Company’s
Directors and senior
leadership team.
−
Promotes diversity, equity
and inclusion.
Audit Committee report:
Page 94
Remuneration Committee report:
Page 108
Nomination Committee report:
Page 103
EXECUTIVE COMMITTEE
▼
Reporting to the CEO, the Executive Committee is responsible for the day-to-day operations of the Group, and
implementing the Board approved strategy. The Executive Committee monitors Group performance against
agreed financial and operational KPIs, and (supported by specific internal committees) manages risk and
compliance through the implementation of controls, policies and procedures.
Composition: CEO, CFO, CRO, CEO Corporate, CEO Private Markets, COO Private Markets, CEO Cobase,
Strategic Advisor.
SUPPORTING COMMITTEES
▼
The executives operate a number of supporting committees that provide oversight on key business activities
and risk, including:
−
Corporate and Private Markets Governance,
Risk and Compliance Committees
−
Credit Committee
−
Information Security Committee
−
Private Markets Financial Crime
Working Group
DIVISION OF RESPONSIBILITIES
There is a clear division of responsibilities between the Chair and Chief Executive Officer. The key responsibilities of
members of the Board are set out below. Biographies of each Director, which describe the skills and experience he or
she brings to the Board, can be found from page 76-78.
Chair
Dame Jayne-Anne Gadhia
−
Overall leadership of the Board
−
Chair and set agenda for Board meetings
−
Uphold high standards of corporate governance
−
Encourage open debate and interaction of the Board
−
Facilitate the effective contribution of NEDs
−
Promote effective engagement between the Board, its shareholders and
other key stakeholders
CEO
Clive Kahn
−
Responsible for all executive matters and leading executive management
in pursuing the Board agreed strategic and commercial objectives of the
Group
−
Developing Group strategy (for Board approval), and implement decisions
of the Board and its committees
−
Keep the Chair and Board appraised of important and strategic issues
facing the Group
−
Promote high standards of integrity in the conduct of the Group’s
business, and manage Group operations in line with the agreed risk profile
−
Ensure that the culture, values and standards set by the Board are
embedded across the Group
−
Investor relations activity, including communications with institutional
and other major shareholders (alongside the CFO)
Non-Executive Director(s)
Vijay Thakrar, Nicole Coll
−
Provide objective and constructive challenge to management
−
Help to develop proposals on strategy
−
Scrutinise and monitor financial and operational performance
−
Support the executive leadership team, drawing on background and
experience from previous roles
Corporate Governance
The Board
CORPORATE GOVERNANCE BOARD LEADERSHIP AND COMPANY PURPOSE
87
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ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Designated workforce
engagement NED (DNED)1
Vijay Thakrar
−
Attendance at key employee and business events
−
Review messages through the ‘Whistleblowing Policy’ from the Group’s
employees
−
Monitor the effectiveness of employee engagement programme
−
Monitor the outcome of employee surveys and provide input on their
design
−
Report to the Board on DNED activities
Chief Financial Officer
Tim Powell
−
Support CEO in development of Group Strategy
−
Lead finance strategy, and development of annual budget and business
plans
−
Internal and external financial reporting
−
Managing the capital structure of the Group
−
Investor relations activity, including communications with institutional
and other major shareholders (alongside the CEO)
Chief Risk Officer
Tim Butters
−
Oversees Group risk identification, measurement, management and
mitigation
−
Supports the business with the production of risk analyses and the
development of operational policies in line with agreed risk appetite
−
Reports regularly to the Board on the efficacy of the Group’s Enterprise
Risk Management framework and underlying controls
Senior Independent
Director
Dame Jayne-Anne Gadhia
(until 1 November 2024).
Currently Vijay Thakrar on
an interim basis.
−
Provide a ‘sounding board’ for the Chair in matters of governance or the
performance of the Board
−
Available to shareholders if they have concerns which have not been
resolved through the normal channels of communication
−
Lead (at least annually) a meeting of the Non-Executive Directors without
the Chairman present to appraise the performance of the Chairman
−
Act as an intermediary for Non-Executive Directors when necessary and
act as Chairman if the Chairman is conflicted
1 Vijay Thakrar was appointed at the end of 2024, and therefore these are planned activities for 2025.
Corporate Governance
The Board Division of Responsibilities [continued]
NED appointment will be required to meet the
independence requirement of provision 11, with a
search initiated in early 2025.
Notwithstanding that it has not complied with
provision 11 during the period from Main Market
admission to the year-end, the Board is of the view
that Dame Jayne-Anne Gadhia and Vijay Thakrar are
robustly independent in thought and judgement,
and ensure that shareholder interests are taken
into account and represented in Board discussions.
The split between independent and non-
independent directors on the Board as at 17 March
2025 is shown in the table below. As noted above,
although the independence calculation under
provision 11 excludes the Chair, the Board continues
to recognise Jayne-Anne Gadhia as independent.
INDEPENDENT
NON-INDEPENDENT
Dame Jayne-Anne Gadhia
(Chair)
Clive Kahn
(CEO)
Vijay Thakrar
(Non-Executive Director)
Tim Powell
(CFO)
Nicole Coll
(Non-Executive Director)
Tim Butters
(CRO)
Conflicts of interest and external appointments
In accordance with the Board-approved procedure
relating to Directors’ conflicts of interest, all
Directors are required to notify the Company as
soon as they become aware of a situation that
could give rise to conflict or potential conflicts of
interest. The declaration of any interests in the
matters to be discussed is a standing item at the
start of each Board meeting. In accordance with
provision 15 of the Code, Board approval is required
before any Director takes on a new external
appointment.
Senior Independent Director
Provision 12 of the Code recommends that
companies should appoint a Senior Independent
Director (SID), with responsibilities including
those listed in the table above. Dame Jayne-Anne
Gadhia was appointed as the Company’s SID
on 1 May 2024 and served in that role until she
succeeded Clive Kahn as Chair on 1 November
2024. Although from that point Vijay Thakrar,
as the only remaining Non-Executive Director,
has effectively assumed the SID role on an
interim basis until we have appointed a further
independent Non-Executive Director, he was not
formally designated with that role. The Company
therefore technically has not complied with
provision 12 for the period since 1 November 2024.
The SID role will be reviewed once the current
NED recruitment process is complete.
Board Independence
The Company met the minimum independence
requirements of the QCA Corporate Governance
Code in the period up to its admission to the
Main Market in May 2024, but has not met the
stricter requirement under provision 11 of the
Code that at least half the Board (excluding the
Chair) be independent Non-Executive Directors.
The composition of the Board at the time of Main
Market admission reflected the Company’s status
as a founder-led AIM business continuing in a
growth phase, and although the Board’s intention
is to address the independence requirements
as a matter of urgency, the succession planning
activity in 2024 focussed on CEO and Chair
succession, and Clive Kahn’s move from being a
Non-Executive Director to CEO has impacted on
the overall balance of independence.
As described in the Nomination Committee
report on page 105, a search process was
initiated following the Main Market move to
identify an additional Non-Executive Director,
and has resulted in Nicole Coll’s appointment
with effect from 17 March 2025. However, the
Board recognises that a further independent
CORPORATE GOVERNANCE BOARD LEADERSHIP AND COMPANY PURPOSE
89
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ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
COMPOSITION, SUCCESSION AND EVALUATION
While recognising the need to address the
independence of the Board (as noted above) the
Board is satisfied that the existing Directors bring
a desirable and diverse range of skills, experience,
personal qualities and capabilities, and as such, the
composition of the Board with respect to skills and
experience is strong.
The Board is committed to enhancing diversity of
all types across the business, including at Board
level. More detail on Board diversity is included in
the Nomination Committee report on page 105.
Appointment and election
Board succession planning is overseen by the
Nomination Committee (see its report on page 103
for more information on Board recruitment and
succession planning activity during 2024). Each
Non-Executive Director is expected to devote
sufficient time to the Group’s affairs to fulfil his or
her duties. Their letter of appointment anticipates
that they will need to commit a minimum of 20
days per annum to the Group, specifying that more
time may be required. This time commitment was
reviewed and confirmed as appropriate by the
Nomination Committee during the year, and each
of the Non-Executive Directors has confirmed that
they continue to be able to devote sufficient time
to discharge their duties effectively as a Director of
the Company.
The Board is satisfied that each of the Directors
continues to contribute effectively and is
committed to their role. The Board is therefore
pleased to recommend the election of Dame
Jayne-Anne Gadhia and Nicole Coll, who have been
appointed as Directors since the last AGM, and the
re-election of all other Directors at the Company’s
AGM on 15 May 2025. All of the Directors have a
service agreement or a letter of appointment, with
details of their notice periods and unexpired terms
of office set out on page 128.
Induction and ongoing development
All new Directors appointed to the Board are
provided with a formal induction, the purpose
of which is to help new Directors develop a
sound understanding and awareness of the
Group, focusing on its culture, operations and
governance structure. The induction takes the
form of meetings with other Board members
and senior management, and the provision of an
induction pack containing key documentation and
information about the Group, including relevant
policies and procedures.
Our Non-Executive Directors are expected to keep
abreast of issues that may impact the Group and
its markets, and the Company Secretary provides
regular updates to the Board on forthcoming legal
and regulatory matters that may impact the Group.
Board evaluation
In February 2024, the Board instructed
Independent Audit (an external board evaluation
facilitator) to conduct a review of the performance
of the Board and its Committees, focused on the
key areas of:
−
Strategy;
−
Risk Management;
−
Financial Oversight;
−
Management Team;
−
People & Culture; and
−
Stakeholders.
The evaluation was conducted using questionnaires
prepared by the external facilitator, and were
completed by all Board members. The responses
were then analysed, and a detailed report
summarising the responses, themes arising, and
recommendations was presented at the Board’s
meeting in July 2024. Other than in relation to the
2024 Board performance review, Independent Audit
has no other connection with the Company or its
Directors.
Corporate Governance
The Board
DEVELOPMENT AREA
PROGRESS TO DATE
Strategy - Increase time allocated to strategic
oversight, in particular integrating ESG considerations
into strategic decision making, and ensuring KPIs
support the Board’s monitoring of performance
against strategy
−
Full Board strategy session held in December
2024
−
Rolling schedule of Board activity established,
supporting appropriate time allocation on
agendas
Culture - Enhance the Board’s assessment and
monitoring of culture across the business
−
Vijay Thakrar appointed as Designated Non-
Executive Director for workforce engagement
Board process, dynamics and meetings – Allocate
sufficient time in Board meetings for full discussion
on material topics, and strengthen Company
Secretarial function
−
Engaged experienced outsourced Company
Secretary, and agendas structured to maximise
time for discussion on strategic and material
matters
A summary of the review of the performance of the Board Committees is set out in each of their following reports. It is
intended that the next evaluation of the Board and its Committees will be internally facilitated and conducted in 2025.
ACTIVITY DURING THE YEAR
Board and Committee meeting attendance
The table below shows the attendance of the members of the Board and its Committees during the year against
the number of meetings that they were eligible to attend.
DIRECTOR
BOARD
AUDIT
COMMITTEE
REMUNERATION
COMMITTEE
NOMINATION
COMMITTEE
DAME JAYNE-ANNE GADHIA
(appointed 01/05/2024)
6/6
2/2
3/3
2/2
CLIVE KAHN1
(NED until 01/11/2024)
8/8
2/2
2/3
0/2
TIM POWELL
8/8
TIM BUTTERS
7/8
VIJAY THAKRAR
8/8
3/3
3/3
2/2
MORGAN TILLBROOK
8/8
LISA GORDON
(stepped down 01/05/2024)
2/2
1/1
1 In accordance with principles of good governance, although a member of the committees at the time, Clive Kahn recused himself from
the meetings of the Nomination Committee and Remuneration Committee at which his appointment (and remuneration package) as
CEO was discussed. This is reflected in the attendance figures above.
CORPORATE GOVERNANCE BOARD LEADERSHIP AND COMPANY PURPOSE
Overall, the responses indicated that the Board
operates effectively. Key strengths identified
included the spirit of trust and openness around
the Board table which supports constructive
debate and challenge in Board discussions, the
Board’s understanding and oversight of key risks
and opportunities and the underlying financial
health of the business, and the Board’s willingness
to recognise the need to continue to develop its
processes to support continued effectiveness in
the Main Market environment.
The report identified a number of areas for
consideration/development during the year, and
examples of these are set out in the table below
along with progress to date:
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ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
WHAT THE BOARD DID DURING THE YEAR
The Board meets regularly during the year, with the schedule of meetings aligning around key financial reporting
events and the AGM. Standing agenda items include updates from the CEO and CFO on the operational and financial
performance of the business, including tracking of performance against key metrics and KPIs, updates from the CRO
on risk management activity and control effectiveness, and corporate governance updates (including the Company
Secretary’s report).
Specific areas of focus for the Board during 2024 included:
Strategy
Financial performance and
reporting
Risk
−
Divisional and regional
strategy & performance
−
Cobase integration
−
Full annual Board strategy
−
Review of current strategy by
incoming CEO
−
Approval of full-year results,
annual report and investor
presentation
−
Approval of interim results
−
Approval of dividends
−
Approval of share buyback
programme
−
Approval of 2025 budget
−
Regular monitoring of financial
performance against KPIs
−
Annual risk deep dive, with
presentations on credit,
operational, liquidity,
compliance and IT security
risks
−
Approval of risk appetite
statements, including decision
to include a risk appetite
statement on the use of AI in
the business
−
Anti-money laundering and
sanctions reviews
−
Cyber security and resilience
Board appointments /
succession
Main Market move
Corporate governance
−
Appointment of Dame Jayne-
Anne Gadhia as NED and
Chair designate
−
Approval of appointment of
Clive Kahn as CEO (to succeed
Morgan Tillbrook)
−
Appointment of Vijay Thakrar
as designated workforce NED
−
Appointment of Nicole Coll
as NED and Audit Committee
Chair with effect from 17
March 2025 (approved in
February 2025)
−
Decision to proceed
−
Review/briefing on ongoing
Listing Rule and UK Corporate
Governance Code obligations
−
Approval of updated terms
of reference and policies to
reflect Main Market status
−
Approval of Prospectus
and other listing related
documentation
−
Approval of a formal annual
Board and Committee activity
schedule
−
Board and Committee
performance evaluation
−
Review of content of Executive
reports to the Board
−
Review and approval of the
actions required to mitigate
the impact of historic unlawful
dividends and share buybacks
(in March 2025)
Corporate Governance
The Board
ENGAGEMENT WITH THE WORKFORCE
During the year, the Board’s primary methods for
engaging with the workforce have been through
individual director’s face-to-face interactions with
senior leadership and other members of the team,
supported by regular reporting to the Board by the
Executive Directors on people-related matters,
including employee engagement survey scores.
In 2024, the Board approved the appointment of
Vijay Thakrar as our designated Non-Executive
Director for workforce engagement (DNED), and
agreed the scope of that role which includes:
−
bringing the views and experiences of the
workforce into the boardroom;
−
working with the Board, as a whole, and
particularly the executive directors, to take
appropriate steps to evaluate the impacts of
Board proposals and developments on the
workforce, particularly on steps which may be
needed to mitigate any adverse impact;
−
challenging the Executive Directors as needed
as to the way in which workforce engagement
is undertaken and steps to be taken to address
workforce concerns arising out of business-as-
usual activities; and
−
feeding back to employee engagement forums
on steps taken to address their concerns or
explain why particular steps have not been
taken.
It is intended that from 2025 onwards, Vijay will
attend staff town hall meetings and other employee
engagement events to ensure that employee views
are understood by the Board and taken into account
(where appropriate) in its decision-making. We will
report in more detail on Vijay’s activity in the DNED
role in our 2025 annual report.
SHAREHOLDER RELATIONS
As part of its ongoing investor relations programme,
the Board aims to maintain an active dialogue with
its shareholders, including institutional investors,
to discuss issues relating to the performance of
the Group. This ensures that the Board can express
clearly its strategy and performance and receive
regular feedback from investors. It also gives the
Board the opportunity to respond to questions
and suggestions. Our engagement with investors
is primarily through the CEO and CFO who conduct
investor and analyst presentations following the
announcement of our full-year and interim results
announcements. During 2024, Clive Kahn also held
a number of meetings with shareholders following
the announcement that he would succeed Morgan
Tillbrook as CEO.
During 2024, and into 2025, the Remuneration
Committee Chair (Vijay Thakrar) has also engaged
directly with our major shareholders in connection
with our proposed Remuneration Policy. This
is disclosed in more detail in the Directors’
Remuneration Report on page 130.
The Non-Executive Directors are available to discuss
any matter shareholders might wish to raise and
to attend meetings with investors and analysts,
as required. Ensuring a satisfactory dialogue with
shareholders, and receiving reports on their views,
is a matter reserved to the Board.
The Company’s AGM will be held on Thursday 15 May
2025 at the offices of Bird & Bird LLP, 12 New Fetter
Lane, London EC4A 1JP. Electronic proxy voting will be
available to shareholders through both our registrar’s
website and the CREST service. Voting at the AGM
will be conducted by way of a poll and the results will
be announced through the Regulatory News Service
and made available on the Group’s website.
More information on AGM arrangements is included
in the AGM Notice which will be distributed to
shareholders and made available on the Group’s
website.
CORPORATE GOVERNANCE STAKEHOLDER ENGAGEMENT
Corporate Governance
Stakeholder Engagement
93
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ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Audit Committee Report
Vijay Thakrar
Non-Executive Director
CORPORATE GOVERNANCE AUDIT COMMITTEE REPORT
−
The change of reporting segments (adopted
from the 2024 half-year end) from our two core
service offerings (FX risk management and
alternative banking), to the two key markets
we operate in (Corporate and Private Markets1).
This more closely aligns with our organisational
structure, and provides better clarity around
our business model;
−
Reviewing the Credit Value Adjustment (CVA)
model and methodology. The Committee
reviewed with management and BDO the
methodology adopted by management at the
year-end, which was consistent with prior
years, and noted that BDO considered the CVA
provision was appropriate;
−
The treatment of non-recurring costs incurred
during the year that are not part of underlying
profits (including costs linked to the Main
Market listing); and
−
The scenario analysis and assumptions
underpinning the going concern assessment
and the Long-Term Viability statement, which
are set out on page 50.
We have reviewed the effectiveness of the
external audit process (as described on page
101, and concluded that BDO LLP remains
effective, independent and objective. The
Committee has therefore recommended to
the Board that a resolution to reappoint BDO
LLP as the Company’s external auditor for the
2025 financial year be proposed at our 2025
AGM.
BDO LLP was appointed as the Group’s
external auditor in 2016. In accordance with
the Competition and Markets Authority order,
the Committee will conduct a comprehensive
audit tender during 2025. The Committee
has been preparing for the tender and has
outlined its proposed timetable on page 102.
The Committee extends an invitation to all
interested shareholders to engage with us on
the tender if they wish to do so. Shareholders
can contact me via our Company Secretary.
On behalf of the Board, I am pleased to present the Audit
Committee report for the year ended 31 December 2024.
The Committee’s activity during 2024 has broadly focussed on its key responsibilities around reviewing
financial reporting statements (and in particular the significant financial reporting judgements made
in connection with their preparation), monitoring the effectiveness of our internal control and risk
management systems (supported by assurance gained through the activities and reporting of our Internal
Audit function, as well as those of the Chief Risk Officer and his team) and overseeing the relationship with
BDO LLP, our external auditor.
The significant judgements and estimates in connection with the production and audit of the financial
statements for the 2024 year-end are set out in the table in the following report. In addition to those points,
key accounting policy areas discussed by the Committee during the year included:
1 Private Markets was previously referred to as “Institutional”
The Committee also discussed the forthcoming
requirements under provisions 28 and 29 of the
2024 version of the UK Corporate Governance
Code in relation to the monitoring and review of
material controls. Although Alpha already has a
robust risk framework, and the Committee and
Board are involved in regular monitoring of controls
effectiveness, we are conscious that further
planning is required during 2025 to ensure that
we are in a position to report compliance against
provisions 28 and 29 as they become effective. An
update on these matters will be provided in our
report in the 2025 annual report.
The Audit Committee’s performance and
effectiveness was evaluated as part of the wider
Board evaluation process described on page 90.
I’m pleased to report that the findings indicate that
the Committee continues to operate effectively.
I am pleased that Nicole Coll has joined the
Board and will chair the Audit Committee going
forward. I look forward to working with Nicole and
supporting her.
Vijay Thakar
Audit Committee Chair
18 March 2025
Key Responsibilities
−
Monitoring the integrity of the Group’s financial reporting statements
and other formal announcements relating to financial performance, and
reviewing the significant financial reporting judgments made in connection
with their preparation.
−
Monitoring and reviewing the effectiveness of the Company’s internal
controls (including financial controls) and risk management systems.
−
Overseeing and maintaining the relationship with the Company’s external
auditor, including assessing the effectiveness of the audit process and
reviewing the independence and objectivity of the external auditor.
−
Agreeing the annual Internal Audit plan, receiving and reviewing reports from
the Internal Audit function on its activities, and monitoring the effectiveness
of the Internal Audit function.
−
Ensuring that appropriate fraud prevention and whistleblowing
arrangements are in place and operate effectively to minimise the risk of
fraud and financial impropriety.
95
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ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Audit Committee Report
Continued
ROLE OF THE COMMITTEE
The Audit Committee’s duties and responsibilities
are set out in full in its terms of reference, which are
available on the Company’s website. The terms of
reference were updated during the year to reflect
the Company’s move from AIM to the Main Market.
The principal role of the Committee is to provide
independent challenge and oversight of the
accounting, financial and narrative reporting and
internal control processes, risk management, the
Internal Audit function and the relationship with our
external auditor.
COMMITTEE MEMBERSHIP AND COMPOSITION
From 1 January to 1 November 2024, the Committee
comprised three members (two independent
Non-Executive Directors, and Clive Kahn in his role
as independent Non-Executive Chair of the Board
during that period). Since 1 November 2024, when
Clive was appointed as an Executive Director and
CEO Designate, the Committee has been comprised
of two members (Vijay Thakrar and Dame Jayne-
Anne Gadhia). We recognise that this composition
is not in line with provision 24 of the UK Corporate
Governance Code which recommends that audit
committees of FTSE 250 companies comprise a
minimum of three independent members, and that
the Chair of the Board should not be a member of
the Audit Committee.
As noted in the Nomination Committee report on
page 105, following a search process, Nicole Coll
has been appointed as a Non-Executive Director
and Audit Committee chair with effect from 17
March 2025, and therefore the membership of
the Committee has increased to three from that
date. However, we currently intend that Dame
Jayne-Anne Gadhia will remain as a member of
the Committee and we will therefore continue to
not comply fully with provision 24 until a further
additional Non-Executive Director is recruited. As
noted in the Nomination Committee report, we are
satisfied that Dame Jayne-Anne was independent
on her appointment to the role as Board Chair,
and that the independence and objectivity of the
Audit Committee are not impacted by its current
composition. Once an additional Non-Executive
Director is appointed, it is intended that they will
join the Audit Committee and Dame Jayne-Anne
will step down from the Committee.
The members of the Committee and their
attendance at meetings during the year are set
out in the table below, with their attendance at
meetings of the Committee in 2024 set out in
the table on page 103. Representatives from the
external auditor (BDO LLP) are invited to attend
each meeting, together with the Chief Executive
Officer, the Chief Financial Officer, the Chief Risk
Officer and the Head of Internal Audit. This means
that a majority of Board members are present at all
Committee meetings. At the end of each Committee
meeting the Committee meets with the external
auditor without management present.
COMMITTEE
MEMBER
MEMBER
SINCE
MEETINGS
ATTENDED/
ELIGIBLE TO
ATTEND
Vijay Thakrar
(Chair)
19 May 2021
3/3
Dame Jayne-Anne
Gadhia
1 May 2024
2/2
Clive Kahn
16 December 2016
to 1 November 2024
2/2
Lisa Gordon
1 February 2017
to 1 May 2024
1/1
The Board has confirmed that it is satisfied that
Vijay Thakrar has recent and relevant financial
experience as recommended under the Code
by virtue of his qualification as a Chartered
Accountant, his executive background in finance
roles, and his experience as an audit committee
chair in other non-executive positions. The Board is
also satisfied that the Audit Committee continues
to have competence relevant to the sector in which
the Group operates, given Vijay and Dame Jayne-Anne
Gadhia’s experience in financial services businesses.
The skills and experience each member contributes
can be found on pages 76 to 78.
FINANCIAL AND NARRATIVE REPORTING
A key element of the Committee’s role is to assist the
Board in its oversight of the quality and integrity of the
Company’s financial and narrative reporting, and its
accounting policies and practices. In discharging this
duty, during 2024, the Committee reviewed both this
2024 Annual Report (and financial statements) and the
half-year results and financial statements prior to their
publication in September 2024.
The Committee monitored the Group’s year-end and half-
year reporting processes to ensure that Alpha provided
accurate and timely financial results, and that, where
accounting judgements and estimates were required,
these were both appropriate and in line with
agreed accounting policies, including appropriate
reconciliations between statutory profit and adjusted
profit measures reported in the Company’s financial
statements. This monitoring was supported by the
receipt and discussion of reports from the CFO and
other relevant members of the leadership team,
including on the application of accounting policies,
the management of risk and internal controls, long-
term viability, and going concern. It also received and
discussed regular reports from the external auditor.
Significant issues considered in relation to the
financial statements
Significant issues and accounting judgements are
identified by the finance team and the external audit
process, and are reviewed by the Audit Committee.
The significant issues considered by the Committee
in respect of the year ended 31 December 2024 are
set out in the table below:
MATTER CONSIDERED
HOW THE COMMITTEE ADDRESSED THE MATTER
Revenue recognition:
The Group generates revenue from a variety of sources
many of which are associated to front office staff
who are incentivised on a commission basis. There is
therefore a risk that the recognition of revenue could
be influenced or overridden by management.
Based on discussions with management and the
external auditors, the Committee was satisfied
that sufficient analysis and controls had been
performed in this area to conclude that revenue
has been recognised appropriately and that there
is no evidence that manipulation of revenues has
taken place.
Measurement of acquired intangible assets, including
goodwill:
Following its acquisition of Cobase in December 2023,
the Group has recognised goodwill and acquired
intangible assets on its balance sheet. In line with
IAS 36 Impairment of assets, goodwill is assessed for
impairment.
The Committee considered the approach and
methodology to performing the annual impairment
assessment including reviewing key assumptions.
See note 3 to the financial statements on page 176
for more details.
CORPORATE GOVERNANCE AUDIT COMMITTEE REPORT
97
96
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
MATTER CONSIDERED
HOW THE COMMITTEE ADDRESSED THE MATTER
Move from the AIM to Main Market:
As part of the move from AIM to the Main Market,
a listing prospectus was produced with relevant
supporting documentation and analysis, including a
working capital report.
The Committee considered and was satisfied
with the content of the listing prospectus and
associated documentation after reviewing the
internal work performed and the comforts from
advisors.
TCFD and Viability statement:
2024 was the first year in scope for both TCFD
reporting and the disclosure of a viability report.
The Committee discussed the underlying
assumptions and supporting scenario analysis
and the basis for determining that the three year
period is appropriate and the associated risk
disclosures, agreeing both disclosures.
Accounting and disclosures concerning unlawful
dividends and share buybacks:
As described in the Directors report on page 144,
£21.1m of distributions in 2024 (comprising £19.3m of
share buybacks and £1.8m related to the 2024 interim
dividend payment) was made otherwise than in
accordance with the 2006 Companies Act.
On further investigation the Company has also
identified further issues in historic interim dividends
periods totalling £0.7m.
Management has sought legal advice regarding the
appropriate actions to take, and considered the
related accounting and disclosure impacts.
The Committee reviewed legal advice from
the Company’s legal counsel regarding the
necessary steps to mitigate the impact of these
transactions, and reviewed and challenged
management’s accounting analysis and related
disclosures set out in the financial statements.
Particular attention was focused on information
in the following areas:
1. The treatment of the share buyback in the
Consolidated Financial Statements (see the
Statement of Changes in Equity and note 21 –
Capital and Reserves);
2. The basis on which statutory and underlying
earnings per share had been determined
(note 4 – Alternative Performance Measures
and note 10 – Earnings per Share);
3. The Company only Statement of Financial
Position and disclosures around distributable
reserves (note 8 – Share Capital); and
Disclosures of transactions subsequent
to the year-end (note 27 – Events after the
Reporting Period).
Based on the above and discussions with the
external auditors, the Committee concluded the
accounting and disclosures were appropriate to
the Company’s circumstances.
Audit Committee Report
Continued
FAIR, BALANCED AND UNDERSTANDABLE
At the request of the Board, the Committee has
considered whether, in its opinion, the 2024 Annual
Report and Financial Statements are fair, balanced
and understandable, and whether they provide the
information necessary for shareholders to assess
the Company’s position and performance, business
model and strategy. In carrying out its review, the
Committee had regard to the following:
Fair and balanced:
−
Does the annual report present a complete
picture of the performance of the business
during the year, including reporting on
weaknesses, difficulties and challenges
alongside successes and opportunities?
−
Are the key business segments described in
the narrative reporting consistent with those
used for financial reporting in the financial
statements?
−
Are clear explanations of KPIs provided, and
is there a strong linkage between KPIs and
strategy?
−
Is there an appropriate balance between
statutory and adjusted measures, and are
adjustments explained clearly and with
appropriate prominence?
Understandable:
−
Is there a clear framework for the annual report,
and are important messages highlighted and
appropriately referenced throughout the
document?
−
Is there a consistent tone across the Annual
Report and financial statements?
−
Are there clear signposts to where additional
information can be found?
The Committee (and Board) reviewed early drafts
of the Strategic Report and Governance section to
allow feedback and guidance to management on the
messaging and overall tone. The Committee then
considered the close-to-final Annual Report in full as
part of its final year-end meeting, including cross-
referencing to the findings of BDO’s external audit
report.
Following its review, the Committee was unanimous
in its opinion that it was appropriate to recommend
to the Board that the 2024 Annual Report and
Financial Statements are fair, balanced and
understandable.
CORPORATE GOVERNANCE AUDIT COMMITTEE REPORT
MATTER CONSIDERED
HOW THE COMMITTEE ADDRESSED THE MATTER
Non-underlying items/alternative performance
measures:
The Group separately identifies results before non-
underlying items (these are referred to as “underlying”
and “adjusted”). The Group uses its judgement to
classify items as non-underlying.
The Committee discussed and agreed on the
classification of non-underlying items in the
financial statements for the year, including the
reconciliation from statutory to Alternative
performance measures. See note 4 to the
financial statements on page 177.
99
98
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
GOING CONCERN AND LONG-TERM VIABILITY
The Committee reviewed the Group’s going
concern and long-term viability disclosures
included in this Annual Report, together with
associated papers prepared by the Finance team
in support of each statement. The review included
considering the Group’s future prospects with
reference to forward-looking views on risk, viability
and planning, and the assumptions underlying the
scenarios modelled by management to assess the
strength of the Group’s financing arrangements
and liquidity requirements.
The going concern and long-term viability
statements were also reviewed by the external
auditor and their findings reported back to the
Committee.
Following the review, the Committee was
comfortable to recommend to the Board that the
going concern and long-term viability disclosures
included on page 50, are appropriate.
RISK MANAGEMENT AND INTERNAL CONTROLS
The Board has overall responsibility for setting the
Group’s risk appetite and ensuring that there is an
effective risk management framework to maintain
appropriate levels of risk. The Group’s Enterprise
Risk Management Framework is described in
detail on page 37.
The Group’s system of internal controls has been
developed and implemented in line with the
Board-approved risk appetite. Each business
within the Group faces different and common risks
and has therefore established risk management
policies, procedures, internal controls and
reporting mechanics necessary to ensure
and validate that those risks are understood,
monitored, managed, and controlled. Financial
control policies are designed to ensure the
accuracy and reliability of financial reporting and
govern the preparation of the financial statements.
The process by which the Board has monitored
and reviewed the effectiveness of the system of
internal controls and risk management during the
year has included:
−
regular review of detailed reporting from
the Chief Risk Officer which is structured in
line with the Board-approved risk appetite
categories, applies a RAG status in respect of
specific risks within those categories in the
reporting period, and describes mitigating
actions to be taken where necessary;
−
receiving regular updates from the Group’s
Internal Audit function on progress against
the agreed Internal Audit plan, and detailed
reports on specific internal audits and control
testing;
−
conducting an annual review of the Group’s
control systems and their effectiveness as
part of the broader risk deep dive presented
to the Board; and
−
reporting and updating the Board on the risk
and control culture within the Group.
The Committee is satisfied that the Group’s
framework of internal control systems has
continued to operate effectively throughout 2024.
Following the identification of unlawful dividend
payments and share buyback payments by
management, the Committee took steps to
augment the processes in place to ensure
sufficient distributable reserves are available
in the Parent Company to fund distributions.
In particular, prior to the end of each half year
reporting period, management will present
analysis confirming the availability of distributable
reserves sufficient to fund at least six months’
worth of distributions for review and approval by
the Committee.
INTERNAL AUDIT
The Group’s Internal Audit function was established
in 2022 and is led by James Pearman, Head of
Internal Audit, who has a direct and open line of
communication with the Audit Committee Chair.
The Internal Audit function presents an annual
plan of activity to the Committee (and Board) for
approval, with the plan identifying the specific
business areas to be subject to Internal Audit
review during the relevant year. The 2024 Internal
Audit plan comprised risk-based reviews across
a range of business areas. Specific Internal Audit
reports are presented to the Committee on
completion of these reviews, and the standing
Internal Audit update report at each Committee
meeting tracks progress against actions raised
through the Internal Audit reviews. Internal Audit’s
plan for 2024 focused primarily on regulatory
compliance and key operational processes. This
included in-depth reviews of our compliance
with financial crime regulations across multiple
jurisdictions, safeguarding processes under the
Electronic Money Regulations 2011, outsourcing
obligations, and readiness for implementation of
the Digital Operational Resilience Act affecting
our EU business activity, in addition to risk-based
operational assessments to ensure that key
business processes and associated controls were
designed adequately and operating effectively.
As part of its oversight of the Internal Audit
function, the Committee monitors the
responsiveness of management and the wider
business in addressing Internal Audit findings.
During 2024, this oversight contributed to
increased accountability at the senior management
level for progressing Internal Audit actions, which
are discussed as a standing item at the internal
Governance, Risk and Compliance Committee
meetings, chaired by the Chief Risk Officer.
EXTERNAL AUDITOR
The Audit Committee is responsible for overseeing
the Group’s relationship with its external auditor,
BDO LLP. During the year, the Audit Committee has
discharged this responsibility by:
−
agreeing the scope of the external audit and
negotiating the remuneration of the external
auditor;
−
receiving regular reports from the external
auditor, including with regard to audit strategy
and year-end audits;
−
regularly meeting the external auditor without
management present; and
−
assessing the auditor’s independence and the
effectiveness of the external audit process.
EXTERNAL AUDIT EFFECTIVENESS REVIEW
The Audit Committee monitors the effectiveness of
the external auditor on an ongoing basis during the
year, considering its independence, objectivity, and
professional scepticism through its own interactions
with the external auditor and through feedback from
the Chief Financial Officer and Finance team. In doing
so, the Committee has regard to the experience and
expertise of the external audit team, the standards
of integrity and objectivity displayed in the auditor’s
review of key accounting judgements, and the extent
to which the agreed audit plan and strategy is
fulfilled.
During 2024, this ongoing monitoring was also
supplemented by an annual formal review of the
effectiveness of the external audit process. This was
conducted by way of the preparation of a report by
the Chief Financial Officer which summarised the
finance team’s view of BDO’s effectiveness based on
interactions during the audit.
Audit Committee Report
Continued
CORPORATE GOVERNANCE AUDIT COMMITTEE REPORT
101
100
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
This report, which was discussed at the Committee’s
meeting in August 2024, assessed BDO’s
performance and effectiveness in five focus areas,
being: (i) independence, (ii) mindset and culture, (iii)
skill, character and knowledge; (iv) quality control,
and (v) judgement.
Having discussed the report, and taken account of its
own ongoing consideration of audit effectiveness, the
Committee agreed with management’s conclusion
that the 2023 external audit process had been
effective, noting in particular that BDO continued to
provide an independent and objective approach to
the audit, had demonstrated an appropriate level of
professional scepticism, had identified the key areas
of audit risk and had made appropriate judgements
around materiality.
NON-AUDIT SERVICES
The engagement of the external audit firm to provide
non-audit services to the Group can impact on the
independence assessment. The Company’s policy
is that the external auditor can only be engaged to
provide non-audit services (which it is not restricted
from providing under relevant regulations) with prior
approval of the Audit Committee, and that the fee for
any such services must not be of a size which may
cause or be perceived to cause a conflict of interest.
During the year ended 31 December 2024, BDO
LLP was engaged to provide permitted non-audit
services relating to its role as reporting accountant
in connection with the prospectus for the Company’s
move to the Main Market, and the Limited Assurance
CASS audit for Alpha FX Limited required under FCA
rules. Total non-audit fees for 31 December 2024
were £0.5m, representing 36% of the total audit
fee. This is shown in further detail in note 6 to the
Financial Statements. The Committee is satisfied
that the level of non-audit fees paid to BDO LLP
during 2024 does not impact on its independence.
Nomination Committee Report
Dame Jayne-Anne Gadhia (DBE, CVO)
MEMBERSHIP
All Non-Executive Directors are members of the
Nomination Committee. Until 1 November 2024, the
Committee was chaired by Clive Kahn and comprised
of three members. Since Clive’s appointment as an
Executive Director and CEO Designate on 1 November
2024, the Committee has been chaired by Dame
Jayne-Anne Gadhia and has comprised of only two
members given Vijay Thakrar was the only other non-
executive director between 1 November 2024 and the
year-end. The Group announced on 27 February 2025
that Nicole Coll would be appointed to the Board as
an independent Non-Executive Director with effect
from 17 March 2025, and become a member of the
Nomination committee on her appointment. A search
for another new Non-Executive Director is ongoing,
and that director will also join the Nomination
Committee on appointment.
Audit Committee Report
Continued
CORPORATE GOVERNANCE NOMINATION COMMITTEE REPORT
APPOINTMENT AND TENURE
BDO LLP was first appointed as the Group’s external
auditor in 2016. Justin Chait was appointed as lead
audit partner for the 2021 audit, and in line with
BDO’s policy on lead partner rotation (and absent
any change in auditor as a result of a tender process)
would be required to rotate off the Group’s audit
after the 2025 audit.
The Company is required to undertake a mandatory
tender process at least every ten years. Therefore,
the Committee intends to conduct a tender process
during the summer of 2025, with the new audit
contract to be in place for the 2026 year-end. The
Committee is satisfied that conducting an external
audit tender during 2025 is in the best interests of
the Company and its members, as the timetable
will support continuity through our first full year
as a Main Market listed business (and FTSE 250
constituent) and will align the audit tender process
with the planned mandatory rotation of the current
lead audit partner.
Following the assessment of the independence,
objectivity and effectiveness of BDO as external
auditor summarised above, and the conclusion
that the Committee remains satisfied with BDO’s
capabilities in delivering a quality and effective audit,
the Committee is therefore pleased to recommend
that BDO be reappointed as the Group’s auditor at
the 2025 AGM.
Having entered the FTSE 250 during the year, the
Committee confirms its compliance for the period
since it became a FTSE 250 constituent to the
financial year ended 31 December 2024 with The
Statutory Audit Services for Large Companies Market
Investigation (Mandatory Use of Competitive Tender
Processes and Audit Committee Responsibilities)
Order 2014.
Key Responsibilities:
−
regularly reviewing the structure, size and composition (including the
skills, knowledge, experience and diversity) of the Board and making
recommendations to the Board with regard to any changes;
−
leading the process for the appointment of new Board Directors;
−
reviewing the leadership needs of the organisation, both Executive and Non-
Executive, with a view to ensuring the continued ability of the organisation to
compete effectively in the marketplace;
−
reviewing annually the time commitment required of Non-Executive Directors;
−
Board and senior leadership succession planning.
COMMITTEE MEMBER
MEMBER SINCE
MEETINGS ATTENDED /
ELIGIBLE TO ATTEND
Dame Jayne-Anne Gadhia (Chair)
1 May 2024
2/2
Vijay Thakrar
19 May 2021
2/2
Clive Kahn
16 December 2016 to 1 November 2024
0/2
Lisa Gordon
1 February 2017 to 1 May 2024
N/A
1 Clive Kahn did not attend any meetings of the Committee in relation to his appointment as an Executive Director and CEO Designate.
103
102
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Nomination Committee Report
Continued
ACTIVITY DURING THE YEAR
The Nomination Committee met formally on two
occasions during 2024, and has met once since
the year end with its activity at those meetings
including:
−
CEO succession, and recommending the
appointment of Clive Kahn as CEO
−
Appointment of an additional Non-Executive
Director
−
Reviewing the independence, and time
commitment, of Non-Executive Directors
−
Reviewing its own terms of reference
BOARD COMPOSITION &
SUCCESSION PLANNING
As highlighted in our 2023 Annual Report, Dame
Jayne-Anne Gadhia was appointed as a Non-
Executive Director and Chair designate on 1 May
2024, and Lisa Gordon stepped down as a Non-
Executive Director on that date. It was originally
intended that Dame Jayne-Anne would succeed
Clive Kahn as Chair of the Board following the 2025
AGM, however this was accelerated to 1 November
2024 given the decision (described in more detail
below) to appoint Clive to succeed Morgan Tillbrook
as CEO and the desire for a managed handover
between Morgan and Clive during November and
December 2024.
We also noted in our 2023 Annual Report the
intention to initiate a search for an additional Non-
Executive Director during 2024. After discussion,
it was agreed that the search should focus on
identifying a candidate who could take on the role
as Audit Committee Chair to ensure an appropriate
distribution of roles across the NEDs. The process
leading to the appointment of Nicole Coll is set out
in more detail below.
As noted in the section on Board Independence in
the Corporate Governance statement on page 89,
the Committee and Board recognise that a further
additional Non-Executive Director appointment will
need to be made in order for the Board to meet the
formal independence requirements of the Code.
A search process for that additional Non-Executive
Director has been initiated in early 2025, and details
about the process will be disclosed in the 2025
Annual Report.
COMMITTEE COMPOSITION
The Nomination Committee is also responsible
for monitoring the composition of the Board’s
principal committees to ensure that they comprise
appropriately skilled, experienced and independent
members. Under the Code, the Audit Committee
should comprise a minimum of three independent
Non-Executive Directors and the Chair should not
be a member of the committee (Code provision 24),
and the Remuneration Committee should comprise
a minimum of three independent Non-Executive
Directors one of whom can be the Chair if they were
independent on appointment (Code provision 32).
The composition of Alpha’s Audit and Remuneration
Committees complied with QCA Corporate
Governance Code requirements up to its admission
to the Main Market in April 2024, however from that
date the small number of Non-Executive Directors
on the Board (coupled with Clive Kahn’s change
from being an independent Non-Executive Director
to an Executive Director during the year) has
meant that:
−
The Audit Committee did not meet the Code
provision 24 independence requirements from
Main Market Admission as the Board Chair has
been a member of the committee throughout
that period, and the committee has comprised
only two members since 1 November 2024; and
−
The Remuneration Committee did not meet
the Code provision 32 requirement from 1
November 2024 as it has only comprised two
members since that date.
Nicole Coll will become Chair of the Audit
Committee and a member of the Remuneration
Committee when appointed. From that date, the
composition of the Remuneration Committee
will comply with provision 32, however the
Audit Committee composition will not be in full
compliance with provision 24 until an additional
Non-Executive Director is appointed (anticipated
to be during 2025).
APPOINTMENT OF NICOLE COLL
During the year, the Committee has overseen the
process leading to its recommendation to the
Board that Nicole Coll be appointed as a Non-
Executive Director of the Company with effect
from 17 March 2025. The key elements of the
process can be summarised as follows:
Candidate profile: Members of the Nomination
Committee and the Board agreed that the search
should be for a Non-Executive Director who would
take on the role of Audit Committee Chair, with key
elements of the candidate profile therefore being
around financial qualifications and experience.
Engage Search firm: Various executive search
firms were considered, with Halsey Keetch (which
has no other connection with the Company or
its Directors) ultimately engaged to support the
search for the new Non-Executive Director. Halsey
Keetch was briefed on the desired candidate skills
and experience, as well as the need to ensure a
diverse pool of candidates.
Review Long List: Halsey Keetch provided a long
list of potential candidates. This was reviewed by
members of the Nomination Committee and the
Board, and a shortlist of candidates to interview
agreed.
Interviews: Shortlisted candidates were
interviewed initially by the Executive Directors,
prior to being met by the Audit Committee Chair
and Board Chair.
Recommendation: Following the interview
process, members of the Nomination Committee,
taking feedback from the Executive Directors,
discussed and ultimately unanimously agreed
to recommend to the Board the appointment of
Nicole Coll as a Non-Executive Director and Audit
Committee Chair with effect from 17 March 2025.
DIVERSITY
Alpha is committed to promoting a diverse and
inclusive workplace in all its global jurisdictions,
and the Board recognises that successful
businesses flourish most when embracing diversity
and developing and empowering talented people
at every organisational level.
Since the year-end, the Board has approved
a Board Diversity Policy which documents our
established approach of ensuring that diversity
considerations (including diversity of gender, social
and ethnic backgrounds, cognitive and personal
strengths, amongst other relevant factors) are
included in the process for Board appointments.
The Board Diversity Policy, which will be monitored
by the Nomination Committee, does not set out
any specific targets in terms of either gender or
ethnic diversity for the Board or its Committees,
however we are mindful of the fact that Alpha,
as a FTSE 250 business, is subject to the
recommendations of the Women Leaders Review
and Parker Review, and the comply or explain
requirements in relation to Board diversity set out
in UK Listing Rule 6.6.6(9).
CORPORATE GOVERNANCE NOMINATION COMMITTEE REPORT
105
104
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Our compliance with the diversity targets set out in UK Listing Rule 6.6.6(9) as at 31 December 2024 was as follows:
TARGET
COMPLIED
EXPLANATION
At least 40% of the board are women
✕
16.6% of the Board were women at the year end.
This increased to 20% on 1 January 2025 and to
33.3% on the appointment of Nicole Coll on 17
March 2025.
At least one of the senior board positions
(Chair, CEO, Senior Independent Director or
CFO) is held by a woman
✓
Dame Jayne-Anne Gadhia is Chair
At least one member of the board is from
a minority ethnic background (defined by
reference to categories recommended by the
Office for National Statistics and excluding
those from a white ethnic background).
✓
See table below
As required under UK Listing Rule 6.6.6(10), the breakdown of the gender identity and ethnic background of the
Company’s Directors and executive management (the Executive Committee) as at 31 December 2024 is set out in
the tables below and overleaf. Each Director and Executive Committee member was asked to complete a survey in
order to compile this data. Any new appointees to the Board or Executive Committee in the future will be asked to
provide this information.
GENDER
IDENTITY
BOARD
MEMBERS
% OF
BOARD
SENIOR POSITIONS
ON BOARD*
EXECUTIVE
MANAGEMENT
% OF EXECUTIVE
MANAGEMENT
Men
5
83.3%
3
8
100%
Women
1
16.7%
1
0
0%
Not specified/
prefer not to say
N/A
N/A
N/A
N/A
N/A
Nomination Committee Report
Continued
ETHNIC
BACKGROUND:
BOARD
MEMBERS
% OF
BOARD
SENIOR POSITIONS
ON BOARD*
EXECUTIVE
MANAGEMENT
% OF EXECUTIVE
MANAGEMENT
White British or other
white
4
66.7%
3
7
87.5%
Mixed/multiple ethnic
groups
0
0%
0
0%
Asian/Asian British
1
16.7%
1
0
0%
Black/African/
Caribbean/Black
British
0
0%
0
0%
Other ethnic group
1
16.7%
0
1
12.5%
Not specified/prefer
not to say
0
0
0
0%
* Includes CEO, CFO, Chair and SID.
PERFORMANCE EVALUATION
The performance of the Nomination Committee
was reviewed as part of the externally facilitated
Board evaluation process described in the Corporate
Governance section on page 90. Overall, the
responses in relation to the Committee found it to
be operating effectively, but with a need to increase
its oversight of talent development to support Board
and senior management succession planning activity.
Dame Jayne-Anne Gadhia (DBE, CVO)
Chair
18 March 2025
CORPORATE GOVERNANCE NOMINATION COMMITTEE REPORT
107
106
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Remuneration Committee Report
Vijay Thakrar
CORPORATE GOVERNANCE REMUNERATION COMMITTEE REPORT
BUSINESS PERFORMANCE
The Group performed strongly in 2024, with
revenue growth of 23% despite a challenging
macroeconomic backdrop. The growth was
delivered across the business with both Corporate
and Private Markets divisions up by c. 20% year
on year, driven by increasing contributions from
overseas offices and new product offerings. Cobase
also contributed strongly in its first year with the
Group, following its acquisition in December 2023.
Underlying profit before tax (UPBT) grew by 10% to
£47.4m (2023: £43.0m), notwithstanding the cost
of investments in Cobase, increased operational
headcount and further investment in technology
across the Group, all of which will support future
growth.
Balance sheet strength increased throughout the
year, with year-end net cash increasing by nearly
£40m to £218m. This increase in cash balance was
Being a member of AIM served us well over the previous seven-year period providing valuable growth capital
initially as well as allowing the Company to build its corporate governance and investor relations capability.
However, as our business continued to grow and became more global, the Board felt that a Main Market listing
would further enhance our reputation and better support our continued expansion, as well as attract a wider
range of investors. At the same time, Main Market standards align with our ongoing commitment to the provision
of higher levels of governance and disclosure which we hope will continue to be well-received by our stakeholders,
including our investors.
As a Main Market company, for the first time, we are required to have a binding shareholder vote on our Directors’
Remuneration Policy (the ‘Policy’). In addition, we are required to provide further disclosures in our Annual Report
on Remuneration which will build on the enhancements introduced voluntarily in recent years and will continue to
be subject to an advisory shareholder vote.
Dear shareholder,
2024 represented a significant milestone for Alpha as we
celebrated the Company’s move from AIM to a Main Market
listing and admission to the FTSE 250 Index.
fuelled by strong operating profit and c. £85m net
treasury income, primarily from client balances.
It was also achieved despite outflows from two
separate £20m buyback programmes, of which
£30m was completed by the year-end.
2024 REMUNERATION OUTCOMES
Annual Bonus
Participants in the 2024 annual bonus scheme
included our former CEO (Morgan Tillbrook), CFO (Tim
Powell) and our CRO (Tim Butters) with maximum
opportunities of 150%, 171% and 16.7% of salary
respectively.
The bonus award for the year was based on
achievement against a sliding scale of Underlying
PBT targets for the former CEO and CFO and, for the
CFO and CRO only, objectives related to a successful
move from AIM to the Main Market.
The Group delivered a UPBT of £47.4m which was
above target but below the stretch target set by the
Committee.
The CFO and CRO’s non-financial objectives were
set in early 2024 and prior to the move to the
Main Market and would be payable based on (i)
achievement of personal objectives relating to a
successful transition from AIM to the Main Market,
and (ii) achieving the move to the Main Market during
2024, in recognition of the significant amount of
extra work associated with this move.
All objectives were achieved, and this part of the
bonus was awarded in full.
This resulted in bonuses of 124% of salary for Morgan
Tillbrook, 158% of salary for Tim Powell and 16.7% for
Tim Butters.
In line with our previous practice, the 2024 bonuses
will be payable in cash. From next year, part of the
bonus will be deferred in shares (for those bonus
opportunities of 100% of salary or higher) as per the
terms of our proposed Policy.
This report comprises three parts:
−
Annual Statement – here we outline the key
items considered by the Committee during the
year, including pay outcomes, the conclusions
of the review of the Policy undertaken by the
Committee and how we will pay directors for
2025.
−
2025 Directors’ Remuneration Policy – sets out
the parameters within which we operate and
implement our remuneration arrangements for
directors (subject to a binding shareholder vote
at the 2025 AGM).
−
Annual Report on Remuneration – details the
pay outcomes for 2024, the context in which pay
has been set and awarded, and how we propose
to implement our Policy in 2025 (subject,
together with the Annual Statement, to a single
advisory shareholder vote at the 2025 AGM).
Growth Shares
Prior to listing on the Main Market, Alpha operated
a number of arrangements under which employees
subscribed for special classes of shares in different
subsidiaries of the Company (‘growth shares’). The
20% revenue growth hurdle for 2024 was achieved and
the associated number of ordinary shares will vest in
March 2025 for Tim Butters and Tim Powell. Further
information is provided in the Annual Report on
Remuneration. Morgan Tillbrook did not participate in
the growth share scheme.
Going forward, no new growth shares will be awarded
to executive directors and instead, annual awards of
performance shares will be granted – see overleaf.
Overall, the Committee believes the remuneration
outcomes for 2024 are appropriate and reflect the
strong performance of the Group and individuals. No
discretion has been applied to amend the formulaic
outcomes.
BOARD CHANGES
On 9 September 2024 Alpha’s founder, Morgan
Tillbrook, announced his intention to step down as
CEO and Executive Director at the end of 2024. Morgan
was replaced by Clive Kahn, who moved from Non-
Executive Chair to become CEO Designate and an
Executive Director on 1 November 2024. Jayne-Anne
Gadhia took on the role of Non-Executive Chair on
the same date, following her initial tenure as Non-
Executive Chair Designate.
The Remuneration Committee agreed that Morgan
would be treated as a good leaver and remain eligible
for his 2024 performance bonus. Further, it was agreed
that his service agreement would cease from 1 January
2025 and he would not be eligible for any salary or
performance bonus payments from this date. Clive
Kahn’s remuneration arrangements were considered as
part of the new Policy and are set out below.
Lisa Gordon stepped down as a Non-Executive Director
from the Board on 1 May 2024. She received her fee
until the date of cessation.
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Remuneration Committee Report
Continued
REVIEW OF EXECUTIVE DIRECTORS’
REMUNERATION
Given the move from AIM to the FTSE 250, our re-
shaped Board, and the significant and sustained
increase in size and scale of the business over
recent years, the Committee took this opportunity to
thoroughly review and reset pay with two overarching
objectives in mind: firstly, to ensure executives are
paid fairly (though not excessively) for the roles that
are being undertaken; and, secondly, to ensure that
our pay structure is better aligned with expected and
good Main Market practices. We consulted with 15 of
our largest shareholders and received feedback from
nearly all of them. The feedback was generally very
positive with shareholders appreciative of our move
to more standard pay arrangements. The feedback
received was critical in helping the Remuneration
Committee to shape its final proposals and we are
grateful for the input. I set out the key changes below
and a summary of the views heard.
Structure of pay – no further growth shares
Senior executive pay at Alpha has comprised a base
salary, modest benefits and pension, and participation
in an annual bonus scheme. In addition, to date,
selected individuals have also received ad hoc
allocations of growth shares which entitle participants
to a share of the growth in value of Alpha’s market
capitalisation (subject to a cap) if revenue targets are
achieved.
The Committee recognises that growth shares are an
unusual structure in some regards (for example, the
use of different classes of shares and annual tranched
vesting). Accordingly, no further awards of growth
shares will be made to executive directors and, instead,
executives will participate in a more conventional Long-
Term Incentive Plan (LTIP) under which performance
shares will be granted (in the form of nominal - or
nil- cost options or conditional awards). Performance
shares will vest after three years subject to service and
performance conditions and a two-year post-vesting
holding period will also apply.
Investors were supportive of a move to a more
standard FTSE 250-style package and, in particular,
the move to a more conventional LTIP structure.
Base salary
When Alpha first listed on the AIM Market in 2017,
we had a team of ~30 people operating from one
UK office, annual revenues of £8.5m (FY 2016), and a
market cap of ~£60m. Since then, the business has
grown to a team of over 500 people across ten global
offices with annual revenues of £136m (FY 2024) and
a market cap of over £1bn. Our business is now far
more complex as we have diversified our operations
to provide banking and risk management products
to the private markets sector, as well as significantly
growing our original corporate risk management
activities. We have also expanded into overseas
markets and made our first acquisition. Revenue
and profit before tax have grown substantially
year-on-year (2017-2024 CAGR, 47% p.a. and 61%
p.a. respectively) and market expectations are for
continued growth in the years ahead.
As is common in cases of exceptional growth,
salaries have not been able to keep up with the
Committee’s desire to pay market rates in all
cases. The Committee feels that it is important
to remunerate our executive directors fairly to
appropriately reward and retain them, and to
incentivise further growth for the benefit of our
stakeholders. Over the last few years, we have sought
to increase the CFO’s and CRO’s salaries which have
tended to lag the market.
We believe the Main Market FTSE 250 listing is the
appropriate juncture at which to review salaries so
that they reflect the performance of the executives
and their experience, the current size of the business
and the increase in its scale and complexity
(including the extent of its international operations)
as well as the increased compliance, reporting and
governance responsibilities that come with being a
FTSE 250 company.
−
The CEO’s base salary (£650,000) has been set
at the mid-market rate for a company of Alpha’s
size in the FTSE 250.
−
It is proposed to increase the CFO’s base salary
from £325,000 to £400,000, being the mid-
market rate for a company of our size.
−
The CRO’s salary has increased steadily over
time (it increased by 20% in 2024) and his salary
will increase by the workforce rate in 2025, from
£300,000 to £306,000 (2% increase).
The Committee is cognisant that the CFO’s increase
is material and therefore has decided to phase the
increase over two years – to £365,000 in 2025 and to
£400,000 in 2026. The phasing and ultimate salary
positioning were supported by the shareholders we
engaged with. Shareholders were also comforted
by the general intent at this stage to align increases
from 2026 to the workforce increase.
Annual bonus
The CEO’s bonus opportunity has been set at the
mid-market rate for a company of this size at 150%
of salary. The CFO’s bonus will remain unchanged
at 125% of salary, which is also market-aligned. The
2025 measures will comprise underlying PBT (40%),
revenue growth (40%) and strategic objectives (20%).
The bonus targets will be challenging and focused on
delivery of market leading growth. One third of any
bonus earned by the CEO and CFO will be deferred
in shares.
It is proposed that, from 2025, the CRO also
participates in a bonus scheme, albeit at a lower
opportunity of 50% of base salary and with different
measures set to reflect his risk responsibilities
and to exclude financial targets. This mitigates any
potential conflicts and should provide an incentive
for continuing to deliver sound risk management.
Shareholders were supportive of the maximum
bonus opportunities provided the targets are
challenging and the differentiated approach taken to
the CRO’s performance criteria.
Long-term incentives
The first LTIP award will be made in 2025 and will vest
based on performance over the three-year period
2025-2027. The grant levels for the CEO and CFO
have been based on market rates and are 200% and
175% of salary respectively. The CRO’s award level
of 100% of salary is lower to reflect the Committee’s
desire to provide a package with a bias towards fixed
over variable pay for the CRO role, reflecting the
importance that the Board places on effective risk
management. The Committee feels, however, it is
important that the CRO participates in the LTIP as it
bolsters his link to the executive team’s shared long-
term objective of stewarding the share price, and
ensures he is paid fairly without reducing the total
value of his package as a result of his participation in
growth shares ceasing.
The 2025 LTIP will be based on EPS growth and
relative Total Shareholder Return, two key measures
of longer-term success for Alpha. Full details of the
metrics and targets are shown in the Annual Report
on Remuneration on page 141.
Again, the shareholders we consulted were
supportive of the approach to long-term incentives
being taken.
FOUNDER INCENTIVE GRANTS
Earlier this year, Morgan Tillbrook, founder and
former CEO of Alpha, pledged shares with a total
value of around £28m to members of the Board and
senior leadership team to thank them for historic
performance and to help retain them and drive
performance over the next three-year period.
This is clearly an unusual arrangement and a very
generous gesture from Morgan. The Committee has
been closely involved in the planning and design
process which included various discussions with
Morgan regarding his motivations, purpose and likely
impact on participants. The Committee was not
involved in any discussions or decisions regarding
the transfer of shares to the non-executives, which
CORPORATE GOVERNANCE REMUNERATION COMMITTEE REPORT
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were conducted by Morgan and the Executive
Directors. The Committee concluded that the
gifts and arrangements for the executive team
were appropriate and approved them, taking into
account the following factors:
−
The gifts will help foster a founder mindset
amongst our executives and support our
entrepreneurial culture – a culture which has
served us so well to date.
−
Other than Morgan’s personal shareholding,
there will be no dilution of shareholders’
interests, and participants will incur the
associated employer’s NIC charge.
−
15% annual growth revenue targets are
attached to awards for the CFO, CRO and
other senior executive participants (as well as
continued service conditions), and these are
supported by the Committee. The targets are
aligned with our ambitious medium-term goals,
are similar to the ones attached to previous
growth shares, and provide retention over the
next three years.
−
Morgan’s commitment to retain a shareholding
of no less than 10%, for at least three years
from September 2024, is not impacted by this
arrangement.
−
The Remuneration Committee is responsible
for the operation of the founder incentive
arrangement, and it is the Committee that will
assess performance against the targets and the
vesting outcomes.
−
Morgan consulted the largest 15 shareholders
(other than himself) and proxy advisors directly
on this arrangement, and shareholders were
generally supportive, with some personally
thanking him for his generosity, which should
incentivise management to enhance value for
all shareholders. See Founder gifts section for
further information on this and the rationale
provided by Morgan.
FOUNDER GIFTS
In January 2025, shortly after stepping down from
the Board, and with the support of the Alpha Board
and Remuneration Committee, Morgan Tillbrook
wrote to Alpha’s largest shareholders and the leading
proxy agencies regarding a proposed gift of shares to
Board directors and members of senior management.
Shareholders were supportive of the proposal and
the Board and Remuneration Committee formally
approved the grants on 12 February 2025.
In his letter to shareholders, Morgan wrote:
“I founded Alpha in 2009 and over the past 15 years,
I have had the privilege of seeing it grow organically
and profitably year on year into the FTSE 250
company it is today. As you know, in September I
made the decision to step away from my day-to-day
involvement in the company from 1 January 2025.
I am keen to pledge part of my personal shareholding
to align the current Board and senior management
team with investors’ interests. I have given this
considerable thought and believe it is in the best
interests of all shareholders that the Board and the
senior management team are more closely aligned
with investors’ goals.
I am incredibly privileged to have been part of Alpha’s
growth over the last 15 years and I would like to
transfer some of my shareholding to the wider team
for their successful efforts in getting us to this stage
to foster a founder mindset and to incentivise them
to further grow shareholder value, for the combined
benefit of all shareholders.
Ultimately, whilst being a FTSE 250 Main Market
company, it seems to me that Alpha has been, and
needs to continue to be, an entrepreneurial growth
company that looks to deliver exceptional returns to
shareholders. By transferring some of my own shares
without diluting other shareholders, I hope to further
help foster an entrepreneurial founder’s mindset
amongst a number of key players within the business.”
The structure of these gifts was as follows:
−
Clive Kahn – a transfer of shares with a value of
£5m. Clive has paid the related tax on this from
his own personal money and in line with the
agreement, has pledged to hold the total number
of shares (together with the £2.6m purchase
he made from his personal funds in September
2024) for the duration of his tenure as a Board
Director. Being a founder-led business has been
critical to Alpha’s success and, therefore, Clive
holding a significant stake in the business (like a
founder) is a continuation of this approach.
−
CFO, CRO and 15 members of senior
management – a gift of shares in the form of
nil-cost options with a value of £2.5m for the CFO
and £1.5m for the CRO which will vest after three
years subject to annual 15% revenue growth
targets and continued service. The total value of
awards to the CFO, CRO and senior management
is £22m. Any vested awards will be satisfied by
Morgan Tillbrook.
−
Non-Executive Directors – a transfer of shares
to the value of £500,000 each was made to
Dame Jayne-Anne Gadhia and Vijay Thakrar,
reflecting their significant contributions to
Alpha – in particular the constructive yet robust
challenges to management, and enhancements
to Alpha’s governance and risk management,
which has enabled the Company to build the
standards suitable to a successful move from
AIM to the FTSE 250. Sufficient shares were sold
upon the transfers to settle tax. Importantly,
in line with the provisions of the UK Corporate
Governance Code, there are no restrictions
(service, performance or otherwise) on these
shares which could be deemed to impair their
independence. Furthermore, The Investment
Association’s Principles of Remuneration
encourages independent NEDs to align their
interests with those of shareholders by owning
shares. Non-executives were not involved at any
stage in discussions relating to the transfer of
shares to them.
2024 has been a very busy year for Alpha and despite
the significant workload involved in a new listing,
the Company has continued to grow and deliver on
its financial and non-financial goals. We undertook
a comprehensive review of executive pay to ensure
it is fit for purpose for a FTSE 250 company and I
would like to thank all investors and proxy agencies
who participated in the shareholder consultation on
the changes to directors’ pay, as well as the founder
incentive grants, and I look forward to your support
at the 2025 AGM.
Vijay Thakrar
Chair of the Remuneration Committee
CORPORATE GOVERNANCE REMUNERATION COMMITTEE REPORT
Remuneration Committee Report
Continued
VIJAY THAKRAR
Chair of the Remuneration Committee
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ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
CONSIDERATIONS WHEN DETERMINING THE
DIRECTORS’ REMUNERATION POLICY
The overarching objective of the Directors’
remuneration policy is to promote the long-term
success of the Group. In seeking to achieve this
objective, the Remuneration Committee has taken
account of the following guiding principles:
−
remuneration packages should be clear and
simple;
−
remuneration should be set so that it attracts,
retains and motivates high-calibre senior
executives and focuses them on the delivery of
the Group’s strategic and business objectives;
−
arrangements should encourage high levels
of shareholding to align with the interests
of shareholders and to promote a founder
mindset;
−
remuneration should align with, and support,
our values and our culture;
−
a significant proportion of remuneration should
be based on performance-related components,
with potential rewards subject to the
achievement of challenging performance targets
based on measures linked to the Group’s KPIs
and to the best interests of stakeholders; and
−
salaries and the overall level of potential
remuneration should be competitive but not
excessive when compared with other companies
of a similar size, scale and geographical reach.
While Alpha has been listed since April 2017,
this is our first formal Policy as required by
companies listed on the Main Market, following
our move from AIM in 2024. The Policy
has taken into account the remuneration
provisions and principles as set out in the
2024 UK Corporate Governance Code and the
guidance provided by the major proxy voting
agencies. The Policy also takes into account
the views and feedback received from our
major shareholders who were consulted on the
design of the Policy in advance.
POLICY TABLE FOR EXECUTIVE AND NON-
EXECUTIVE DIRECTORS
The table overleaf sets out the main
components of the proposed Directors’
remuneration policy, together with further
information on how these aspects of
remuneration operate, subject to approval
by shareholders at the 2025 AGM. The
Remuneration Committee has discretion to
amend remuneration to the extent described
in the table and the written sections that
follow it.
This part of the Directors’ remuneration report sets out the
Directors’ Remuneration Policy (the ‘Policy’) for the Company,
which will be put to a binding shareholder vote at the AGM on
15 May 2025 and take formal effect from that date, subject to
shareholder approval.
The policy will formally apply for three years beginning on the date of approval unless a new Policy is
presented to shareholders in the interim. Following approval, all payments to Directors will be consistent
with the approved Policy.
Directors’ Remuneration Policy
CORPORATE GOVERNANCE DIRECTORS’ REMUNERATION POLICY
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ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
COMPONENT
PURPOSE AND LINK
TO STRATEGY
OPERATION
MAXIMUM OPPORTUNITY
PERFORMANCE MEASURES
Base salary
To provide competitive fixed
remuneration to attract and
retain Executives of a high calibre.
Salaries are usually reviewed annually with
changes normally effective from 1 January
or where there is a significant change of
responsibilities.
Salaries are typically set after considering:
−
pay and conditions elsewhere in the
Group;
−
overall Group performance including
changes to the size and complexity of the
Group;
−
individual performance and experience;
−
progression within the role and any
changes to the role;
−
competitive salary levels in companies
of a broadly similar size, scale and
complexity; and
−
the underlying rate of inflation.
While there is no prescribed maximum salary or
maximum increase, increases will normally be in line
with the typical range of salary increases awarded
(in percentage of salary terms) to the wider Alpha
workforce.
Larger salary increases may be awarded to take
account of individual circumstances, such as:
−
where an Executive Director has been promoted
or has had a change in scope or responsibility;
−
where the Committee has set the salary of a new
hire at a discount to the market level initially, a
series of planned increases can be implemented
over the following few years to bring the salary
to the appropriate market position, subject to
individual performance; or
−
where the Committee considers it appropriate
to adjust salaries to reflect the continuing
development of the Company.
Increases may be implemented over such time period
as the Committee deems appropriate.
Although there are no formal performance conditions, any
increase in base salary is only implemented after careful
consideration of individual contribution and performance
and having due regard to the factors set out in the
Operation column of this table.
No recovery or withholding provisions apply.
Pension
To provide employees with
long-term savings to allow for
retirement planning.
The Group may offer participation in a
defined contribution pension plan for the
jurisdiction in which they are based or may
permit a cash supplement in lieu of pension
up to the same value, or a mixture of both.
The maximum pension contribution or cash
allowance in lieu of pension is limited to the
contribution level available to colleagues in the
jurisdiction in which the executive Director is based
(in percentage of salary terms). For Executive
Directors this is currently 5% on the first £75,000 of
their base salary.
Not performance related and no recovery or
withholding provisions apply.
Directors’ Remuneration Policy
Policy table for Executive and Non-Executive Directors
CORPORATE GOVERNANCE DIRECTORS’ REMUNERATION POLICY
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ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
COMPONENT
PURPOSE AND LINK
TO STRATEGY
OPERATION
MAXIMUM OPPORTUNITY
PERFORMANCE MEASURES
Benefits
To provide market-competitive,
cost-effective benefits to assist
with retention and recruitment.
Executive Directors may be offered benefits that are in line
with typical market practice including medical insurance,
life assurance, income protection, health screening, a car
allowance, gym membership, and travel insurance.
Executive Directors will be eligible for any other benefits
which are introduced for the wider workforce on broadly
similar terms, and other benefits might be provided from
time to time based on individual circumstances and if the
Committee decides payment of such benefits is appropriate.
Any reasonable business-related expenses can be
reimbursed (and any tax thereon met if determined to be a
taxable benefit).
Executive Directors will also be provided with the
opportunity to participate in any tax-approved all-employee
share plan arrangements (such as the HMRC SAYE scheme)
on the same basis as other employees, should such
arrangements be established in the future.
Under certain circumstances, the Group may offer relocation
allowances or assistance. Expatriate benefits may be offered
where required.
As it is not possible to calculate in advance. the cost
of all benefits, a maximum benefits value is not pre-
determined.
Participation in all-employee schemes is subject to
the limits set by HMRC from time to time.
Not performance related and no recovery or
withholding provisions apply.
Annual bonus
Rewards achievement of
annual financial and business
targets aligned with the Group’s
corporate goals.
Any payment is discretionary.
Bonus deferral encourages
long term shareholding and
shareholder alignment.
Annual bonus is based on performance typically measured
over one year. Outcomes are determined by the Committee
after the year end based on performance against pre-set
targets.
From performance year 2025, for bonus opportunities in
excess of 100% of salary, no more than two-thirds of the
bonus will be paid in cash with the remainder deferred
in shares. The deferred element will be issued as a share
award (granted under the LTIP) which will vest in three
equal tranches on the first, second and third anniversaries
of grant.
At the discretion of the Remuneration Committee,
participants may also be entitled to receive the value
of dividends paid between grant and vesting on vested
deferred bonus awards. The payment may assume dividend
reinvestment.
Bonus payments, including deferred share awards, are
subject to recovery and withholding provisions (see
‘Recovery and withholding’ in the Notes to the Policy table
for further detail).
Bonuses are not pensionable.
The overall maximum annual bonus opportunity
under the Policy for all executive directors is 150% of
salary.
Operational levels may not exceed the overall 150%
Policy limit. The normal operational limits for current
directors are 150% of salary for the CEO, 125% of
salary for the CFO and 50% of salary for the CRO.
The typical on target level of payout is 50% of the
maximum opportunity.
Targets are set annually with measures linked to the
Group’s strategy and aligned with key financial, strategic
and or individual targets.
The performance measures applied may be financial
or non-financial, corporate, divisional, or individual and
in such proportions as the remuneration committee
considers appropriate. The measures and targets may
take into account the role being performed, noting that
the objectives for the CRO are likely to differ from those
applying to the CEO and CFO.
The Committee has discretion to amend the bonus
outcome should the outcome not reflect the Committee’s
assessment of overall business performance, including
consideration of shareholder experience.
The Remuneration Committee considers that the detailed
performance targets used for the annual bonus awards are
commercially sensitive and that disclosing precise targets
for the annual bonus plan in advance is commercially
sensitive. Actual targets, performance achieved,
and awards made will be disclosed at the end of the
performance period so that shareholders can fully assess
the basis for any payouts under the annual bonus plan.
Directors’ Remuneration Policy
Policy table for Executive & Non-Executive Directors [continued]
CORPORATE GOVERNANCE DIRECTORS’ REMUNERATION POLICY
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Directors’ Remuneration Policy
Policy table for Executive & Non-Executive Directors [continued]
COMPONENT
PURPOSE AND LINK
TO STRATEGY
OPERATION
MAXIMUM OPPORTUNITY
PERFORMANCE MEASURES
Long-Term
Incentive Plan
(LTIP)
To incentivise Executive
Directors and to deliver genuine
long-term performance with a
clear line of sight for executives
and directors’ alignment with
shareholders’ interests.
Awards will be in the form of nil or nominal-cost options,
conditional share awards or forfeitable shares.
Awards will be granted with vesting dependent on the
achievement of the performance conditions set by the
committee with performance normally measured over at
least a three-year performance period.
Awards will vest after no less than three years and
vested awards will be subject to a subsequent two-year
holding period.
To the extent that awards vest they may accrue the
benefit of dividends or dividend equivalents during the
vesting and holding periods.
LTIP awards are subject to recovery and withholding
provisions (see ‘Recovery and withholding’ in the Notes
to the policy table for further detail).
The overall maximum LTIP award level is 200% of
salary in respect of a financial year
Operational levels may not exceed the overall 200%
Policy limit. The normal operational levels for current
Directors are 200% of salary for the CEO, 175% of
salary for the CFO and 100% of salary for the CRO.
The number of shares for awards will be calculated
using a three-month average price of the company’s
shares preceding the relevant award date (unless
the committee believes this is inappropriate for any
reason).
LTIP performance measures may include but are not
limited to financial measures such as earnings per
share, share price based metrics such as relative
total shareholder return and strategic or ESG related
objectives.
The Remuneration Committee has the flexibility to vary
the mix of measures or to introduce new measures for
future awards, taking into account business priorities at
the time of grant.
The Committee has discretion to amend the vesting
outcomes should any outcome not reflect the
Committee’s assessment of the overall business
performance including consideration of shareholder
experience.
Shareholding
requirement
To support long-term
commitment to the Company
and the alignment of Executive
Director interests with those of
shareholders.
The Remuneration Committee has adopted formal
guidelines that will encourage the Executive Directors to
build up and maintain a significant shareholding.
The shareholding guideline the CEO, CFO and CRO and
future executive directors is 200% of base salary. Executive
Directors must retain 50% of any shares they acquire
under the LTIP (or deferred bonus), after allowing for the
sale of shares to pay tax and other deductions, until such
time as they have built up to the required level.
Executive Directors must retain a shareholding on
cessation of employment for two years equal to the
lower of 200 per cent of base salary and the actual
shareholding on cessation. For the purpose of the
post cessation shareholding guideline, shareholding
on cessation excludes shares purchased with own
funds and any shares acquired from share plan awards
granted prior to the approval of this Policy.
In addition to the shareholding guidelines, outside of policy,
the CEO has pledged to hold 335,000 shares, being the
number of founder award shares received in February
2025 and the 125,000 shares he purchased after being
announced as CEO Designate in September 2024.
The Committee will take into account adherence to
these guidelines when determining participation in
future equity incentive arrangements.
Executive Directors: 200% of salary.
Not performance related and no recovery or withholding
provisions apply.
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Directors’ Remuneration Policy
Policy table for Executive & Non-Executive Directors [continued]
COMPONENT
PURPOSE AND LINK
TO STRATEGY
OPERATION
MAXIMUM OPPORTUNITY
PERFORMANCE MEASURES
Chair and
Non-Executive
Directors’ fees
To attract Non-executive Directors
who have a broad range of
experience and skills.
To provide the Group with access
to independent judgement on
issues of strategy, performance,
resources and standards of
conduct.
Fees are normally reviewed annually taking into
account factors such as the time commitment and
contribution of the role and market levels in companies
of comparable size and complexity.
The Chair of the Board is paid an all-inclusive fee for all
Board responsibilities.
Fees for the other Non-Executive Directors may
include a basic fee and additional fees for further
responsibilities (for example, chairing of Board
committees or holding the office of Senior Independent
Director).
The Company repays any reasonable expenses that
a Non-Executive Director incurs in carrying out their
duties as a director, including travel, hospitality-related
and other modest benefits and any tax liabilities
thereon, if appropriate.
In exceptional circumstances, if there is a temporary yet
material increase in the time commitments for Non-
Executive Directors, the board may pay extra fees on a
pro rata basis to recognise the additional workload.
Non-Executive Directors cannot receive any share
awards which are contingent on continued service and/
or the satisfaction of performance criteria.
No prescribed maximum fee or maximum fee
increase.
Increases will be informed by taking into account
external and internal benchmarks, such as the salary
increase for the general workforce and will have due
regard to the factors set out in the ‘Operation’ column
of this table.
Not applicable.
EXPLANATION OF PERFORMANCE
MEASURES CHOSEN
Performance measures for the annual bonus
are selected annually to align with the short-
term financial priorities and prevailing strategic
imperatives of the Group, and the interests of
shareholders and other stakeholders.
Financial measures will normally be used for a
substantial element of the bonus for the CEO and
CFO with any remainder based on key strategic
and/or personal objectives designed to ensure that
Executive Directors are incentivised to deliver across
a range of objectives. The CRO’s bonus objectives
will be largely based on objectives relating to the
function being performed. ‘Target’ performance is
typically set in line with the business plan for the
year, with threshold to stretch targets set around
this based on a sliding scale which takes account of
relevant commercial factors. Only modest rewards
are available for delivering threshold performance
levels, with rewards at stretch requiring material
outperformance of the business plan.
Performance measures for the LTIP are selected
in order to provide a robust and transparent basis
on which to measure the Group’s performance, to
demonstrably link remuneration outcomes to delivery
of the business strategy over the longer term,
and to provide strong alignment between senior
management and shareholders. In achievement of
these aims. Measures may include profit, revenue,
return on capital, total shareholder return and ESG-
related objectives. The Policy enables the Committee
to alter the LTIP measures and weightings for each
award cycle to ensure they can continue to facilitate
an appropriate measurement of performance over
the life of the policy, taking account of any evolution
in the Group’s strategic ambitions.
When setting performance targets for the bonus and
LTIP, the Committee will take into account a number
of different reference points, which may include
the Group’s business plans and strategy, external
forecasts and the wider economic environment.
LEGACY ARRANGEMENTS
For the avoidance of doubt, the Committee may
approve payments to satisfy commitments agreed
prior to the approval of this Directors’ Remuneration
Policy, including any inflight growth share awards and
incentives relating to gifts from the Founder which
were made in February 2025. The Committee may
also approve payments outside this Remuneration
Policy in order to satisfy legacy arrangements made
to an employee prior to (and not in contemplation of)
promotion to the Board.
CORPORATE GOVERNANCE DIRECTORS’ REMUNERATION POLICY
123
122
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Directors’ Remuneration Policy
Continued
RECOVERY AND WITHHOLDING PROVISIONS
Awards under the annual bonus scheme (cash
and deferred) and the LTIP are subject to recovery
and withholding provisions which permit the
Remuneration Committee, at its discretion, to
reduce the size of any future award or share
award granted to the Director, to reduce the size
of any granted but unvested share award held
by the Director, impose additional conditions on
an unvested award, or to require the Director to
transfer shares or make a cash payment to the
Company.
The circumstances in which the Company may
apply the recovery or withholding provisions
include:
−
serious reputational damage to the Group’s
business;
−
the participant’s gross negligence, fraud,
dishonesty or other misconduct that has
caused or contributed to the Company or any
other member of the Group having to restate
all or a portion of its financial statements to a
material degree;
−
the participant’s gross negligence, fraud,
dishonesty or other misconduct or an act or
omission which would entitle the Committee
or another member of the Group to terminate
the participant’s employment summarily;
−
a material error in calculating the number
of shares or the amount of cash paid to the
participant;
−
reasonable evidence of fraud or material
dishonesty by the participant;
−
the participant has materially failed to
meet appropriate standards of fitness and
propriety and as a consequence the Group’s
business and/or the business unit in which
the participant is engaged has incurred a
significant loss of reputation;
−
the participant is in breach of a fiduciary duty
owed to any member of the Group;
−
the Group has become aware of any material
wrongdoing on the participant’s part;
−
results announced for any financial year
before vesting of an award have subsequently
appeared materially financially inaccurate or
misleading;
−
an exceptional event or events occurs that has
had or may have a material effect on the value
or reputation of any member of the Group
(excluding an exceptional event or events
which have a material adverse effect on global
macroeconomic conditions);
−
the Company or entities representing a
material proportion of the Group becomes
insolvent or otherwise suffers a corporate
failure so that ordinary shares in the Company
cease to have material value; or
−
such other exceptional circumstances which,
in the Company’s absolute discretion, justify
recovery or withholding being applied.
In respect of cash award payments under
the annual bonus scheme, the recovery and
withholding provisions apply for one year from the
date of payment of the award (or, if later, the date
of publication of the Company’s financial results for
the year following the relevant year over which the
award was earned).
In respect of share awards under the LTIP (including
any deferred share awards), the recovery and
withholding provisions apply for a period of two
years from vesting. The Committee may delay
vesting of a share award to enable an investigation
of the potential application of the recovery and
withholding provisions.
FLEXIBILITY, DISCRETION AND JUDGEMENT
The Committee operates the annual bonus and
LTIP according to the rules of each respective plan
which, consistent with market practice, include
discretion in a number of respects in relation to the
operation of each plan. Discretions include:
−
who participates in the plan, the quantum of
an award and/or payment and the timing of
awards and/or payments;
−
determining the extent of vesting;
−
treatment of awards and/or payments on a
change of control or restructuring of the Group;
−
whether an Executive Director is a good/bad
leaver for incentive plan purposes and whether
the proportion of awards that vest do so at the
time of leaving or at the normal vesting date(s);
−
how and whether an award may be adjusted
in certain circumstances (e.g. for a rights
issue, a corporate restructuring or for special
dividends);
−
what the weighting, measures and targets
should be for the annual bonus plan and LTIP
awards from year to year;
−
the Committee also retains the ability, within
the Directors’ remuneration policy, if events
occur that cause it to determine that the
conditions set in relation to an annual bonus
plan or a granted LTIP award are no longer
appropriate or unable to fulfil their original
intended purpose, to adjust targets and/
or set different measures or weightings for
the applicable annual bonus plan and LTIP
awards. Any such changes would be explained
in the subsequent Directors’ remuneration
report and, if appropriate, be the subject
of consultation with the Company’s major
shareholders; and
−
the ability to override formulaic outcomes in
line with the Directors’ remuneration policy.
All assessments of performance are ultimately
subject to the Committee’s judgement. Any
discretion exercised, and the rationale, will be
disclosed in the annual remuneration report.
ILLUSTRATIONS OF APPLICATION OF THE
DIRECTORS’ REMUNERATION POLICY
The charts overleaf set out for the CEO, CFO
and CRO an illustration of the application of the
Directors’ remuneration policy set out above. The
chart shows the split of remuneration between
fixed pay and annual bonus and LTIP on the
basis of minimum remuneration, remuneration
receivable for performance in line with the Group’s
expectations, maximum remuneration (not allowing
for any share price appreciation) and maximum
remuneration.
In illustrating the potential reward, the following
assumptions have been made:
CORPORATE GOVERNANCE DIRECTORS’ REMUNERATION POLICY
125
124
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Directors’ Remuneration Policy
Continued
FIXED PAY
BONUS
LTIP
Minimum
performance
Fixed elements of remuneration
only – base salary (being the salary,
estimated value of benefits payable
for 2025 and pension contributions
of 5% of the first £75,000 of salary
(for the CFO and CRO only))
No annual bonus
No LTIP vesting
Target performance
50% of maximum bonus
25% of LTIP vesting
Maximum
performance
CEO 150% of salary
CFO 125% of salary
CRO 50% of salary
CEO 200% of salary
CFO 175% of salary
CRO 100% of salary
Maximum
performance plus
50% share price
growth
As per Maximum plus a 50%
share price increase over the
three-year vesting period
1 LTIP is measured at face value, i.e. no assumption for dividends or share price growth (other than in the Maximum plus share price
growth scenario).
2 Annual bonus includes amounts deferred into shares.
Recruitment remuneration
The Policy aims to facilitate the appointment of
individuals of sufficient calibre to lead the business,
to execute the Group’s strategy effectively and to
promote the long-term success of the Group for
the benefit of shareholders and other stakeholders.
When appointing a new Executive Director, the
Committee seeks to ensure that arrangements are
in the best interests of the Group and not to pay
more than is appropriate.
The Committee will take into consideration a
number of relevant factors, which may include
the calibre and experience of the individual, the
candidate’s existing remuneration package, and the
specific circumstances of the individual, including
the jurisdiction from which the candidate was
recruited.
When hiring a new Executive Director, the
Committee will typically align the remuneration
package with the above policy. The Committee may
include other elements of pay which it considers
are appropriate; however, this discretion is capped
and is subject to the principles and the limits
referred to below.
−
New Executive Directors will be offered
a basic salary which is appropriate and
necessary to secure the candidate, taking
into consideration a number of factors,
including external market forces, the
expertise, experience and calibre of the
individual and their current level of pay.
Where the Committee has set the salary
of a new appointment at a discount to the
market level initially until established in the
role, they may receive an uplift or a series of
planned increases to bring the salary to the
appropriate market position over time.
−
For external and internal appointments, the
Committee may agree that the Company will
meet appropriate relocation and/or incidental
expenses as appropriate (for up to two years
from recruitment).
−
Annual bonus awards, LTIP awards and pension
contributions would not be in excess of the
levels stated in the policy table above.
−
Depending on the timing of the appointment,
the Committee may deem it appropriate to set
different annual bonus performance conditions
for the first performance year of appointment.
An LTIP award can be made following an
appointment (assuming the Company is not in
a closed period).
−
Where a position is filled internally, any ongoing
remuneration obligations or outstanding
variable pay elements shall be allowed to
continue according to the original terms,
adjusted as relevant to take into account the
appointment.
−
In addition, the Committee may offer additional
cash and/or share-based buyout awards when
it considers these to be in the best interests
of the Company (and therefore shareholders)
to take account of remuneration given up at
the individual’s former employer. Such awards
would represent a reasonable estimate of the
value foregone and would reflect, as far as
possible, the delivery mechanism, time horizons
and whether performance requirements
are attached to the remuneration elements
considered in formulating the buyout.
Shareholders will be informed of any such
payments at the time of appointment and/or in
the next published annual report. However, for
the avoidance of doubt, the value of buy-out
awards is not capped.
−
For the appointment of a new Chair of the
Board or Non-Executive Director, the fee
arrangements would be set in accordance with
the approved Directors’ remuneration policy.
CORPORATE GOVERNANCE DIRECTORS’ REMUNERATION POLICY
£3,750
£3,500
£3,250
£3,000
£2,750
£2,500
£2,250
£2,000
£1,750
£1,500
£1,250
£1,000
£750
£500
£250
£0
Share price growth
Long-term incentive1
Annual bonus2
Fixed pay
100%
£651
22%
£1,464
£2,926
100%
£370
21%
£758
44%
£1,465
18%
£1,784
100%
£311
16%
£464
40%
£770
17%
£923
44%
33%
22%
33%
44%
18%
27%
36%
18%
30%
31%
36%
26%
21%
26%
49%
16%
67%
20%
40%
17%
33%
34%
Minimum
On-target
Maximum
Max with
growth
CEO
Minimum
On-target
Maximum
Max with
growth
CFO
Minimum
On-target
Maximum
Max with
growth
CRO
£3,576
£’000
127
126
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
SERVICE CONTRACTS AND LETTERS OF APPOINTMENT
The Company’s policy is that Executive Directors should normally be employed under rolling service contracts
with notice periods of either 12 months (from each party) or 6 months (from each party).
NAME
Position
Date of service
agreement
Notice period
by Company
(months)
Notice period by
Director (months)
Clive Kahn
CEO
9 September 2024
12 months
12 months
Tim Powell
CFO
1 December 2022
12 Months
12 Months
Tim Butters
CRO
24 June 2019
12 Months
12 Months
All Non-Executive Directors have letters of appointment for an initial term of three years which may be terminated
earlier by the giving of three months’ notice by either party. Chair of the Board and Non-Executive Director
appointments are subject to Board approval and re-election by shareholders at each annual general meeting.
NAME
Date of
appointment
Commencement date
of current term
Unexpired term as at
19 March 2025
Dame Jayne-Anne Gadhia
1 May 2024
1 May 2024
2 years
Vijay Thakrar
(Chair of the Remuneration
Committee)
9 May 2021
1 May 2024
2 years
Nicole Coll
17 March 2025
17 March 2025
3 years
Copies of Executive Directors’ service contracts and Non-Executive Directors’ letters of appointment are available
for inspection at the Company’s registered office during normal hours of business and at the 2025 AGM.
Directors’ Remuneration Policy
Continued
PAYMENTS FOR LOSS OF OFFICE
The principles on which the determination of
payments for loss of office will be approached are set
out below:
−
Payment in lieu of notice - The contracts of
Executive Directors can be terminated with
immediate effect with or without cause by making
a payment in lieu of notice of salary and benefits,
including pension contributions, and private
medical insurance (or a payment equivalent to the
cost of such benefits), but excluding any bonus.
−
Annual bonus - Ordinarily, no annual bonus will
be paid to an Executive Director who has either
left the business or is under notice at the time
of bonus payment. However, for a “good leaver”,
some bonus may be payable at the discretion
of the Committee on an individual basis
dependent on a number of factors, including
the circumstances of the individual’s departure
and their contribution to the business during
the annual bonus period in question. Any annual
bonus award amounts paid will normally be pro-
rated for time in service during the annual bonus
period and will, subject to performance, be paid
at the usual time (although the Committee retains
discretion to pay the annual bonus award earlier
in appropriate circumstances). Any bonus earned
for the year of departure and, if relevant, will be
paid wholly in cash or may be part deferred at the
discretion of the Committee.
On a change of control, annual bonuses will either
continue for the full year or a pro-rata bonus may
be paid out to the time of completion.
−
Deferred bonus awards - The extent to which any
unvested deferred bonus award will vest will be
determined in accordance with the rules of the
LTIP. If an Executive Director leaves Alpha for any
reason (other than misconduct or circumstances
in which their employment could have been
terminated without notice, in which case the any
outstanding awards will lapse), the award will
usually continue until the normal vesting date.
The Committee retains the discretion to release
a good leaver’s deferred bonus awards when the
participant leaves.
On a change of control, deferred bonus awards
will generally vest on the date that control alters,
unless the Committee permits (or requires)
awards to roll over into an equivalent award over
shares in the acquiror.
−
LTIP - The extent to which any unvested award
will vest will be determined in accordance with
the rules of the LTIP. Any outstanding awards will
ordinarily lapse, however in ‘good leaver’ cases
the default treatment is that awards will vest at
the normal vesting date subject to the original
performance condition and time proration and
the holding period will normally continue to apply.
For added flexibility, the LTIP rules allow for the
Committee to decide not to pro-rate (or pro-rate
to a different extent) if it decides it is appropriate
to do so, and to allow vesting to be triggered at
the point of leaving by reference to performance
to that date, rather than waiting until the end
of the performance period if the Committee so
decides.
On a change of control, any vesting of awards
will generally vest subject to assessment of
performance against the performance conditions
and will normally be pro-rated. The committee
may permit the pro-rated be disapplied or may
permit (or require) that LTIP awards are rolled
over into an equivalent award over shares in the
acquiror.
−
Buy-out awards - Where a buy-out award is
made, then the leaver provisions would be
determined at the time of the award.
−
Mitigation - The Remuneration Committee
strongly endorses the principle of mitigating any
loss on early termination and will seek to reduce
the amount payable on termination where
it is possible and appropriate to do so. The
Committee will also take care to ensure that,
while meeting its contractual obligations, poor
performance is not rewarded.
−
Other payments - The Group may pay
outplacement and professional legal fees
incurred by Executives in finalising their
termination arrangements, where considered
appropriate, and may pay any statutory
entitlements or settle compromise claims in
connection with a termination of employment,
where considered in the best interests of the
Company.
Where the Committee retains discretion, it will be
used to provide flexibility in certain situations, taking
into account the particular circumstances of the
Director’s departure and performance.
EXTERNAL APPOINTMENTS
The Company recognises that its Executive
Directors may be invited to become non-executive
directors of other companies and that such external
appointments can broaden their experience and
knowledge to the potential benefit of Alpha. Subject
to approval by the Board, Executive Directors are
allowed to accept non-executive appointments,
provided that these appointments are not likely
to lead to conflicts of interest. The Committee will
consider its approach to the treatment of any fees
received by Executive Directors in respect of external
non-executive roles as they arise.
CORPORATE GOVERNANCE DIRECTORS’ REMUNERATION POLICY
129
128
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Directors’ Remuneration Policy
Continued
CONSIDERATION OF SHAREHOLDERS’ VIEWS
The Committee consulted with key shareholders on
this Policy prior to finalisation and the Committee
retains ongoing dialogue with shareholders,
welcoming feedback on Directors’ remuneration. The
Committee will seek to engage appropriately with
major shareholders and their representative bodies
on changes to the Policy. The Committee will also
consider shareholder feedback received in relation
to the remuneration-related resolutions each year
following the AGM. This, plus any additional feedback
received from time to time (including any updates to
shareholders’ remuneration guidelines), will then be
considered as part of the Committee’s annual review
of remuneration policy and its implementation.
The Committee also actively monitors developments
in the expectations of institutional investors and
considers good practice guidelines from institutional
shareholders and shareholder bodies.
CONSIDERATION OF EMPLOYMENT CONDITIONS
ELSEWHERE IN THE GROUP
The Committee monitors the pay and conditions
of the wider workforce, and the design of the
Directors’ remuneration policy is informed by the
policy for employees across the Group. The Chair
of the Committee is appointed as the Company’s
designated Workforce Engagement Director
pursuant to the UK Corporate Governance Code,
and the Committee receives periodic updates on
remuneration arrangements, work culture and
employment conditions across the Group. It is
proposed to engage going forward with employees
on how executive remuneration aligns with wider
company pay policy. The Board receives feedback
on employee engagement, such as remuneration
and job satisfaction, through broad-based internal
surveys that are run annually through a dedicated
third-party analytics and benchmarking tool.
DIFFERENCES IN PAY POLICY FOR EXECUTIVE
DIRECTORS IN COMPARISON TO EMPLOYEES
MORE GENERALLY
The overall approach to reward for employees across
the workforce is a key reference point when setting
the remuneration of the Executive Directors. As for
the Executive Directors, general practice across the
Group is to recruit employees at competitive market
levels of remuneration, incentives and benefits to
attract and retain employees, accounting for national
and regional talent pools. When reviewing the
salaries of the Executive Directors, the Committee
pays close attention to pay and employment
conditions across the wider workforce, and in normal
circumstances any increases in salaries for Executive
Directors will be no higher than the average increase
for the general workforce. As is the case for our
current CEO, CRO and CFO, the pension contributions
for future Executive Directors will be aligned to those
for employees in the locations where the individuals
are based.
A culture of share ownership exists across the
Group and over 150 employees being shareholders
or holding interests share schemes at 31 December
2024.
The key difference between the remuneration of
Executive Directors and that of our other employees
is that, overall, at executive and senior management
levels, remuneration is increasingly long term, and ‘at
risk’ with an emphasis on performance-related pay
linked to business performance and share-based
remuneration. This ensures that remuneration at
senior levels will increase or decrease in line with
long term business performance and provides
alignment between the interests of Executive
Directors and shareholders. Senior executives have a
greater percentage of their total remuneration based
on long term business performance than more junior
staff to align with shareholder experience.
This section of the report has been prepared in accordance with Part 3 of The Large and Medium-sized Companies
and Groups (Accounts and Reports) Regulations 2008 (as amended) and Rule 9.8.6 of the Listing Rules.
The Annual Statement and Annual Report on Remuneration will be put to a single advisory shareholder vote at
the AGM on 15 May 2025.
This part of the report comprises five sections:
A) Remuneration for 2024
B) Directors’ share ownership and share interests
C) Pay comparison
D) Remuneration Committee membership, governance and voting
E) Implementation of Remuneration Policy in 2025
REMUNERATION FOR 2024
SINGLE TOTAL FIGURE OF DIRECTORS’ REMUNERATION
The total remuneration of the Directors for the year ended 31 December 2024 and the prior year is shown in the
table below:
Director
Salary/
fees
£’000
Benefits1
£’000
Pension2
£’000
Fixed pay
Sub-total
£’000
Annual
bonus3
£’000
Growth
share
awards
vesting4
£’000
Other
Variable
pay
Sub-total
£’000
Total
£’000
EXECUTIVE DIRECTORS
Morgan Tillbrook
2024
500
5
4
509
620
–
–
620
1,129
2023
500
6
4
510
0
–
–
0
510
Tim Powell
2024
325
1
4
330
515
–
–
515
845
2023
225
1
4
230
0
–
–
0
230
Tim Butters
2024
300
1
4
305
50
–
–
50
355
2023
250
1
4
255
0
403
–
403
658
NON-EXECUTIVE DIRECTORS
Clive Kahn6
2024
153
–
–
153
–
–
–
–
153
2023
53
–
–
53
–
–
–
–
53
Vijay Thakrar
2024
53
–
–
53
–
–
–
–
53
2023
53
–
–
53
–
–
–
–
53
Jayne-Anne Gadhia5
2024
79
–
2
81
–
–
–
–
81
2023
–
–
–
–
–
–
–
–
–
Lisa Gordon7
2024
18
–
–
18
–
–
–
–
18
2023
53
1
–
54
–
–
–
–
54
Notes:
1 Benefits paid to Clive Kahn, Tim Powell and Tim Butters comprised the provision of private medical insurance.
2 Executive Directors received a contribution to a defined contribution pension scheme.
3 Further information in relation to the bonuses payable is given on page 132. 2024 bonuses are payable in cash.
4 The values of the Growth share scheme are the vesting values of the share awards vesting in the year or where all performance criteria have
been achieved to vest in the year. In March 2023, Tim Butters received share awards with a value of £402,921 in respect of the year-ended
31 December 2022.
5 Jayne-Anne Gadhia joined the Board as Chair Designate on 1 May 2024 and stepped up to Chair on 1 November 2024.
6 Clive Kahn stepped down from being the independent Chair of the Board on the 1 November 2024 before taking up the role of CEO on
1 January 2025. His salary reflects 10 months at £53,000 and two months at £650,000.
7 Lisa Gordon stepped down from the Board on 1 May 2024.
Annual Report on Remuneration
CORPORATE GOVERNANCE ANNUAL REPORT ON REMUNERATION
131
130
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Annual Report on Remuneration
Continued
ANNUAL BONUS FOR THE YEAR ENDED 31 DECEMBER 2024
Participants in the 2024 annual bonus scheme included our former CEO (Morgan Tillbrook), CFO (Tim Powell) and
our CRO (Tim Butters) with maximum opportunities of 150%, 171% and 16.7% of salary respectively.
The bonus award for the year was based on the achievement against a sliding scale of underlying PBT targets for
the former CEO and CFO and, for the CFO and CRO only, objectives related to a successful move from AIM to the
Main Market.
For 2024 only, in recognition of the work entailed with a move from AIM to the Main Market, the Committee agreed
that an additional bonus of up to £150k for Tim Powell and £50k for Tim Butters would be payable based on (i)
achievement of personal objectives relating to a successful move from AIM to the Main Market, and (ii) achieving
the move to the Main Market during 2024.
Underlying PBT performance (CEO and CFO)
The bonus targets for 2024 were constructed so that nothing was payable for below Target or Maximum
performance. Instead, the bonus would begin to accrue at Maximum performance and increase on a straight-line
basis until Stretch or higher was achieved. For the CEO and CFO, 100% of salary was payable for achieving
a maximum.
Maximum £m
(100% of salary payout)
Stretch £m
125% / 150% of salary
payout
Actual PBT
£m
Bonus earned
%
Underlying PBT
£45.0
£49.5
£47.4
CEO: 124% of salary
CFO: 112% of salary
The Group delivered underlying PBT of £47.4m which was approximately half-way between Maximum and Stretch
targets. Accordingly, a bonus of 124% of salary became payable to the CEO and 112% of salary to the CFO.
Non-financial performance (CFO and CRO)
As set out above, the bonus for 2024 also included an amount payable, for the CFO and CRO only, based on
individual objectives related to the successful and timely completion of a Main Market listing including the
publication of the prospectus and all of the associated workstreams (Working Capital, regulatory, financial and
legal due diligence, Key Risks and Uncertainties, advisor appointment, and the Financial Position and Prospects
Procedures). This was achieved and a bonus of 46% of salary and 16.7% of salary became payable to the CFO and
CRO respectively.
The total bonuses for the three Executive Directors are as follows:
−
CEO - £620,000 (124% of salary or 82.7% of maximum)
−
CFO - £515,000 (158% of salary or 92.6% of maximum)
−
CRO - £50,000 (16.7% of salary or 100% of maximum)
The Remuneration Committee believes these outcomes fairly reflect the performance of the business over the
2024 financial year. Under the terms of the 2024 annual bonus scheme, bonuses will be paid in cash. Under the
proposed Directors’ Remuneration Policy, any bonuses earned in respect of 2025 and thereafter will be delivered
in a combination of cash and deferred share awards where the bonus opportunity is above 100% of base salary.
Further details are set out in the Policy table.
GROWTH SHARES VESTING IN RESPECT OF PERFORMANCE TO 31 DECEMBER 2024
Prior to listing on the Main Market, Alpha operated a number of arrangements under which employees subscribed
for special classes for shares in different subsidiaries of the Company (Growth Shares).
Tim Butters is a participant in the E and F Growth Share Schemes and Tim Powell is a participant in the F Growth
Share Scheme which was established prior to this appointment as a Director. The E Growth Shares and F Growth
Shares contain a put option, such that, when and to the extent vested, they can be converted into ordinary shares
in the Group.
The E Shares vest in four equal tranches, occurring annually, starting on 31 December 2021 until 31 December
2024. Vesting required Group revenue growth of 25% in 2021, 20% in 2022, 20% in 2023 and 20% in 2024; vesting of
tranche 4 is shown in the table below.
The F Shares vest in four equal tranches, occurring annually, in respect of the Financial Years for 2023, 2024, 2025
and 2026. Vesting for each Financial Year requires Group revenue growth of 20% for each Financial Year, vesting of
tranche 2 and the remaining tranches (3&4) are shown in the table below:
Number of growth
shares awarded
Vesting
target
Target
Hit
Number
vested
Vesting
date
TIM BUTTERS
E SHARES:
Tranche 4 – 25
20% revenue Growth
Yes
25
19/03/2025
F SHARES:
Tranche 2 - 3
20% revenue Growth
Yes
3
19/03/2025
Tranche 3 - 3
20% revenue Growth
n/a
n/a
March 26
Tranche 4 - 4
20% revenue Growth
n/a
n/a
March 27
TIM POWELL
F SHARES:
Tranche 2 - 17
20% revenue Growth
Yes
17
19/03/2025
Tranche 3 - 17
20% revenue Growth
n/a
n/a
March 26
Tranche 4 - 18
20% revenue Growth
n/a
n/a
March 27
Following the revenue growth target for the year ended 31 December 2024 being met for the E Growth Shares and
the F Growth Shares, the shares vested. As a result, 17,471 shares in Alpha Group International plc will be issued
to Tim Butters as consideration for his E and F Growth Shares and 8,963 shares will be issued to Tim Powell as
consideration for his F Growth Shares.
The revenue growth target for the year ended 31 December 2023 was not met for the E Growth Shares and the F
Growth shares meaning those shares lapsed. As a result, no shares in Alpha Group International plc were issued
as consideration for the lapsed E and F Growth Shares in March 2024.
CORPORATE GOVERNANCE ANNUAL REPORT ON REMUNERATION
133
132
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Annual Report on Remuneration
Continued
PAYMENTS TO FORMER DIRECTORS AND LOSS OF OFFICE PAYMENTS
Lisa Gordon stepped down from the Board on 1 May 2024. She received her fee until the date of cessation and did
not receive a payment in lieu of notice.
On the 9 September 2024 Morgan Tillbrook announced his intention to step down from CEO and executive director
at the end of 2024. The Nominations Committee and Remuneration Committee agreed that he would be treated
as a good leaver and remain eligible for his 2024 performance bonus. Further it was agreed that his service
agreement would cease from 1 January 2025 and he would not be eligible for any salary or performance bonus
payments from this date.
A. DIRECTORS’ SHARE OWNERSHIP AND SHARE INTERESTS
Share awards granted during 2024
No share awards were granted to Executive Directors during 2024 or 2023.
Following the year end, as set out in the Annual Statement, Morgan Tillbrook gifted shares to directors to
reflect their contribution to Alpha’s successful growth during Morgan’s tenure at Alpha. Morgan gifted shares
to Clive Kahn, Jayne-Anne Gadhia and Vijay Thakrar on 11 February 2025. There are no service requirements or
performance conditions attached to these gifts.
On the same date, Morgan Tillbrook also gifted shares to Tim Powell and Tim Butters. These were in the form of nil
cost options which vest subject to continued service and revenue growth conditions.
The gifts are from Morgan Tillbrook’s personal shareholding and are not dilutive to other shareholders.
Furthermore, there are minimal cash cost to Alpha as the associated Employers’ NIC costs are borne by recipients.
Details of the gifts made to Directors on 11 February 2025 are set out in the table below:
Number of shares
/ awards gifted2
Performance
condition
End of
performance
period
Earliest
exercise
date
Number of
shares held
post tax3
Clive Kahn1
210,202
nil cost options
n/a
n/a
11-Feb-25
210,202
Tim Powell
105,101
nil cost options
Vesting after three years
based on delivering 15%
growth in revenue over
each year of the three-
year performance period
(2025-2027). If the target is
achieved for a particular year,
one third of the award will
vest subject
to continued service.
One third
performance
tested at end of
FY2025, FY2026
and FY2027.
11/02/2028
With further
two-year
holding
period.
n/a
Tim Butters
63,060
nil cost options
Number of shares
/ awards gifted2
Performance
condition
End of
performance
period
Earliest
exercise
date
Number of
shares held
post tax3
Jayne-Anne
Gadhia
21,020
nil cost options
n/a
n/a
11-Feb-25
9,516
Vijay Thakrar
21,020
nil cost options
n/a
n/a
11-Feb-25
9,516
1 Clive Kahn, Jayne-Anne Gadhia, and Vijay Thakrar exercised their awards immediately. Clive Kahn paid the tax on the gift using his
own monies and therefore holds 210,202 shares following the gift. The non-executives sold shares to pay income tax, employees’ NIC
and employer’s NIC and retained the net number of shares.
2 The number of awards were based on values of £5m, £2.5m, £1.5m for the CEO, CFO and CRO and £500,000 each for the two
non-executive directors. The share price used was based on an assumption of a notional £1bn market capitalisation at the grant date
(which is equivalent to a share price of 2,379 pence). The actual share price on the date of grant was 2,540 pence (11 February 2025).
3 The number of shares held post tax excludes any shareholding prior to the date of the gift.
B. BENEFICIAL INTERESTS
The share interests of each Director as at 31 December 2024 (together with interests held by connected persons)
are set out in the table below. To align Executive Directors with the interests of shareholders, the Remuneration
Committee has implemented shareholding guidelines for Executive Directors and key senior colleagues.
Shareholdings for Directors who have held office during the year ended 31 December 2024 are set out in the
table below:
Director
No. of shares
owned outright
(including connected
persons) 1
31 December 2024
No. of shares
owned outright
(including connected
persons)
31 December 2023
Vested but
unexercised
share awards
Unvested
shares
subject to
performance
conditions 2
Shareholding
as a
% of
salary as at
31 December 2024
Shareholding
guidelines
met?
EXECUTIVE DIRECTORS
Morgan Tillbrook
5,958,489
5,934,168
–
–
27,886%
Y
Tim Powell
–
–
–
22,955
0%
N
Tim Butters
34,214
34,229
–
21,281
267%
Y
Clive Kahn
480,000
355,000
–
–
1,728%
Y
NON-EXECUTIVE DIRECTORS
Jayne-Anne Gadhia
–
–
–
–
n/a
n/a
Vijay Thakrar
2,400
2,400
–
–
n/a
n/a
Lisa Gordon 3
n/a
25,665
–
–
n/a
n/a
1.
Includes beneficially owned shares.
2.
These related to interests in the E and F growth shares and are shown as the estimated equivalent number of ordinary shares
based on a share price average from 20 December to 31 December 2024 and share price as at 31 December 2024 for the outer
years.
3
Lisa Gordon stepped down as a director on 1 May 2024
CORPORATE GOVERNANCE ANNUAL REPORT ON REMUNERATION
135
134
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
In the period between 31 December 2024 and 19 March 2025 the Directors’ interests in shares of the Company
have increased reflecting the founder share awards as follows:
Director
No. Shares acquired
between
31/12/24 and 19/03/25
No. of shares owned outright
(including connected persons) 1
19 March 2025
Jayne-Anne Gadhia
9,516
9,516
Vijay Thakrar
9,516
11,916
Clive Kahn
210,202
690,202
Tim Butters
–
34,214
Tim Powell
–
–
1. Includes beneficially owned shares.
C. PAY COMPARISON
Percentage change in Directors’ remuneration versus employee pay.
The table below shows the percentage change in salary, benefits and annual bonus earned between the 2023
financial year and the prior year for the Group Board compared to the average earnings of all of the Group’s
employees. This is a new disclosure for Alpha and will build up over time to show 5 years’ worth of data over time.
Salary / Fees
Benefits
Annual bonus2
Morgan Tillbrook
0%
0%
–
Tim Powell
44%
0%
–
Tim Butters
20%
0%
n/a
Clive Kahn
0%
n/a
n/a
Jayne-Anne Gadhia 1
n/a
n/a
n/a
Vijay Thakrar
0%
n/a
n/a
Workforce average
6%
n/a
33%
1. Jayne-Anne Gadhia joined the Board as Chair Designate on 1 May 2024
2. No Bonus was paid in 2023 to Morgan Tillbrook or Tim Powell
Annual Report on Remuneration
Continued
CEO Pay ratio1
In line with the reporting regulations, set out below is the ratio of CEO pay compared to the pay of UK full-
time equivalent colleagues of the Group for the financial year ended 31 December 2024. This is another new
disclosure for Alpha and we will build up to five year’s worth of data over time. We expect the pay ratio to vary
from year to year, driven largely by variability in incentive outcomes for the CEO, which will significantly outweigh
any other general employee pay changes at Alpha. The CEO single total figure remuneration of £1,129,000 for
Morgan Tillbrook is used in the table below. The Remuneration Committee will monitor the CEO pay ratio over
time to check that it appears reasonable and is consistent with the Company’s wider policies on colleague pay,
reward and progression.
Method
25th percentile
pay ratio
Median pay ratio
75th percentile
pay ratio
2024
Option A
29:1
22:1
12:1
Alpha has calculated the pay ratio using Option A as it is the most accurate approach. The total remuneration
for each employee was calculated in line with the methodology for calculating the CEO’s remuneration.
The Remuneration Committee is satisfied that the resulting figures are reasonable and are appropriately
representative for the purposes of the CEO pay ratio calculations. Set out in the table below is the base salary
and total pay and benefits for each of the percentiles.
25th percentile
Median
75th percentile
Salary
£36,000
£45,600
£70,000
Total pay and benefits
£38,900
£51,300
£92,500
1 The salaries and total pay and benefit are based on the prorated salaries and total pay and benefits for all employees at the
balance sheet date as if they had been employed for the full year.
CORPORATE GOVERNANCE ANNUAL REPORT ON REMUNERATION
137
136
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Total shareholder return performance graph and CEO total pay
The following graph illustrates the total return, in terms of share price growth and dividends on a notional
investment of £100 in new Alpha since its admission to the AIM market in 2017 relative to the FTSE 250 Index
(excluding investment trusts).
This index was chosen by the Committee as Alpha is now a constituent of the FTSE 250 and it provides an
indicator of general UK market performance for companies of a broadly similar size.
The total remuneration figures, including annual bonus and vested PSP awards (shown as a percentage of the
maximum that could have been achieved) for the CEO for each of the last five financial years are shown in the
table below.
Year
CEO
CEO single figure of
total remuneration
£’000
Annual bonus payout
against maximum
opportunity
%
Long Term incentive
vesting rates1
%
2024
Morgan Tillbrook
1,129
83%
n/a
2023
Morgan Tillbrook
510
0%
n/a
2022
Morgan Tillbrook
1,009
50%
n/a
2021
Morgan Tillbrook
694
75%
n/a
2020
Morgan Tillbrook
362
0%
n/a
Year
CEO
CEO single figure of
total remuneration
£’000
Annual bonus payout
against maximum
opportunity
%
Long Term incentive
vesting rates1
%
2019
Morgan Tillbrook
403
71%
n/a
20182
Morgan Tillbrook
314
67%
n/a
20172
Morgan Tillbrook
250
11%
n/a
1 Morgan Tillbrook did not participate in any long-term share plans
2 Percentage shown represents the percentage of salary rather than percentage of max opportunities
Relative importance of the spend on pay
The following table shows the Company’s actual spend on pay for all Group colleagues relative to dividends
Year
2024
2023
% change
Staff costs1
£56.6m
£37.7m
50%
Revenue
£135.6m
£110.4m
23%
Dividends2
£7.1m
£6.4m
11%
1 Note 8 of the Financial Statements
2 Note 11 of the Financial Statements
D. REMUNERATION COMMITTEE MEMBERSHIP, GOVERNANCE AND VOTING
Remuneration Committee membership
The Remuneration Committee in 2024 comprised Vijay Thakrar, who became Chair of the Committee when Lisa
Gordon, the previous Committee Chair, stepped down from the Board on 1 May 2024. Jayne-Anne Gadhia became
a member of the Committee upon joining the Board on the same date. Clive Kahn was a member of the Committee
during the year until 1 November 2024 when he became an Executive Director, and did not participate in any
discussions concerning his move to the role of CEO.
Selected members of management (including the CEO and the CFO) are invited to attend meetings where
appropriate. The Company Secretary is the secretary to the Remuneration Committee. Attendees are not involved in
any decisions and are not present for any discussions regarding their own remuneration.
Independent advisers
The Remuneration Committee takes account of information from both internal and independent sources. Following
the move to the Main Market, FIT Remuneration Consultants LLP (“FIT”) were appointed to act as the Remuneration
Committee’s independent adviser. FIT advised the Remuneration Committee on all aspects of Senior Executive
remuneration, including changes to remuneration as a result of the move to the Main Market, advice on remuneration
trends, corporate governance and shareholder views.
Annual Report on Remuneration
Continued
Source: Datastream (a LSEG product)
Total Shareholder Return, rebased to 100
at IPO price of 196 pence
£0m
600
200
800
400
1000
1200
1400
31 Dec 17
31 Dec 23
31 Dec 22
31 Dec 21
31 Dec 20
31 Dec 19
31 Dec 18
6 Apr 17
Alpha Group International
FTSE 250 (excluding Investment Trusts)
31 Dec 24
CORPORATE GOVERNANCE ANNUAL REPORT ON REMUNERATION
139
138
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
FIT is a founder member of the Remuneration Consultants’ Group and complies with its Code of Conduct,
which sets out guidelines to ensure that its advice is independent and free of undue influence. The
Remuneration Committee reviews the performance and independence of its advisers on an annual basis.
The Remuneration Committee was satisfied that FIT’s advice was independent and objective. Alpha incurred
fees of £59,000 excluding VAT during 2024 relating to Remuneration Committee advice. FIT billed on a time and
materials basis and did not provide any other services to Alpha during 2024.
Shareholder voting
Alpha submitted the Directors’ Remuneration report for a shareholder vote at the AGM held on 1 May 2024.
The vote was advisory and received the following support.
Directors’ Remuneration report (2023)
Year
Total number
of votes
% of votes
cast
For
32,529,264
91.88%
Against
2,874,838
8.12%
Total votes cast (for and against)
35,404,102
100%
Votes withheld
90,000
–
E. IMPLEMENTATION OF POLICY IN 2025
Base salaries
The Committee took the view that the Main Market listing was the appropriate juncture at which to review
salaries so that they appropriately reflect the performance of the executives and their experience, the current
size of the business and the increase in its scale and complexity.
The CEO’s base salary has been set at £650,000 for 2025.
As set out in the Annual Statement, the CFO’s base salary has been increased to £365,000 from 1 January
2025 and it is intended that this will increase to £400,000 from 1 January 2026 subject to continued strong
performance.
The CRO’s base salary will be £306,000 and this has increased by the general workforce increase of 2%.
Non-executive director’ fees
Jayne-Anne Gadhia’s fee in her role as Chair of the Board has been set at £250,000
The fees payable to non-executive directors for 2025 are:
−
£65,000 base fee
−
£10,000 additional fees for being the chair of the Audit Committee or Remuneration Committee or
holding the position of SID
Annual Report on Remuneration
Continued
Annual bonus
For 2025, the maximum bonus opportunities will be 150% of salary, 125% and 50% of salary for the CEO, CFO
and CRO respectively.
The CEO’s and CFO’s bonus will be subject to stretching performance conditions based 40% on underlying PBT,
40% on revenue and 20% on corporate and strategic objectives. The CRO’s bonus will be based on objectives
solely related to his role and is not based on revenue or profit targets.
The performance targets contain confidential information and so are not disclosed on a prospective basis. The
Committee proposes to disclose the targets, and performance against them, in next year’s report.
For those executive directors with bonus opportunities of 100% of salary or higher, one third of any bonus
earned will be deferred in shares over 1, 2 and 3 years.
LTIP awards
For 2025, it is anticipated that the CEO will receive an award with a face value of 200% of base salary, the CFO
will receive an award of 175% of salary and the CRO will receive an award of 100% of salary.
The awards will vest subject to the satisfaction of stretching performance conditions assessed over the three
year period ending 31 December 2027. These measures and weightings will be underlying EPS (50%) and relative
TSR (50%). The TSR measure will compare Alpha’s TSR against the constituents of the FTSE 250 excluding
investment trusts over the three-year performance period commencing on 1 January 2025. At a median ranking
of 25% this part of the award will vest with full vesting for upper quartile ranking or better.
The underlying EPS targets relate to the 2027 financial year. No part of this award will vest if 2027 underlying
EPS is less than 120 pence, 25% will vest for underlying EPS of 120p and will increase on a straight-line basis to
full vesting for 150 pence or higher. The 120p to 150p range is equivalent to compound annual growth of 12% p.a.
to 20% p.a. over the period 2024-2027.
Prior to the approval of the Remuneration policy and the 2025 awards certain Founder awards were made in
February 2025, the details of these including performance criteria and amounts are set out earlier in the report.
We are grateful for the feedback provided by shareholders and proxy advisors during the consultation on
remuneration matters. I hope that shareholders will support the resolutions on remuneration matters and
would be pleased to engage further as appropriate.
Vijay Thakrar
Chair, Remuneration Committee
18 March 2025
CORPORATE GOVERNANCE ANNUAL REPORT ON REMUNERATION
141
140
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
The Directors present their Annual Report and the audited
financial statements for the year ended 31 December 2024.
The corporate governance report on page 82 also forms part of this Directors’ Report.
Additional information, which is incorporated by reference into this Directors’ Report, including information
required in accordance with the Companies Act 2006 and UKLR6.6.1 of the Financial Conduct Authority’s UK
Listing Rules (UKLR), can be located as follows:
DISCLOSURE
LOCATION
Future business developments
Strategy | pg 33
Greenhouse gas emissions
Environment | pg 61
People, culture and employee engagement
Our People | pg 52
Engaging with our stakeholders | pg 68
Financial risk management objectives and policies
(including hedging policy and use of financial instruments)
Notes 17 and 18 of the Financial Statements | pgs 197-204
Exposure to price risk, credit risk, liquidity risk and cash flow risk
Principal Risks | pg 40
Details of long-term incentive schemes
Remuneration Committee Report | pg 111, 120, 129
Directors’ responsibilities statements
pg 147
Directors’ interests
Annual Report on Remuneration | pgs 134-136
S172 Statement
Engaging with our stakeholders | pg 68
Stakeholder engagement in key decisions
Board Decisions | pg 75
Directors’ Report
ARTICLES OF ASSOCIATION
The rules governing the appointment and
replacement of Directors are set out in the
Company’s Articles of Association. The Articles of
Association may be amended by a special resolution
of the Company’s shareholders. A copy of the Articles
of Association can be found on the Company’s
website: www.alphagroup.com/investors/
RESULTS AND DIVIDEND
The results for the year are set out in the
consolidated income statement on page 162.
The Directors recommend the payment of a final
dividend of 14.0 pence per share on 23 May 2025
(with a record date of 25 April 2025) subject to
approval at the AGM on 15 May 2025.
SHARE CAPITAL
Details of the Company’s share capital, including
changes during the year, are set out in note 21 to the
Financial Statements. As at 31 December 2024, the
Company’s share capital consisted of 43,031,668
Ordinary shares of 0.2 pence each, of which 290,145
shares were held in treasury. This disclosure should
be considered in conjunction with the narrative
concerning distributable reserves below.
Ordinary shareholders are entitled to receive
notice of, and to attend and speak at, any general
meeting of the Company. On a show of hands, every
shareholder present in person or by proxy (or being
a corporation represented by a duly authorised
representative) shall have one vote, and on a poll,
every shareholder who is present in person or by
proxy shall have one vote for every share of which
he or she is the holder. The Notice of Annual General
Meeting specifies deadlines for exercising voting
rights and appointing a proxy or proxies.
Other than the general provisions of the Articles of
Association (and prevailing legislation), there are no
specific restrictions on the size of a holding or on the
transfer of the Ordinary shares.
The Directors are not aware of any agreements between
holders of the Company’s shares that may result in the
restriction of the transfer of securities or of voting rights.
No shareholder holds securities carrying any special
rights or control over the Company’s share capital.
Shares held by the Company’s Employee Benefit Trust
rank pari passu with the shares in issue and have no
special rights, but voting rights and rights of acceptance
of any offer relating to the shares rest with the plan’s
Trustees and are not exercisable by employees.
AUTHORITY FOR THE COMPANY TO PURCHASE ITS
OWN SHARES
Subject to authorisation by shareholder resolution, the
Company may purchase its own shares in accordance
with the Companies Act 2006. Any shares which have
been bought back may be held as treasury shares or
cancelled immediately upon completion of the purchase.
At the Company’s AGM held on 1 May 2024, the Company
was generally and unconditionally authorised by its
shareholders to make market purchases (within the
meaning of section 693 of the Companies Act 2006) of
up to a maximum of 4,315,401 of its Ordinary shares. As
at the date of this report, the Company has repurchased
a total of 989,701 of its Ordinary shares under this
authority, which is due to expire at the AGM to be held on
15 May 2025, and accordingly has an unexpired authority
to purchase up to 3,325,700 Ordinary shares with a
nominal value of £6,651.40.
SHARE BUYBACK PROGRAMME
On 29 January 2024, the company announced its
intention to commence a £20m share buyback
programme, which was subsequently launched on 30
January 2024 and completed on 27 June 2024. On 28
June 2024 the Company announced the commencement
of a new £20m share buyback programme. As at 31
December 2024, the Company had repurchased a total
of 1,444,717 shares (with a nominal value of £2,889,
and representing approximately 3% of called-up share
capital) under these buyback programmes at a total cost
of approximately £30.0m. The shares bought back are
held in treasury.
PRINCIPAL ACTIVITY
Alpha Group International plc (the “Company”) is a
public limited company incorporated and domiciled
in England and Wales. The registered office of the
Company is Brunel Building, 2 Canalside Walk, London
W2 1DG. The registered company number is 07262416.
The Company’s principal activity is the development
of financial strategies and technologies for global
corporates and organisations operating in the private
markets covering: FX and interest risk management,
mass payments and account opening requirements.
DIRECTORS
The Directors of the Company who held office during
the year were as follows:
−
Clive Kahn (served as Chair until 1 November 2024
and as an Executive Director from that date)
−
Morgan Tillbrook
−
Tim Powell
−
Tim Butters
−
Dame Jayne-Anne Gadhia (appointed 1 May 2024)
−
Vijay Thakrar
−
Lisa Gordon (stepped down 1 May 2024)
CORPORATE GOVERNANCE DIRECTORS’ REPORT
143
142
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
DISTRIBUTABLE RESERVES
Prior to paying any dividend or purchasing its own
ordinary shares, the Company is required to ensure that
at all times it has the requisite level of distributable
profits and, in the case of any dividend payments, the
requisite level of net assets by reference in each case
to relevant accounts (as defined in the Companies Act
2006 (‘the Act’)).
From time to time, dividends are paid to the Company
from its subsidiary undertakings to ensure sufficient
reserves are available for payment of dividends to
shareholders. Following a review of the position ahead
of publication of the Group’s results it became apparent
that despite there being ample distributable reserves
available in the Group, insufficient amounts had been
transferred to the Company to support the entirety
of the 2024 share buyback programme and the 2024
interim dividend payment. Regrettably £21.1m of the total
distribution (comprising £19.3m of share buybacks and
£1.8m related to the 2024 interim dividend payment)
was made otherwise than in accordance with the
Act. On further investigation the Company has also
identified further issues in historic periods totalling
£0.7m, concerning the interim dividends declared in 2017
(£387k) and 2021 (£359k), which were also paid out in the
absence of sufficient distributable profits. In addition,
during the period from 1 January 2025 to 12 March
2025, the Group similarly repurchased £3.5m of shares
otherwise than in accordance with the Act.
The Directors took immediate action to remedy these
technical oversights by paying a dividend of £50.0m to
the Company from its subsidiary Alpha FX Limited in
February 2025, and therefore as at 28 February 2025,
the Company held distributable reserves in excess of
the amount required in respect of both the historic
payments noted above and the known future committed
capital returns in FY25, including the dividend to be
proposed at the forthcoming AGM and the remaining
£6m from the current buyback programme.
As regards the £19.3m of unlawful share buybacks in
2024, in the absence of sufficient distributable reserves
these purchases of some 919,945 shares (but not the
entire programme) are considered to be void. A further
143,611 of purchases in 2025 are similarly considered
void.
The Company has been advised that as a consequence
of the historic distributions having been made
otherwise than in accordance with the Act, it may have
claims against past and present shareholders who
were recipients of the dividends and against persons
who were Directors of the Company at the time the
dividends were paid or treasury share purchases
entered into.
Therefore resolutions will be proposed to shareholders
at the earliest opportunity (i) confirming that profits
will be set aside to cover the amount of the dividends
that were paid from non-distributable items; and (ii)
authorising the Directors to enter into deeds of release
releasing all claims the Company has against (a) past
and present shareholders of the Company who were
in receipt of any of the dividends and (b) Directors of
the company at the time the dividends were paid or
the time of entry into each of the purchases of treasury
shares.
As set out further in the Board Report and the Audit
Committee Report within the Corporate Governance
Report, the Directors and Audit Committee have
reviewed and augmented the processes already in
place to control the payment of dividends to provide
additional assurance on the sufficiency of distributable
reserves prior to a dividend payment being made.
POLITICAL DONATIONS
The Group has not made any political donations in the
past, nor does it intend to make them in the future.
DIRECTORS’ INTERESTS
The number of Ordinary shares of the Company in
which the Directors were beneficially interested as at
31 December 2024 are set out in the Annual Report on
Remuneration on page 135.
DIRECTORS’ INDEMNITIES
The Company’s Articles of Association provide,
subject to the provisions of UK legislation, an
indemnity for Directors and officers of the Company
and the Group in respect of liabilities they may incur
in the discharge of their duties or in the exercise of
their powers.
DIRECTORS’ AND OFFICERS’ LIABILITY
INSURANCE
Directors’ and officers’ liability insurance cover
is maintained by the Company and is in place in
respect of all the Company’s Directors at the date of
this report. The Company reviews its level of cover on
an annual basis.
COMPENSATION FOR LOSS OF OFFICE
The Company does not have any agreements with any
Executive Director or employee that would provide
compensation for loss of office or employment
resulting from a takeover, except that provisions of the
Company bonus, LTIP and share schemes may cause
options and awards outstanding under such schemes
to vest on a takeover. Further information is provided
in our Directors’ Remuneration Policy on page 128.
SIGNIFICANT INTERESTS
The table below shows the interests in shares
(whether directly or indirectly held) notified to the
Company in accordance with the Disclosure Guidance
and Transparency Rules as at 31 December 2024 and
18 March 2025 (being the latest practicable date prior
to publication of the Annual Report):
At 31 December 2024
At 18 March 2025
Name of Shareholder
Number of Ordinary
shares of 1 pence
each held
Percentage of
total voting
rights held
Number of Ordinary
shares of 1 pence
each held
Percentage of
total voting
rights held
Morgan Tillbrook
5,958,489
14.15%
5,706,247
13.61%
Liontrust Asset Management
4,151,867
9.86%
4,151,867
9.90%
Fidelity International
2,674,190
6.35%
2,674,190
6.38%
BlackRock
2,486,881
5.91%
2,486,881
5.93%
JP Morgan Asset Management
1,901,659
4.52%
2,107,658
5.03%
The Aberdeen Group
2,094,214
4.97%
2,094,214
4.99%
Canaccord Genuity Wealth Mgt
1,568,500
3.72%
1,568,500
3.74%
Swedbank Robur
1,372,000
3.26%
1,249,000
2.98%
Clive Kahn (CEO of Alpha)
480,000
1.14%
690,202
1.14%
The above table should be read in conjunction with the disclosure in the Chief Financial Officer’s review on page 22 concerning certain
purchases of own shares in the period.
Directors’ Report
Continued
EMPLOYEE INVOLVEMENT AND POLICY
REGARDING DISABLED PERSONS
The Group actively encourages employee
involvement and consultation and places emphasis
on keeping its employees informed of the Group’s
activities and financial performance. Further
information about employees, including how they
are incentivised, can be found in the Sustainability
section on pages 52 to 57.
CORPORATE GOVERNANCE DIRECTORS’ REPORT
145
144
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Applications for employment by disabled persons
are always fully considered, bearing in mind the
aptitudes of the applicant concerned. In the event
of a member of staff becoming disabled, every
effort is made to ensure that their employment with
the Group continues and that appropriate training
is arranged. It is the policy of the Group that the
training, career development and promotion of a
disabled member of staff should, as far as possible,
be identical to that of other employees.
RESEARCH & 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 12 of the accounts.
All other development expenditure is recognised in
the Statement of Comprehensive Income.
BRANCHES OUTSIDE THE UK
The Group has a number of branches outside of
the United Kingdom located in The Netherlands,
Luxembourg, Italy, Spain, Germany, Malta, Canada
and Australia.
CHANGE OF CONTROL – SIGNIFICANT
AGREEMENTS
There are a number of agreements that may take
effect after, or terminate upon, a change of control
of the Company, such as commercial contracts, bank
loan agreements and property lease arrangements.
None of these are considered to be significant in
terms of their likely impact on the business as a
whole.
POST BALANCE SHEET EVENTS
On 27 February 2025, Nicole Coll was appointed
to the Board. For details of other events after the
balance sheet date see note 27 to the financial
statements.
AUDIT INFORMATION
Each of the Directors at the date of the approval of
this report confirms that:
−
so far as the Director is aware, there is no
relevant audit information of which the
Company’s auditors are unaware; and
−
the Director has taken all the reasonable steps
that he/she ought to have taken as a Director to
make himself/herself aware of any relevant audit
information and to establish that the Company’s
auditors are aware of the information.
The confirmation is given and should be interpreted in
accordance with the provisions of section 418 of the
Companies Act 2006.
AUDITORS
BDO LLP has indicated its willingness to continue in
office and a resolution seeking to re-appoint BDO LLP
will be proposed at the forthcoming AGM.
ANNUAL GENERAL MEETING
The 2025 AGM of the Company will be held on 15 May
2025 at 9.30am. The notice convening the meeting,
together with details of the business to be considered
and explanatory notes for each resolution, will be
published separately and will be available on the
Company’s website and distributed to shareholders
who have elected to receive hard copies of
shareholder information.
The Strategic Report on pages 6 to 81, the Corporate
Governance Report on pages 82 to 161 and this
Directors’ Report have been drawn up and presented
in accordance with, and in reliance upon, applicable
English company law and any liability of the Directors
in connection with these reports shall be subject to
the limitations and restrictions provided by such law.
By order of the Board
Bernwood Cosec Limited
Company Secretary
18 March 2025
Directors’ Report
Continued
Directors’ Responsibilities Statements
The Directors are responsible for preparing the Annual Report
and the Financial Statements in accordance with UK-adopted
International Accounting Standards and applicable law and
regulations.
Company law requires the Directors to prepare
Group and Parent Company financial statements for
each financial year. Under that law, the Directors are
required to prepare the Group financial statements
in accordance with UK-adopted International
Accounting Standards and have elected to prepare
the Parent Company financial statements in
accordance with UK accounting standards and
applicable law, including FRS 102, The Financial
Reporting Standard applicable in the UK and
Republic of Ireland.
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 Group and Parent Company and of
the profit or loss for the Group for that period.
The Directors are also required to prepare the
Group financial statements in accordance with
International Financial Reporting Standards as
adopted by the UK. In preparing these 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;
−
for the Group financial statements, state
whether they have been prepared in accordance
with UK-adopted International Accounting
Standards, subject to any material departures
disclosed and explained in the financial
statements;
−
for the Parent Company financial statements,
state whether applicable UK accounting
standards have 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 Group or Parent Company will
continue in business; and
−
prepare a Directors’ report, a Strategic report
and Directors’ Remuneration report which
comply with the requirements of the Companies
Act 2006.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show
and explain the Parent Company’s transactions
and disclose with reasonable accuracy at any time
the financial position of the Parent 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
Group and hence for taking reasonable steps for
the prevention and detection of fraud and other
irregularities.
The Directors are responsible for ensuring the Annual
Report and the Financial Statements are made
available on a website. Financial statements are
published on the Company’s website in accordance
with legislation in the United Kingdom governing
the preparation and dissemination of financial
statements, which may vary from legislation in other
jurisdictions.
CORPORATE GOVERNANCE DIRECTORS’ RESPONSIBILITIES STATEMENTS
147
146
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
The maintenance and integrity of the Company’s
website is the responsibility of the Directors. The
Directors’ responsibility also extends to the ongoing
integrity of the financial statements contained therein.
Each of the Directors, whose names and
responsibilities are listed in the Corporate Governance
report, confirms that, to the best of their knowledge:
−
the financial statements have been prepared in
accordance with the applicable set of accounting
standards and give a true and fair view of the
assets, liabilities, financial position and profit and
loss of the Group; and
−
the Annual Report includes a fair review of the
development and performance of the business
and the financial position of the Group and Parent
Company, together with a description of the
principal risks and uncertainties that they face.
We consider that the Annual Report and
Accounts, taken as a whole, are fair, balanced and
understandable and provide the information necessary
for shareholders to assess the Group’s position and
performance, business model and strategy.
By order of the Board
Clive Kahn
Chief Executive Officer
18 March 2025
Tim Powell
Chief Financial Officer
18 March 2025
Directors’ Responsibilities Statements
Continued
CORPORATE GOVERNANCE DIRECTORS’ RESPONSIBILITIES STATEMENTS
149
148
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Independent Auditor’s report
To the members of
Alpha Group International Plc
OPINION ON THE FINANCIAL STATEMENTS
In our opinion:
−
the financial statements 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 profit for the year then ended;
−
the Group financial statements have been
properly prepared in accordance with UK
adopted international accounting standards;
−
the Parent Company financial statements have
been properly prepared in accordance with
United Kingdom Generally Accepted Accounting
Practices and as applied in accordance with the
provisions of the Companies Act 2006; and
−
the financial statements have been prepared
in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements of Alpha
Group International Plc (the ‘Parent Company’)
and its subsidiaries (the ‘Group’) for the year
ended 31 December 2024 which comprise the
Consolidated Statement of Comprehensive Income,
the Consolidated Statement of Financial Position,
the Consolidated Statement of Cash Flows, the
Consolidated Statement of Changes in Equity,
the Company Statement of Financial Position, the
Company Statement of Changes in Equity and notes
to the financial statements, including a summary of
significant accounting policies.
The financial reporting framework that has been
applied in their preparation is applicable law and UK
adopted international accounting standards and as
regards the Parent Company financial statements,
as applied in accordance with the provisions of the
Companies Act 2006.
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 believe that the
audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion. Our
audit opinion is consistent with the additional report
to the audit committee.
INDEPENDENCE
Following the recommendation of the audit
committee, we were appointed by the board of
directors on 7 December 2016 to audit the financial
statements for the year ended 2017 and subsequent
financial periods. The period of total uninterrupted
engagement including retenders and reappointments
is 8 years, covering the years ended 31 December
2017 to 31 December 2024. We remain 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 FRC’s Ethical Standard as applied to listed public
interest entities, and we have fulfilled our other
ethical responsibilities in accordance with these
requirements. The non-audit services prohibited by
that standard were not provided to the Group or the
Parent Company.
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 and the Parent
Company’s ability to continue to adopt the going
concern basis of accounting included:
CORPORATE GOVERNANCE INDEPENDENT AUDITOR’S REPORT
−
We considered the risks identified and
judgements made by the Directors as most
likely to adversely affect the Group’s and Parent
Company’s available financial resources and
challenged the Directors on their appropriateness
based on our understanding of the business,
results of our audit work and the relevant macro-
economic factors.
−
The risks and judgement the Directors considered
as most likely to impact the business and where
we challenged their assumptions were:
−
A major client default: In doing so, we
considered the reduced client concentration
risk in the forward and options business
based on revenue.
−
Free cash position: We reviewed the Directors
cash flow forecast for a period of at least
12 months from the date of signing these
financial statements. We reviewed the
Directors downside scenario considering
the impact of interest rates, inflation and
contraction in the UK economy on the
operations and Group’s internal forecast
including related assumptions.
−
Reliability of the forecasts prepared by the
Directors were compared to relevant published
data and obtained from reputable independent
sources. We also performed retrospective testing
to compare prior year’s forecasts to current
year actual results to evaluate the reliability and
reasonableness of historic forecasts.
−
Impact of climate risks on long-term strategy,
financial projections, and viability of the
business.
−
We also considered the adequacy of the Group’s
capital regulatory requirements
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 and the 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.
OVERVIEW
*
KEY AUDIT MATTERS
2024
2023
Existence and accuracy of revenue
Accounting for growth share schemes
*This is no longer considered to be a KAM due to our understanding of the accounting treatment of
growth shares schemes.
MATERIALITY
Group financial statements as a whole £2.1 million (2023: £2.1 million) based on 5% of
adjusted profit before tax, excluding the impact of one-off expenses and interest earned
on the e-money balances (2023: 5% of Profit before tax excluding one-off expenses
incurred for the business combination and interest earned on the e-money balance).
151
150
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
AN OVERVIEW OF THE SCOPE OF OUR AUDIT
Our Group audit was scoped by obtaining an
understanding of the Group and its environment, the
applicable financial reporting framework and the
Group’s system of internal control. On the basis of
this, we identified and assessed the risks of material
misstatement of the Group financial statements
including with respect to the consolidation process.
We then applied professional judgement to focus
our audit procedures on the areas that posed the
greatest risks to the group financial statements.
We continually assessed risks throughout our audit,
revising the risks where necessary, with the aim of
reducing the group risk of material misstatement to
an acceptable level, in order to provide a basis for
our opinion.
COMPONENTS IN SCOPE
The Group comprises the Parent Company and 9
subsidiaries, of which 8 are considered components.
Alpha Group International Plc, Alpha FX Limited
(including the branch, Alpha FX Australia Pty), Alpha
FX Institutional Limited, Alpha FX Netherlands
Limited, Alpha Agency Solutions Limited, Alpha
Foreign Exchange (Canada) Limited, Financial
Transaction Services B.V. and Alpha FX Europe
Limited have been determined to be components.
However, AGI Financial PTE. Ltd is a non-trading
entity with no financial impact on the financial
statements and is not considered a component.
All components share the same centralised internal
control environment as the rest of the Group.
Except for Alpha FX Europe Limited, the audits
of all components were performed by the
Group engagement team. The audit of Alpha FX
Europe Limited was performed by our network
firm in Malta, with the Group engagement team
performing additional specific audit procedures on
material financial statements areas.
As part of our Group audit, we identified the
components in scope by assessing key factors
such as the Group’s organisational and functional
structure, information systems, operating
segments, nature of trading activities, common
legal and regulatory frameworks, geographical
locations, and the accessibility of financial
information.
For components in scope, we used a combination
of risk assessment procedures and further audit
procedures to obtain sufficient appropriate
evidence. These further audit procedures included:
−
procedures on the entire financial information
of the component, including performing
substantive procedures and tests of operating
effectiveness of controls
−
procedures on one or more classes of
transactions, account balances or disclosures
−
specific audit procedures
Independent Auditor’s report
Continued
PROCEDURES PERFORMED AT THE COMPONENT LEVEL
We performed procedures to respond to group risks of material misstatement at the component level that
included the following:
Component
Component Name
Group Audit Scope
1
Alpha Group International Plc (Parent)
Statutory audit and procedures on the entire financial
information of the component.
2
Alpha Agency Solutions Ltd
Statutory audit and procedures on the entire financial
information of the component.
3
Alpha FX Limited (including the branch,
Alpha FX Australia Pty)
Statutory audit and procedures on the entire financial
information of the component.
4
Alpha FX Institutional Limited (Funds)
Statutory audit and procedures on the entire financial
information of the component.
5
Alpha FX Netherlands Limited
Statutory audit and procedures on the entire financial
information of the component.
6
Alpha FX Canada Limited
Specific audit procedures.
7
Alpha FX Europe
Statutory audit and procedures on the entire financial
information of the component.
8
Financial Transaction Services B.V.
Specific audit procedures.
PROCEDURES PERFORMED CENTRALLY
We considered there to be a high degree of
centralisation of financial reporting and similarity
of the group’s activities and business lines in
relation to revenue and financial reporting close
process. We therefore designed and performed
procedures centrally in these areas.
The group operates a centralised IT function that
supports IT processes for all components aside
from Financial Transaction Services B.V which
is currently managed locally. This IT function is
subject to specified risk-focused audit procedures
which was predominantly the testing of the
relevant IT general controls.
CHANGES FROM THE PRIOR YEAR
There have been no significant changes on the Group
audit scope from the prior year.
WORKING WITH OTHER AUDITORS
As Group auditor, we determined the components
at which audit work was performed, together with
the resources needed to perform this work. These
resources included component auditors, who formed
part of the group engagement team as reported
above. As Group auditor we are solely responsible for
expressing an opinion on the financial statements.
CORPORATE GOVERNANCE INDEPENDENT AUDITOR’S REPORT
153
152
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
In working with these component auditors, we
held discussions with component audit teams on
the significant areas of the group audit relevant
to the components based on our assessment
of the group risks of material misstatement. We
issued our group audit instructions to component
auditors on the nature and extent of their
participation and role in the group audit, and on
the group risks of material misstatement.
We directed, supervised and reviewed the
component auditors’ work. This included holding
virtual meetings during various phases of the audit,
reviewing component auditor documentation
remotely, evaluating the appropriateness of the
audit procedures performed and the results
thereof.
CLIMATE CHANGE
Our work on the assessment of potential impacts
on climate-related risks on the Group’s operations
and financial statements included:
−
Enquiries and challenge of management to
understand the actions they have taken to
identify climate-related risks and their potential
impacts on the financial statements and
adequately disclose climate-related risks within
the annual report;
−
Our own qualitative risk assessment taking into
consideration the sector in which the Group
operates and how climate change affects this
particular sector; and
−
Review of the minutes of Board and Audit
Committee meeting and other papers
related to climate change and performed a
risk assessment as to how the impact of the
Group’s commitments may affect the financial
statements and our audit.
We challenged the extent to which climate-
related considerations, including the expected
cash flows from the initiatives and commitments
have been reflected, where appropriate, in
management’s going concern assessment and
viability assessment.
We also assessed the consistency of
managements disclosures included in Other
Information within the financial statements and
with our knowledge obtained from the audit.
Based on our risk assessment procedures, we
did not identify there to be any Key Audit Matters
materially impacted by climate-related risks.
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, including 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.
KEY AUDIT MATTER
HOW THE SCOPE OF OUR AUDIT ADDRESSED THE
|KEY AUDIT MATTER
EXISTENCE AND
ACCURACY OF FX
HEDGING REVENUE
The Group’s revenue
recognition policy
is included with
the accounting
policies in note 2 and
segment reporting
on revenue is
included in note 5.
The risk relating to the FX
Hedging revenue stream revolves
around the existence and
accuracy of revenue recorded
in the year. Existence refers
to the risk that trades did not
occur or were overstated, and
accuracy refers to the risk that
calculations of the revenue
amounts to be recorded contain
errors.
The Group’s reported FX Hedging
revenue drives the level of
sales commissions payable to
front office staff, which further
increases the risk over the
existence of revenue recognised.
For these reasons we considered
the existence and accuracy of
revenue to be a key audit matter.
We reviewed the revenue recognition policy applied
by management to the FX Hedging revenue stream
and considered its compliance with IFRS 9 ‘Financial
Instruments’ (FX hedging revenue) with a specific
focus on existence and accuracy of revenue.
We have followed a combined audit approach where
we tested controls and performed substantive
testing over the FX Hedging revenue.
Test of controls
We have performed operating effectiveness testing
over the key revenue controls in the process. As
part of our testing we have selected the appropriate
sample size as per our methodology and assessed
whether these controls have operated effectively
during the year.
Substantive testing
Through the use of our statistical sampling tool we
have selected a sample of matched principal spot,
forward and option contracts to verify the existence
and accuracy of revenue. Each revenue item in the
sample selected has been recalculated and the
trades upon which the revenue has been earned
have been agreed to underlying supporting trade
tickets and third-party information recorded with the
relevant banking counterparty.
We have also substantively tested a sample of
commissions paid to front office staff to verify
the existence and accuracy of commissions. This
included verification of the key inputs. In addition,
through the use of specialists, the commissions
related to the FX hedging revenue was fully
recalculated.
KEY OBSERVATIONS:
Based on the procedures performed we consider the
recognition of revenue to be appropriate and in line
with the requirements of the reporting framework.
Independent Auditor’s report
Continued
CORPORATE GOVERNANCE INDEPENDENT AUDITOR’S REPORT
155
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ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Independent Auditor’s report
Continued
COMPONENT PERFORMANCE MATERIALITY
For the purposes of our Group audit opinion, we set
performance materiality for each component of the
Group, based on a percentage of between 63% and
90% (2023: 21% and 90%) of Group performance
materiality dependent on a number of factors including
size, complexity, operations and our assessment of the
risk of material misstatement of those components.
Component performance materiality ranged from
£0.86m to £1.2m (2023: £0.42m to £2.1m).
REPORTING THRESHOLD
We agreed with the Audit Committee that we would
report to them all individual audit differences in
excess of £42k (2023: £42k). We also agreed to report
differences below this threshold that, in our view,
warranted reporting on qualitative grounds.
OTHER INFORMATION
The directors are responsible for the other information.
The other information comprises the information
included in the annual report other than the financial
statements and our auditor’s report thereon. 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.
CORPORATE GOVERNANCE STATEMENT
The UK Listing Rules require us to review the Directors’
statement in relation to going concern, longer-term
viability and that part of the Corporate Governance
Statement relating to the parent company’s
compliance with the provisions of the UK Corporate
Governance Code specified for our review.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements
of the Corporate Governance Statement is materially
consistent with the financial statements or our
knowledge obtained during the audit.
OUR APPLICATION OF MATERIALITY
We apply the concept of materiality both in planning
and performing our audit, and in evaluating the
effect of misstatements. We consider materiality to
be the magnitude by which misstatements, including
omissions, could influence the economic decisions of
reasonable users that are taken on the basis of the
financial statements.
In order to reduce to an appropriately low level
the probability that any misstatements exceed
materiality, we use a lower materiality level,
performance materiality, to determine the extent of
testing needed. Importantly, misstatements below
these levels will not necessarily be evaluated as
immaterial as we also take account of the nature
of identified misstatements, and the particular
circumstances of their occurrence, when evaluating
their effect on the financial statements as a whole.
Based on our professional judgement, we determined
materiality for the financial statements as a whole
and performance materiality as follows:
Group financial statements
Parent company financial statements
2024
£ million
2023
£ million
2024
£ million
2023
£ million
Materiality
2.10
2.11
1.04
0.66
Basis for determining
materiality
5% of Profit before tax
excluding the impact of
one-off expenses and
interest earned on e-money
balances.
5% of Profit before tax
excluding the impact of
one-off expenses incurred
for business combination
and interest earned on
e-money balances.
1.5% of total assets
1% of total assets
Rationale for the
benchmark applied
Investors are the principal
stakeholders and are
primarily interested in
profitability. Due to rising
interest rates, the Group
has earned a significant
amount of interest income
which has been eliminated
to arrive at a profit more
reflective of investors’
interest and core business
profitability.
Investors are the principal
stakeholders and are
primarily interested in
profitability. Due to rising
interest rates, the Group
has earned a significant
amount of interest income
which has been eliminated
to arrive at a profit more
reflective of investors’
interest and core business
profitability.
The entity is an asset-
based entity and
serves as a holding
company for group.
In the absence of any
revenue total assets is
used as a benchmark
to calculate
materiality.
We increased the
range by 0.5% to 1.5%
(2023: 1%) because
no material errors
have been noted over
the previous audits
conducted by BDO.
The entity is an asset
based entity and
serves as a holding
company for group.
In the absence of any
revenue total assets is
used as a benchmark
to calculate
materiality.
Performance
materiality
1.37
1.37
0.68
0.4
Basis for determining
performance
materiality
65% of Materiality
65% of Materiality
65% of Materiality
65% of Materiality
Rationale for the
percentage applied
for performance
materiality
The Group has some
complex estimates involved
in the financial statements.
As such, we have deemed
it appropriate to set our
threshold at 65%.
The Group has extended its
geographical range and has
some complex estimates
involved in the financial
statements. As such, we
have deemed it appropriate
to set our threshold at 65%.
This is based on
our expected value
of known and likely
misstatements in
the current year,
and Management’s
attitude to proposed
adjustments.
This is based on
our expected value
of known and likely
misstatements in
the current year,
and Management’s
attitude to proposed
adjustments.
GOING CONCERN
AND LONGER-TERM
VIABILITY
The Directors’ statement with regards to the appropriateness of adopting the going
concern basis of accounting and any material uncertainties identified;
The Directors’ explanation as to their assessment of the Group’s prospects, the period
this assessment covers and why the period is appropriate; and
The Directors’ statement on whether they have a reasonable expectation that the group
will be able to continue in operation and meet its liabilities.
OTHER CODE
PROVISIONS
Directors’ statement on fair, balanced and understandable;
Board’s confirmation that it has carried out a robust assessment of the emerging and
principal risks;
The section of the annual report that describes the review of effectiveness of risk
management and internal control systems; and
The section describing the work of the Audit Committee.
CORPORATE GOVERNANCE INDEPENDENT AUDITOR’S REPORT
157
156
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
OTHER COMPANIES ACT 2006 REPORTING
Based on the responsibilities described below and our work performed during the course of the audit, we are
required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
STRATEGIC
REPORT AND
DIRECTORS’
REPORT
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 Parent Company and
its environment obtained in the course of the audit, we have not identified material
misstatements in the Strategic report or the Directors’ report.
DIRECTORS’
REMUNERATION
In our opinion, the part of the Directors’ remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006.
CORPORATE
GOVERNANCE
STATEMENT
In our opinion, based on the work undertaken in the course of the audit the information
about internal control and risk management systems in relation to financial reporting
processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 in
the Disclosure Guidance and Transparency Rules sourcebook made by the Financial Conduct
Authority (the FCA Rules), is consistent with the financial statements and has been prepared
in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the Parent Company
and its environment obtained in the course of the audit, we have not identified material
misstatements in this information.
In our opinion, based on the work undertaken in the course of the audit information about the
Parent Company’s corporate governance code and practices and about its administrative,
management and supervisory bodies and their committees complies with rules 7.2.2, 7.2.3
and 7.2.7 of the FCA Rules.
We have nothing to report arising from our responsibility to report if a corporate governance
statement has not been prepared by the Parent Company.
MATTERS ON
WHICH WE ARE
REQUIRED TO
REPORT BY
EXCEPTION
We have nothing to report in respect of the following matters in relation to which the
Companies Act 2006 requires us to report to you if, in our opinion:
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; or
certain disclosures of Directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Directors’
responsibilities statement, 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.
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.
Independent Auditor’s report
Continued
EXTENT TO WHICH THE AUDIT WAS 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.
We gained an understanding of the legal and
regulatory framework applicable to the Group
and Parent Company, and the industry in which it
operates and considered the risk of acts by the
Group and Parent Company which would be contrary
to applicable laws and regulations, including fraud.
The Group is also subject to laws and regulations
where the consequence of non-compliance could
have a material effect on the amount or disclosures
in the financial statements, for example through
the imposition of fines or litigations. We identified
such laws and regulations to be but not limited
to compliance with the Companies Act 2006,
Accounting standards, LSE Rules, Corporation Tax
Act 2010 and the Financial Conduct Authority (FCA)
regulations.
We assessed compliance with applicable laws and
regulations and performed audit procedures on
these areas as considered necessary.
As stated on page 144 of directors’ report regarding
the unlawful dividend, we have assessed the amount
of dividends paid and the subsequent share buy-
backs against the distributable reserves. We have
reported this to the FCA and FRC in accordance with
the requirements paragraph 14(a)(i), ISA 250 (UK) B.
CORPORATE GOVERNANCE INDEPENDENT AUDITOR’S REPORT
159
158
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Independent Auditor’s report
Continued
OUR PROCEDURES INVOLVED:
−
enquiry with the management and those
charged with governance regarding how the
Group and Parent Company is complying with
those legal and regulatory frameworks and
whether there were any known instances of
non-compliance, or any actual, suspected or
alleged fraud;
−
assessment of the Group’s compliance with
applicable taxation regulations with the
assistance of tax specialists;
−
review of board and audit committee
meeting minutes for any known instances
of non-compliance, or any actual,
suspected or alleged fraud; and review of
legal correspondence and those from the
regulator;
−
review of legal correspondence and those
from the regulator for any instances of non-
compliance with laws and regulations; and
−
Reviewed relevant internal and external
documentation related to the identified
unlawful dividends paid during the year and
previous years as applicable and reviewed
the disclosures included within the financial
statements. In addition, we reviewed the post
year end distributions to check if the reserves
have returned to a positive position.
We assessed the susceptibility of the financial
statements to material misstatement, including
fraud. Our risk assessment procedures included
but not limited to:
−
Enquiry with management and those charged
with governance regarding any known or
suspected instances of fraud;
−
Obtaining an understanding of the Group’s
policies and procedures relating to:
−
Detecting and responding to the risks of
fraud; and
−
Internal controls established to mitigate
risks related to fraud.
−
Review of minutes of meeting of those charged
with governance for any known or suspected
instances of fraud;
−
Discussion amongst the engagement team
(including internal forensics experts) as to how
and where fraud might occur in the financial
statements; and
−
Performing analytical procedures to identify any
unusual or unexpected relationships that may
indicate risks of material misstatement due to
fraud.
−
Based on the above, we identified the areas
most susceptible to fraud to be management
override of controls, FX Hedging revenue
(existence and accuracy) and the related traders
commission earned on the FX Hedging revenue.
OUR PROCEDURES IN RESPONSE TO THE ABOVE
INCLUDED:
−
The procedures set out in the key audit matters
section of our report;
−
In addressing the risk of fraud through
management override of controls, we tested the
appropriateness of a sample of journal entries,
which met high-risk criteria, and other non-
risky journal entries by agreeing to supporting
documentation and testing of accounting
estimates due to risk of management bias; and
−
Incorporating unpredictability procedures into
our journals audit approach which included
testing a sample of non-risky journal entries.
We communicated relevant identified laws
and regulations and potential fraud risks to all
engagement team members including component
engagement teams and remained alert to any
indications of fraud or non-compliance with laws and
regulations throughout the audit. We also reviewed
the result of component audit teams procedures
performed in this regard.
Our audit procedures were designed to respond
to risks of material misstatement in the
financial statements, recognising that the risk
of not detecting a material misstatement due
to fraud is higher than the risk of not detecting
one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery,
misrepresentations or through collusion. There
are inherent limitations in the audit procedures
performed and the further removed non-compliance
with laws and regulations is from the events and
transactions reflected in the financial statements,
the less likely we are to become aware of it.
A further description of our responsibilities is
available on the Financial Reporting Council’s
website at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
USE OF OUR REPORT
This report is made solely to the Parent 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 Parent 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 Parent Company and the Parent Company’s
members as a body, for our audit work, for this
report, or for the opinions we have formed.
Justin Chait (Senior Statutory Auditor)
For and on behalf of BDO LLP,
Statutory Auditor, London, UK
19 March 2025
BDO LLP is a limited liability partnership registered
in England and Wales (with registered number
OC305127).
CORPORATE GOVERNANCE INDEPENDENT AUDITOR’S REPORT
161
160
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Earnings per share (EPS) attributable to equity owners of the Parent
(pence per share)
−basic
10
215.7p
206.2p
−diluted
10
211.7p
203.4p
−underlying basic
10
86.4p
76.7p
−underlying diluted
10
84.8p
75.6p
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2024
Note
Year ended
31 December 2024
£’000
Year ended
31 December 2023
£’000
REVENUE
5
135,600
110,442
Net treasury income – client funds
5
83,996
73,676
Net treasury income – own funds
5
1,307
1,843
TOTAL INCOME
220,903
185,961
Operating expenses
(102,608)
(73,809)
OPERATING PROFIT
6
118,295
112,152
Underlying operating profit
42,556
39,205
Net treasury income – client funds
83,996
73,676
Non-underlying items
4
(8,257)
(729)
Finance income
7
6,053
4,616
Finance expenses
7
(1,234)
(834)
PROFIT BEFORE TAXATION
123,114
115,934
Underlying profit before taxation
47,375
42,987
Net treasury income – client funds
83,996
73,676
Non-underlying items
4
(8,257)
(729)
Taxation
9
(30,389)
(27,142)
PROFIT FOR THE YEAR
92,725
88,792
Attributable to:
Equity holders of the parent
93,019
88,825
Non-controlling interests
(294)
(33)
PROFIT FOR THE YEAR
92,725
88,792
OTHER COMPREHENSIVE (LOSS)/INCOME:
Items that will or may be reclassified to the profit or loss:
Exchange loss on translation of foreign operations
(2,485)
(679)
(Loss)/gain recognised on hedging instruments
(1,318)
3,193
Tax relating to items that may be reclassified
329
(798)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
89,251
90,508
Attributable to:
Equity holders of the parent
89,576
90,541
Non-controlling interests
(325)
(33)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
89,251
90,508
Consolidated Statement of Financial Position
As at 31 December 2024
Company number: 07262416
Note
As at
31 December 2024
£’000
As at
31 December 2023
Restated1
£’000
NON-CURRENT ASSETS
Goodwill
12, 25
4,526
4,707
Intangible assets
12, 25
14,957
14,007
Property, plant and equipment
13
7,670
8,800
Right-of-use assets
14
18,993
20,894
Derivative financial assets
16
28,699
14,369
TOTAL NON-CURRENT ASSETS
74,845
62,777
CURRENT ASSETS
Cash and cash equivalents
20
252,468
197,941
Derivative financial assets
16
132,446
90,966
Trade and other receivables
19
12,715
12,033
Fixed collateral
20
10,063
8,810
Current tax asset
-
73
TOTAL CURRENT ASSETS
407,692
309,823
TOTAL ASSETS
482,537
372,600
EQUITY
Share capital
21
87
87
Share premium account
21
52,566
52,566
Treasury shares
21
(6,697)
-
Retained earnings
21
235,256
170,939
Other reserves
21
(3,086)
(632)
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT
278,126
222,960
Non-controlling interests
879
531
TOTAL EQUITY
279,005
223,491
CURRENT LIABILITIES
Derivative financial liabilities
16
84,080
34,288
Other payables
22
45,747
59,750
Deferred income
22
8,059
7,072
Lease liability
14
2,180
1,028
Current tax liability
9
12,086
11,293
TOTAL CURRENT LIABILITIES
152,152
113,431
NON-CURRENT LIABILITIES
Derivative financial liabilities
16
24,695
5,922
Other payables
22
885
875
Redemption liability
25
1,812
1,884
Deferred tax liability
9
3,661
5,305
Lease liability
14
20,327
21,692
TOTAL NON-CURRENT LIABILITIES
51,380
35,678
TOTAL LIABILITIES
203,532
149,109
TOTAL EQUITY AND LIABILITIES
482,537
372,600
The Consolidated Financial Statements of Alpha Group International plc were approved by the Board of Directors on
18 March 2025 and signed on its behalf by:
FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF FINANCIAL POSITION
C Khan
T Powell
Director
Director
1 See note 19 for details of the prior year restatement.
163
162
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Consolidated Statement of Cash Flows
For the year ended 31 December 2024
Note
Year ended
31 December 2024
£’000
Year ended
31 December 2023
Restated1
£’000
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before taxation
123,114
115,934
Net treasury income – client funds
(83,996)
(73,676)
Net treasury income – own funds
(1,307)
(1,843)
Finance income
7
(6,053)
(4,616)
Finance expense
7
1,234
834
Amortisation and impairment of intangible assets
12
6,598
3,137
Depreciation of property, plant and equipment
13
1,782
1,325
Depreciation of right-of-use assets
14
2,793
1,939
Loss on disposal of property, plant and equipment
13
224
8
Gain on disposal of right-of-use asset
(93)
-
Share-based payment expense/(credit)
5,325
(58)
Increase in other receivables
(752)
(3,858)
Decrease in other payables
(13,670)
(15,550)
(Increase)/decrease in derivative financial assets
(53,712)
22,435
Increase/(decrease) in derivative financial liabilities
65,149
(9,232)
Increase in fixed collateral
(1,253)
(4,084)
CASH INFLOWS FROM OPERATING ACTIVITIES
45,383
32,695
Net treasury income received
85,598
73,975
Tax paid
(30,451)
(15,881)
NET CASH INFLOWS FROM OPERATING ACTIVITIES
100,530
90,789
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of subsidiary, net of cash acquired
25
-
(8,227)
Payments to acquire property, plant and equipment
13
(1,038)
(6,927)
Payments to acquire right-of-use assets
(25)
(235)
Proceeds from the disposal of right-of-use assets
20
-
Proceeds from sale of property, plant and equipment
13
4
5
Expenditure on intangible assets
12
(7,739)
(8,025)
Finance income received
6,053
4,616
NET CASH OUTFLOWS FROM INVESTING ACTIVITIES
(2,725)
(18,793)
CASH FLOWS FROM FINANCING ACTIVITIES
Issue of ordinary shares by Parent Company
-
491
Issue of treasury shares by Parent Company
303
-
Purchase of treasury shares
21
(30,004)
-
Acquisition of non-controlling interest
(48)
-
Issue of share options
26
-
Dividends paid to equity holders of Parent Company
11
(7,084)
(6,368)
Dividends paid to subsidiary shareholders
11
(2,229)
(2,762)
Payment of lease liabilities – principal
14
(1,065)
(779)
Payment of lease liabilities – interest
14
(1,145)
(793)
NET CASH OUTFLOWS FROM FINANCING ACTIVITIES
(41,246)
(10,211)
INCREASE IN NET CASH AND CASH EQUIVALENTS IN THE YEAR
56,559
61,785
Net cash and cash equivalents at beginning of year
197,941
136,799
Net exchange loss
(2,032)
(643)
NET CASH AND CASH EQUIVALENTS AT END OF YEAR
20
252,468
197,941
Consolidated Statement of Changes in Equity
For the year ended 31 December 2024
Attributable to the owners of the Parent
Share
capital
Share
premium
account
Treasury
shares
Retained
earnings
Other
reserves
Total
Non-
controlling
interests
Total
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
BALANCE AT 1 JANUARY 2023
84
52,075
-
88,807
1,931
142,897
-
142,897
Profit/(loss) for the year
-
-
-
88,825
-
88,825
(33)
88,792
Other comprehensive income/(expense):
Gains recognised on hedging
instruments
-
-
-
2,395
-
2,395
-
2,395
Exchange differences arising on
translation of foreign operations
-
-
-
-
(679)
(679)
-
(679)
Transactions with owners
Acquisition of subsidiary
-
-
-
103
(1,884)
(1,781)
564
(1,217)
Shares issued on vesting of share option
schemes
3
491
-
(3)
-
491
-
491
Share-based payments
-
-
-
(58)
-
(58)
-
(58)
Dividends paid (note 11)
-
-
-
(9,130)
-
(9,130)
-
(9,130)
BALANCE AT 31 DECEMBER 2023
87
52,566
-
170,939
(632)
222,960
531
223,491
Profit/(loss) for the year
-
-
-
93,019
-
93,019
(294)
92,725
Other comprehensive income:
Losses recognised on hedging
instruments
-
-
-
(989)
-
(989)
-
(989)
Exchange differences arising on
translation of foreign operations
-
-
-
-
(2,454)
(2,454)
(31)
(2,485)
Transactions with owners
Capital contribution to subsidiary with
minority interest
-
-
-
(676)
-
(676)
676
-
Acquisition of non-controlling interest
-
-
-
(45)
-
(45)
(3)
(48)
Acquisition of treasury shares (note 21)
-
-
(10,721)
(19,283)
-
(30,004)
-
(30,004)
Treasury shares issued in relation to
subsidiary earnout (note 21)
-
-
4,024
-
-
4,024
-
4,024
Issue of share options in subsidiary
undertakings (note 21)
-
-
-
(3,721)
-
(3,721)
-
(3,721)
Share-based payments
-
-
-
5,325
-
5,325
-
5,325
Dividends paid (note 11)
-
-
-
(9,313)
-
(9,313)
-
(9,313)
BALANCE AT 31 DECEMBER 2024
87
52,566
(6,697)
235,256
(3,086)
278,126
879
279,005
FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
1 Prior year has been restated for the balance sheet reclassification outlined in note 19.
165
164
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
1. GENERAL INFORMATION
Alpha Group International plc (the “Company”) is a public limited company, with ordinary shares on the Main Market of The
London Stock Exchange since 2 May 2024 (previously listed on AIM, since 7 April 2017). The Company is incorporated and
domiciled in the UK (registered number 07262416) and its registered office is Brunel Building, 2 Canalside Walk, London, England,
W2 1DG.
The Consolidated Financial Statements incorporate the results of the Company and its subsidiary undertakings.
Alpha provides organisations with a high-tech, high-touch suite of cash and risk management solutions. This includes accounts,
foreign exchange, debt-sourcing, deposit solutions, and multi-bank connectivity technology, alongside expert advice on managing
financial market risks.
2. MATERIAL ACCOUNTING POLICIES
Basis of preparation
The Consolidated Financial Statements have been prepared in accordance with International Accounting Standards as adopted
by the United Kingdom using the measurement bases specified by UK IFRS for each type of asset, liability, revenue or expense.
The Consolidated Financial Statements are presented in Pounds Sterling (“£”), and all values are rounded to the nearest
thousand (“£’000”) except where otherwise indicated. The material accounting policies adopted are set out below and have been
applied consistently throughout all periods presented, unless otherwise stated.
The preparation of Consolidated Financial Statements requires the use of certain key accounting estimates. It also requires
management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher
degree of judgement or complexity, or areas where assumptions and estimates are significant to the Consolidated Financial
Statements are disclosed in note 3.
The Consolidated Financial Statements are prepared on the historical cost basis except as detailed below.
i. Going concern
The Board has concluded that it is appropriate to adopt the going concern basis, having undertaken a review of financial
forecasts and available resources. The Group meets its day-to-day working capital requirements through its strong cash reserves.
As at 31 December 2024, the Group had a healthy liquidity position with £252.5m of cash and cash equivalents (see note 20), with
no debt financing commitments. The Group has net current assets of £255.5m at 31 December 2024 and net assets of £279.0m.
In assessing going concern, management have considered some down-side scenarios including decreases in revenue and
Net treasury income – client funds and their impact on our profit and cash measures. These scenarios have been modelled on
the basis that revenue targets are missed due to an economic downturn, and a fall in NTI due to the uncertain interest rate
environment. This assessment considered the impact on the Group’s operations, its 2025 budget and 2026 internal forecast to
June 2026.
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Even in these scenarios, the Group has strong liquidity, no external debt, and the availability of mitigating actions that
would allow it to meet its financial liabilities as they fall due. These mitigating actions, should they be required, are all within
management’s control and could include limiting new recruitment, reducing variable compensation, and delaying or scaling
back investment.
The Directors have a reasonable expectation that the Group therefore has adequate resources to continue in operational
existence for the foreseeable future. The Group continues to adopt the going concern basis in preparing its Consolidated
Financial Statements.
ii. New standards, interpretations and amendments effective from 1 January 2024:
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 financial statements of the Group.
iii. New standards, interpretations and amendments not yet effective:
There are no IFRS interpretations that are not yet effective that would be expected to have a material impact on the Group.
No new standards or interpretations have been early adopted.
Basis of consolidation
The Consolidated Financial Statements consist of the financial statements of the ultimate Parent Company (Alpha Group
International plc) and all entities controlled by the Company (its subsidiaries).
i. Subsidiaries
Subsidiary undertakings are entities over which the Group has control. Control is defined as the power to direct the entity’s
relevant activities, exposure to variable returns from involvement with the entity and the ability to use this power to affect
the amount of the returns. Subsidiary undertakings are fully consolidated from the date on which control is transferred to
the Group. On consolidation intercompany transactions, balances and unrealised gains and losses on transactions between
Group entities are eliminated.
ii. Acquisition accounting
Acquisitions are accounted for using the acquisition method, where the purchase price is allocated to the identifiable assets
acquired and liabilities assumed on a fair value basis and the remainder recognised as goodwill. The cost of the business
combination is measured as the aggregate of the consideration transferred and contingent consideration, measured at fair
value on the date of the business combination, and the value of any non-controlling interests in the acquiree.
On an acquisition-by-acquisition basis, the Group elects whether to measure the non-controlling interests in the acquiree at
fair value or at the proportionate share of the acquiree’s identifiable net assets.
Where there is an obligation to purchase the non-controlling interest at a future date, a financial liability will be recognised on
the business combination.
167
166
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
The financial liability for the non-controlling interest is initially recognised at fair value. The liability is subsequently
accounted for under IFRS 9 – Financial Instruments, with all changes in the carrying amount, including the non-controlling
interest share of profit, recognised as a re-measurement in the income statement. When the obligation or “put liability”
is exercised, the carrying amount of the financial liability at that date is extinguished by the payment of the exercise
price. The redemption liability for the fair value of the consideration payable to the non-controlling interest of Financial
Transaction Services B.V. (Cobase) is remeasured based on the movement of expected purchase price.
iii. Foreign exchange on consolidation
Transactions and balances
Transactions in foreign currencies are initially recorded by the Group entities at the functional currency rates prevailing
at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at
the functional currency spot rate of exchange ruling at the reporting date. All differences are taken to the Consolidated
Statement of Comprehensive Income.
Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rates at
the date of the initial transaction.
Group companies
The results and financial position of Group entities that have a functional currency different from the presentation
currency are translated into the presentation currency as follows:
−
Assets and liabilities at each period end are translated at the prevailing closing rate at the date of the Consolidated
Statement of Financial Position;
−
Income and expenses for each period within the Consolidated Statement of Comprehensive Income are translated at
the average rate for the period; and
−
On consolidation, exchange differences arising from the translation of overseas operations are recognised in other
comprehensive income and accumulated in the translation reserve as a separate component of equity. On disposal
of a foreign operation, the cumulative translation differences are transferred to the Consolidated Statement of
Comprehensive Income as part of the gain or loss on disposal.
Financial statement preparation
i. Segmental reporting
In accordance with IFRS 8- Operating Segments, an operating segment is defined as a business activity whose operating
results are reviewed by the chief operating decision makers and for which discrete information is available.
Operating segments are reported in a manner consistent with the internal management reporting provided to the chief
operating decision-makers. The chief operating decision-makers responsible for allocating resources and assessing
performance of the operating segments are identified as the Group’s Chief Executive Officer and Chief Financial Officer.
More details on the Group’s operating segments can be found in note 5.
2. MATERIAL ACCOUNTING POLICIES [CONT.]
Basis of consolidation [cont.]
ii. Net treasury income
‘Net treasury income – client funds’ (NTI – client funds) is made up of interest generated from client balances. Whilst the
increased interest stream is a positive boost for the Group and a natural by-product of our increasingly diversified product
offering, we are mindful that aspects of its dynamics are driven by macroeconomics beyond our control. We have therefore
chosen to disclose interest income on client balances as ‘net treasury income – client funds’ separately on the face of the
Consolidated Statement of Comprehensive Income.
‘Net treasury income – own funds’ (NTI – own funds) relates to interest generated within the Corporate division on initial and
variation margin balances held by the Group on open trades. The Group has title over these funds and the associated interest
earned. The balances on which this interest is earned directly arise from the operations of the business. NTI – own funds is
therefore disclosed separately from NTI – client funds and included in underlying operating profit.
Interest rate hedging derivatives are taken out to fix the interest rate receivable on client funds and own funds and to hedge
against interest rate volatility risk. Payments made to or received from the banking counterparties are shown within NTI –
client funds and NTI – own funds respectively. These derivatives are designated as cash flow hedges.
Interest earned on Alpha’s own, free cash is recognised within finance income in the Consolidated Statement of
Comprehensive Income.
iii. Underlying measures
The Group reports underlying operating profit, underlying Profit before taxation, underlying EPS and adjusted cash. These
measures are not measures of performance under IFRS and should be considered in addition to, and not as a substitute
for, IFRS measures of financial performance and liquidity. The Group uses non-IFRS performance measures as key financial
indicators as the Board believe these better reflect the underlying performance of the business.
Underlying items exclude NTI – client funds, non-cash share-based payments, M&A deal costs, amortisation of purchased
intangibles and costs in relation to the move to the Main Market on the London Stock Exchange.
NTI- client funds is excluded from our underlying measures. Despite NTI-client funds and own funds interest being
uncontrollable due to the interest rate environment, the Group only has control over where Alpha’s own cash is kept and
therefore, NTI – own funds is not excluded as it is a direct consequence of the operational business.
Other costs including one-off costs in relation to the move to the Main Market and acquisition-related costs are also
excluded to aid comparability of financial performance between different years. Share-based payments charges are not
considered to be representative of the underlying cost base of the business and have therefore been excluded from the
underlying performance of the business.
Underlying operating profit is the measure of segment performance used by the chief operating decision makers as
described in note 5.
Further details, along with reconciliations from IFRS measures of financial performance and liquidity to non-GAAP measures
can be found in note 4.
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
169
168
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Other material accounting policies
Revenue
The Group earns revenue from the provision of risk management and cash management services to clients, and
facilitating the flow of payments.
Risk Management
When the Group enters into a Risk Management contract with a client, it immediately enters into a separate matched
contract with its banking counterparty (“Matched Principle”). Both contracts are derivatives and carried at fair value
through profit or loss.
Spot and forward revenue is recognised when a binding contract is entered into by a client and the rate is fixed and
determined. Revenue represents the difference between the rate offered to clients and the rate the Group pays its
banking counterparties.
Options revenue is recognised when a binding contract is entered into by a client and banking counterparty, and the
revenue is fixed and determined. Revenue represents the difference between the premiums paid by clients and the
premium the Group pays to its banking counterparties.
Payments and collections
Payment and collection services revenue represents the fees and margins generated from both banking and spot
transactions. Account fees are generally charged for payments in and out of accounts and account implementation.
Revenue in respect of transactional banking fees is recognised when a payment is executed, being the time at which the
performance obligation is satisfied.
Annual account fees
Revenue from annual account fees is recognised on a straight-line basis over the 12 months from the date the account
is opened to the subsequent annual renewal date. This reflects the ongoing access to the account and other ancillary
services which are provided to the customer throughout the period the account is open.
Fund Finance
Fund Finance provides advisory services to a certain number of our institutional clients who require intermediary services
to support their funding requirements. Revenue is recognised in the period in which the advisory work is performed.
Cobase
Cobase charge recurring monthly subscription fees for use of their multibank connectivity platform. They also charge
implementation fees and costs per user. Revenue from subscription fees and costs per user are recognised monthly in
line with the invoicing and platform usage.
Details of the Group’s revenue by product can be found in note 5.
Financial instruments
Financial Assets
Initial measurement
All financial assets are measured initially at fair value less transaction costs. The Group’s financial assets include
derivatives not designated as hedging instruments (forward and option contracts with customers and banking
counterparties), derivatives designated as hedging instruments (forward and swap contracts with customers and
banking counterparties) and amortised cost assets (financial assets at amortised cost, other receivables, cash and cash
equivalents and fixed collateral).
Subsequent measurement
IFRS 9 requires the classification of all financial assets to be measured at amortised cost or fair value. Where assets are
measured at fair value, gains and losses are recognised in the Consolidated Statement of Comprehensive Income.
The classification of a financial asset is made at the time it is initially recognised, namely when the Group becomes a party
to the contractual provisions of the instrument. Following initial measurement, the Group measures its financial assets at
fair value through profit or loss or amortised cost, based on the business model for managing the financial instruments and
the contractual cash flow characteristics of the instrument.
Fair value through profit or loss
This category comprises in-the-money derivatives and out-of-money derivatives where the time value offsets the negative
intrinsic value (see “Financial liabilities” section for out-of-money derivatives classified as liabilities). Other than derivative
financial instruments which are not designated as hedging instruments, the Group does not have any financial assets at
fair value through profit or loss.
Amortised cost
The Group’s financial assets measured at amortised cost comprise trade and other receivables, cash and cash equivalents
and fixed collateral in the Consolidated Statement of Financial Position.
De-recognition of financial assets
Financial assets will be de-recognised when the contractual rights to the cash flows from the assets have expired, or when
the Group transfers its contractual rights to receive the cash flows and substantially all of the risk and rewards of the
assets have been transferred.
Impairment
An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.
Impairment losses are recognised in the Consolidated Statement of Comprehensive Income. Impairment provisions are
recognised under the general approach according to a three-stage expected credit loss impairment model. Financial
assets that have not experienced a significant increase in credit risk are categorised as Stage 1 and 12-month expected
credit losses are recognised; financial assets which are considered to have experienced a significant increase in credit
risk since initial recognition are considered to be Stage 2; and financial assets which have defaulted or are otherwise
considered to be credit impaired are allocated to Stage 3. In accordance with IFRS 9, the Group recognises lifetime
expected credit losses in respect of trade receivables under the simplified approach.
2. MATERIAL ACCOUNTING POLICIES [CONT.]
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
171
170
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Financial liabilities
Classification
The Group determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised
initially at fair value and, in the case of other payables and accruals, subsequently measured at amortised cost. The Group’s
financial liabilities include derivative financial liabilities, other payables and accruals.
De-recognition of liabilities
A financial liability is de-recognised when the obligation under the liability is discharged, substantially modified, cancelled
or expires.
Derivative financial instruments
The Group undertakes matched principal broking which involves undertaking immediate back-to-back derivative
transactions with counterparties. These transactions are classified as financial instruments at fair value through profit or
loss and are shown gross unless offset in accordance with the criteria set out below.
Offsetting financial instruments
When there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net
basis or realise the asset and settle the liability immediately, financial assets and liabilities are offset, and the net amount
reported in the Consolidated Statement of Financial Position.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and deposits held at call with banks. The same definition is used for
the purposes of the Consolidated Statement of Cash Flows.
Cash held as collateral with banking counterparties for which the Group does not have immediate access, is shown as fixed
collateral, on the face of the Consolidated Statement of Financial Position.
Client balances
Where client balances are held by the Group, as part of its E-Money obligations those funds must be held in segregated
accounts, not available for use by the Group, and must comply with regulatory safeguarding compliance requirements. The
Group is not a party to the contractual provisions nor a beneficial owner of the funds. As a result, the Group has determined
that it does not have sufficient ownership or control over these balances to include them and their corresponding liability
on the Groups Statement of Financial Position.
Derivative financial instruments and hedge accounting
The Group uses derivative financial instruments to hedge interest rate risk on treasury income receivable, and where
denominated in foreign currency, exchange rate risk.
All derivative financial instruments are initially measured at fair value on the contract date and also at subsequent
reporting dates.
Hedge accounting is applied to financial assets and financial liabilities only where all of the following criteria are met:
−
The hedging relationship consists only of eligible hedging instruments and eligible hedged items.
−
At the inception of a hedge there is formal designation and documentation of the hedging relationship, the Group’s risk
management objective and strategy for undertaking the hedge, the hedged item and hedging instrument, and how the hedge
effectiveness will be assessed;
−
An economic relationship exists between the hedged item and the hedging instrument;
−
Credit risk does not dominate changes in value; and
−
The hedge ratio is the same for both the hedging relationship and the quantity of the hedged item actually hedged and the
quantity of the hedging instrument used to hedge it.
If derivatives do not qualify for hedge accounting, any changes in the fair value of the derivative financial instrument are
recognised in the Consolidated Statement of Comprehensive Income as they arise.
Hedge relationships are classified as cash flow hedges where the derivative financial instruments hedge the Group’s exposure to
variability in cash flows resulting from a highly probable transaction.
Hedge effectiveness checks are carried out routinely. Changes in the fair value of derivative financial instruments that are
designated and effective as hedges of future cash flows are recognised directly in other comprehensive income and any
ineffective portion would be recognised immediately in the income statement. Hedge ineffectiveness can arise from changes
in credit risk of the banking counterparty or from cash balances falling below the notional amounts hedged. If the hedging
derivative expires or is sold, terminated, or exercised, or the hedge no longer meets the criteria for hedge accounting, or the
hedge designation is revoked, hedge accounting is discontinued prospectively.
Fair value
Fair value is 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 Group uses valuation techniques that are appropriate to the circumstances and for which sufficient data is available to
measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair
value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
−
Level 1 quoted (unadjusted) market prices in active markets for identical assets or liabilities.
−
Level 2 valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or
indirectly observable.
−
Level 3 valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities based on the nature,
characteristics and risks of the inputs into the valuations and the level of the fair value hierarchy as explained above.
The Group performs an assessment of fair value on an ongoing basis by as assessing counterparty credit risk via the credit value
adjustment model (see further details in note 3).
2. MATERIAL ACCOUNTING POLICIES [CONT.]
Financial instruments [cont.]
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
173
172
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Share-based payments
The Group issues equity-settled share-based payments to Directors and employees of the Group through the Growth Share
Schemes, Approved and Unapproved Options Schemes and Group Incentive Plan schemes.
Equity-settled share-based schemes are measured at fair value, excluding the effect of non-market-based vesting conditions,
at the date of grant using an appropriate option pricing model. All share schemes are valued using a Monte Carlo simulation
approach. The Growth Share Schemes and Group Incentive Plan schemes have market-based conditions and non-market-
based conditions which exist over revenue-based targets, requiring management to estimate the probability of meeting these
conditions. The Underlying Profit After Tax Share Schemes do not have market-based conditions. All schemes require the
estimation of appropriate attrition rates to estimate the number of share options which are likely to vest.
The fair value of the shares or share options less the subscription price payable by the employees is recognised over the
vesting period to reflect the value of the employee services received. The charge relating to grants to employees of the
Company is recognised as an expense in the Consolidated Statement of Comprehensive Income.
Property, plant and equipment
Owned assets
Property, plant and equipment is stated at cost less accumulated depreciation and where applicable, impairment losses.
Depreciation
Depreciation is charged to the Consolidated Statement of Comprehensive Income on a straight-line basis over the estimated
useful lives of each item of property, plant and equipment.
The estimated useful lives of property, plant and equipment are as follows:
Improvements to property
—
Period of lease, straight line
Fixtures and fittings
—
4 to 5 years straight line
Computer equipment
—
3 years straight line
Intangible assets
Intangible assets not acquired in a business combination consist of internally developed software and domain names.
Expenditure on internally developed software is capitalised if the costs can be reliably measured, the product or process
is technically and commercially feasible, future economic benefits are probable, and the Group has sufficient resources to
complete the development and to use or sell the asset. The assets are initially recorded at cost including labour, directly
attributable costs and any third-party expenses, and amortised over their useful economic lives of 3 years from the date of
first use.
Intangible assets acquired in a business combination are identified and recognised separately from goodwill where they
satisfy the definition of an intangible asset and their fair values can be measured reliably. The cost of such intangible assets is
their fair value at the acquisition date.
Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less
accumulated amortisation and accumulated impairment losses. The amortisation and impairment losses of intangible
assets acquired in a business combination are classified as non-underlying in the income statement.
The estimated useful lives of intangible assets are as follows:
Internally generated software and Domain names
—
3 years straight line
Software obtained through acquisition
—
3 years straight line
Brand
—
10 years straight line
Customer relationships
—
14 years straight line
Leases
In accordance with IFRS 16 Leases, the Group recognises a right-of-use asset and corresponding liability at the date at
which the leased asset is available for use.
Right-of-use assets are recorded initially at cost and amortised on a straight-line basis over the lease term. Cost is defined
as the net present value of the lease liabilities, plus any initial costs and dilapidation provisions, less any lease incentives
received. The right-of-use asset is tested for impairment if there are any indicators of impairment.
The lease liability is measured at the present value of the lease payments, discounted at the rate implicit in the lease, or if
that cannot be readily determined, at the lessee’s incremental borrowing rate specific to the term, country, currency and
start date of the lease.
The finance cost is charged to the Consolidated Statement of Comprehensive Income over the lease period so as to
produce a constant periodic rate of interest on the remaining balance of the liability for each period.
Sales commissions
Sales commissions are recognised as an expense in the period in which the revenue is generated and paid in arrears.
Taxes
Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at
the reporting date.
Deferred income tax
Deferred income tax is provided on all temporary differences at the reporting date arising between the tax bases of assets
and liabilities and their carrying amounts for financial reporting purposes. Deferred tax is calculated at the tax rates that
are expected to apply in the period when the liability is settled or the asset realised, based on the tax rates that have been
enacted or substantively enacted at the balance sheet date.
2. MATERIAL ACCOUNTING POLICIES [CONT.]
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
175
174
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available
against which the difference can be utilised.
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and
liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
Business combinations
Goodwill arising on the acquisition of subsidiaries represents the excess of the cost over the fair value of the identifiable
net assets acquired at the date of the acquisition and is carried at cost less any accumulated impairment losses.
Goodwill is not subject to amortisation but is tested annually for impairment. Impairment is determined by assessing the
recoverable amount of the cash generating units that are expected to benefit from the synergies of the combination,
irrespective of whether other assets or liabilities of the Group are assigned to those units.
Fair value of acquired intangible assets – 2023 Cobase acquisition
The fair value of acquired intangible assets, and therefore the resulting goodwill recognised on acquisition is significantly
affected by a number of factors. These include management’s best estimates of future performance including forecast
revenue, expected revenue attrition, forecast operating margin, any contributory assets changes, and estimates of the
return required to determine an appropriate discount rate (in order to calculate the net present value of the assets at
acquisition).
3. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of the Group’s financial statements requires management to make estimates, judgements and
assumptions about the carrying amounts of assets and liabilities. Uncertainty about these assumptions and estimates
could result in outcomes that could require a material adjustment to the carrying amount of the assets or liability affected
in the future.
The estimates and underlying assumptions are reviewed on an ongoing basis. In the process of applying the Group’s
accounting policies, management has made the following judgements and estimates which have the most significant
effect on the amounts recognised in the Consolidated Financial Statements.
Significant estimates
Impairment of financial assets
An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.
Impairment losses are recognised in the Consolidated Statement of Comprehensive Income. The Group performs an
assessment of significant increase in credit risk on an annual basis, as well as assessing counterparty credit risk on an
ongoing basis via the credit value adjustment model.
Fair value - Credit valuation adjustment
The credit value adjustment of £4.4m (2023: £3.0m) has been calculated by management based on the assumption that
the Group will be unable to collect all the receivable amounts due under the contract terms, and therefore, is a method of
counterparty credit risk management. In order to calculate expected future cash flows, management make an estimate using
the latest real-time market information, forward-looking volatility, credit quality of the borrower, and experience.
Significant judgements
Development costs
Development costs that are directly attributable to the development of a project are capitalised based on management’s
assessment of the likelihood of a successful outcome for each project. This is based on management’s judgement that
the project is technologically, commercially and economically feasible in accordance with IAS 38 Intangible Assets. In
determining the amount to be capitalised, management makes assumptions regarding the expected future cash generation
of the project, i.e. Group revenue, and the expected period of benefits.
Share-based payments – Option fair values
As described in note 2, equity settled share awards are recognised as an expense based on their fair value at date of grant.
The fair value of these share option schemes are estimated through the use of option valuation models which require an
element of judgement in assessing the inputs. Judgement is also exercised in assessing the number of options subject to
non-market vesting conditions that will vest. Further details are set out in note 24.
Carrying value of goodwill attributable to Cobase – estimation of recoverable amount
Goodwill of £4.7m arose on the acquisition of Financial Transaction Services B.V. (trading as “Cobase”) (see note 25), and is
tested for impairment annually. Recoverable amount has been assessed based on estimates of the fair value less cost to sell.
In making this determination, management has estimated the appropriate range of market multiples to be applied to Cobase.
Further details are set out in note 12.
4. ALTERNATIVE PERFORMANCE MEASURES
The Group uses alternative performance measures to monitor financial performance and cash flows (we refer to these
results as ‘adjusted’ or ‘underlying’). This is consistent with the way that financial performance is measured by management
and reported to the Executive Committee and Board. These measures are not measures of performance under IFRS and
should be considered in addition to, and not as a substitute for, IFRS measures of financial performance and liquidity. These
measures may not be comparable across companies.
Financial performance
This note analyses non-underlying items, which are included in our results for the year but are excluded from underlying
operating profit, underlying Profit before taxation and underlying EPS.
2. MATERIAL ACCOUNTING POLICIES [CONT.]
Taxes [cont.]
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
177
176
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Non-underlying items in the year are made up of the below charges/ (credits):
31 December 2024
£’000
31 December 2023
£’000
Acquisition costs in relation to business combinations
104
487
Other M&A related integration and transaction costs
-
62
Costs associated with the move from AIM to the Main Market
2,746
248
Amortisation of purchased intangible assets
82
(10)
Share-based payments charge/(credit)
5,325
(58)
TOTAL NON-UNDERLYING ITEMS
8,257
729
Share based payments and amortisation of intangible assets are non-cash underlying items, the cash flow impact of the other
non-underlying items is not materially different from their impact on the Consolidated Statement of Comprehensive Income.
The following tables show the reconciliation of the Group’s statutory financial performance measures to our underlying
financial performance measures:
Year ended 31 December 2024
Operating
profit
Profit
before tax
Profit
after tax
Earnings
attributable to
equity holders
Basic
EPS
£’000
£’000
£’000
£’000
Pence
STATUTORY MEASURE
118,295
123,114
92,725
93,019
215.7
(Deduct)/add back:
NTI - client funds
(83,996)
(83,996)
(83,996)
(83,996)
(194.8)
Non-underlying items
8,257
8,257
8,257
8,257
19.2
Tax effect of above items*
-
-
19,971
19,971
46.3
UNDERLYING MEASURE
42,556
47,375
36,957
37,251
86.4
* The tax effect includes £20,999k on the NTI client funds, £876k of allowable share-based payment charges across the Group and £152k
of allowable costs associated with the move from AIM to the Main Market.
Year ended 31 December 2023
Operating
profit
Profit
before tax
Profit
after tax
Earnings
attributable to
equity holders
Basic
EPS
£’000
£’000
£’000
£’000
Pence
STATUTORY MEASURE
112,152
115,934
88,792
88,825
206.2
(Deduct)/add back:
NTI - client funds
(73,676)
(73,676)
(73,676)
(73,676)
(171.0)
Non-underlying items
729
729
729
729
1.7
Tax effect of above items
-
-
17,143
17,143
39.8
UNDERLYING MEASURE
39,205
42,987
32,988
33,021
76.7
Cash flows
The Group’s statutory cash position can fluctuate significantly from day to day due to the impact of changes in: collateral
paid to banking partners, margin received from clients, early settlement of trades, or the unrealised mark-to-market profit
or loss from client swaps. These movements result in an increase or decrease in cash with a corresponding change in other
payables and trade receivables. Therefore, in addition to the statutory cash flow, the Group presents an adjusted net cash
summary excluding these items, shown below. On this basis, adjusted net cash increased in the year by £39m to £217.5m.
31 December 2024
£’000
31 December 2023
£’000
STATUTORY CASH AND CASH EQUIVALENTS
252,468
197,941
Variation margin (receivable from)/paid to banking counterparties*
(13,097)
11,125
239,371
209,066
Margin received from clients**
(35,336)
(51,137)
Net MTM timing of profit from client drawdowns and extensions
within trade receivables
13,503
20,897
ADJUSTED NET CASH***
217,538
178,826
*
Includes MTM on Alpha’s interest rate swaps
** Included in ‘other payables’ within ‘trade and other payables’.
*** Excluding collateral received from clients, collateral paid to banking counterparties, early settlement of trades and the
unrealised mark to market profit or loss from client swaps and rolls.
5. SEGMENTAL REPORTING
During the year the Group has evolved its organisational structure from a product centric structure to a client centric
structure and as a result this structure has been mirrored within the presentation of the financial statements in accordance
with IFRS. The Group now comprises three operating segments which are Corporate, Private Markets* and Cobase. These
align with the management accountabilities for performance management and the basis for internal financial reporting and
represent our reportable segments. These three segments are explained further as below:
−
Corporate focuses on currency risk management to corporate clients, primarily for the purpose of hedging
commercial foreign exchange exposures.
−
Private Markets includes Accounts & Payments- simplified formation and management of currency accounts,
coupled with efficient and reliable multi-currency payments across key investment jurisdictions. Currency
management: strategic advisory and execution services for managing currency exposures, with a growing focus
on interest rate risk management and Fund Finance: streamlined debt-sourcing and expert advisory around the
structuring of facilities.
−
Cobase, a Dutch based company that was acquired by the Group in December 2023. Cobase is a cloud-based
provider of bank connectivity technology that enables corporates to manage their banking relationships and
transactions.
* As described further in the Chief Executive’s Statement, the Institutional division has been renamed to “Private Capital Markets” or
“Private Markets” for short. This change has been made as it is a clearer description of the types of clients that Alpha service.
4. ALTERNATIVE PERFORMANCE MEASURES [CONT.]
Financial performance [cont.]
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
179
178
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
The chief operating decision makers, being the Group’s Chief Executive Officer and the Chief Financial Officer, monitor the
results of the three operating segments separately each month. Key measures of operating segments used to evaluate
performance are revenue, and underlying profit before taxation. Management believe that these measures are the most
relevant in evaluating the performance of the segment and for making resource allocation decisions.
The Group has disclosed revenue for each segment disaggregated between Risk Management, Accounts & Payments and
Platform fees, to assist users in understanding the product mix. All costs are attributed to these segments.
As explained further in note 4, the Group excludes ‘Net treasury income - client funds’ from the definition of underlying
profit. ‘Net treasury income – own funds’ relates to interest earned on client margin held by the Corporate division and is
incorporated in the definition of underlying profit for that business as this income is a direct consequence of operational
activities.
The Corporate division has overseas offices in Australia, Canada, Netherlands, Italy, Spain and Germany. In 2024, these
offices contributed aggregate revenue of £27.2m and underlying profit before taxation of £6.6m (£18.7m and £3.8m
underlying profit respectively in prior year). A small component of Private Markets costs arise in Luxembourg, and the
profit related to the Malta office has been allocated between the various European entities it supports.
2024
Corporate
Private
Markets
Cobase
Total
£’000
£’000
£’000
£’000
Risk Management*
63,759
28,344
-
92,103
Accounts & Payments**
-
40,610
-
40,610
Platform fees
-
-
2,887
2,887
TOTAL REVENUE
63,759
68,954
2,887
135,600
Net treasury income - own funds
1,307
-
-
1,307
SEGMENT INCOME
65,066
68,954
2,887
136,907
Operating costs***
(39,261)
(49,893)
(5,197)
(94,351)
UNDERLYING OPERATING PROFIT
25,805
19,061
(2,310)
42,556
Finance Income
6,016
37
-
6,053
Finance expensefunds
(457)
(777)
-
(1,234)
UNDERLYING PROFIT BEFORE TAXATION
31,364
18,321
(2,310)
47,375
Net treasury income - client funds
4,059
79,937
-
83,996
Non-underlying items
(8,257)
PROFIT BEFORE TAXATION
123,114
2023
Re-presented
Corporate
Private
Markets
Cobase
Total
£’000
£’000
£’000
£’000
Risk Management*
52,811
23,518
-
76,329
Accounts & Payments**
-
33,927
-
33,927
Platform fees
-
-
186
186
TOTAL REVENUE
52,811
57,445
186
110,442
Net treasury income - own funds
1,843
-
-
1,843
SEGMENT INCOME
54,654
57,445
186
112,285
Operating costs***
(34,060)
(38,586)
(434)
(73,080)
UNDERLYING OPERATING PROFIT
20,594
18,859
(248)
39,205
Finance Income
4,611
-
5
4,616
Finance expensefunds
(399)
(435)
-
(834)
UNDERLYING PROFIT BEFORE TAXATION
24,806
18,424
(243)
42,987
Net treasury income - client funds
5,534
68,142
-
73,676
Non-underlying items
(729)
PROFIT BEFORE TAXATION
115,934
*
Risk Management represents revenue derived from forward, spot, and option contracts provided to corporate and
private market clients, primarily for the purpose of hedging commercial foreign exchange exposures.
** Accounts & Payments represents revenues derived from fees and foreign exchange spot contracts generated from the
provision of cross border payments, collections and annual account fees to corporates and private markets, as well as
Fund Finance advisory fees.
*** Operating costs excludes non-underlying items as set out in Note 4 above.
All revenue is from external customers and is based on the location of those customers.
No customer represents more than 10% of revenue and the Group does not believe there is undue reliance on any specific
sub-set of customers.
Revenue by region of customer
31 December 2024
£’000
31 December 2023
£’000
United Kingdom
43,578
40,252
Europe
68,847
55,238
Canada
4,389
4,251
Rest of world
18,786
10,701
TOTAL
135,600
110,442
Revenue by product
31 December 2024
£’000
31 December 2023
£’000
Forward transactions
63,268
51,966
Spot transactions
32,590
31,791
Option contracts
11,650
7,823
Payments, accounts and advisory fees
25,205
18,676
Platform fees
2,887
186
TOTAL
135,600
110,442
5. SEGMENTAL REPORTING [CONT.]
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
181
180
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Forward, spot and option revenues are accounted for under IFRS 9 - Financial Instruments, and the remaining revenue
streams i.e. payments, accounts, advisory and platform fees fall under IFRS 15 - Revenue from Contracts with Customers.
The table below discloses non-current assets (excluding financial instruments and deferred tax) by location:
Non-current assets
31 December 2024
£’000
31 December 2023
£’000
Re-presented*
United Kingdom
26,879
29,911
Malta
6,068
5,287
The Netherlands
10,454
11,855
Canada
1,032
1,336
Other
1,713
19
TOTAL NON-CURRENT ASSETS
46,146
48,408
*
The 2023 prior year re-presentation relates to the exclusion of derivative financial assets which has been disclosed separately in line
with IFRS 9 (see note 16).
No information is provided for segment assets or segment liabilities as this measure is not reported to the chief operating
decision makers.
6. OPERATING PROFIT
Operating profit is stated after charging/(crediting):
31 December 2024
£’000
31 December 2023
£’000
Staff costs (note 8)
56,596
37,665
Depreciation of owned property, plant and equipment
1,782
1,325
Amortisation of intangible assets*
6,595
3,111
Depreciation of right-of-use assets
2,793
1,939
Rental costs for short-term leases
1,022
897
Loss on disposal of fixed assets
224
8
Gain on disposal of right-of-use asset
(93)
-
Impairment of intangible assets
3
26
Bad debt expense
508
135
Net foreign exchange (gains)/losses
(409)
372
Audit fees
Audit fees in respect of the Group, Company and subsidiary financial
896
758
Non Audit fees
Fees in respect of CASS Limited Assurance
10
10
Fees associated with the move from AIM to the Main Market
498
-
* Amortisation of intangible assets includes a charge of £6,513k (2023: charge of £3,121k) relating to internally generated software
and a charge of £82k (2023: credit of £10k) relating to brand and customer relationships.
7. FINANCE INCOME AND EXPENSES
31 December 2024
£’000
31 December 2023
£’000
FINANCE INCOME
Interest on bank deposits
5,945
4,491
Other interest receivable
108
125
TOTAL
6,053
4,616
31 December 2024
£’000
31 December 2023
£’000
FINANCE EXPENSES
Finance expense on dilapidation provision
(34)
(41)
Finance expense on lease liabilities (note 14)
(1,200)
(793)
TOTAL
(1,234)
(834)
8. EMPLOYEE COSTS
Staff costs, including Directors’ remuneration, were as follows:
31 December 2024
£’000
31 December 2023
£’000
Wages and salaries
45,293
33,360
Social security costs
5,096
3,485
Share-based payment charge/(credit)
5,325
(58)
Other pension costs
882
878
EMPLOYEE BENEFIT EXPENSE INCLUDED IN OPERATING PROFIT
56,596
37,665
During the year 2024, the research and development expenditure credit (RDEC) of £393,503 (2023: £802,463) was offset
against employee costs.
The average number of employees, including the Executive Directors, was as follows:
31 December 2024
No.
31 December 2023
No.
Executive Directors
3
3
Sales, administration and support staff
521
431
TOTAL
524
434
Remuneration of key management personnel
Key management personnel represent those personnel who have authority and responsibility for planning, directing
and controlling the activities of the Group, including Non-Executive Directors. There were 12 individuals classified as key
management personnel in the Group in 2024 (2023: 15).
5. SEGMENTAL REPORTING [CONT.]
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
183
182
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Key management remuneration and benefits include:
31 December 2024
£’000
31 December 2023
Restated1
£’000
Wages and salaries
3,983
2,533
Social security costs
526
285
Share-based payments
1,085
5,550
Defined contribution scheme
32
46
TOTAL
5,626
8,414
1 The prior year share-based payment amount has been restated. Previously the amount disclosed equated to the share-based payment
charge included in the financial statements.
Share-based payments in the above table comprise the aggregate amount of gains by directors on the exercise of share
options in the year, being the difference between the market price of the shares on the day on which the options exercised,
and the price paid for the shares.
During 2024, retirement benefits in respect of defined contribution pension schemes accrued to 10 (2023: 10) individuals who
are regarded as key management personnel.
9. TAXATION
Tax charge
31 December 2024
£’000
31 December 2023
£’000
CURRENT TAX:
UK Corporation tax on the profit for the year
31,172
24,536
Adjustments relating to prior years
(215)
(633)
Overseas corporation tax on the profit for the year
744
219
TOTAL CURRENT TAX
31,701
24,122
DEFERRED TAX
Origination and reversal of temporary differences current year
(427)
3,020
Adjustment relating to prior year
(885)
-
TOTAL DEFERRED TAX
(1,312)
3,020
TOTAL TAX EXPENSE
30,389
27,142
Deferred tax has decreased due to the comparatively high level of prior year investments in assets and the acquisition
of Cobase.
Factors affecting tax charge for the year
31 December 2024
£’000
31 December 2023
£’000
Profit on ordinary activities before tax
123,114
115,934
Profit on ordinary activities multiplied by the effective standard rate of UK
corporation tax of 25% (2023: 23.5%)
30,779
27,244
Effects of:
Expenses not deductible for tax purposes
610
561
Unutilised trading losses different tax rates applied in overseas jurisdictions
44
93
Adjustments relating to prior years
(1,101)
(633)
Deferred tax not recognised on losses unutilised
57
-
Unutilised trading losses
-
(102)
Trading losses brought forward
-
(21)
TOTAL TAX CHARGE FOR THE YEAR
30,389
27,142
During the year, management identified that a £1.1m deferred tax liability recognised at 31 December 2023 in relation to the
Cobase business had been overstated and the charge has been corrected in the current year. In addition, the Group has
recognised a deferred tax asset of £0.4m in respect of future tax deductions for the amortisation of customer lists in Malta.
This asset is expected to be amortised over the next two years.
Deferred tax
The deferred taxation liability is based on the expected future rate of corporation tax of 25% (2023: 25%) and comprises the
following:
31 December 2024
£’000
31 December 2023
£’000
LIABILITIES
At 1 January
5,305
1,387
UK & overseas tax charge relating to current year from continuing operations
(343)
1,960
UK tax charge relating to current year from acquired operations
(971)
1,060
Fair market value at acquisition
-
102
Tax credit relating to foreign exchange rate movements
-
(2)
Tax (credit)/charge on other comprehensive income
(330)
798
TOTAL DEFERRED TAX LIABILITY
3,661
5,305
The UK deferred tax liability as at 31 December 2024 and as at 31 December 2023 principally relates to the tax effect of timing
differences in respect of fixed assets.
8. EMPLOYEE COSTS [CONT.]
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
185
184
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Deferred tax - balance
31 December 2024
£’000
31 December 2023
£’000
LIABILITIES
Fixed asset differences
3,890
4,564
Fair market value at acquisition
-
102
Right-of-use assets
2
-
Losses
(115)
-
Foreign exchange rate movements
-
1
Future tax deductions for amortisation of customer lists in Malta
(405)
-
Gain recognised on hedging instruments
289
638
TOTAL DEFERRED TAX LIABILITY
3,661
5,305
Losses of €28m (tax effect €4.4m) arose for periods prior to the 2023 acquisition of Financial Transaction Services B.V.
(Cobase). Under Dutch tax regulations these losses can be carried forward indefinitely but are only available for offset against
a limited portion of profits in any given year. Based on the latest forecasts, no material losses are expected to be utilised in
the near term and accordingly no deferred tax asset has been recognised. Losses in other jurisdictions carried forward for
which no deferred tax asset has been recognised total £0.14m.
Deferred tax on each component of other comprehensive income/(expense) is as follows:
31 December 2024
31 December 2023
Before tax
£’000
Tax
£’000
After tax
£’000
Before tax
£’000
Tax
£’000
After tax
£’000
CASH FLOW HEDGES
(Losses)/gains recognised on hedging
instruments
(1,318)
329
(989)
3,193
(798)
2,395
Exchange loss arising on translation of
foreign operations
(2,485)
-
(2,485)
(679)
-
(679)
TOTAL TAX (CHARGE)/CREDIT ON OTHER
COMPREHENSIVE INCOME/(EXPENSE)
(3,803)
329
(3,474)
2,514
(798)
1,716
10. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the profit for the year attributable to equity holders of the Parent, by
the weighted average number of ordinary shares in issue during the financial year. Diluted earnings per share additionally
includes in the calculation, the weighted average number of ordinary shares that would be issued on conversion of any
dilutive potential ordinary shares. The dilutive effect is calculated on the full exercise of all potentially dilutive ordinary share
options granted by the Group.
The underlying calculation excludes the impact of net treasury income on client funds and other non-underlying items and
their tax effect. This better enables comparison of financial performance in the current year with comparative years.
31 December 2024
Pence
31 December 2023
Pence
Basic earnings per share
215.7p
206.2p
Diluted earnings per share
211.7p
203.4p
Underlying – basic
86.4p
76.7p
Underlying – diluted
84.8p
75.6p
The calculation of basic and diluted earnings per share is based on the following number of shares:
31 December 2024
No.
31 December 2023
No.
Basic weighted average shares
43,119,507
43,072,098
Contingently issuable shares
818,677
593,955
Diluted weighted average shares
43,938,184
43,666,053
As set out in note 24, the number of shares which are contingently issuable in respect of a number of employee incentive
schemes will be determined based on the change in market capitalisation of the Group over a 60 business-day period
running from 20 December 2024 to 18 March 2025. For the purposes of diluted EPS shown above the figure has been
determined as if the market condition was finalised at the balance sheet date i.e. it has been based on the change in market
capitalisation between 20 December 2024 and 31 December 2024.
As set out in note 21, £19.3m of purchases of shares by the Company during the year, and a further £3.5m post year end had
been made otherwise than in accordance with the Companies Act 2006. The basic and diluted weighted average number of
shares in issue shown above excludes these purchases. Had these been made in accordance with the legal requirements, the
basic weighted average number of shares would have been 470,609 lower.
As at market close on 18 March 2025, excluding these purchases, the Group had 42,976,487 shares in issue. Had all purchases
of shares been in accordance with the Act, this figure would have been 1,063,556 lower, or 41,912,931.
9. TAXATION [CONT.]
Deferred tax [cont.]
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
187
186
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
11. DIVIDENDS
31 December 2024
£’000
31 December 2023
£’000
Final Plc dividend for the year ended 31 December 2022 of 11.0p per share
-
4,765
Interim Plc dividend for the year ended 31 December 2023 of 3.7p per share
-
1,603
Final Plc dividend for the year ended 31 December 2023 of 12.3p per share
5,308
-
Interim Plc dividend for the year ended 31 December 2024 of 4.2p per share
1,776
-
7,084
6,368
All dividends paid by Alpha Group International plc are in respect of the ordinary shares of £0.002 each.
In addition to the dividends paid to ordinary shareholders of the Group shown above, the Consolidated Statement of Changes
in Equity includes £2,229k (2023: £2,762k) of dividends paid to subsidiary shareholders. See note 15 for further details.
The Directors propose that a final dividend in respect of the year ended 31 December 2024 of 14.0p per share amounting
to circa £5,870k will be paid on 23 May 2025 to all shareholders on the register of members on 25 April 2025. This dividend
is subject to approval by shareholders at the AGM and has not been accrued as a liability in these Financial Statements in
accordance with IAS 10 ‘Events after the reporting period’.
The Directors have proposed the final dividend having satisfied themselves as to the adequacy of distributable reserves of the
Company as at 28 February 2025.
As noted in Chief Financial Officer’s Report, the Company has discovered that the interim dividend for the year ended 31
December 2024 (£1.8m) and the interim dividends paid on 13 October 2017 and the FY21 interim dividend paid on 8 October
2021 (together £0.7m) were made otherwise than in accordance with the Companies Act 2006.
As a result, the Company and its Directors at the relevant time could have claims against the shareholders who received these
dividends. The Company has no intention of pursuing any such claims and the financial statements have accordingly not been
restated for the effect of the distributions made otherwise than in accordance with the Act.
Instead, the Company is proposing certain resolutions at its forthcoming AGM to put the Company, its current and former
shareholders and its current and former directors in the position they would have been in, had the dividends fully complied
with the Act. This includes resolutions to appropriate distributable profits to the dividends that have arisen subsequently. This
also includes entering into deeds of release to release the shareholders who received these dividends, and the Directors of
the Company at the time the dividends were made, from any liability to repay any amounts to the Company.
The Directors are related parties of the Company and therefore the entry by the Company into a deed of release in favour of
the Directors will constitute a related party transaction for the purposes of the Listing Rules.
Subsequent to the reporting date, on 28 February 2025, the Company received a £50m dividend from its subsidiary, Alpha FX
Limited. As at that date, the Company’s distributable reserves were £26.9m. Interim Accounts for the Company have been drawn
up to that date and have been lodged with Companies House as they comprise ‘Relevant Accounts’ for the purposes of the final
dividend declaration.
12. INTANGIBLE ASSETS
Goodwill*
£’000
Software
£’000
Domain
names
£’000
Brand
£’000
Customer
relationships
£’000
Total
£’000
COST
At 1 January 2023
-
7,295
62
-
-
7,357
Additions
-
8,025
-
-
-
8,025
Impairment
-
(1,985)
-
-
-
(1,985)
On business combinations
4,707
3,292
-
542
438
8,979
Foreign exchange translation
-
33
-
-
-
33
AT 31 DECEMBER 2023
4,707
16,660
62
542
438
22,409
Additions
-
7,739
-
-
-
7,739
Impairment
-
(1,603)
(37)
-
-
(1,640)
Foreign exchange translation
(181)
(209)
-
(21)
(17)
(428)
AT 31 DECEMBER 2024
4,526
22,587
25
521
421
28,080
AMORTISATION
At 1 January 2023
-
2,517
26
-
-
2,543
Charge for the year
-
3,083
21
5
2
3,111
Impairment
-
(1,959)
-
-
-
(1,959)
AT 31 DECEMBER 2023
-
3,641
47
5
2
3,695
Charge for year
-
6,502
11
52
30
6,595
Impairment
-
(1,600)
(37)
-
-
(1,637)
Foreign exchange translation
-
(56)
-
-
-
(56)
AT 31 DECEMBER 2024
-
8,487
21
57
32
8,597
NET BOOK VALUE
At 1 January 2023
-
4,778
36
-
-
4,814
At 31 December 2023
4,707
13,019
15
537
436
18,714
AT 31 DECEMBER 2024
4,526
14,100
4
464
389
19,483
*
Goodwill of £4.7m arose on the acquisition of Financial Transaction Services B.V. (trading as “Cobase”) (see note 25), and has been fully
allocated to the Cobase business unit. Management performed an impairment test by comparing the carrying value of the Cobase CGU
against its recoverable amount, based on fair value less costs of disposal. The fair value less cost of disposal was determined with reference
to a range of relevant market multiples for specific SAAS businesses in the banking technology sector comparable to Cobase, sourced from
external market reports, and considering them in conjunction with Cobase’s actual revenue realisation to date, budgeted revenue for 2025
and annual recurring revenue (“ARR”) as at 31 December 2024. The model is categorised within Level 3 of the fair value hierarchy as set out
in note 2. The review considered a range of scenarios, all of which indicate fair value less cost of disposal is comfortably in excess of the
carrying amount.
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
189
188
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
13. PROPERTY, PLANT AND EQUIPMENT
Leasehold
improvements
£’000
Fixtures &
fittings
£’000
Computer
equipment
£’000
Total
£’000
COST
At 1 January 2023
2,767
986
1,152
4,905
Additions
4,675
1,403
849
6,927
On business combinations
-
-
11
11
Disposals
-
(6)
(12)
(18)
Foreign exchange translation
(41)
(7)
(5)
(53)
AT 1 JANUARY 2024
7,401
2,376
1,995
11,772
Additions
484
132
422
1,038
Disposals
(317)
(85)
(5)
(407)
Foreign exchange translation
(150)
(33)
(22)
(205)
AT 31 DECEMBER 2024
7,418
2,390
2,390
12,198
DEPRECIATION
At 1 January 2023
554
501
602
1,657
Charge for the year
534
320
471
1,325
Disposals
-
(1)
(4)
(5)
Foreign exchange translation
(2)
(1)
(2)
(5)
AT 1 JANUARY 2024
1,086
819
1,067
2,972
Charge for the year
828
424
530
1,782
Disposals
(142)
(38)
(3)
(183)
Foreign exchange translation
(23)
(9)
(11)
(43)
AT 31 DECEMBER 2024
1,749
1,196
1,583
4,528
NET BOOK VALUE
At 1 January 2023
2,213
485
550
3,248
At 31 December 2023
6,315
1,557
928
8,800
AT 31 DECEMBER 2024
5,669
1,194
807
7,670
14. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
Leases where the Group is a lessee are accounted for by recognising a right-of-use asset and a lease liability except for
leases of low value assets and leases with a term of 12 months or less. The Group has only property leases.
During the year, the Group signed two new leases for office premises in Italy and Australia. The Group exited a lease early in
Bristol and recognised a gain on disposal of £92,822 (see note 6).
Right-of-use assets
31 December 2024
£’000
31 December 2023
£’000
At 1 January
20,894
11,848
Additions
1,347
10,954
Additions in relation to business combination
-
182
Depreciation charge for the year
(2,793)
(1,939)
Disposals
(164)
-
Foreign exchange translation
(291)
(151)
AT 31 DECEMBER
18,993
20,894
Lease liabilities
31 December 2024
£’000
31 December 2023
£’000
At 1 January
22,720
13,074
Additions
1,288
10,405
Additions in relation to business combination
-
182
Disposals
(194)
-
Finance cost (note 7)
1,200
793
Payments in the year
(2,210)
(1,572)
Foreign exchange translation
(297)
(162)
AT 31 DECEMBER
22,507
22,720
31 December 2024
£’000
31 December 2023
£’000
Maturity analysis:
Not later than 1 year
2,180
1,028
Later than 1 year and not later than 5 years
10,661
11,014
Later than 5 years
9,666
10,678
TOTAL LEASE LIABILITIES
22,507
22,720
31 December 2024
£’000
31 December 2023
£’000
Analysis:
Current
2,180
1,028
Non-current
20,327
21,692
TOTAL LEASE LIABILITIES
22,507
22,720
The total undiscounted payments committed to over the remaining useful life of the respective leases as of the end of 31
December 2024 amounted to £27,605,601.
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
191
190
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Amounts recognised in the Consolidated Statement of Comprehensive Income
31 December 2024
£’000
31 December 2023
£’000
Depreciation charge on right-of-use assets (note 6)
2,793
1,939
Interest on lease liabilities (note 7)
1,200
793
Rental costs for short-term leases (note 6)
1,022
897
TOTAL
5,015
3,629
The rental costs for short-term leases amounting to £1,022,363 (2023: £897,069) relate to leases of less than one year for
premises for a number of the Group’s overseas offices.
15. SUBSIDIARIES
The Group’s subsidiaries as at 31 December 2024 are as follows:
Name
Country
of incorporation
Proportion of
ordinary shares held
DIRECT HOLDING
Alpha FX Limited
England1
100%
Active
Alpha Agency Solutions Ltd
England1
100%
Active
Financial Transaction Services B.V.
Netherlands6
84.4%
Active
INDIRECT HOLDING
Alpha FX Institutional Limited
England1
100%
Active
Alpha Foreign Exchange (Canada) Limited
Canada2
100%
Active
Alpha FX Netherlands Limited
England1
100%
Active
Alpha FX Europe Limited
Malta3
100%
Active
Alpha FX Australia Pty Ltd
Australia4
100%
Active
AGI Financial PTE. Ltd.
Singapore5
100%
Non-trading
Registered addresses:
1.
Brunel Building, 2 Canalside Walk, London, UK, W2 1DG
2.
Suite 2400, 745 Thurlow Street, Vancouver BC, V6E0C5, Canada
3.
171, Old Bakery Street, Valletta VLT1455, Malta
4.
c/o Intertrust Australia Pty Ltd, Suite 2, Level 25, 100 Miller Street, North Sydney, NSW 2060
5.
14 Robinson Road #12-01/02, Far East Finance Building, Singapore (048545)
6.
Haaksbergweg 75, 1101BR Amsterdam
The principal activity of the Group and its subsidiary undertakings is the development of financial strategies and
technologies to assist corporates and private market organisations in their risk management, mass payments and
account opening requirements. The accounting year-ends of all subsidiaries is 31 December.
Shares in all indirect subsidiary holdings are held by Alpha FX Limited. In addition, certain employees also own
interests in indirect subsidiaries through shares of a separate class which were issued on granting of awards under
certain share-based payment schemes as set out in note 24. These shares confer dividend rights over the duration of
the share scheme performance period, but confer no other ownership interest, and on vesting will convert to shares
in the parent company, to the extent vesting criteria are met at which point the subsidiary shares are paid for.
In accordance with IFRS 2 Share-Based Payment, share ownership schemes that grant employees shares or options
in subsidiaries, with conversion rights to the holding company should be accounted for under IFRS 2, rather than a
non-controlling interest in a subsidiary. Accordingly, we disclose the Group as holding 100% of the ordinary shares
in these entities. Dividends paid to employees as a result of their share ownership under these arrangements are
disclosed as dividends paid to subsidiary shareholders in the Consolidated Statement of Cash Flows.
In October 2024 Alpha FX Italy Limited was dissolved and transferred to a branch of Alpha FX Europe Limited.
In December 2023 86.36% of Financial Transaction Services B.V. (trading as Cobase) was acquired as part of a
business combination (see note 25). In August 2024 Alpha acquired a further 0.51% for a consideration of €56,495 as
a result of a non-controlling interest selling shares in the subsidiary bringing Alpha’s holding to 86.87%.
16. DERIVATIVE FINANCIAL ASSETS AND FINANCIAL LIABILITIES
Derivative financial assets not designated as hedging instruments
31 December 2024
31 December 2023
Fair value
£’000
Notional
principal
£’000
Fair value
Restated1
£’000
Notional
principal
Restated2
£’000
Forward and option contracts with customers
156,570
4,332,514
99,738
1,939,848
Forward and option contracts with banking counterparties
1,634
140,240
3,043
2,013,748
Other forward contracts
842
54,074
-
-
159,046
4,526,828
102,781
3,953,596
1
The prior year restatement is detailed further within note 19.
2
The prior year notional principal has been restated to reflect the correct GBP notional amounts.
14. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES [CONT.]
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
193
192
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Derivative financial assets designated as hedging instruments
31 December 2024
31 December 2023
Fair value
£’000
Notional
principal
£’000
Fair value
£’000
Notional
principal
£’000
Forward contracts
-
-
156
3,913
Swap contracts
2,099
699,831
2,398
825,546
2,099
699,831
2,554
829,459
Total Derivative financial assets
31 December 2024
31 December 2023
Fair value
£’000
Notional
principal
£’000
Fair value
Restated1
£’000
Notional
principal
Restated2
£’000
161,145
5,226,659
105,335
4,783,055
31 December 2024
Fair value
£’000
31 December 2023
Fair value
Restated
£’000
Analysis:
Current
132,446
90,966
Non-current
28,699
14,369
TOTAL DERIVATIVE FINANCIAL ASSETS
161,145
105,335
Derivative financial liabilities not designated as hedging instruments
31 December 2024
31 December 2023
Fair value
£’000
Notional
principal
£’000
Fair value
£’000
Notional
principal
Restated2
£’000
Forward and option contracts with customers
98,839
3,771,123
37,584
3,293,038
Forward and option contracts with banking counterparties
9,073
2,553,445
2,559
441,478
Other forward contracts
-
-
67
33,090
107,912
6,324,568
40,210
3,767,606
1 The prior year restatement is detailed further within note 19.
2 The prior year notional principal has been restated to reflect the correct GBP notional amounts.
16. DERIVATIVE FINANCIAL ASSETS AND FINANCIAL LIABILITIES [CONT.]
Derivative financial liabilities designated as hedging instruments
31 December 2024
31 December 2023
Fair value
£’000
Notional
principal
£’000
Fair value
£’000
Notional
principal
£’000
Forward contracts
-
-
-
-
Swap contracts
863
355,000
-
-
863
355,000
-
-
Total Derivative financial liabilities
31 December 2024
31 December 2023
Fair value
£’000
Notional
principal
£’000
Fair value
£’000
Notional
principal
Restated1
£’000
108,775
6,679,568
40,210
3,767,606
31 December 2024
Fair value
£’000
31 December 2023
Fair value
£’000
Analysis:
Current
84,080
34,288
Non-current
24,695
5,922
TOTAL DERIVATIVE FINANCIAL LIABILITIES
108,775
40,210
Items that will or may be reclassified to the Consolidated Statement of Comprehensive Income:
Movement in year
31 December 2024
£’000
31 December 2023
£’000
Cash flow hedges
(Losses)/gains recognised on hedging instruments
(1,318)
3,193
Tax relating to items that may be reclassified
329
(798)
(989)
2,395
1 The prior year notional principal has been restated to reflect the correct GBP notional amounts.
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
195
194
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Interest rate swap contracts
The Group has historically operated in a low interest rate environment. Since Q3 2022, when interest rates started
to rise, the Group started to receive a large amount of interest on its own free cash balances as well as client cash
balances. In line with the Group’s treasury policy, we have entered into interest rate swap contracts to manage interest
rate risk.
The interest rate swap contracts designated as hedging instruments relate to transactions entered into in 2022, 2023
and 2024 to fix the rate of interest receivable on cash balances held by the Group in respect of its own free cash
balances as well as client cash balances. With the interest rate swap, the Group receives a fixed rate of interest and
pays a floating interest rate based on SONIA.
The contracts have commencement dates between June 2023 and June 2025 with expiries between June 2025
and December 2025 for notional amounts of £650m and between January 2026 and December 2026 for notional
amounts of £404m. Should the contracts no longer qualify for hedge accounting, the deferred gains/losses in other
comprehensive income relating to the Group’s own free cash balances will be reclassified within finance income
and those relating to client cash balances will be reclassified within net treasury income – client funds. The hedge
effectiveness is reassessed monthly and all hedges remained effective throughout 2024.
The following table analyses other comprehensive income in relation to hedge accounting:
31 December 2024
£’000
31 December 2023
£’000
At 1 January
2,554
(639)
Net fair value (losses)/gains
(1,318)
3,193
AT 31 DECEMBER
1,236
2,554
The following table shows the effects of hedge accounting on the Statement of Financial Position and the year-to-date
performance for cash flow hedges taken out to hedge interest rate risk:
Hedging instrument
Carrying amount
Hedged item
Change in fair value
£’000
Hedged interest
rate risk
Notional amount
£’000
Assets
£’000
Liabilities
£’000
Balance sheet
presentation
As at 31 Dec 2024
1,054,831
2,099
863
Derivatives
1,318
As at 31 Dec 2023
825,546
2,554
-
Derivatives
(3,193)
No changes in fair value have been taken to the income statement as there has been no hedge ineffectiveness to date.
Foreign currency forward contracts
The forward contracts designated as hedging instruments relate to hedges entered into in December 2022 and February
2023 to fix the exchange rate of interest receivable denominated in dollars and euros. The contracts had monthly expiries
up to January 2024. Upon expiry of the contracts, the deferred gains/losses in comprehensive income relating to the hedges
on the Group’s free cash balances and client cash balances were reclassified to finance income and NTI – client funds
respectively.
17. FINANCIAL INSTRUMENTS
Fair value measurement
Forward and option contracts fall into level 2 of the fair value hierarchy as set out in note 2. Level 2 comprises those
financial instruments which can be valued using inputs other than quoted prices that are observable for the asset or liability
either directly (i.e., prices) or indirectly (i.e., derived from prices). The fair value of forward foreign exchange contracts is
measured using observable forward exchange rates for contracts with a similar maturity at the reporting date. The fair
value of option foreign exchange contracts is measured using an industry standard external model that best presents the
unpublished interbank valuations. The fair value of interest rate contracts is measured using observable interest rates for
contracts with a similar maturity at the reporting date.
There were no transfers between level 1 and 2 during the current or prior year. The fair value of all other financial assets and
financial liabilities is approximate to their carrying value.
The principal financial instruments of the Group, from which financial instrument risk arises, are as follows:
a) Financial assets per statement of financial position
31 December 2024
£’000
31 December 2023
Restated1
£’000
FAIR VALUE ASSETS
Derivatives not designated as hedging instruments (note 16)
159,046
102,781
Derivatives designated as hedging instruments (note 16)
2,099
2,554
TOTAL FAIR VALUE ASSETS
161,145
105,335
AMORTISED COST FINANCIAL ASSETS
Trade receivables
4,041
4,237
Other receivables excluding prepayments
4,926
4,538
Cash and cash equivalents
252,468
197,941
Fixed collateral
10,063
8,810
TOTAL AMORTISED COST ASSETS
271,498
215,526
TOTAL FINANCIAL ASSETS
432,643
320,861
1
The prior year restatement is detailed further within note 19.
16. DERIVATIVE FINANCIAL ASSETS AND FINANCIAL LIABILITIES [CONT.]
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
197
196
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
b) Financial liabilities per statement of financial position
31 December 2024
£’000
31 December 2023
£’000
FAIR VALUE LIABILITIES
Derivatives not designated as hedging instruments (note 16)
107,912
40,210
Derivatives designated as hedging instruments (note 16)
863
-
TOTAL FAIR VALUE LIABILITIES
108,775
40,210
OTHER PAYABLES MEASURED AT AMORTISED COST
Other payables and accruals
44,407
58,295
TOTAL OTHER PAYABLES
44,407
58,295
TOTAL FINANCIAL LIABILITIES
153,182
98,505
c) Offsetting financial assets and financial liabilities
Financial instruments at fair value through profit or loss represent immediate back-to-back derivative transactions with
banking counterparties and are reported as financial assets and financial liabilities in the Consolidated Statement of
Financial Position.
The transactions are subject to ISDA (“International Swaps and Derivatives Association”) Master Agreements and similar
master agreements which provide a legally enforceable right of offset in the normal course of business, the event of a default
and the event of insolvency or bankruptcy. In accordance with the master agreements, contracts with banking counterparties
are assessed daily on a net basis.
However, contracts with clients are assessed daily on a gross basis and therefore shown as separate financial assets and
financial liabilities in the Consolidated Statement of Financial Position.
The following financial assets and liabilities have been offset and are subject to enforceable netting agreements.
Gross Amounts not offset
2024
Gross
fair
value
Variation
margin
offset
Fair
value
offset
Net derivative
financial
asset/(liability)
(Note 16)
Financial
Instruments
Fixed
collateral
Net Amounts
subject to
offsetting
arrangements
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Derivative financial
assets
226,627
14,333
(81,914)
159,046
-
10,063
169,109
Derivative financial
liabilities
(189,826)
-
81,914
(107,912)
-
-
(107,912)
Gross Amounts not offset
2023
Gross
fair
value
Variation
margin
offset
Fair
value
offset
Net derivative
financial
asset/(liability)
(Note 16)
Financial
Instruments
Fixed
collateral
Net Amounts
subject to
offsetting
arrangements
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Derivative financial
assets
143,679
-
(40,898)
102,781
-
8,810
111,591
Derivative financial
liabilities
(92,233)
11,125
40,898
(40,210)
-
-
(40,210)
18. FINANCIAL RISK MANAGEMENT
Objectives, policies and processes for managing and the methods used to measure risk
There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies
and processes for managing those risks or the methods used to measure them from previous periods, unless otherwise
stated in this note.
Financial assets principally comprise trade and other receivables, cash and cash equivalents, fixed collateral and
derivative financial assets. Financial liabilities comprise trade and other payables, and derivative financial liabilities. The
main risks arising from financial instruments are credit risk, liquidity risk, market risk, foreign currency risk, and interest
rate risk, each of which are discussed in further detail below.
The Group monitors and mitigates financial risk on a consolidated basis. The Group has implemented a framework to
ensure that risk management practices appropriate to a listed company are in place.
The Group operates under the Three Lines of Defence approach to risk management. This framework is overseen and
enforced by the Risk Committee and Board.
1.
First Line is risk management: Primary responsibility for strategy, performance and risk management lies with the
Executive Team and the Heads of each department.
2. Second Line is risk oversight: The Risk, Compliance, Finance and Legal Teams provide risk oversight.
3. Third Line is independent assurance: Independent assurance on the effectiveness of the risk management
systems. Specialist external reviews provide an additional line of defence.
17. FINANCIAL INSTRUMENTS [CONT.]
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
199
198
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Credit risk
Credit risk is inherent in Alpha’s business model. The Board accepts that credit losses are a function of our trading model,
and the Group takes a risk-based approach to balance revenue opportunities against the risk of default. Credit risk is the risk
that a client fails to deliver currency at maturity of a contract and/or fails to deposit margin when a margin call is made which
could ultimately lead to a financial loss.
Where the Group provides credit to customers, this is subject to credit verification checks and where required an in-depth
underwriting process by our Credit Team based on both quantitative and qualitative factors. Credit policies are aimed at
reducing the impact of losses, credit terms will only be granted to customers who satisfy a creditworthiness assessment
and demonstrate an appropriate payment history. The client terms and conditions and the credit facility confirmation
letter highlight the client’s margin terms and requirement to provide collateral. This provides further mitigation to the credit
exposure and reduces the risk of potential disputes. The Group evaluated the concentration of risk as low with respect
to derivative financial assets arising from contracts with counterparties. This is due to the fact that no single customer
represents a significant proportion of the total value of customer contracts and the business has historically low levels of
counterparty default.
Client credit exposures are monitored daily. Stress tests are carried out to assess and minimise client credit risk exposures
under various market volatility scenarios.
Counterparty risk
The Group relies on third party institutions in order to trade with clients. To reduce counterparty credit risk, the Group only
trades with private market counterparties with robust balance sheets, high credit ratings and strong capital resources. The
Group monitors the creditworthiness of private market counterparties on an ongoing basis. As part of the Group’s business
continuity procedures settlement lines have been established with several private market counterparties in order to reduce
the impact of business disruption as a result of counterparty risk.
The Group’s maximum exposure to credit risk by class of financial asset is as follows:
Asset Category
31 December 2024
£’000
31 December 2023
£’000
Cash and cash equivalents
252,468
197,941
Derivative financial assets
161,145
105,335
Trade and other receivables
8,967
8,775
TOTAL ASSETS SUBJECT TO CREDIT RISK
422,580
312,051
Credit risk is mitigated as the majority of these financial assets are held with investment grade financial institutions with
credit ratings assigned by reputable credit rating agencies such as Moody’s, Standard & Poor’s and Fitch Ratings.
The Group’s financial assets breakdown by credit ratings is as follows:
Cash and cash equivalents
31 December 2024
£’000
31 December 2023
£’000
A+ to A-
246,829
188,217
BBB+ to BBB-
5,619
4,899
Unrated
20
4,825
TOTAL CASH AND CASH EQUIVALENTS SUBJECT TO CREDIT
RISK
252,468
197,941
Derivative financial assets and trade and other receivables
31 December 2024
£’000
31 December 2023
£’000
A+ to A-
4,576
3,059
BBB+ to BBB-
-
2,537
Unrated
165,536
108,514
TOTAL DERIVATIVE FINANCIAL ASSETS AND TRADE AND
OTHER RECEIVABLES SUBJECT TO CREDIT RISK
170,112
114,110
Liquidity risk
Liquidity risk is the risk that the Group may encounter difficulty in meeting its financial obligations as they are due. Extensive
controls are in place to ensure that liquidity risk is mitigated. The Group’s liquidity requirements are reviewed daily, and the
Group employs stress testing to model the sufficiency of its liquidity in stressed market scenarios. The ability of clients to pay
margin and settle contracts is monitored with automated triggers and alerts configured into the Group’s systems. The Group
maintains cash reserves and continues to increase these reserves relative to its trading activity on an ongoing basis.
The Group attempts to ensure it maintains (as closely as possible) a balanced position in each currency, with regular stress
testing of its net long/short position in a particular currency against sudden and unforeseen market movements.
The Group has sufficient cash resources to pay its debts and contractual liabilities as they fall due. Consequently,
management does not believe that the Group has a material exposure to liquidity risk. The following table sets out the
contractual maturities (representing undiscounted contractual cash flows) of financial liabilities:
At 31 December 2024
Total
£’000
<1 year
£’000
2-5 years
£’000
>5 years
£’000
Other payables and accruals
44,407
44,407
-
-
Lease liabilities
27,606
3,299
15,857
8,450
Derivative financial liabilities*
9,100,315
6,781,918
2,269,802
48,595
9,172,328
6,829,624
2,285,659
57,045
18. FINANCIAL RISK MANAGEMENT [CONT.]
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
201
200
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
At 31 December 2023
Total
£’000
<1 year
£’000
2-5 years
£’000
>5 years
£’000
Other payables and accruals
58,295
58,295
-
-
Lease liabilities
28,133
1,991
14,720
11,422
Derivative financial liabilities*
6,027,137
4,700,015
1,327,122
-
6,113,565
4,760,301
1,341,842
11,422
* The outflows disclosed in the above table represent the undiscounted contractual cash flows relating to derivative financial
liabilities held for risk management purposes which are not typically closed out before contractual maturity. The disclosure shows
gross cash flow amounts for derivatives held with banking counterparties.
Market risk
Market risk is also inherent in Alpha’s business model, however this is minimised by operating a matched principle
broker, whereby all derivatives sold to customers are matched on a back-to-back basis with an offsetting derivative
from a banking counterparty. The Group is only exposed to the net position of its derivative assets and liabilities and
this position is collateralised on a daily basis. The Group may from time to time buy treasury hedges from its banking
counterparties, that are not matched with the client, to limit the tail risk of individual trades. The treasury hedges involve
buying an option and therefore the Group has the right to trade rather than an obligation so there is no downside risk on
these transactions.
Interest rate risk
Interest rate risk is the risk that the value of a financial instrument or cash flows associated with the instrument will
fluctuate due to changes in market interest rates. Interest rate risk arises from interest bearing financial assets and
liabilities used by the Group. It is the Group’s policy to settle derivative financial liabilities arising from contracts with
customers (included within trade payables) and other payables within the credit terms allowed. Therefore, the Group
generally does not incur interest on overdue balances.
Interest bearing assets comprise cash and cash equivalents which are considered short-term liquid assets. Furthermore,
as detailed within note 2, the Group generates interest income (NTI – client funds) on our client balances and also on
initial and variation margin balances (NTI – own funds). In 2024, we continued to manage the interest rate risk on interest
receivable on our funds and client funds using interest rate swaps (note 16).
Interest rate sensitivity analysis has been performed by considering the impact of a 10% strengthening or weakening
in the base rate that these balances’ interest rates are linked to. The impact on the Group’s profit after tax for the year
would be an increase or decrease of £8.4m, respectively (2023: £7.4m).
Foreign currency risk
Foreign currency risk refers to the risk that non-sterling revenue earned on a transaction may fluctuate due to changes
in foreign currency rates. The Group is exposed to foreign currency risk on revenue, expenses and net assets that are
denominated in a currency other than sterling. The principal currencies giving rise to this risk vary from period to period
depending on the currency of transactions undertaken by the Group. Details of the foreign currency cash balances can be
found in note 20.
The Group manages its exposure to currency movements in line with its Treasury Policy. Client money received in a foreign
currency is deposited in a bank account of the same currency, netting off to provide a natural hedge. The Group reduces its
exposure to foreign exchange by retranslating excess cash in foreign currencies into sterling on a regular basis. The Group
hedges a proportion of its unrealised profits through foreign exchange contracts designated as fair value through profit or loss.
The Group’s policy is to reduce the risk associated with the revenue denominated in foreign currencies by using forward fixed
rate currency hedges. The settlement of these forward foreign exchange contracts is expected to occur within the following
twelve months. Changes in the fair values of forward foreign exchange contracts are recognised directly in the Consolidated
Statement of Comprehensive Income.
Foreign currency risk – sensitivity analysis
The Group’s principal recurring foreign currency transactions are in Euros, US Dollar and Canadian Dollar. The table below
shows the impact on the Group’s operating profit and equity, of a 10% change in the exchange rate of the principal currencies,
euro, US dollar and Canadian dollar.
Impact on profit after tax
Impact on equity
Year ended 31 December
2024
£’000
2023
£’000
2024
£’000
2023
£’000
EURO:
10% weakening in the £/€ exchange rate
8,783
6,570
1,521
4,827
10% strengthening in the £/€ exchange rate
(7,186)
(5,375)
(1,245)
(3,949)
US DOLLAR:
10% weakening in the £/$ exchange rate
7,106
6,403
2,807
1,229
10% strengthening in the £/$ exchange rate
(5,814)
(5,239)
(2,297)
(1,005)
CANADIAN DOLLAR:
10% weakening in the £/$ exchange rate
370
448
434
327
10% strengthening in the £/$ exchange rate
(302)
(366)
(355)
(267)
The sensitivities in the table above do not include the impact of foreign exchange hedges in place to optimise cash
management across the Group. By including the impact of hedges in place throughout 2024, the impact of a 10% weakening
of the pound on profit after tax would have been £6,878k, £6,128k and £184k (2023: £3,789k, £4,416k and £409k) for Euro, US
dollar and Canadian dollar respectively. Similarly, the impact of a 10% strengthening of the pound on profit after tax would have
been -£5,628k, -£5,014k and -£150k (2023: -£3,100k, -£3,613k and -£335k) for Euro, US dollar and Canadian dollar respectively.
18. FINANCIAL RISK MANAGEMENT [CONT.]
Liquidity risk [cont]
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
203
202
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
20. CASH
Cash and cash equivalents comprise cash balances and deposits held at call with banks for which the Group has
immediate access.
Fixed collateral comprises cash held as collateral with banking counterparties for which the Group does not have
immediate access.
Cash balances included within derivative financial assets (see notes 16 and 17) relate to the variation margin called by
banking counterparties for which the Group does not have immediate access.
31 December 2024
£’000
31 December 2023
£’000
Cash & cash equivalents
252,468
197,941
Variation margin (note 17)
(14,333)
11,125
Fixed collateral
10,063
8,810
TOTAL CASH
248,198
217,876
Cash at bank is made up of the following currency balances:
31 December 2024
£’000
31 December 2023
£’000
British pound
164,447
135,584
Euro
44,022
53,153
US Dollar
8,335
17,858
Canadian Dollar
3,709
4,754
Australian Dollar
12,981
2,224
Norwegian Krone
5,607
542
Polish Zloty
4,358
72
New Zealand Dollar
3,896
2
Other currencies
843
3,687
248,198
217,876
The Directors consider that the carrying amount of cash and cash equivalents approximates to their fair value.
Exchange rates for financial year
2024
2023
EURO:
Average rate
1.1814
1.1499
Closing rate
1.2098
1.1539
US DOLLAR:
Average rate
1.2780
1.2436
Closing rate
1.2533
1.2747
CANADIAN DOLLAR:
Average rate
1.7507
1.6780
Closing rate
1.8019
1.6810
The impact of a change of 10% has been selected as this is considered reasonable given the current level of exchange rates and
the volatility observed both on a historical basis and market expectations for future movement.
Management of capital
The Group’s objectives when managing capital are to maximise shareholder value whilst safeguarding the Group’s ability
to continue as a going concern. The Group’s policy is to maintain a capital base and funding structure that retains creditor
and market confidence, provides flexibility for business development, ensures adherence to regulatory requirements, whilst
optimising returns to shareholders.
The Group monitors its total equity as shown in the Consolidated Statement of Financial Position. In order to maintain or adjust
the capital structure, the Company may issue new shares, adjust the dividends paid to shareholders or buy back shares.
19. TRADE AND OTHER RECEIVABLES
31 December 2024
£’000
31 December 2023
Restated*
£’000
Trade receivables
4,041
4,237
Other receivables
4,926
4,538
Prepayments
3,748
3,258
TOTAL TRADE AND OTHER RECEIVABLES
12,715
12,033
Trade receivables consist of invoices owed from clients. Other receivables consist primarily of accrued interest, amounts held on
account with the Group’s broker available for share buybacks and rental deposits. Receivables are considered current assets and
reported at their fair value.
* Current derivative financial assets and trade receivables have been restated due to several invoices’ receivable being incorrectly classified as
current derivative assets. The correction is made by reclassifying the related balance from derivatives financial assets to trade receivables. The
amounts reclassified as of 1 January 2023 and 31 December 2023 were £1,722k and £4,237k respectively. There is no impact on net assets for the year.
18. FINANCIAL RISK MANAGEMENT [CONT.]
Foreign currency risk – sensitivity analysis [cont]
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
205
204
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
21. CAPITAL AND RESERVES
Share capital and Treasury shares
Authorised, issued and fully paid
Ordinary shares
No.
Share capital
£’000
Treasury shares
£’000
At 1 January 2023 - shares of £0.002 each
42,196,554
84
-
Shares issued on vesting of share option schemes
1,125,259
3
-
AT 31 DECEMBER 2023
43,321,813
87
-
Acquisition of treasury shares*
(524,772)
-
(10,721)
Treasury shares issued on vesting of share option schemes**
234,627
-
4,024
AT 31 DECEMBER 2024
43,031,668
87
(6,697)
In January 2024, Alpha initiated a £20m share buyback programme. In June 2024, a second buyback programme of £20m was
implemented which continued to run into 2025. At 31 December 2024, £10m of this second programme had been executed.
*
During the year, in addition to the £10.7m of treasury share purchases shown above, £19.3m of purchases of shares by the Company
were made otherwise than in accordance with Companies Act 2006. At 31 December 2024, this amount has been classified within retained
earnings, rather than the Treasury share reserve. See note 10 for details of the impact of these purchases on the Company’s ordinary shares
in issue. Resolutions to release all claims the Company has against shareholders and Directors in respect of this matter will be presented to
shareholders at the forthcoming AGM.
** In March 2024, the Company issued 234,627 shares from treasury totalling £4,024,051 following the vesting of shares under the
Institutional, Canada, Alpha Pay and Netherlands share schemes.
On 27 March 2023, the Company issued 1,125,259 new shares following the vesting of shares under the B, C and E Growth
Share Schemes, and the Institutional, Canada and Alpha Pay share schemes.
Share premium account
There were no movements in the share premium account in the year ended 31 December 2024. In the year ended 31
December 2023 the share premium account increased by £491,227 following the vesting of share option schemes.
Retained earnings
Represents accumulated profits and losses attributable to equity owners of the parent less accumulated dividends.
Other reserves
Other reserves are made up of the following balances:
31 December 2024
£’000
31 December 2023
£’000
Capital redemption reserve
4
4
Merger reserve
667
667
Redemption reserve
(1,884)
(1,884)
Translation reserve
(1,873)
581
TOTAL
(3,086)
(632)
Capital redemption reserve
The capital redemption reserve of £3,701 arose following the buy-back of shares in prior years.
Merger reserve
The merger reserve of £666,529 was created in October 2016 as a result of a share for share exchange with non-
controlling interests. The merger relief reserve represents the difference between the fair value and nominal value of
shares issued on the acquisition of non-controlling interests, where the Company has taken advantage of merger relief.
Redemption reserve
The redemption reserve of £(1,884,165) comprises the fair value of the consideration payable to the non-controlling
interest of Financial Transaction Services B.V. (Cobase) on the date that the agreement was entered into. The reserve is
expected to be utilised over a four-year period between 31 December 2025 and 31 December 2028, with 25% of the non-
controlling interest acquired each period over the four years. More details on the acquisition can be found in note 25.
Translation reserve
The translation reserve of £(1,873,148) (2023: £580,515) represents the foreign exchange differences arising from the
translation of the net investment in foreign entities.
22. OTHER PAYABLES AND DEFERRED INCOME
31 December 2024
£’000
31 December 2023
£’000
CURRENT:
Other payables
35,735
51,243
Other taxation and social security
1,340
1,455
Accruals
8,672
7,052
45,747
59,750
NON-CURRENT:
Provisions
885
875
885
875
TOTAL OTHER PAYABLES
46,632
60,625
Other payables consists of margin received from clients. The carrying value of other payables classified as financial
liabilities measured at amortised cost, approximates fair value.
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
207
206
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Deferred income
The changes in the Group’s deferred income during the year are as follows:
31 December 2024
£’000
31 December 2023
£’000
At 1 January
7,072
4,924
Recognised as revenue during the year
(17,184)
(13,470)
Deferred during the year
18,171
15,618
AT 31 DECEMBER
8,059
7,072
23. RELATED PARTY TRANSACTIONS AND BALANCES
Parties are considered to be related if one party has the ability to control the other party or exercise significant influence
over the other party in making financial or operational decisions, or one other party controls both.
Subsidiaries
The Parent company of the Group is Alpha Group International plc. Note 15 provides information about the subsidiaries and
the holding company. Details of the ultimate controlling party can be found in note 26.
Transactions between the Group and its subsidiaries have been eliminated on consolidation and are not disclosed in this
note.
Key management personnel
The Group considers its key management personnel to be those personnel who have authority and responsibility for
planning, directing and controlling the activities of the Group, including the Non-Executive Directors.
The compensation of the Directors of the Company, together with their shareholding, is included in the Remuneration
Committee report on pages 108-141.
Transactions with key management personnel
During the year, Alpha FX Limited did not trade gross foreign currency contracts with any key management personnel. In
2023, Alpha FX Limited traded gross foreign currency contracts with; M J Tillbrook £1,424,473 and M E Stuart £47,690 on an
arm’s length basis.
Other related parties
During the year, Alpha FX Limited traded gross foreign currency contracts with individuals classified as related parties as
follows; Martin Tillbrook £42,095 (2023: £26,000), being the father of M J Tillbrook, on an arm’s length basis. Revenue of
£204 was recognised on the contract.
Other entities
During the year, the Group purchased goods and services from entities classified as related parties as follows:
−
Services totalling £223,311 (2023: £214,698) on an arms-length basis from Assured Cyber Limited, a cyber insurance
broker in which M J Tillbrook owns a 28.8% (2023: 30%) beneficial ownership.
−
During 2023 services totalling £121,793 on an arms-length basis from Klarify Group Limited, a multi-cloud and cyber
security specialist in which M J Tillbrook owned a 42% beneficial ownership during 2023, however, in 2024 M J
Tillbrook had no involvement or ownership of this company.
During the year, the Group traded gross foreign currency contracts with entities classified as related parties as follows:
−
Gross foreign currency contracts of £700,000 (2023: £4,168) on an arms-length basis, with Zip Cap Limited, a financial
services company in which M J Tillbrook owns 100% of the share capital. Revenue of £5 was recognised on the contract.
24. SHARE-BASED PAYMENTS
Employees (including senior executives) of the Group receive remuneration in the form of share-based payments, whereby
employees render services as consideration for equity instruments (equity-settled transactions).
The Group has three types of share option schemes for certain employees of the Group, all of which are equity-settled
share-based payments.
The current share option schemes in place are grouped together as follows:
−
Growth Share Schemes;
−
Underlying Profit After Tax (UPAT) Share Schemes; and
−
Group Incentive Plans.
External tax valuations for share schemes are obtained from an independent third party prior to issue. Indemnities are also
obtained from all employees for any future tax liabilities that may arise.
Should any additional payroll tax liabilities arise, in the first instance, they would be paid by the subsidiary company, and the
tax indemnities would ensure recovery of any additional tax liabilities from the growth shareholders.
The Group recognised a total charge related to all the above equity-settled share-based payment transactions in the year
ended 31 December 2024 of £5,324,678 (2023: credit of £57,946).
22. OTHER PAYABLES AND DEFERRED INCOME [CONT.]
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
209
208
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
24.1 Growth Share Schemes
The Group operates several growth share schemes where shares in subsidiary entities are awarded to employees and are
converted into shares in the Company at a future date based on pre-determined vesting criteria.
Upon conversion, the number of ordinary shares in the Group a growth share scheme shareholder will receive is such number
of ordinary shares whose value is equivalent to the Group’s average closing share price over 60 business days prior to the
announcement of the Group’s results for the year. Conversion is only permitted to the extent that the shares have vested.
In April 2024, the Group issued shares under the J and L Share Growth Schemes. The shares contain a put option, such that,
when and to the extent vested, they can be converted into ordinary shares in the Parent Company.
The Group recognised a share-based payment charge relating to the Growth Share Schemes of £3,182,410 in the year ended
31 December 2024 (2023: credit of £78,797).
Details of the general terms and conditions of the growth share schemes including vesting requirements are noted below:
B Growth
Share
Scheme1
E Growth
Share
Scheme2
F Growth
Share
Scheme2
G Growth
Share
Scheme2 3
H Growth
Share
Scheme2 3
J Growth
Share
Scheme2
L Growth
Share
Scheme2 3
Launch year
2017
2020
2022
2022
2022
2024
2024
Vesting conditions
No. of tranches*
5
4
4
5
5
5
5
Vesting start date
31 Dec 2017
31 Dec 2021
31 Dec 2023
31 Dec 2022
31 Dec 2022
31 Dec 2024
31 Dec 2024
Vesting end date**
31 Dec 2021
31 Dec 2024
31 Dec 2026
31 Dec 2026
31 Dec 2026
31 Dec 2028
31 Dec 2028
Revenue growth target
Year 1
30%
25%
20%
5.5%
5.5% | 18.6%
20%
15%
Year 2
30%
20%
20%
15%
15% | 20%
20%
15%
Year 3
30%
20%
20%
15%
15% | 20%
20%
15%
Year 4
20%
20%
20%
15%
15% | 20%
15%
10%
Year 5
20%
n/a
n/a
15%
15% | 20%
15%
10%
Market capitalisation***
Minimum
£25m
£300m
£740m
£740m
£740m
£761m
£761m
Maximum
-
£650m
£1,867m
£1,867m
£1,867m
£1,694m
£1,694m
* The shares in the growth schemes vest in equal tranches, occurring annually, starting on the vesting start date until the end date
specified above.
** The vesting end date is defined as the end period of the non-market performance conditions being met. The market condition that
determines the number of shares to be issued is not confirmed until the full year results are announced the following year in March.
*** The rate of conversion of the shares for the year ended 31 December 2024 is a pro rata share of the market capitalisation gain of Alpha
above a minimum hurdle price over a 60-business day period from 20th December 2024 to 18th March 2025. The gain is then capped
through placing a ceiling on the maximum market capitalisation. The result in doing so is that the shareholders will be entitled to a pro rata
share of the gain in market capitalisation of Alpha between the minimum and maximum market capitalisation.
1 In March 2022, following the revenue growth target for the year being met in respect of the year ended 31 December 2021, B
Growth Shares were exercised when the share price of the Company was 1909p. 88,015 shares will be issued as consideration
to an ex-employee in March 2025 as part of a settlement agreement. This represents the final vesting of the B Growth Share
Scheme.
2 In respect of the year ending 31 December 2023, revenue growth targets for the Growth Share Schemes were not met,
resulting in lapsed shares. Accordingly, no shares in the Parent Company were issued as consideration in March 2024. With
respect to the year ending 31 December 2024, the revenue targets for the E, F, J and L Shares were met.
3 On 26 April 2024, the Group announced that the L Share Growth Scheme would replace the existing G Growth Share
Scheme and H Share Growth Scheme launched in 2022 to ensure that employees within the Corporate division were part of
a unified scheme. Accordingly, the existing G Growth Share Scheme and H Share Growth Scheme were cancelled by way of
a capital reduction on 12 March 2025. The revenue growth targets for the L Share Growth Scheme for each financial year are
based on the London and Spain-based operations of the Corporation division, whereas revenue growth targets for schemes
B, E, F and J are based on Group revenue.
Details of the outstanding share options in respect of the above schemes are as follows:
Year ended 31 December 2024
Year ended 31 December 2023
Weighted Average
Exercise Price
Weighted Average
Exercise Price
Number
£
Number
£
Outstanding at beginning of year
1,524
1,178
1,889
1,134
Granted in the year
1,370
1,327
-
-
Exercised in the year
-
-
(333)
950
Forfeited in the year
(586)
1,365
(32)
955
Expired in the year
(583)
1,095
-
-
Outstanding at end of year
1,725
1,261
1,524
1,178
Number of options exercisable at end of year
481
1,195
-
-
Year ended
31 December 2024
Year ended
31 December 2023
Weighted average fair value of options granted (£)
9,160
-
Weighted average share price at date of exercise (£)
-
950
Weighted average remaining contractual life (years)
3.6
2.5
24. SHARE-BASED PAYMENTS [CONT.]
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
211
210
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
The fair values of the Growth Share Schemes were calculated using a Monte Carlo simulation model due to the
existence of market-based performance conditions (market capitalisation). The model considers historic and
expected dividends, and the share price volatility of the Group relative to that of its competitors, to predict the share
performance. When determining the grant date 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 grant date fair value.
The inputs used for fair valuing the awards at the date of grant were as follows:
B Growth Share
Scheme
E Growth Share
Scheme
F, G & H Growth
Share Schemes
J & L Growth
Share Schemes
Date of grant
25 January 2017
11 May 2020
22 June 2022
26 April 2024
Expected volatility %
25.0%
45%-55%
40%
40%
Risk free interest rate %
0.09%
0.10%
2.30%
4.60%
Option life (years)
3
5
5
6
Starting equity value (£m)
£33.6m
£300.0m
£740.0m
£761.0m
24.2 UPAT Share Schemes
These share schemes award participants with the option to convert a percentage of their holding into Group shares
based upon strict performance criteria. The value of which is determined by applying an 8x multiple to the underlying
profit after tax (UPAT) achieved by the relevant division. Upon vesting, the subsidiary shares are exchanged for shares
in the Parent Company, with the number of shares calculated based on an agreed valuation conversion ratio. This share
scheme ensures that awards are directly tied to the financial success of the subsidiary divisions.
Select employees of these schemes have shares in the relevant subsidiaries which also have dividend rights. However,
as the shares are not paid for until exercise, upon which they are immediately converted into shares of Alpha Group
International plc., the shares are accounted for under IFRS 2 Share-Based Payment, rather than a non-controlling
interest in a subsidiary.
In April 2024, the Group announced a new share scheme to incentivise key personnel of the Italian Branch of Alpha FX
Europe Limited. Following the launch of the Fund Finance division in 2023, the Group announced in April 2024 a new
share scheme to incentivise key personnel within the Fund Finance division. The shares will vest in equal tranches over
the determined vesting period for each of the financial years.
Following leadership changes in late 2023, the Alpha Canada Employee Share Scheme in Alpha Foreign Exchange
(Canada) Limited was cancelled on 30 December 2024 and replaced with a cash bonus model.
The Group recognised a share-based payment charge relating to the UPAT schemes of £314,353 in the year ended
31 December 2024 (2023: £20,852).
Share schemes are in place for the following subsidiaries:
Alpha FX Institutional Limited (‘Institutional’)
Alpha FX Limited (‘Alpha Pay’, ‘Bristol’ and ‘Fund Finance’)
Alpha FX Netherlands Limited (‘Netherlands’)
Alpha FX Europe Limited (‘Italy’)
Details of the general vesting conditions of the schemes are noted below:
Launch year
No. of tranches
Vesting start date
Vesting end date
Institutional
Grant 1
2018
4
31 Dec 2021
31 Dec 2024
Grant 2
2019
4
31 Dec 2022
31 Dec 2025
Grant 3
2022
4
31 Dec 2024
31 Dec 2027
Alpha Pay
Grant 1
2019
4
31 Dec 2022
31 Dec 2025
Grant 2
2021
4
31 Dec 2023
31 Dec 2026
Grant 3
2021
4
31 Dec 2024
31 Dec 2027
Netherlands
Grant 1
2021
4
31 Dec 2023
31 Dec 2026
Bristol
Grant 1
2023
4
31 Dec 2024
31 Dec 2027
Fund Finance
Grant 1
2024
4
31 Dec 2025
31 Dec 2028
Italy
Grant 1
2024
4
31 Dec 2025
31 Dec 2028
The table below summarises the outstanding options for the UPAT schemes in aggregate, across the four subsidiaries listed above.
Year ended 31 December 2024
Year ended 31 December 2023
Weighted Average
Exercise Price
Weighted Average
Exercise Price
Number
£
Number
£
Outstanding at beginning of year
16,315
251
21,111
197
Granted in the year
395
3,222
210
1,200
Exercised in the year
(3,062)
99
(4,231)
38
Forfeited in the year
(6,671)
26
(775)
194
Outstanding at end of year
6,977
702
16,315
251
Number of options exercisable at end of year
2,474
423
3,062
99
24. SHARE-BASED PAYMENTS [CONT.]
24.1 Growth Share Schemes [cont]
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
213
212
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Details of the general terms and conditions of the Group Incentive Plans are noted below:
Germany
Scheme
Netherlands
Scheme
Cobase
Scheme
Launch year
2024
2024
2024
Vesting conditions
No. of tranches
4
4
5
Vesting start date
31 Dec 2026
31 Dec 2025
31 Dec 2024
Vesting end date
31 Dec 2029
31 Dec 2028
31 Dec 2028
Details of the outstanding options in respect of the above schemes are as follows:
Year ended 31 December 2024
Weighted Average
Exercise Price
Number
£
Outstanding at beginning of year
-
-
Granted in the year
9,091
0.1
Outstanding at end of year
9,091
0.1
Number of options exercisable at end of year
1,743
-
Year ended
31 December 2024
Weighted average fair value of options granted (£)
1,564
Weighted average share price at date of exercise (£)
-
Weighted average remaining contractual life (years)
4.3
The inputs used for fair valuing the awards at the date of grant using a Monte Carlo simulation model were as follows:
31 December 2024
Germany
Scheme
Netherlands
Scheme
Cobase
Scheme
Date of grant
26 April 2024
26 April 2024
12 December 2024
Exercise price per share received (£)
2
2
nil
Expected volatility %
40%-50%
35%-40%
35%-40%
Risk free interest rate %
4.14%
4.14%
4%-4.38%
Option life (years)
5.3
4.3
4.3
The exercise price of the Germany and Netherlands options awarded under the Group Incentive Plan is £2 per share received
for each option exercised, whilst the Cobase options have been issued at nil cost.
Volatility has been estimated by taking the historical volatility of Alpha’s price and guideline companies over the vesting period.
Year ended
31 December 2024
Year ended
31 December 2023
Weighted average fair value of options granted (£)
4,813
1,200
Weighted average share price at date of exercise (£)
99
38
Weighted average remaining contractual life (years)
2.6
2.8
The UPAT share schemes do not have any market-based performance criteria. As the value of the shares is a function of
the put option proceeds and dividend distributions during the holding period, they have been valued using the discounted
cashflow method. A simulation of the equity value at the end of the vesting period is performed using a Monte Carlo
simulation model.
The inputs used for fair valuing the awards at the date of grant were as follows:
Institutional
Alpha Pay
Netherlands
Bristol
Fund Finance
Italy
Issuing entity
Alpha FX
Institutional
Limited
Alpha FX
Limited
Alpha FX
Netherlands
Limited
Alpha FX
Limited
Alpha FX
Limited
Alpha FX
Europe Limited
Date of grant
23 July 2018
20 November 2019
16 March 2022
20 November 2019
23 December 2021
28 May 2021
5 January 2023
26 April 2024
26 April 2024
Exercise price (£)
158-3,550
8.4-243
930
1,070-1,240
4,175-4,886
1,327-1,553
Expected volatility %
35%
35%-38%
39%
40%
50%
50%
Risk free interest rate %
-
0.50%-0.73%
0.36%
3.50%
4.19%
4.19%
Option life (years)
6-6.5
5-6
5.5
5
5
5
Expected volatility is based on historic volatility in the share price over the vesting period prior to the award.
24.3 Group Incentive Plans
In April 2024, the Group announced a new Group Incentive Plan that was put in place as part of the move to the Main Market.
The options are being granted over shares in the Parent Company and the number of shares awarded are linked to the
performance of key personnel within the German Branch of Alpha FX Europe Limited, Alpha FX Netherlands Limited and
Cobase.
The value of the options upon conversion into shares for the schemes are based on multiples of either the operation’s
underlying profit after tax or the entity’s revenue.
Awards under the Group Incentive Plans will vest in equal tranches, occurring annually.
The Group recognised a share-based payment charge relating to the Group Incentive Plans of £1,827,915 in the year ended
31 December 2024.
24. SHARE-BASED PAYMENTS [CONT.]
24.2 UPAT Share Schemes [cont]
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
215
214
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
25. BUSINESS COMBINATIONS
On 1 December 2023, Alpha Group International plc acquired 86.36% of Financial Transaction Services B.V. (trading as
“Cobase”), a leading multibank connectivity platform. Cobase is an innovative, cloud-based provider of bank connectivity
technology that enables corporates to manage their banking relationships, accounts, and transaction activity via
one single interface. In doing so, the company unlocks significant operational and financial efficiencies, especially for
international businesses with multiple banking counterparties across the world. Alpha believes there are opportunities to
amplify one another’s growth by leveraging and sharing each other’s unique capabilities and experience.
The purchase price allocation (shown in the table below) has now been finalised and is unchanged from that disclosed
in the prior year on a provisional basis in accordance with IFRS 3 Business Combinations. The initial consideration for
the acquisition was €9.6m (£8.3m) in cash, with the remaining stake to be acquired via a performance-based earn-out
between 2025 and 2028.
The fair value of the net assets acquired on 1 December 2023 is set out below:
Book value
£’000
Fair value
adjustments
£’000
Fair value
£’000
Intangible assets
3,292
980
4,272
Property, plant and equipment
9
-
9
Right-of-use-asset
182
-
182
Trade and other receivables
1,322
-
1,322
Cash and cash equivalents
53
-
53
Trade and other payables
(1,354)
-
(1,354)
Lease liabilities
(182)
-
(182)
Dilapidation provision
(63)
-
(63)
Deferred tax liabilities
143
(245)
(102)
TOTAL IDENTIFIABLE NET ASSETS
3,402
735
4,137
NON-CONTROLLING INTEREST
(564)
Goodwill on the business combination
4,707
DISCHARGED BY:
Cash consideration
8,280
Goodwill of £4,707k reflects certain intangible assets that cannot be individually separated and reliably measured
due to their nature. These items include the value of expected synergies arising from the business combination and
the experience and skill of the acquired workforce. The fair value of the acquired software, brand name and customer
relationships identified are included in intangible assets.
Transaction costs relating to professional fees and integration costs associated with the business combination in the year
ended 31 December 2024 were £486,633 and have been expensed within non-underlying items (note 4).
Included in the Consolidated Statement of Financial Position at 31 December 2023 was redemption liability of £1.9m. This
represents the fair value of the consideration payable to the non-controlling interest of the subsidiary Cobase on the
date that the agreement was entered into, based on the acquisition date fair value determination. The opposite entry was
recognised on acquisition within the redemption reserve in equity. 25% of the non-controlling interest is to be acquired each
period over a four-year period between 31 December 2025 and 31 December 2028.
During the year, the Group acquired a further 0.6% interest in Cobase, leaving a residual 13.13% outstanding. The
consideration payable for each of the four tranches to be acquired will be determined based on actual revenue and/or profit
realisation by the Cobase business in the relevant financial year ending 31 December. The carrying value of the liability has
accordingly been re-assessed at the end of 2024 to be £1.8m, based on the latest budgeted and forecast revenue and profit
estimates for the next four years, discounted at a rate commensurate with the risk around realisation and time value of
money. The resulting gain of £0.1m has been reflected through operating expenses. As set out in note 4, this item has been
excluded from the definition of underlying performance on the basis that excluding this amount is critical to understanding in
year and year on year performance of the business.
26. ULTIMATE CONTROLLING PARTY
The Directors believe that there is no ultimate controlling party of the Group.
27. EVENTS AFTER THE REPORTING PERIOD
Distributable reserves
As set out in note 21, £19.3m of purchases of shares by the Company during the year were made otherwise than in
accordance with the Companies Act 2006. In addition, during the period from 1 January 2025 to 12 March 2025, the Group
similarly repurchased £3.5m of shares otherwise than in accordance with the Act.
Details of the transactions which are affected by this issue (the “Relevant Purchases”) are set out in the below table.
Date range
Aggregate number of
shares
Aggregate price paid
(£)
Average price per share
(£)
TOTAL FOR THE YEAR ENDED 31 DECEMBER 2024
919,945
19,283,343
20.96
1 Jan 2025 - 12 March 2025 (inclusive)
143,611
3,447,131
24.00
TOTAL FOR THE PERIOD TO 12 MARCH 2025
1,063,556
22,730,474
21.37
In addition, and as set out in Note 11, the Company has discovered that the interim dividend for the year ended 31 December
2024 (£1.8m) and the interim dividends paid on 13 October 2017 and the FY21 interim dividend paid on 8 October 2021
(together £0.7m) were made otherwise than in accordance with the Companies Act 2006.
As a result, the Company and its Directors at the relevant time could have claims against the shareholders who received
these dividends. The Company has no intention of pursuing any such claims and the financial statements have accordingly
not been restated for the effect of the distributions made otherwise than in accordance with the Act.
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
217
216
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Instead, the Company is proposing certain resolutions at its forthcoming AGM to put the Company, its current and former
shareholders and its current and former directors in the position they would have been in, had the dividends fully complied
with the Act. This includes resolutions to appropriate distributable profits to the dividends that have arisen subsequently.
This also includes entering into deeds of release to release the shareholders who received these dividends, and the Directors
of the Company at the time the dividends were made, from any liability to repay any amounts to the Company.
The Directors are related parties of the Company and therefore the entry by the Company into a deed of release in favour of
the Directors will constitute a related party transaction for the purposes of the Listing Rules.
Subsequent to the reporting date, on 28 February 2025, the Company received a £50m dividend from its subsidiary, Alpha
FX Limited. As at that date, the Company’s distributable reserves were £26.9m. Interim Accounts for the Company have been
drawn up to that date and have been lodged with Companies House as they comprise ‘Relevant Accounts’ for the purposes of
the final dividend declaration.
As at 18 March, the Company held distributable reserves in excess of the amount required in respect of both the historic
payments noted above and the known future committed capital returns in FY25, including the 2024 Final dividend to be
proposed at the forthcoming AGM and the remaining £6m from the current buyback programme.
Founder incentive grants
On 11 February 2025, as set out in the Directors’ Remuneration Report on pages 111, Morgan Tillbrook, founder and former CEO
of Alpha pledged 1,103,555 ordinary shares (delivered in the form of nil cost options) of 0.2p each from his personal holding
with a total value of circa £28m based on the closing share price of £25.40 on 11 February 2025. These shares were awarded
to Board directors and members of the senior leadership team to both thank them for historic performance and incentivise
them for future performance. These shares meet the definition of Share based payments under IFRS 2, therefore will be
treated accordingly moving forward within the financial statements. The group is in the process of assessing the value and
the vesting period for these awards.
Company Statement of Financial Position
As at 31 December 2024
Company number: 07262416
Note
As at
31 December 2024
£’000
As at
31 December 2023
£’000
NON-CURRENT ASSETS
Investments
4
73,669
64,574
TOTAL NON-CURRENT ASSETS
73,669
64,574
CURRENT ASSETS
Trade and other receivables
5
668
6,020
Current tax asset
-
75
TOTAL CURRENT ASSETS
668
6,095
TOTAL ASSETS
74,337
70,669
EQUITY
Share capital
8
87
87
Share premium account
52,566
52,566
Treasury shares
(6,697)
-
Capital redemption reserve
4
4
Merger reserve
667
667
(Accumulated losses)/ Retained earnings
(4,877)
17,204
TOTAL EQUITY
41,750
70,528
CURRENT LIABILITIES
Trade and other payables
6
32,587
141
TOTAL CURRENT LIABILITIES
32,587
141
TOTAL EQUITY AND LIABILITIES
74,337
70,669
The Company reported a profit for the year ended 31 December 2024 of £2,695,354 (2023: £11,814,708).
The financial statements of Alpha Group International plc were approved by the Board of Directors on
18 March 2025 and signed on its behalf by:
Clive Kahn
Director
Tim Powell
Director
FINANCIAL STATEMENTS COMPANY STATEMENT OF FINANCIAL POSITION
27. EVENTS AFTER THE REPORTING PERIOD [CONT.]
Distributable reserves [cont]
219
218
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Called up
share
capital
£’000
Share
premium
account
£’000
Treasury
Shares
£’000
Capital
redemption
reserve
£’000
Merger
reserve
£’000
(Accumulat
ed losses)/
Retained
earnings
£’000
Total
equity
£’000
BALANCE AT 1 JANUARY 2023
84
52,075
-
4
667
11,815
64,645
Profit for the year
-
-
-
-
-
11,815
11,815
Shares issued on vesting of share option
scheme
3
491
-
-
-
-
494
Share-based payments
-
-
-
-
-
(58)
(58)
Dividends paid
-
-
-
-
-
(6,368)
(6,368)
BALANCE AT 31 DECEMBER 2023
87
52,566
-
4
667
17,204
70,528
Profit for the year
-
-
-
-
-
2,695
2,695
Acquisition of treasury shares
-
-
(10,721)
-
-
(19,283)
(30,004)
Treasury shares issued in relation to subsidiary
earnout
-
-
4,024
-
-
(3,720)
304
Share-based payments
-
-
-
-
-
5,311
5,311
Dividends paid
-
-
-
-
-
(7,084)
(7,084)
BALANCE AT 31 DECEMBER 2024
87
52,566
(6,697)
4
667
(4,877)
41,750
Company Statement of Changes in Equity
For the year ended 31 December 2024
FINANCIAL STATEMENTS NOTES TO THE COMPANY FINANCIAL STATEMENTS
Notes to the Company Financial Statements
For the year ended 31 December 2024
1. BASIS OF PREPARATION
The financial statements have been prepared under the historical cost convention and with Financial Reporting Standard
100 Application of Financial Reporting Requirements (“FRS 100”) and Financial Reporting Standard 101 Reduced Disclosure
Framework (“FRS 101”).
In preparing these financial statements the Company has taken advantage of all disclosure exemptions conferred by FRS
101. Therefore, these financial statements do not include:
−
certain comparative information as otherwise required by IFRS;
−
certain disclosures regarding the Company’s capital;
−
a statement of cash flows;
−
the effect of future accounting standards not yet adopted;
−
the disclosure of the remuneration of key management personnel; and
−
disclosures of related party transactions with other wholly owned members of Alpha Group International plc group of
companies.
In addition, and in accordance with FRS 101 financial instrument disclosure exemptions have been adopted because
equivalent disclosures are included in the Consolidated Financial Statements. These financial statements do not include
certain disclosures in respect of:
−
share-based payments; or
−
financial instruments (other than certain disclosures required as a result of recording financial instruments
at fair value); or
−
fair value measurement other than certain disclosures required as a result of recording financial instruments
at fair value.
The financial statements are prepared in pounds sterling (“£”), and all values are rounded to the nearest thousand (“£’000”)
except where otherwise indicated.
2. MATERIAL ACCOUNTING POLICIES
The material accounting policies adopted are the same as those set out in note 2 to the Consolidated Financial Statements
except as noted below.
Investments in subsidiaries and associates are stated at cost less, where appropriate, provisions for impairment.
3. PROFIT FOR THE YEAR
As permitted in section 408 of the Companies Act 2006, the Company has elected not to present its own statement of
comprehensive income for the year. The Company reported a profit for the financial year ended 31 December 2024 of
£2,695,354 (2023: £11,814,708).
The auditor’s remuneration for audit and other services is disclosed in note 6 to the Consolidated Financial Statements.
221
220
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
4. INVESTMENTS IN SUBSIDIARY UNDERTAKINGS
The Company has investments in the share capital of Alpha FX Limited and Financial Transaction Services B.V. Details of the
subsidiary companies are disclosed in note 15 to the Consolidated Financial Statements.
31 December 2024
£’000
31 December 2023
£’000
Balance at 1 January
64,574
54,568
Share for share exchange
304
495
Share based payments
5,011
(58)
On business combinations
-
9,569
Acquisition of non-controlling interest
48
-
Capital contribution to subsidiary
3,732
-
BALANCE AT 31 DECEMBER
73,669
64,574
As set out in note 24 to the Consolidated Financial Statements, certain employees have been awarded options over shares in
subsidiaries of the Company, which on vesting convert to shares in Alpha Group International plc.
The IFRS 2 share-based payment charge borne by subsidiaries is capitalised in most cases, other than where it is borne by the
Company.
5. TRADE AND OTHER RECEIVABLES
31 December 2024
£’000
31 December 2023
£’000
Amount owed by Group undertaking
-
6,018
Prepayments
12
2
Other debtors
656
-
668
6,020
During the year, no impairment provisions have been made against any class of debtor.
6. TRADE AND OTHER PAYABLES
31 December 2024
£’000
31 December 2023
£’000
Amount owed to subsidiaries
32,535
-
Accruals
52
141
32,587
141
7. EMPLOYEE COSTS
Other than the Directors, the Company did not have any employees during the year (2023: nil).
8. SHARE CAPITAL
Details of the share capital of the Company are included in note 21 to the Consolidated Financial Statements.
As set out in note 14, £19.3m of purchases of shares by the Company during the year were made otherwise than in
accordance with the Companies Act 2006. In addition, during the period from 1 January 2025 to 12 March 2025, the Group
similarly repurchased £3.5m of shares otherwise than in accordance with the Act.
Details of the transactions which are affected by this issue (the “Relevant Purchases”) are set out in the below table.
Date range
Aggregate number
of shares
Aggregate price
paid (£)
Average price
per share (£)
TOTAL FOR THE YEAR ENDED 31 DECEMBER 2024
919,945
19,283,343
20.96
1 Jan 2025 - 12 March 2025 (inclusive)
143,611
3,447,131
24.00
TOTAL FOR THE PERIOD TO 12 MARCH 2025
1,063,556
22,730,474
21.37
In addition, and as set out in Note 9, the Company has discovered that the interim dividend for the year ended 31 December
2024 (£1.8m) and the interim dividends paid on 13 October 2017 and the FY21 interim dividend paid on 8 October 2021
(together £0.7m) were made otherwise than in accordance with the Companies Act 2006.
As a result, the Company and its Directors at the relevant time could have claims against the shareholders who received
these dividends. The Company has no intention of pursuing any such claims and the financial statements have accordingly
not been restated for the effect of the distributions made otherwise than in accordance with the Act.
Instead, the Company is proposing certain resolutions at its forthcoming AGM to put the Company, its current and former
shareholders and its current and former directors in the position they would have been in, had the dividends fully complied
with the Act. This includes resolutions to appropriate distributable profits to the dividends that have arisen subsequently.
This also includes entering into deeds of release to release the shareholders who received these dividends, and the Directors
of the Company at the time the dividends were made, from any liability to repay any amounts to the Company.
The Directors are related parties of the Company and therefore the entry by the Company into a deed of release in favour of
the Directors will constitute a related party transaction for the purposes of the Listing Rules.
Subsequent to the reporting date, on 28 February 2025, the Company received a £50m dividend from its subsidiary, Alpha
FX Limited. As at that date, the Company’s distributable reserves were £26.9m. Interim Accounts for the Company have been
drawn up to that date and have been lodged with Companies House as they comprise ‘Relevant Accounts’ for the purposes of
the final dividend declaration.
As at 18 March, the Company held distributable reserves in excess of the amount required in respect of both the historic
payments noted above and the known future committed capital returns in FY25, including the 2024 Final dividend to be
proposed at the forthcoming AGM and the remaining £6m from the current buyback programme.
FINANCIAL STATEMENTS NOTES TO THE COMPANY FINANCIAL STATEMENTS
223
222
ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
Shareholder Information
REGISTERED OFFICE
Brunel Building
2 Canalside Walk
London W2 1DG
CORPORATE BROKER
Panmure Liberum Limited
Ropemaker Place, Level 12
25 Ropemaker Street
London EC2Y 9LY
Peel Hunt LLP
100 Liverpool Street
London EC2M 2AT
SHARE REGISTRARS
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
FINANCIAL PR & ADVISORS
Alma Strategic Communications Limited
71 - 73 Carter Lane
London EC4V 5EQ
AUDITORS
BDO LLP
55 Baker St
Marylebone
London W1U 7EU
LEGAL ADVISERS
Bird & Bird LLP
12 New Fetter Lane
London EC4A 1JP
Linklaters LLP
One Silk Street
London EC2Y 8HQ
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ALPHA GROUP INTERNATIONAL PLC REPORT AND ACCOUNTS FY2024
ALPHA GROUP INTERNATIONAL PLC
Brunel Building
2 Canalside Walk
London W2 1DG
www.alphagroup.com