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OFX Group Limited

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FY2023 Annual Report · OFX Group Limited
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OFX Group Limited
ABN 12 165 602 273

OFX Group Limited  |  ABN 12 165 602 273

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From the Chair

From the CEO

OFX at a glance

Company highlights

About us

Case study

Executive team

Environmental, Social and Governance

Directors’ Report and Financial Statements

Directors’ Report

Remuneration Report

Auditor’s Independence Declaration

Directors’ Declaration

Independent Auditor’s Report

Shareholder information

Corporate information

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  1

From the Chair

Fellow Shareholders,

It’s an honour to join OFX and work with Skander, the Board and the OFX team 

for all of our stakeholders.

In my short eight months at OFX, I’ve learned 
that OFX is an exciting global company with a 
strong purpose and culture, a unique and 
profitable digital+human business model, and 
terrific growth opportunities. It’s an honour to 
join OFX and work with Skander, the Board and 
the OFX team for all of our stakeholders. 

Even though we have had record operational 
results, exogenous factors have been 
challenging. We don’t underestimate these 
circumstances, but we know we are up to the 
challenge to continue to sustainably grow a 
more valuable company for all stakeholders.

It’s pleasing that OFX has many characteristics 
of enduringly successful financial services firms. 

Firstly, there is a clear understanding of the 
products and markets in which OFX operates. 
We have a deliberately narrow product set with 
a clear view of the levers we can pull, the risks 
we must manage and the ways in which we can 
differentiate. This gives us a real competitive 
advantage in improving continuously, creating 
stronger and more valuable client relationships 
and weathering economic cycles.

Secondly, we have excellent risk management 
credentials. Risks change, evolve and grow 
constantly. As we add product or regions, the 
risks compound. The experience of the Board 
and management team are well matched to 
these dynamics. We have a clear and shared 
line of sight to our risks, we have deliberate 
discussions which lead to specific actions, 
and we rigorously follow up.

Finally, we are ambitious. Growth and returns 
don’t happen by accident – they happen because 
the team wants to make a difference and is 
capable of making that difference. I am very 
encouraged by the appetite and energy of the 
team and the Board in wanting OFX to grow and 
to be more valuable. This appetite and energy 
is backed by solid global financial services 
expertise and a genuine understanding of 
how to execute throughout our value chain.

2  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Executing and building a valuable company 

This year we delivered record results, but we are 
also building real momentum in the transition of 
OFX to a more global, more B2B-focused and 
more valuable company.

I will be working with the Board in a few areas in 
particular, to assist Skander and the team build a 
more valuable company.

Firstly, we are at a stage where it is critical to 
aggressively execute on our growth strategies. 
We must build on this Board’s significant global 
experience, by continuing to work with the team 
on our global expansion both in terms of 
increasing our market share as well as opening 
larger market opportunities. As many have 
noted, the global payments market is still highly 
fragmented yet very large and that translates 
into very substantial opportunity. As a Board we 
can help by connecting valuable networks, 
sharing experiences of our own corporate 
careers and working with management to focus 
our resources on the best global opportunities.

Secondly, even with this Board’s strong risk 
credentials, we must each continue to be fully 
versed in the emerging and changing risks 
including cyber, other highly sophisticated 
financial crime, evolving regulatory requirements 
and new governance expectations. For example, 
as a Board we have already engaged in more 
cyber risk training since August than we had 
cumulatively in the five years’ prior. That’s not 
a poor reflection of the prior period. Rather it 
reflects the relative risks and the new risks we 
face. Similarly, although OFX is well-recognised 
internationally for its fraud and AML risk 
management, the environment continues to 
toughen. We are proud of the unique strength 
of our risk management not only in safeguarding 
customers but also in advising our valued 
regulator and other government stakeholders 
in multiple jurisdictions. The Board continues to 
constructively challenge our OFXers to maintain 
our leading risk practices. 

Finally, our continued dedicated investment 
in technology is imperative, as is ensuring 
that capital is spent wisely, programs are 
well-managed and there is a clear line of sight 
to the benefits, whether they be in building 
a safer company, a better client experience, 
a lower cost to serve or all of the above. 
We must continue to be thoughtful and 
disciplined in our investment of capital 
and of our human resources. 

These points of Board focus are in addition to 
the success factors OFX has always focused 
on – good governance, strong investor 
engagement, supporting the development 
of clear strategy and helping build a great 
culture. Related to these success factors, 
I want to especially thank our former Chair, 
Steve Sargent, who served OFX for six years 
and led the embedding of these practices 
from the top down. 

It’s a great time to join OFX, and I am 
delighted to be part of the team. For those of 
you whom I have already met, thank you for 
giving me such a warm welcome. Many thanks 
to Skander, the Board and the entire OFX 
team for your hard work and significant 
contributions to our operational and strategic 
success. I look forward to continuing to work 
with all of you.

Patricia Cross
Chair

23 May 2023

It’s pleasing that 
OFX has many 
characteristics of 
enduringly 
successful financial 
services firms.

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  3

We finished the year with 
record results, record 
employee engagement, and 
more reliable and scalable 
than we have ever been.

From the CEO

Fellow Shareholders,

The 12 months ending 31 March 2023 (FY23) was a very important and 

challenging transition for all companies, emerging into a post-COVID 

world, and having to manage through the most rapid set of increases 

in interest rates, and inflation, in all regions, in a decade.

It forced new approaches on how to best 
support our people, which growth and 
productivity programs were the most critical, as 
well as how to build a more valuable company in 
these conditions. 

We also completed our first acquisition, of Firma, 
in May. More about that later, but it has 
delivered underlying EPS accretion of greater 
than 30% in its first year, well ahead of our target 
of 20%. 

At OFX, the work we have done in the last 5 years 
to understand our clients, build engagement 
with our people, and invest in our technology 
was what allowed us to transition so well. 

We finished the year with record results, record 
employee engagement, and more reliable and 
scalable than we have ever been. 

Results were strong, with record Net Operating 
Income (NOI), NOI margins, underlying EBITDA, 
and all our regions contributed well.

In FY23, 59% of our Fee and Trading Income 
(revenue) was derived from our Corporate 
segment, confirming our strategic pivot to 
Corporate, first described in FY19, as being well 
and truly delivered. By way of contrast, in FY18, 
our Corporate segment contributed 36% of our 
group revenue. 

Similarly, 42% of our revenue came from our 
North American region. In FY18 we saw 19% of 
our revenue from North America. In fact, APAC, 
which is where we were founded, despite 
growing consistently, now only represents 43% 
of our total revenue, also confirming we are well 
on our way to be a truly global company, one of 
our critical strategic goals.

Finally, we welcomed our new Chair, Patricia 
Cross, who succeeded Steve Sargent in August 
2022. We were very fortunate to have had Steve, 
and Tricia brings a wonderful set of skills, as well 
as a great deal of ambition for OFX globally. 

Trading highlights 

Net Operating Income of $214.1 million, up 45.6% 
on FY22.

Growth in NOI margin from 53bps to 65bps. 

Underlying EBITDA of $62.4 million, up 40.3% 
on FY22.

A record year 

Underpinning the trading highlights were very 
strong performances across the regions and the 
segments. 

APAC delivered $89.9 million of revenue, which 
was up 7.4% on FY22. Corporate growth in the 
APAC region was 19.5%, driven by transaction 
growth and strong margins. Our pivot in 
Enterprise to small and mid-sized prospects is 
gaining traction with two new partnerships 
signed and activated in the latter half of FY23.

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  5

From the CEO

North America delivered $88.7 million of 
revenue, which was up 105.7% on FY22, driven 
by the acquisition of Firma, along with strong 
Corporate growth. The Corporate segment in 
North America represented 71% of the region’s 
fee and trading income in FY23. 

EMEA delivered $31.7 million of revenue, which 
was up 27.2% on FY22 with the Corporate 
segment delivering growth of 79.2%. 
We continue to invest in our expansion into 
Europe with revenue up 9.4% over FY22.

Corporate revenue was $124.6 million, up 89.4% 
on FY22 through strong organic performance 
and the acquisition of Firma in May 2022. The 
growth in revenue was driven by a 29% growth in 
transactions, average transaction values up 14% 
and strong margin management. Our Online 
Seller segment was down 6.9% for the year with 
softer conditions in the eCommerce market and 
a drop in consumer confidence particularly in 
during the second half in FY23. 

Our Enterprise segment was up 2.1%, 
strengthening in 2H23, up 14.0% on 1H23, with 
increased activation in the existing portfolio. We 
are seeing a positive trend in repositioning of 
our target client base with two new clients in 
2H23 already trading. Finally, consumer revenue 
was up 0.3% in the year with high value use 
cases declining in 2H23 as rapidly rising inflation 
and interest rates impacted consumer 
confidence and asset values.

6  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Integrating Firma

In last year’s letter I wrote, in relation to the 
Firma acquisition, that “Our first year of 
integration is about retaining the Firma people, 
about delivering Firma underlying EPS accretion of 
20% on an annualised in year basis, and ensuring 
the integration execution is well set for Year 2.” On 
all counts, the team has done an excellent job.

In terms of retaining people, voluntary attrition 
amongst the Firma team has decreased 
meaningfully from October 2022 – March 2023. 
Further, engagement scores are stable, we have 
recognised team members through more than 
40 promotions across the Company and seen 
excellent collaboration as the integration 
progresses. The Firma senior leadership team 
participated actively in our annual leadership 
summit in September and have brought 
beneficial skills and momentum to the Group.

Firma delivered underlying EPS accretion of 
greater than 30%, comprised of very strong 
revenue and better than expected cost 
synergies. 

Our migration of the regions is well on track for 
this year, as we targeted, which will create 
further opportunities to grow and realise cost 
synergies, as well as bigger and more challenging 
roles for employees. 

For many in OFX and Firma, it was their first 
integration. As such it is a testament to the 
collective esprit d’corps of the group to build and 
execute a very strong integration program, 
drawing on teams from both organisations. We 
have learned a great deal about what to look for 
in a good acquisition, as well as how to integrate 
well. I must thank Ken Wills, James Gref, and 
Surbhit Soni in particular for their outstanding 
leadership here.

From the CEO

Where to from here?

Conclusion 

The critical components of our transition have 
been well and truly been delivered. We are a 
more valuable company, with more recurring 
revenues, a stronger global infrastructure 
and a much stronger team. We must now take 
these advantages and grow sustainably, 
whether organically or inorganically, to leverage 
all the hard work and investment over the last 
five years.

Thank you to our investors for investing in us 
this year, we appreciate your support. 

Thank you to our loyal clients. We never take 
your custom for granted. 

Thank you also to our Board who have challenged 
us, shared their experiences to see us grow, and 
worked incredibly hard. 

Finally, a big thanks to all the dedicated OFXers, 
including all those who have joined as part of 
Firma, who make this such a great Company.

Skander Malcolm

Chief Executive Officer and Managing Director

23 May 2023

We have OFX in strong shape, having delivered 
many of the key aspects of the transition we set 
ourselves in FY19 – to be more global, more 
Corporate, reliable, and scalable. However, for 
our Global Executive Team in particular, it feels 
as though the best work is yet to come. We see 
considerable opportunity to further improve our 
global infrastructure – our technology platform, 
our risk management program and our global 
footprint. 

Technology creates scale, speed and safety, and 
we are investing heavily – over $54 million in 
CAPEX since FY18 (compared to $75 million in the 
cumulative period 1998 – 2017). But there is 
more to do – we want faster settlement times for 
our clients, more sophisticated digital risk 
management tools, easier to access digital 
platforms for our clients, and our people to use, 
better reporting tools, better cyber defense 
programs and much more.

All great, durable, financial services company are 
excellent at risk management, and OFX is no 
exception. We want to take the strong risk 
culture and expertise we have and complement 
it with better tools, more contemporary analytics 
and more global lessons to enhance our risk 
management practices. We took the decision to 
separate Risk as a function from Operations with 
effect from January, and we look forward to 
further strengthening our approach as a result.

Finally, the progress in building a more global 
company has been excellent, but there is 
considerable opportunity to be stronger in 
EMEA especially. Our investments in that region, 
as well as North America and APAC, will drive our 
global footprint further, safely.

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  7

OFX at a glance

We’re global and local...

1m+ clients

715 employees 

12 offices around the globe

24/7 support for our clients

$39bn transferred last year

8  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Company highlights
Company highlights

FY23 Underlying EBITDA

Underlying EBITDA margin 

$62.4m

Up 40.3% v FY22

29.2%

Net cash held (31 March 2023)

Statutory NPAT

$93.8m

$31.4m

Up 25.6% v FY22

Underlying net profit after tax 
(NPAT)

$37.6m

Up 43.1% v FY22 

Fee and Trading Income  
(Revenue)

$225.0m

Up 42.4% v FY22 

Net debt (31 March 2023)

Net promoter score 

$18.8m

71

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  9

About us

We’re digital + human

OFX grew from the idea that there had to be a 
better, fairer way to move money around the 
world. That was 20 years ago, and we’re still 
driven by the same mission.

We believe real help from real people counts, and 
that’s why we offer our clients the best of both 
worlds – an easy-to-use digital platform, combined 
with 24/7 phone access to our currency experts 
- we call them OFXperts.

Our company values:

Always keep learning.  
Share your expertise, learn from others.

Get the right stuff done.  
Own it, execute it, deliver the exceptional.

Inspire client confidence.  
Keep the client at the centre of everything we do.

Push boundaries.  
Discover what is possible.

We’re better together.  
We are stronger as one team.

10  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Case study

Corporate client

There’s a story behind every 
transfer: Everyday Cashmere

exchange rates and lock in a rate to give us more 
certainty on our costs has been critical. And it 
makes you a better business person because it’s 
not just you leading it. Someone else is there 
talking you through it.”

As Jennifer’s business continues to grow, so do 
her manufacturing orders. Future planning is 
essential to ensure production timelines are met 
and there is some level of predictability on her 
cost base. With the help of Aylin, Jennifer knows 
when the rates are optimal for her key currencies 
and can lock in a fixed rate for upcoming orders. 
“We have discussions about what our volume is 
for the next 2 months and how much we should 
lock in. Having that extension of the brand makes 
our planning a lot better.”

Now that travel has become a part of people’s 
lives again, Jennifer’s customers are able to wear 
her cashmere garments for both travel and 
for the every day.

How would Jennifer 
describe OFX in one 
word? Personal.

Jennifer Hart started her clothing business in 
2008, offering a solution to the struggle of finding 
“versatile garments to rely on in all situations”. 
Prior to the COVID-19 pandemic, Jennifer 
recognised that a love of travel across both the 
north and south hemispheres was something 
innate to Australian culture, making climate-
controlled outfit selections difficult.

To ensure high quality, ethically produced 
products for customers, Jennifer sources 
Mongolian cashmere yarn from family-run farms. 
Managing currency fluctuations, paying overseas 
suppliers on time and keeping up to date with 
incoming orders can be challenging for any 
small business.

“Suddenly realising you have $50,000 worth of 
stock landed and cleared because that fits in 
with the manufacturer’s schedule is hard because 
you can sit on it for 3 or 4 months before you can 
actually sell it. We used short-term financing 
companies to cover costs initially as we weren’t 
supported by anyone. Like any small business, 
cashflow is key”.

And like many other small business owners, 
Jennifer wears many hats. “We are a team of three 
people and Aylin [Amey, OFXpert] is an extension 
of our team. I think it’s important as a small 
business to have a specialist on-hand, someone 
who understands the business side and can 
integrate their FX knowledge into what the 
business needs.”

Developing such a great relationship with Aylin 
has meant Jennifer can focus more on the areas 
of her business she enjoys. “OFX is a fantastic 
because they’re proactive. For a small business, 
having that person who can help monitor the 

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  11

Case study

Corporate client

There’s a story behind every 
transfer: Hark Enterprises

Australian owned Hark Enterprises was founded 
in 2004. The same year the business started using 
OFX. And for the trifecta, the same amount of 
time Tim, Managing Director, has been working 
with his OFXpert, Brett. An 18-year relationship, 
impressive by any feat.

“Brett has been great. The OFX platform is 
advanced enough for me to self-serve, but every 
now and then I will give him a call if we need to 
change something. There is a nice flexibility in 
there to do that. We’ll have a bit of a chinwag 
about what’s happening in the currency markets.”

A distributor and wholesaler of barbeque units 
and accessories, Hark Enterprises has grown 
alongside the deeply ingrained barbeque culture 
in Australia. 

The question on Tim’s mind when they first 
started dealing in US dollars was simple: “How 
could we send currency overseas? Or better yet, 
buy currency?” 

And yet, having briefly worked with a bank for 
his foreign exchange Tim knew there had to be 
a better, easier alternative to help with business 
cash flow. 

“Cash flow was really the most important thing 
for us. I turned to OFX and it’s been a simple 
process ever since. We have dealt with banks in 
the past, they are a lot more complex and frankly, 
OFX are a lot more competitive on the rates.”

Like many in the consumer and retail category, 
Hark Enterprises benefited from the pandemic 
as consumers spent more time dining and 
entertaining at home. The business saw a 
significant boost to sales – but it wasn’t without 
its challenges. Shortages of labour, staff and 

products meant it couldn’t get stock fast enough 
to keep up with demand. 

And the business is still feeling the headwinds of 
the pandemic. Shipping costs have gone through 
the roof, and the length of time to get things 
produced has blown out from 30 days to around 
90 days. All this can have a compounding effect 
on cash flow. 

And when it comes to currency movements, safe 
to say he’s seen it all. 

“It can be hard to manage cash flow with the 
huge swings we’ve seen in the dollar. Thankfully, 
OFX’s platform makes it easy. You can go online 
and check live rates very quickly. For a while when 
we were working with larger retailers, we also 
used Forward Contracts to protect us from those 
large swings.” 

Forward contracts allow businesses to lock in 
a favourable rate for up to 12 months, so that 
businesses know the exchange rate at the time 
the transfer takes place. 

“Contracts would be three or six months out, 
so [for example] we’d sign a deal in January and 
deliver it to the customer in May. We’d get a 
Forward Contract for that currency for that date 
to give us more certainty.”

“My business is not foreign currency. I’m better 
off focusing on getting my supply chain right, 
supporting dealers and giving a great client 
service. OFX has been great.”

How would Tim describe OFX in one word? 
Easy.

12  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Case study

Corporate client

There’s a story behind every 
transfer: Kulani Kinis

From side-hustle to global swimwear brand, 
dynamic duo and co-founders Dani and Alex 
never could’ve imagined they’d be making such 
a splash in the online swimwear industry.

For Dani, the lightbulb moment was after a 
disappointing and expensive online bikini 
purchase back in 2014, when online shopping was 
still in its infancy. Fellow ocean-lovers spotted a 
gap in the market for a better value-for-money 
alternative and set the wheels in motion for 
Kulani Kinis.

In 2015 the business made its first sale and the 
pair haven’t looked back. After 6 months of late 
nights and weekend work, Dani and Alex found 
a manufacturer in China and created their first 
product samples – all while continuing to hold 
down their full time jobs; Dani, a full time 
psychologist and Alex, accountant by day and 
self-proclaimed “bikini baron” by night. Just as 
they were perfecting their juggling act, a series 
of events saw them launch themselves into the 
deep end to see what the US had to offer. 

The pair attribute a lot of their initial success and 
growth to the trade shows that are so entrenched 
in the US start-up scene. Their very first trade 
show presented its own unique challenge: finding 
a quick and cost-effective way to transfer funds 
to the organiser in US dollars, with money sitting 
in an Australian bank account. 

Enter OFX. “I’ll always remember our first time 
using OFX. We needed a fast payment to the US 
so we could participate in our first trade show. 
Matt Richardson [OFXpert] onboarded us so 
quickly and facilitated the payment. That was 
the start of our relationship with OFX.”

As the brand’s global presence grew from being 
side hustle, so did the need for ongoing FX support. 
With OFX now “ingrained in the business” following 
that first experience, the pair felt confident they 
could build a successful global brand.

“OFX is centered around the idea of helping 
businesses get on with what they do, reducing 
any hassle. You don’t have to think about it, it just 
happens with OFX.”

Today, Kulani Kinis is a successful global 
eCommerce business, with a team of 28 spread 
across China, Australia and the US, focused on 
delivering the best quality products and service 
to their customers around the world. 

Importing products from international suppliers 
and juggling payments in USD, CAD and GBP can 
be expensive. Using OFX, Dani and Alex have 
found a quick and secure way to make multi-
currency payments without hefty foreign 
exchange fees. 

“We use OFX as our one stop shop. We pay 
manufacturers in China, work with our creative 
team in LA and modelling agencies in LA. Even 
renting houses for photoshoots is easier”, said Alex.

“Working with OFX has made transferring [funds] 
easier and cheaper. They [OFX] always help to 
provide transparency so you know you’re in 
safe hands”. 

With so many moving parts, the business 
attributes much of its success to OFX.

“OFX has been integral in getting us to where we 
are today, it’s the reason why we have been able 
to grow and do what we have been able to do.”

How would this dynamic duo describe OFX 
in one word? Opportunity.

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  13

Executive team

Key Management Personnel

John (‘Skander’) Malcolm 

Chief Executive Officer and Managing Director 

Skander joined OFX in February 2017 as CEO & Managing Director. 

He has more than 30 years’ experience in financial services and healthcare. In financial 
services, he has particular depth across consumer payments, consumer finance, joint 
ventures, partnerships, commercial lending and leasing, and digital. His global experience 
includes having lived and worked in Australia & New Zealand, the UK, the US, Turkey, the 
Middle East, Africa, and Eastern Europe.

Prior to joining OFX, Skander was President Eastern & African Growth Markets for GE 
Healthcare, and prior to that, President, GE Capital, Australia and NZ. He worked for GE 
from 2003 to 2016, and prior to that worked at Westpac Banking Corporation and 
Household International.

He holds a Bachelor of Economics from the University of Sydney.

Selena Verth

Chief Financial Officer

Selena joined OFX in October 2017 and has more than 22 years’ experience in finance, 
analytics, M&A and risk across various roles. 

Her most recent role was Head of Finance – Platforms, Superannuation and Investments 
and Head of Wealth Analytics and Insight at BT Financial Group Australia. Prior to this, 
Selena held a number of senior financial roles within GE, including Leader, Financial 
Planning and Analysis and Commercial Finance for GE Global Growth and Operations, 
Australia and New Zealand and Director of Business Development for GE Australia. 

Selena has a Bachelor of Commerce and Executive MBA from the Australian Graduate 
School of Management. She is a fellow of CPA Australia and is a Graduate of the Australian 
Institute of Company Directors.

Mark Shaw

Chief Operating Officer 

Mark joined OFX in January 2018 and is responsible for the Group’s global operations. 
Mark was also Chief Risk Officer until February 2023.

Mark has over 20 years’ experience in financial services gained at leading Australian and 
New Zealand banks. Most recently he led the Operational Risk and Compliance function for 
the Australia Division at ANZ. Mark held several other senior roles within ANZ including 
Head of Compliance in both Australia and New Zealand. Before joining ANZ in 2007, Mark 
worked at Suncorp managing the group’s governance, policy and regulatory training 
frameworks and overseeing compliance and operational risk teams across Australia.

Mark holds bachelor’s degrees in Computer Science and Law from the University of 
Queensland and has also completed all three levels of the Chartered Financial Analyst (CFA) 
program. 

14  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Executive team

Other Executives

Axel Freytag

Chief Strategy & Corporate Development Officer

Axel started as Chief Strategy and Corporate Development Officer in April 2023.

Axel joined OFX two year and a half years earlier as Head of Corporate Development. 
His experience spans corporate strategy, finance/M&A and execution. Prior to OFX, 
Axel wasa management consultant at Strategy& (formerly Booz & Co). Previously, he held 
varied corporate finance roles at GE. Axel has also spent time in private equity and working 
with entrepreneurs.

Axel holds an MBA from Columbia Business School (USA) and a BA in Economics from McGill 
University (Canada). 

Gavin Groll

Chief Risk Officer

Gavin joined OFX in January 2023 as Chief Risk Officer and is responsible for OFX’s Risk and 
Compliance functions globally. 

He has over 25 years’ experience in senior management positions across financial services, 
banking and insurance in Australia and South Africa. Gavin has deep experience in maturing 
risk management and culture and is passionate about building capabilities that drive 
sustainable and robust organisational outcomes. 

Prior to OFX, Gavin was at Genworth Mortgage Insurance (now Helia) for over 10 years where 
he held various roles as head of financial and non-financial risk. He was also responsible for 
leading various strategic and regulatory programs, working with the Board and executive 
management team.

Prior to Genworth, Gavin was at Westpac for eight years where he developed the risk 
advisory function for the retail bank and was the lead risk advisor for the St George/Westpac 
merger. He has deep experience engaging with regulators, boards and other stakeholders 
collaboratively and constructively.

Gavin has also worked in risk roles in South Africa at FirstRand Bank and is a qualified lawyer.

Elaine Herlihy

Chief Marketing and Product Officer

Elaine commenced her role as Chief Marketing Officer at OFX in May 2019 and was appointed 
to the role of Chief Marketing and Product Officer in August 2020. 

She has over 20 years’ experience in strategic marketing, brand, communications and sales in 
FinTech, Banking, Superannuation and Media (B2C and B2B). As Marketing Director at PayPal 
Australia, Elaine was responsible for driving client growth and engagement across both the 
consumer and merchant portfolios and building the PayPal brand in Australia. Prior to joining 
PayPal, Elaine spent eight years at Westpac Group leading brand and marketing functions across 
both Westpac Bank and BT Financial Group’s Superannuation business. Elaine also worked in a 
variety of marketing and communications roles over a nine-year period at Reuters in London.

Elaine holds a Bachelor of Commerce from University College Dublin and a Higher Diploma in 
Marketing Practice from the Smurfit Graduate School of Business in Dublin. She is a Graduate 
of the Australian Institute of Company Directors and is an Independent Director.

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  15

Executive team

Alfred Nader

President, North America

Alfred joined OFX in September 2019. 

He has over 20 years’ experience in all aspects of cross border payments and foreign 
exchange, having held senior management positions at Western Union and Travelex.

Before joining OFX, Alfred was Regional Vice President for Latin America and the Caribbean 
for Western Union Business Solutions (WUBS) and was responsible for all WUBS activities in 
the region. While at WUBS, Alfred also served as Vice President of Corporate Strategy and 
Development working in M&A and negotiating international partnership deals. Prior to that, 
he held several senior roles with Travelex Global Business Payments.

Alfred holds a BBA from The George Washington University and an MBA from MIT’s Sloan 
School of Management. 

Yung Ngo

President, Asia Pacific

Yung joined OFX in March 2019 as President, Asia Pacific.

Yung has over 25 years’ financial services experience in the payments, banking and insurance 
industries. Prior to joining OFX, Yung has held senior executive positions at Westpac, St. 
George Bank and GE Capital leading large-scale operations across retail banking, home 
lending and commercial finance. He has extensive experience driving growth across multiple 
channels including consumer and corporates, business partnerships and third party channels 
as well as call centre distribution.

Yung holds a Bachelor of Jurisprudence and a Bachelor of Laws from UNSW and is also a 
Graduate of the Australian Institute of Company Directors. He was a previous non-executive 
director for Settlement Services International, a not-for-profit organisation supporting the 
humanitarian sector.

Kate Svoboda

Chief People and Culture Officer

Kate joined OFX in January 2021. 

Kate has over 22 years’ experience in people and culture across a range of roles in the 
financial services industry. Her previous role was as Chief People and Culture Officer at 
Genworth Australia where she led culture and engagement, organisational design and 
effectiveness, capability and workforce planning, talent acquisition and development, 
diversity and inclusion and remuneration and benefits. Prior to Genworth, Kate worked as a 
Senior Human Resources Business Partner for Challenger and held various human resources 
roles at the Commonwealth Bank of Australia. She has also worked in a range of management 
and clinical roles in public health. Kate has deep experience developing people and culture 
strategies that support and enable business strategy.

Kate has a Master of Business Administration (University of New England) and a Bachelor of 
Speech Pathology (University of Queensland).

16  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Executive team

Adam Thomas

Chief Technology Officer

Adam joined OFX in December 2019 and was promoted to Chief Technology Officer in 
August 2020. 

He has more than 20 years’ experience in IT and product development across finance, media 
and telecommunications and management consulting across many more industries. 
His speciality is combining agile, product-led engineering teams with commercial enterprise 
architecture to provide scalable capability for business growth and product innovation.

Before joining OFX, Adam was Global Chief Architect for News Corp and Head of Architecture 
and Technology Strategy for News Corp Australia, leading the transformation of the many 
mastheads towards digital sustainability. Prior to that he was Head of Platforms, leading 
large-scale engineering and systems integration teams providing cost efficient delivery of 
capabilities and innovation. Adam previously worked in Management Consulting for PwC 
and IBM.

Adam holds a Bachelor of Science (Business Information Technology) from the University 
of NSW.

Sarah Webb 
President, EMEA

Sarah joined OFX in December 2018 as President, EMEA. 

Sarah and has more than 20 years’ experience in payments and a track record of developing 
client relationships, product initiatives and building profitable businesses. Prior to this, 
Sarah held the role of Managing Director, Global Payments Networks at Barclays, where she 
led a team responsible for managing strategic partnerships across credit and debit portfolios 
globally as well as leading the Barclaycard PSD2 program. Before joining Barclays, Sarah 
was Head of Global Product Management, Commercial Payments, at American Express.

Sarah holds a Bachelor of Science (BSc) degree in Maths with Management from Imperial 
College, University of London.

Adrian Wong 

Chief Legal Officer and Company Secretary

Adrian joined OFX as Chief Legal Officer and Company Secretary in December 2022. 

He has over 25 years’ experience in legal, risk, governance and compliance matters, including 
over 15 years in financial services.

Prior to OFX, Adrian was General Counsel and Company Secretary at Latitude Financial 
Services. He previously held the position of Executive Counsel – Mergers & Acquisitions at 
GE, where he was responsible for all M&A activity in Australia and New Zealand. Adrian has 
also worked with Energy Australia, Linklaters in London and Ashurst in Australia. 

Adrian has a Bachelor of Laws (Honours) and a Bachelor of Commerce degree from Monash 
University.

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  17

Environmental, Social 
and Governance

19  A message from the CEO
20  Primary ESG Metrics and KPIs
21  Environment
24  Social
30  Governance

18  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

A message from the CEO

Environmental, social and governance (ESG) risks and challenges continue  

to drive the rapidly changing world in which we operate. As a company, we  

have to address these risks in order to mitigate the effects for our clients, our 

shareholders, our people and the many communities in which we operate.

These pillars sit alongside our ongoing work to 
protect our stakeholders’ privacy and data, 
strengthen our cyber security, and demonstrate 
transparent pricing and selling practices. We also 
continue to comply with regulatory requirements 
around the world.

In FY23, we continued to ‘Make a Difference’ 
in what we delivered for our clients, our 
communities, our investors, our regulators 
and our people. We did this through improved 
reporting on energy usage within our business 
operations, increased and ongoing investment in 
the development of our people, and the process 
and technological improvements made to better 
protect our clients privacy and data.

The result for OFX will be to strengthen our 
brand and our reputation. That is what our  
ESG program is built to deliver.

In this year’s report, we focus on some of the 
achievements and progress we’ve made within 
our ESG program, which has three core pillars:

Investing in a sustainable future

De-carbonising our business operations, with 
the goal of reaching Net Zero and becoming 
Climate Active Certified;

Empowering people globally and locally 

Driving greater inclusion and diversity, providing 
career development opportunities for our 
people, and providing volunteering and community 
engagement activities for our people globally;

Global financial responsibility 

Educating our clients and our people on fraud 
awareness and prevention through educational 
campaigns and initiatives, underpinned by the 
ongoing work to becoming ISO27001 certified 
in Australia.

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  19

Primary ESG Metrics and KPIs

Primary ESG Metrics and KPIs1

Diversity

Pricing

Privacy

Fraud and 
financial 
crime

Cyber

Environment

Metric

Female representation on 
the Board

Female representation at SLT 
level

Time taken to action client 
complaints

% of all employees & 
contractors trained each year

Number of privacy impact 
assessments

FY22

33%

FY23

50%

41%

44%

Target for FY24

Min 40% 

Min 40% 

2.7 
business 
days

2.0
business 
days

Maintain the time taken 
to action client complaint 
at 2 business days

90.87%

97.93%

95%

5

6

>= number of new high 
risk initiatives involving PI

Fraud training for employees

88.89%

OFX fraud preventions

99.02%

97.69%

97.58%

6

3

95%

97%

<=5

Number of P1 
cyber incidents

Percentage of cyber attacks 
thwarted

Carbon emission reporting 
coverage across OFX 

99.99%

99.99%

99.99%

N/A

100% 
OFX 
entities

100% OFX and integrated 
Firma Foreign Exchange 
Corporation entities

1.    All figures, except OFX fraud preventions and carbon emission reporting, are combined OFX & Firma results and reflect ongoing 

integration work.

OFX achieved all FY23 ESG KPIs, except that OFX fraud preventions were 97.58% (-2.41% from target) 
and female representation at SLT was 44% (-1% from target). OFX added a new KPI for FY23 on Carbon 
Emission Reporting.

Engagement and awareness 

As a business we believe that our ESG impact can 
extend to helping our people make better 
decisions in their personal lives. We are 
committed to raising awareness about ESG and 
providing opportunities for OFXers to make a 
positive impact for people and the planet.

In FY23, we promoted environmental initiatives 
through our internal communications, such as 
Earth Hour and Clean-Up Australia Day to 
encourage our people to participate. We also 
continued to encourage our people to minimise 
printing and recycle carefully.

20  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Based on FY23 employee survey results, 71% of 
our people believe that our business is genuinely 
committed to social responsibility and just under 
90% of our people who commute to work either 
walk, bike or take public transport.

This action plus education contributes towards 
our evolution to being a more environmentally-
minded, socially- conscious and resilient 
business. In FY24, we look forward to continuing 
to help educate our people on ways to get 
involved to ‘Make a Difference’ through our 
employee volunteering program.

Environment

Investing in a sustainable future

The nature of OFX’s business, driven by our digital + human offering, means 

that OFX’s direct environmental impact is not high. However, we understand 

that we do have an indirect environmental impact and are committed to doing 

what we can to help reduce this impact. We remain committed to taking steps 

to actively monitor, reduce and offset our consumption.

Determining high-priority, high-impact areas

We track our environmental impact and focus on 
the key issues self-identified in the Sustainability 
Accounting Standards Board (SASB) Materiality 
Map with the greatest impact on the financial 
condition or operating performance of the 
consumer finance industry.

In accordance with the SASB Materiality Map,  
we have identified the following key issues:

• Carbon emissions reduction; and

• Waste management and recycling.

In FY24, we commit to performing a materiality 
assessment to identify and classify the high-
priority, high-impact areas.

Carbon emissions reduction 

The first step for OFX was to better understand 
our carbon emission output and this starts with 
measurement. This allows us to become more 
informed and enables us to make more educated 
and conscious decisions about our operational 
practices now and into the future. Only once our 
carbon emission output is known can we then 
develop a strategy to help manage, reduce and 
mitigate it.

In FY23, we engaged with an independent 
carbon emissions management consultant to 
calculate and report on our scope 1, 2 and 
upstream scope 3 carbon emissions according 
to the Greenhouse Gas (GHG) Protocol. This 
classification is compliant with the Australian 
Government’s Carbon Active Carbon Neutral 
Standard for Organisations and the British 
Standard Institution’s PAS 2060 Carbon Neutral.

OFX emissions have been calculated on an 
‘emission by spend’ basis using data from all 
OFX Group Limited entities but excluding Firma 
Foreign Exchange Corporation entities (acquired 
fully in September 2022). In FY24, OFX will 
include the Firma legacy business (once fully 
integrated into OFX operations) into our carbon 
emission calculations.

OFX’s carbon emission in FY23 was as follows.

Total GHG emissions (CO2e tonne) 

Scope 1

Scope 2

Scope 3

Total

0

248.05

8,318.38

8,566.42

Numbers are calculated from estimates only based off total spend, 
not including Firma Foreign Exchange Corporation entities.

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  21

Environment

Investing in a sustainable future

Green House Gas (GHG) emissions output of the OFX Group of companies

Location

Australia

New Zealand

Hong Kong

Singapore

United Kingdom

Ireland

United States

Canada

Total

Scope 2 :Energy 
(Electricity) GHG 
emissions
(CO2e tonne) 

Scope 3 : Indirect
 Upstream 
GHG emissions
(CO2e tonne)

Total GHG 
emissions
(CO2e tonne)

193.91

1.7

18.41

5.04

9.56

1.04

16.81

1.57

248.04

6,167.02

6,360.93

91.98

197.06

299.64

339.99

51.39

678.92

492.38

93.68

215.47

304.68

349.55

52.43

695.73

493.95

8,318.38

8,566.42

Numbers are calculated from estimates only based off total spend, not including Firma Foreign Exchange Corporation entities.

In office spaces that continue to house our 
people, OFX is committed to using energy-saving 
technologies for lighting, heating, cooling and 
monitoring usage.

In FY24, as a result of measuring and identifying 
the main sources of OFX’s carbon emissions, we 
are equipped to harness operational changes for 
carbon emission reduction as well as make use 
of carbon offsets. We recognise that there are a 
number of barriers to verifying the efficacy of 
carbon offsets, so are working with our external 
consultant to make a considered decision and 
purchase offsets in FY24.

In summary, OFX does not contribute 
to scope 1 emissions. OFX’s energy 
consumption is limited to scope 2 and 3 
emissions. We estimate that 97.1% of our 
emissions are upstream scope 3 emissions. 

Whilst cloud computing forms an integral part 
of the OFX business, OFX remains committed to 
using energy-efficient cloud computing providers.

OFX also remains committed to only using air 
travel purposefully. As a global business, OFX 
relies upon and is continuing to explore further 
opportunities to connect to our people virtually 
to reduce emissions related to commuting.

In FY23, OFX made the positive step of significantly 
reducing its office space in response to 28.6% of 
OFXers (and 43.0% of Firma Foreign Exchange 
Corporation workers) working remotely and the 
opportunity to combine office space with Firma 
Foreign Exchange Corporation.

22  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Environment

Investing in a sustainable future

Top 3 quantified emissions

Waste management and recycling

Waste management and recycling continues to 
be a focus for OFX. In FY23, as in previous years, 
we actively reduced waste by encouraging 
OFXers to recycle at recycling facilities in all of 
our locations globally.

In addition, in FY23 we launched a technology 
hardware recycling program with an Australian 
First Nation’s charity with a focus on “work[ing] 
with community to create meaningful points of 
connection to share Aboriginal culture and 
achievement”. Going forward, we will be 
donating out-of-commission technology to this 
charity on a biannual basis.

We also donated approximately 300 of our 
out-of-commission laptops and personal 
computers to an overseas orphanage via a 
not-for-profit organisation in Sydney.

In FY24, we commit to continue to use 
e-signature tools across our business to reduce 
paper consumption; eliminate all single use 
plastic cutlery for corporate catering globally; 
and choose only those off site venues with 
recycling options.

 Professional services 64.3%

 Cloud computing services 16.3%

 Air travel 5.5%

 Remaining categories 13.8%

21.6%

Reduction in 
office space in 
FY23, globally

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  23

Social

Empowering humans globally and locally

A diverse and inclusive workplace

Gender

44%

Female representation  
in OFX staff

Linguistic

48%

Speak a language  
other than English

Culture

41%

From culturally  
diverse backgrounds

Inclusive 

88%

Diversity and inclusion 
engagement factor  
(our second highest)

Our hybrid workplace enables us to employ diverse talent globally

Employees by region

Remote vs office-based

APAC  48%

North America  39%

EMEA  13%

Office-based  79%

Remote  21%

24  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Social

Empowering humans globally and locally

Age diversity among our people

Pay equity

 18-24 3%

 25-34 37%

 35-44 39%

 45-54 16%

 55-64 4%

Support for working parents

16 weeks

Paid parental leave available 
for all employees

Average pay competitiveness of 
base salary compared to market 
median for role indicating pay 
equity on a like-for-like basis 
within OFX.

Female

99.1%

Male

99.3%

Gender pay gap (globally)

-15.8%

Gender pay gap for OFX 
employees globally (including 
Firma employees). Compared to 
-22.8% gap for Financial and 
Insurance Services organisations 
in Australia (2022) and -16.1% 
gap for OECD countries (2022).

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  25

Social

Empowering humans globally and locally

Community 
partnerships

Employee engagement

Our people indicated: they feel well supported in 

relation to their flexibility needs; that people of all 

backgrounds have the opportunity to succeed at OFX; 

that OFX values diversity; and OFX is a place where 

they feel respected.

OFX engagement

75%

70%

65%

60%

55%

70%

74%

65%

68%

59%

2018

2019

2020

2021

2022

Engagement score

74%

Overall engagement score is  
+6% compared to 68% (same 
population) in FY22; Firma 
engagement score 71% (no  
prior comparison). 

Work-life blend

94%

Work-life blend (94% agreement)  
and Diversity & Inclusion  
(88% agreement) are key cultural 
strengths at OFX.

We support Save the 
Children with an 
annual donation of 
$20,000 to support 
its work around 
the world. Save the 
Children helps protect 
vulnerable children, 
many of whom are 
victims of financial 
crime as a result of 
child slavery and 
people trafficking. 

This year, as well 
as volunteering, we 
promoted Save the 
Children’s work to 
our people, and 
dollar-matched global 
employee donations 
to emergency recovery 
efforts following the 
devasting earthquakes 
in Türkiye and Syria.

Kari Foundation

In Australia, we also 
support the work of 
the Kari Foundation 
with donations of 
pre-used technology, 
such as laptops.

26  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Social

Empowering humans globally and locally

Wellbeing and safety

Employee assistance programs 

For all of our people to provide a range of mental 
health resources including counselling support.

Health 

Health insurance coverage for our people in the 
US, Canada, the UK, Ireland and Asia.

Wellbeing month

In September, a global initiative to promote and 
educate our people about ways to improve their 
wellbeing, including a month-long step challenge.

Fitness

Funding to support fitness activities, such as 
the JP Morgan Corporate Challenge and team 
sporting events.

Our people complete compulsory anti-
harassment, anti-bullying and Code of Conduct 
training annually to support our obligation to 
provide a safe working environment free from 
discrimination, harassment and bullying.

Volunteering

Through our Make a Difference Community 
Program, we give our people opportunities to 
support charitable organisations they care 
about, including a day of leave to volunteer in 
the community. In FY23, this has included:

• OFXers packing backpacks with educational 
resources for young Indigenous students for 
the Kari Foundation in Sydney;

• Sorting through donated items at Save the 
Children’s warehouse in Smithfield, Sydney 
for distribution to their charity shops;

• Revitalising a purpose-built community garden 

at a house that offers training services for 
young adults with disabilities at St Michael’s 
House, Dublin;

• Decorating Christmas trees to bring some 

festive cheer to children at Holland Bloorview 
Kids Rehabilitation Hospital in Toronto.

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  27

Social

Empowering humans globally and locally

Client service

Moving money without barriers means providing 
global access to a frictionless and affordable 
service. Client service is a core pillar of OFX’s 
digital + human offering. With a global 24/7 
follow-the-sun model OFX prides itself on the 
availability and access to OFXperts to provide 
helpful guidance that allows clients to make 
informed choices.

With 20% of OFX’s workforce in client-facing 
roles we invest in our “availability” to ensure a 
timely response, quality of information and fast 
resolution of client queries.

Voice of the client

Net Promoter Score (NPS) and Trustpilot are two 
means to help us better understand the client’s 
experience and their advocacy. In FY23, OFX’s 
NPS was 67.3 and in calendar year 2022, 70% of 
OFX’s Trustpilot reviews were 5 stars with ‘ease 
of service’, ‘exchange rates’ and ‘security’ 
consistently favoured by clients.

Our voice of the client program allows clients to 
rank their experience and provide feedback on 
the service.

28  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

1st trade with OFX

“ This was my first attempt at trading 
with OFX. Found the whole experience 
from taking out the account, completing 
the trade and receiving the money 
in my bank account simplicity itself. 
Checked against other exchange rates 
and found OFX to be extremely 
competitive, if not better than most 
others. Thank you OFX. Will certainly 
use you in the future.”

25 April 2023

Very professional customer service 

“ Spoke with Connor Dunleavy today. 
He assisted me to finalise my new 
account and organise my funds transfer. 
He was very helpful and explained 
everything very clearly. He has a lovely 
manner, was very professional and is a 
credit to OFX.”

24 April 2023

Social

Empowering humans globally and locally

Fair and honest selling practices

Ethical and sustainable business practice

We recognise that, given our global operations, 
and as a significant purchaser of goods and 
services, we have a responsibility and 
opportunity to help eradicate modern slavery. 
OFX has issued a Modern Slavery Statement 
regarding the risk of modern slavery in the 
operations and supply chain of OFX Group 
companies, as well as the steps we have taken 
to respond to the risks identified (refer to our 
website for further details and a copy of the 
statement).

Our OFX value ‘Inspiring Client Confidence’ 
reinforces to our people and clients the critical 
importance we place on earning and maintaining 
client trust. Access to affordable foreign exchange 
with transparency around price, inclusive of OFX 
margin and fees with no surprises along the way, 
is really important in maintaining this trust.

We always aim to provide a competitive price that 
reflects the value of the service we offer. We offer 
bank-beating and highly competitive rates and fast 
money transfers accessible online and over the 
phone to help our clients who value the best of 
digital experience and human touch. With ‘bank-
beating’ FX rates as a cornerstone of the 
proposition, OFX purchases independent third 
party industry data in Australia, Canada, UK and 
US to validate pricing and show potential savings 
versus banks in those jurisdictions. Savings are 
calculated by comparing the exchange rate 
including margins and fees provided by each 
specified bank and OFX on the same day.

We offer public access to calculators, comparison 
charts and OFX’s Customer Rate inclusive of OFX 
margin and any applicable fees, to allow clients 
to make an informed choice on price.

In FY23, we focused on reducing our resolution 
time for pricing related complaints by 10% and 
have successfully reduced resolution time from 
2.7 days in FY22 to 2.0 days in FY23.

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  29

Governance

Global Financial Responsibility 

Money laundering, fraud and cyber crime are interrelated as criminals often use 

cyber infiltration practices and fraudulent techniques to obtain money illegally, 

and then launder the proceeds of their crimes to avoid detection and 

prosecution. OFX acknowledges that we are in a strong position to have an 

impact on many people’s lives through detection, investigation and prevention 

of these activities.

Cyber security and data

Cyber security continues to be a significant threat 
to businesses globally, and the security of our 
clients’ data and OFX’s corporate data is of 
paramount importance to us. We design, build and 
manage the security for our global data through:

• Security controls: we identify criticality of assets 

and data for defining our approach to cyber 
security management, designing appropriate 
controls and conducting continuous 
improvement reviews;

• Security testing: we continuously test our 
technology infrastructure to identify and 
address weaknesses and vulnerabilities;

• Security oversight: we have a dedicated 

team of cyber security experts for oversight, 
governance, risk assessment, risk remediation 
and review of third parties;

• Security investment: we continue to invest and 

expand our security capabilities though different 
security systems to cover different technology 
stacks and strengthen security controls;

• Incident response: we have defined incident 
response processes which are tested and 
updated on a regular basis;

• Security culture: we promote a cyber security 
conscious culture through security training, 
drills and awareness sessions for our people.

This year, cyber security focused on key threat 
vectors, email and cloud security. We implemented 
email security system to address phishing and 
credential theft, implemented and integrated 
SaaS platforms with our cloud network for 

30  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

vulnerabilities and misconfiguration 
identification. We also started on the 
preparation for ISO 27001 certification.

For FY24, our focus will continue to be on raising 
security awareness amongst our people and 
progressing the ISO 27001 certification in Australia.

Privacy

OFX believes that privacy risk is one of the most 
important risk classes to manage comprehensively. 
This financial year regulators continued to enforce 
privacy compliance globally and consumer 
expectations about privacy remains front of mind. 
Throughout FY23, OFX continued to improve its 
maturity in relation to data privacy.

In FY23, work continued to ensure that use cases 
for client data were streamlined and managed 
appropriately. Role-based access controls were 
also implemented into our new Client Relationship 
Management system to ensure appropriate access 
was in place for client data.

Importantly, this year OFX implemented a 
refreshed suite of cyber incident response plans 
including an updated data breach response plan. 
The cyber incident response plans were tested by 
external providers in simulations with 
management and the Board. Staff were trained 
and reminded of their obligations to report any 
suspected data breaches or cyber incidents. 
Alongside this work, we continued to enhance our 
data retention policy and address compliance. 

In FY24, our focus continues on cyber readiness.

Governance

Global Financial Responsibility 

Protecting against fraud and cyber crime

• Risk management: understanding current fraud 

With heightened fraud and cyber crime across 
the globe and across all industries we continue 
to invest in content and training to educate our 
people and clients on scams, how to detect 
them, and how to help protect against them. 
Our fraud detection engine driven by AI, coupled 
with our 70+ compliance, fraud, cyber security 
and client due diligence teams globally both help 
to inform the program and ensure all OFXers 
are continuously trained. Client service teams 
receive additional training to support clients 
to help minimise successful scam attempts.

The focal areas for our fraud risk management 
program are:

• Deterrence and prevention: ensuring effective 

systems and controls are utilised at OFX;

• Detection: finding links to fraud before a 

payment is executed as well as detecting where 
fraud has occurred;

We continue to strengthen 
our security controls, 
prepare for cyber 
resiliency, and continue 
to build a cyber security 
conscious culture

Santanu Lodh, 

Chief Information 

Security Officer

risks and ensuring systems and controls in 
place at OFX are appropriately focussed on 
those risks;

• Whole-of-organisation approach: all OFXers 

know what to look out for and how to escalate 
concerns;

• Investigations expertise: a dedicated team of 
experts conduct detailed investigations of 
potential financial crime matters and work 
with enforcement and regulatory authorities;

• Internal awareness and education: ensuring 

our people are vigilant against fraud and other 
types of financial crimes.

In FY23, we focused on raising awareness of fraud 
risk amongst our clients and our people. Clients, 
through multiple channels, received more 
information on types of frauds and how to help 
protect themselves. Our people received guidance 
on what to look out for and what action to take to 
stop payments which could be related to fraud. 
Key systems we use were reviewed and ‘tuned’ to 
ensure focus on current fraud typologies.

For FY24, the focus is on strengthening our links 
to other financial service providers and 
associations so OFX can contribute to stronger 
industry-wide protections for our clients.

Governance and conduct

Our Board and management are committed to 
excellence in corporate governance and aspire to 
the highest standards of conduct and disclosure.

The Company’s governance principles are 
designed to support business operations, deliver 
on our strategy, monitor our performance and 
manage risk. For FY23 our governance practices 
complied with the ASX Corporate Governance 
Council’s Corporate Governance Principles and 
Recommendations (4th Edition). More detail is 
available in our Corporate Governance 
Statement on our website.

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  31

Directors’ Report and 
Financial Statements

For the year ended 31 March 2023

32  Directors’ Report and Financial Statements

97  Other Assets and Liabilities

33  Directors’ Report

50  Remuneration Report

72  Auditor’s Independence Declaration

73 

Consolidated Statement of Comprehensive Income

74 

Consolidated Statement of Financial Position

75 

Consolidated Statement of Changes in Equity

76 

Consolidated Statement of Cash Flows 

77  Notes to the financial statements

77 

Results for the Year

77  Note 1. About this Report

79  Note 2. Segment Information

81  Note 3. Net Operating Income

82  Note 4. Expenses

83  Note 5. Income Taxes

85  Note 6. Deferred Income Tax Assets/(Liabilities)

86  Note 7. Earnings per Share

87 

Financial Assets and Liabilities

87  Note 8.  Cash and Cash Equivalents, Client 
Liabilities, and Deposits Due from 
Financial Institutions

88  Note 9. Other Receivables (Current Assets)

88  Note 10. Derivative Financial Instruments

89  Note 11.  Fair Values of Financial Assets 
and Liabilities

90  Note 12. Financial Risk Management

97  Note 13. Property, Plant and Equipment

98  Note 14. Intangible Assets

100  Note 15.  Other Creditors and Accruals 

(Current Liabilities)

101  Note 16. Provisions

102  Note 17. Leases 

104  Note 18. Loans and Borrowings

105  Note 19. Acquisition of Subsidiary

107  Capital Structure

107  Note 20. Capital Management

107  Note 21. Ordinary Share Capital

108  Note 22. Dividends

108  Note 23. Equity-accounted investees

110  Other Items

110  Note 24. Related Party Information

111  Note 25. Share-Based Payments

115  Note 26. Key Management Personnel (KMP)

116  Note 27. Auditor Remuneration

117  Note 28. Parent Entity Financial Information

117  Note 29.  Events Occurring After Balance 

Sheet Date

118  Directors’ Declaration

119  Independent Auditor’s Report

126  Shareholder information

129  Corporate information

32  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

 
Directors’ Report

FY23 was another record year for OFX 
with Net Operating Income of $214.1 million, 
up 45.6% driven by strong performance in 
the Corporate segment and the successful 
acquisition of Firma.

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  33

 
Directors’ Report

The Directors of OFX Group Limited present their report on the consolidated entity consisting of OFX 
Group Limited (OFX or the Company) and the entities it controlled at the end of, or during, the year 
ended 31 March 2023 (the Consolidated Entity or the Group).

1. Directors

The Directors of the Company during the financial year and up to the date of this report are:

Patricia Cross

Chair and Non-Executive Director

BSFS; FAICD Life

Member of the Audit, Risk and Compliance Committee; Member of the People, 
Culture and Remuneration Committee; Member of the Nomination Committee

Appointed: 20 July 2022

Independent Director

Residence: Melbourne, Australia

Patricia Cross is a highly experienced Non-Executive Director and Chair. Over the 
past 25 years she has served on eight large, listed company boards in Australia and 
the UK as well as several government, not-for-profit and advisory boards. She is 
currently a non-executive director of Transurban Limited, a member of the Board 
of Guardians of The Future Fund, and an ambassador for the Australian Indigenous 
Education Foundation (AIEF).

Prior to her career as a non-executive director, Mrs Cross held several senior 
executive roles across a wide range of banking, investment and insurance in the 
financial services industry, including with Chase Manhattan Bank and Chase 
Investment Bank (New York, Helsinki, London), Banque Nationale de Paris and 
National Australia Bank (NAB). 

She has held honorary government positions including as a founding member of 
the Financial Sector Advisory Council and the Australian Financial Centre Task Force 
advisory board and has served on several not-for-profit boards including the 
Grattan Institute and Murdoch Children’s Research Institute. She is a Life Fellow 
of the Australian Institute of Company Directors and founding Chair of the 30% Club 
in Australia.

Current directorships 
(Listed companies):

Previous directorships 
(Listed companies):

Director: Transurban Limited

Director: Aviva plc (2013-2022)

Interest in shares:

100,000 ordinary shares

34  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Directors’ Report

Connie Carnabuci

Non-Executive Director

BCom (Marketing) (with Merit), LLB, GAICD

Member of the People, Culture and Remuneration Committee; Member of the 
Nomination Committee

Appointed: 1 April 2019

Independent Director

Residence: Sydney, Australia

Connie has 35 years’ experience as a senior legal advisor to, and as an independent 
non-executive director of, boards of listed and privately owned companies in 
Australia and Asia. She brings significant board and C-suite insights on the practical 
execution of business strategies involving global technology and intellectual 
property intensive businesses, particularly in the context of M&A, complex 
commercial transactions and risk management.

Connie was General Counsel of the Australian Broadcasting Corporation (ABC) 
from July 2017 to July 2021, where she was part of the team leading the digital 
transformation of the ABC. Prior to her role at the ABC, Connie was a Senior Partner 
with the international law firm Freshfields Bruckhaus Deringer. She was based in 
Hong Kong for 15 years and led the firm’s TMT/IP practice in Asia. She also served 
as Co-head of the firm’s global technology practice. She began her career in Sydney 
at Mallesons Stephen Jacques (now King and Wood Mallesons) and was a partner 
there from 1997 to 2000.

Current directorships 
(Listed companies):

Nil

Previous directorships 
(Listed companies):

Director: Atomo Diagnostics Limited (2020-2021)

Interest in shares:

46,832 ordinary shares

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  35

Directors’ Report

Cathy Kovacs

Non-Executive Director

BComm (UNSW) and MappFin (Macquarie), GAICD

Member of the Audit, Risk and Compliance Committee; Member of the Nomination 
Committee

Appointed: 22 February 2021

Independent Director

Residence: Sydney, Australia

Cathy has over 30 years’ operational experience in the financial services industry, 
having held senior executive leadership roles at Westpac Banking Group, Ellerston 
Capital, Macquarie Group and BT Investment Bank. Cathy’s most recent executive 
role was as Group Head of Business Development at Westpac until March 2019, 
where she was responsible for advising the Westpac Executive Committee and 
Board on business disruption and the future of banking and wealth, making 
strategic investments and managing strategic partnerships.

Current directorships 
(Listed companies):

Director: Hub24 Limited

Previous directorships 
(Listed companies):

Nil

Interest in shares:

73,000 ordinary shares

John Alexander ‘Skander’ Malcolm

Chief Executive Officer and Managing Director

BEc, MAICD

Member of the Nomination Committee

Appointed: 1 February 2017

Not independent

Residence: Sydney, Australia

Skander has more than 30 years’ experience in financial services across consumer 
payments, consumer finance, joint ventures, partnerships, commercial lending and 
leasing and digital. He has worked in Australia and New Zealand, the UK, the US, 
the Middle East, Africa and Russia. He previously served as President and CEO of 
GE Healthcare, Eastern and African Growth Markets, and prior to that, as President 
and CEO for GE Capital, Australia and New Zealand.

Current directorships 
(Listed companies):

Previous directorships 
(Listed companies):

Nil

Nil

Interest in shares:

2,658,684 (of which 1,118,859 are restricted under the 
Company’s Executive Share Loan Plan)

36  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Directors’ Report

Grant Murdoch

Non-Executive Director

MCom (Hons), FAICD, CAANZ

Chair of the Audit, Risk and Compliance Committee; Member of the Nomination 
Committee

Appointed: 19 September 2013

Independent Director

Residence: Brisbane, Australia

Grant has over 36 years’ experience in accounting and corporate finance. Grant’s 
prior professional experience includes Head of Corporate Finance for Ernst & Young 
Queensland and he is a graduate of the Kellogg Advanced Executive Program at the 
North Western University, Chicago, United States.

Current directorships 
(Listed companies):

Director: Lynas Corporation Limited, Director Auswide 
Bank Limited

Previous directorships 
(Listed companies):

Director: ALS Limited (2011-2020)

Interest in shares:

345,000 ordinary shares

Steven Sargent

Independent Director

BBus, FAICD, FTSE, GAICD

Appointed: 4 August 2016

Resigned: 11 August 2022

Independent Director

Residence: Sydney, Australia

Steve has over 42 years of global corporate experience. Steve’s executive career 
included 22 years at General Electric, where he gained extensive multi-industry, 
international experience leading businesses in industries including financial services, 
healthcare and energy across the USA, Europe and Asia Pacific.

Mr Sargent has been serving as a non-executive director on several boards since 
2015. His unlisted board activities include Chairperson of The Origin Energy 
Foundation Limited, Origin’s philanthropic arm, and Non-Executive Director of 
The Great Barrier Reef Foundation.

Current directorships 
(Listed companies):

Director: Ramsay Health Care Limited, Origin Energy 
Limited, Deputy Chairperson and Lead Independent 
Director: Nanosonics Limited

Interest in shares:

118,444 ordinary shares (as at 15 August 2022 when final 
interest notice lodged at the ASX)

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  37

Directors’ Report

Douglas Snedden AO

Non-Executive Director

BEc (ANU), MAICD

Chair of the People, Culture and Remuneration Committee; Chair of the Nomination 
Committee; Member of the Audit, Risk and Compliance Committee

Appointed: 16 March 2015

Independent Director

Residence: Sydney, Australia

Doug has over 30 years’ experience in finance, consulting, strategic management 
and outsourcing. Doug has previously worked as Country Managing Director of 
Accenture Australia. Mr Snedden’s unlisted board activities include Council of the 
National Library, Chairperson Chris O’Brien Lifehouse and Chairperson Odyssey 
House NSW.

Current directorships 
(Listed companies):

Nil

Previous directorships 
(Listed companies):

Chair: isentia Group Limited (2017-2021)

Interest in shares:

100,000 ordinary shares

The following persons were Directors of the Company either during the year or as at the date of 
the Report:

Connie Carnabuci

Non-Executive Director

Patricia Cross

Cathy Kovacs

Chair and Non-Executive Director

Non-Executive Director

John Alexander (Skander) Malcolm

Managing Director and Chief Executive Officer 

Grant Murdoch

Steven Sargent*

Douglas Snedden

* Resigned 11 August 2022.

Non-Executive Director

Chair and Non-Executive Director 

Non-Executive Director

38  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Directors’ Report

2. Company Secretary

Adrian Wong

BCom, LLB (Hons)

Adrian was appointed as Company Secretary for OFX Group Limited on 23 January 2023. He has over 
25 years’ experience in legal, risk, governance and compliance matters, including over 15 years in 
financial services. Prior to OFX, Adrian was General Counsel and Company Secretary at Latitude 
Financial Services.

Brett Farrell

LLB (Hons), CIPP/E

Brett was appointed as Company Secretary for OFX Group Limited on 9 December 2022. Brett held 
senior legal roles at Commonwealth Bank of Australia and Qantas Airways Limited and various legal 
roles in London including in the capital markets and financial services businesses. Brett completed 
the Foundations for Directors course at the AICD and is a solicitor in New South Wales and England 
and Wales (UK). 

Elisabeth Ellis

BScLLB (Hons), GAICD

Elisabeth Ellis resigned as Company Secretary on 9 December 2022.

3. Directors’ and Committee meetings

The following table shows meetings held between 1 April 2022 and 31 March 2023 and the number 
attended by each Director or Committee member.

Board

Audit, Risk and 
Compliance

People, Culture and 
Remuneration

Nomination

Director

Eligible Attended

Eligible1 Attended

Eligible2 Attended

Eligible Attended

C Carnabuci

P Cross

C Kovacs

S Malcolm

G Murdoch

S Sargent*

D Snedden

10

6

10

123

12

6

10

10

6

10

12

12

6

10

4

2

5

5

5

3

5

4

3

5

5

5

3

5

6

3

6

6

6

3

6

6

4

6

6

5

3

6

4

1

4

4

4

3

4

4

2

4

4

4

3

4

1.  Ms Carnabuci and Mr Malcolm are not members of the Audit, Risk and Compliance Committee but are invited to attend as observers.

2.   Mr Murdoch, Ms Kovacs and Mr Malcolm are not members of the People, Culture and Remuneration Committee but are invited to attend 

as observers.

3.   Mr Malcolm, Mr Murdoch and Mrs Cross appointed as a subcommittee to consider the release of the half-year results and the full-year results.

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  39

Directors’ Report

4. Directors’ interests 

The relevant interest of each Director and their associates in the equity of the Company as at the date 
of this Report is outlined in the table below. All interests are ordinary shares unless otherwise stated.

Type

C Carnabuci

Ordinary

P Cross

Ordinary

C Kovacs

Ordinary

Opening 
balance

46,832

Nil

73,000

Issued

Acquired

Lapsed/ 
Disposed

–

–

–

100,000

–

S Malcolm

Ordinary

2,467,0212 

148,4933

43,0704

G Murdoch

Ordinary

S Sargent

Ordinary

D Snedden

Ordinary

345,000

118,444

100,000

–

–

–

–

–

–

Closing 
balance

46,8321 

100,000

73,000

2,658,6845

345,000

118,4446

100,000

–

–

–

–

–

–

There were no disposals of shares by the Directors during the year or share transactions post year end.

1.   As at 31 March 2023, Ms Carnabuci’s holding is under the threshold required by the Non-Executive Director Minimum Shareholding Policy. 

Ms Carnabuci will supplement her holding if still required once trading the Company’s securities is permitted at conclusion of the closed period.

2.   Opening balance ordinary shares held by Mr Malcolm comprise 1,739,115 issued ordinary restricted shares under the ESP LTI, 727,906 issued 

ordinary shares under LTI, 480,770 issued ordinary shares by way of personal holdings and vested STI and retention awards.

3.  Ordinary shares issued to Mr Malcolm on 7 June 2022 upon vesting of FY21 STI performance rights.

4.  Ordinary shares purchased on market 19 December 2022.

5.  In addition to this closing balance, Mr Malcolm holds STI performance rights of 191,739 and LTI performance rights of 997,120.

6.  As at 15 August 2022 when final interest notice lodged at the ASX.

5. Principal activities

The Group’s principal activity during the year was the provision of international payments and foreign 
exchange services.

6. Unissued shares under rights or options 

At the date of this report unissued shares of the Group under rights or options are:

Performance rights

LTI – Options

Expiry Date

Exercise Price Number of Shares

N/A

10 Jun 24

–

1.56

5,034,724

176,586

All unissued shares are ordinary shares of the Company.

40  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Directors’ Report

7. Dividends and distributions 

No dividends have been paid or determined by the Company during and since the end of the year.

8. Operating and financial review 

A summary of financial results for the year ended 31 March 2023 is outlined below.

As required for statutory reporting purposes, the consolidated financial statements of the 
Consolidated Entity have been presented for the financial year ended 31 March 2023.

The Group’s statutory financial information for the year ended 31 March 2023 and for the comparative 
year ended 31 March 2022 present the Group’s performance in compliance with statutory reporting 
obligations. 

To assist shareholders and other stakeholders in their understanding of the Group’s financial 
information as a publicly listed entity, additional underlying financial information for the years 
ended 31 March 2023 and 31 March 2022 is provided in the Operating and Financial Review section 
of this Report.

The reconciliation and the underlying information has not been audited.

Statutory results

Net operating income1

EBITDA 2

Less depreciation and amortisation

Less interest expense

Add share of profit of equity-accounted investees, net of tax

Less income tax expense

Net profit after tax

EBITDA margin

2023
$’000

214,092

56,290

(13,172)

(5,869)

244

(6,082)

31,411

26.3%

2022
$’000

147,027

43,227

(9,970)

(717)

121

(7,649)

25,012

29.4%

Earnings per share (basic) (cents)

12.91cps

10.29cps

Growth
%

45.6%

30.2%

32.1%

718.5%

(20.5)%

25.6%

–

–

1.  Net operating income, a non-IFRS measure, is the combination of Fee and trading income and Fee and commission expense and Interest income.

2.  Earnings before interest expense, taxation, depreciation and amortisation (EBITDA) is a non-IFRS, unaudited measure.

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  41

Directors’ Report

Underlying results

The results were impacted by non-operating expenses in respect of Firma Foreign Exchange 
Corporation. This included $4.5 million of acquisition costs and $2.25 million related to integration. 
The table below sets out the underlying financial results for the year ended 31 March 2023 which have 
been adjusted for these non-operating expenses.

Net operating income

Underlying EBITDA

Less depreciation and amortisation

Less interest expense

Add share of profit of equity-accounted investees, net of tax

Less income tax expense

Underlying net profit after tax

Underlying EBITDA margin

2023
$’000

214,092

62,437

(12,578)

(5,869)

244

(6,633)

37,601

29.2%

2022
$’000

147,027

44,500

(9,970)

(717)

121

(7,649)

26,285

30.3%

Underlying earnings per share (basic) (cents)

15.46cps

10.81cps

The following table reconciles underlying earnings measures to statutory results.

Growth
%

45.6%

40.3%

26.6%

718.5%

(13.3)%

43.1%

–

–

Year ended 31 March 2023

Statutory profit

One-off expenses/non-operating

Underlying profit

EBITDA
$’000

56,290

 6,147

62,437

Profit 
before tax 
$’000

Income tax 
$’000

37,493

6,741

44,234

6,082

551

6,633

Profit
after tax 
$’000

31,411

6,190

37,601

FY23 was another record year for OFX with Net Operating Income of $214.1 million, up 45.6% driven by 
strong performance in the Corporate segment and the successful acquisition of Firma. Corporate 
revenue was up 89.4% (up 11.1% Ex Firma) driven by strong margin performance and growth in 
transactions. OLS was down (6.9)% with the market soft post the strong growth during the pandemic 
and the impact of higher inflation and interest rates impacting consumer confidence. Enterprise was 
up 2.1% and High value Consumer was flat with a drop in high value use cases in 2H23 following a very 
strong 1H23. 

All regions achieved strong revenue growth with APAC up 7.4%, North America up 105.7% and EMEA up 
27.2%. Growth rates across the regions were achieved through increased volumes in the Corporate 
segment and the successful acquisition of Firma. 

Underlying operating expenses were up 47.9% largely attributable to the Firma acquisition in addition 
to investments in sales, marketing and technology. 

Investment in our single global platform delivered improved payment speed and transparency 
for our clients, strong risk management processes and controls and continued enhancements to 
client experience. 

42  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Directors’ Report

Underlying EBITDA for the year was $62.4 million, up 40.3% resulting in an underlying EBITDA margin 
of 29.2%

The Group continues to maintain a strong balance sheet with Net Cash Held of $93.8 million as at 
31 March 2023.

As at 31 March 2023

Cash and cash equivalents

Deposits due from financial institutions

Total cash

Cash held for subsequent settlement of client liabilities

Net cash held

Collateral and bank guarantees

Net available cash

9. Strategy

2023 
$’000

436,861

25,613

462,474

368,670

93,804

(26,407)

67,397

2022
$’000

301,870

25,144

327,014

242,767

84,247

(41,604)

42,643

With over $206 billion annual revenue, the cross-border payments industry is a significant market. 
And as more than 70% of the global market share is still with banks and Incumbent money services 
businesses, our best opportunity is to access this huge market whilst our four target client segments 
switch to non-banks specialists. 

Our vision at OFX is to become the ‘World’s leading cross border payments specialist’. 

To do so, we must differentiate and our teams must be in place to deliver for our clients.

Our distinctive CVP (customer value proposition) is to deliver a competitively priced and trusted client 
experience, by combining both digital + human support and expertise, as we solve for the complexity 
and anxiety of moving money globally.

Our teams are part of a global operating model; strong regional teams supported by strong global 
functions.

This is underpinned by a single global platform that powers four superior capabilities versus our 
competition:

• Payments excellence

• Client service

• Risk management

• World class team

We are building a more valuable company by investing in healthy revenue growth with strong EBITDA 
margins, by maintaining a high recurring revenue, generating revenue beyond spot FX, and by growing 
revenue from Corporate, Online Seller and Enterprise clients faster than our Consumer clients.

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  43

Directors’ Report

Lastly, to successfully execute our strategy, we align our investments with six key strategic pillars. 
We will continue to focus on delivery of critical initiatives against each of these pillars, including:

• B2B segment: grow our B2B client segment;

• Geographic expansion: investing to expand in North America and Europe;

• Scalable platform: continuing to improve our technology platform to enable operations at scale, 

lowering costs and enhancing security for our clients and shareholders;

• Risk management: building trust through strong risk management across regulators, clients, 

bankers and partners;

• People: greater emphasis to build our Global Operating Model so that our teams can serve client 

locally and grow their global career with OFX;

• Organic and inorganic: we continue to invest in organic growth, as well as look at, in a disciplined 

way, opportunities for consolidation and to deliver products beyond spot FX.

10. Risks

The potential risks associated with the Group’s business are outlined below. This list does not cover 
every risk that may be associated with the Group, and the occurrence or consequences of some of the 
risks described are partially or completely outside the control of the Group, its Directors and senior 
management. There is also no guarantee or assurance that the risks will not change or that other risks 
will not emerge. 

• Regulatory Change – The international payments market is highly regulated. There is a risk that any 
new or changed regulations, for example, banking and financial services licensing and anti-money 
laundering regulations, could require the Group to increase its spending on regulatory compliance 
and/or change its business practices, which could adversely affect the Group’s profitability. There is 
a risk that regulatory change could also make it uneconomical for the Group to continue to operate 
in places where it currently does business. 

• Regulatory Compliance – There is a risk that the Group may not comply with all applicable laws or 

have adequate compliance controls in place to manage or prevent breaches of applicable laws. 
A breach of compliance may require the Group to pay significant penalties if it fails to maintain or 
follow adequate procedures in relation to on-boarding of clients or to detect and prevent money 
laundering, financing of terrorism, breaches anti-bribery laws or contravention of sanctions 
regulations globally, as has been imposed on other companies from time to time. In addition, there 
is a risk that evidence of a serious failure by the Group to comply with laws may cause one or more 
of the counterparty banks, partnerships or affiliates to cease business with the Group. The Group has 
a range of system and process controls in place to mitigate this risk and invests significant resources 
in risk management and compliance. All employees undertake compulsory compliance training on a 
regular basis.

• Information technology (IT) – The Group depends on the performance, reliability and availability 
of its technology platform and communications systems. There is a risk that these systems may be 
adversely affected by events including damage, equipment faults, power failure, computer viruses, 
misuse by employees or contractors, cyber-attack/s on group technology and communication 
providers, external malicious interventions such as hacking, fire, natural disasters or weather 
interventions. 

44  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Directors’ Report

• Events of that nature may cause part of the Group’s technology platform, apps or websites to become 

unavailable. While the Group invests heavily in mitigating this risk, there is a risk that the Group’s 
operational processes or disaster recovery plans may not adequately address every potential event 
and its insurance policies may not cover loss or damage that the Group suffers as a result of a system 
failure. This in turn could reduce the Group’s ability to generate income, impact client service and 
confidence levels, increase cost burden, impact the Group’s ability to compete and cause damage to 
the Group’s reputation and, potentially, have a material adverse effect on its financial position and 
performance. Further, there is a risk that potential faults in the Group’s technology platform could 
cause transaction errors that could result in legal exposure from clients, damage to the Group’s 
reputation or cause a breach of certain regulatory requirements (including those affecting any 
required licence) and, potentially, have a material adverse effect on the Group’s financial position 
and performance. The Group maintains disaster recovery plans and controls to mitigate this risk.

• Data security and privacy – The Group’s business relies on the effective processing and storage of 

information using its core technologies and IT systems and operations. If the Group’s technology and 
data security controls are ineffective, the Group’s IT systems could be exposed to successful cyber-
attacks which may result in the unauthorised access to or loss of critical or sensitive data, loss of 
information integrity, breaches of obligations or client agreements and website, system outages and 
regulatory actions. Any significant interruptions to these operations would impact the Group’s ability to 
operate and could result in business interruption, the loss of client and revenue, damaged reputation 
and weakening of competitive position and could therefore adversely affect the Group’s operating 
and financial performance. The Group is subject to privacy laws in Australia and other jurisdictions in 
which it conducts its business. The Group operations in the United Kingdom and the European Union 
are required to comply with the respective implementations of the UK and the European Economic 
Area versions of the General Data Protection Regulations. Similarly, the Group operations in North 
America are subject to relevant US and Canadian laws, including the California Consumer Privacy Act. 
In each of the relevant jurisdictions, these laws generally regulate the collection, use and processing 
of personal information. Such laws affect the way the Group can collect, use, analyse, transfer and 
share personal information that is central to many of the services the Group provides. Any actual or 
perceived failure by the Group to comply with relevant privacy laws and regulations may result in the 
imposition of fines, investigations, enforceable undertakings or other penalties, client losses, a 
reduction in existing services, and limitations on the development of technology and services making 
use of such data. Any of these events could adversely affect the Group’s business, financial condition 
and financial performance as well as cause reputational damage. The Group has a range of system 
and process controls in place to mitigate this risk pursuant to a Board approved Cyber Strategy. 
Employees undertake compulsory privacy and cyber security awareness training.

• Relationships with banking counterparties – The Group relies on banks to conduct its business, 

particularly to provide its network of local and global bank accounts and act as counterparties in the 
management of foreign exchange and interest rate risk. There is a risk that one or more of these 
banks may cease to deal with the Group. The loss of a significant banking relationship, or the loss of a 
number of banking relationships at the same time, particularly as the Group grows, could prevent or 
restrict the Group’s ability to offer foreign exchange and payment services in certain jurisdictions, 
increase operating costs for the Group, increase time taken to execute and settle transactions and 
reduce the Group’s ability to internally net out transactions, all of which could materially impact 
profitability. In addition, there is a risk that a loss or reduction in the services provided by the Group’s 
banks could restrict its ability to actively manage its foreign exchange and interest rate risk in certain 
jurisdictions. As a result, the Group may have to increase the level of foreign exchange and interest 
rate exposure within existing operations, reduce or withdraw certain services it offers to clients or 
change its business model to reduce the level of risk within the business to acceptable levels, all of 
which could also materially impact profitability. The Group maintains a panel of banking 
counterparties and actively manages its relationships with these counterparties.

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  45

Directors’ Report

• Mistaken Payment – There is a risk that, due to system or human errors in the processing of 

transactions, the Group may transfer an incorrect amount of funds or transfer funds to an incorrect 
recipient. In these instances, the Group may be required to take steps to recover the funds involved 
and, in certain circumstances, be liable for amounts paid that were in not in accordance with client 
instructions. The Group has a range of system and process controls in place to mitigate this risk.

• Fraud – There is a risk that, if the Group’s services are used to transfer money in connection with a 

fraud or theft (including identity theft), the Group may be required to take steps to recover the funds 
involved and may in certain circumstances be liable to repay amounts that it accepted for transfer, 
even after it has made the corresponding international payment. In some cases the Group’s insurance 
does not indemnify for this loss. The Group has a range of fraud prevention controls in place to 
mitigate this risk.

• Foreign exchange rate fluctuations – Changes in value in currencies can affect the average 

transaction size entered into by the Group’s clients and, potentially, the number of transactions. 
The Group offers services in over 50 currencies and movements in any of them may adversely impact 
the Group’s performance. In addition, as the Group reports in Australian Dollars, a strengthening 
of the Australian Dollar against other currencies will also have a negative impact on the reported 
earnings of the Group that relate to its income earned in geographies outside Australia (which may 
increase over time, potentially substantially). Similarly, a weakening of the Australian Dollar as against 
USD, CAD, GPD, NZD, HKD and SGD will have a negative impact on the costs of the Group that relate 
to the costs incurred in geographies outside Australia. To mitigate against this risk, the Group’s 
treasury risk management process monitors and reports performance against defined limits. 
Overall exposure of the Group is managed within limits set by the Board.

• Credit – The Group enters into forward exchange contracts with some of its clients and its banking 

counterparties. There is a risk that if a client or counterparty fails to make payment upon settlement 
of these contracts, the Group would have a credit exposure to the value of the mark-to-market value 
of the transaction. The Group mitigates against this risk by retaining the discretion to require that an 
advance payment is made, however, the Group remains exposed to the mark-to-market value of the 
transactions. 

• Liquidity – There is a risk that the Group may have insufficient liquidity to meet financial obligations 

or commitments due to miscalculation of liquidity requirements or failure to receive funds from 
counterparties on time. The Group has a robust process in place to mitigate this risk, including 
regular forecasts of the Group’s liquidity requirements and continuous review of currency 
requirements in operating jurisdictions.

• Competition – The market for the provision of foreign exchange and payment services is highly 

competitive. The major existing competitors of the Group include banks, money transfer 
organisations and other specialist providers. New competitors, services and business models which 
compete with the Group are likely to arise in the future. There is a risk that a substantial increase in 
competition for any of these reasons could result in the Group’s services becoming less attractive to 
consumer or business clients, partnerships. This may require the Group to increase its marketing or 
capital expenditure or require the Group to lower its spreads or alter other aspects of its business 
model to remain competitive, any of which could materially adversely affect the Group’s profitability 
and financial condition. A key aspect of the Group’s business model and competitive advantage is its 
ability to offer many clients more attractive exchange rates and transaction fees than they regularly 
receive from competitors such as many major banks. Competitors could potentially lower their 
spreads and transaction fees to compete with the Group, which could result in a reduction in, or 
slowing in the growth of, the Group’s transaction turnover, a reduction in margins, increased 
marketing expense or a failure to capture or reduction in market share. Any of these outcomes could 
materially impact the Group’s income and earnings. The Group regularly reviews its market position 
and competitiveness as part of its strategic and business planning process.

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Directors’ Report

• Intellectual property risk – The Group relies on certain intellectual property (IP) such as 

trademarks, licences, software and proprietary technology to conduct its business. There is a risk 
that the actions taken by the Group to register and protect its IP may not be adequate, complete 
or enforceable, and may not prevent the misappropriation of the Group’s IP and proprietary 
information. If the Group’s IP has been compromised, the Group may need to protect its rights by 
initiating litigation such as infringement or administrative proceeding, which may be time consuming, 
unpredictable and costly. Any failure by the Group to protect its IP rights may adversely impact the 
Group’s business, operations and future financial performance. There is a risk that the Group may 
infringe the IP rights of third parties. Third parties may enforce their IP rights and prevent the Group 
from using the IP, which may adversely impact the business and operations of the Group, and damage 
the reputation of the Group. To mitigate against this risk the Group actively manages its trademarks 
and obtains licences in respect of third party IP rights used by the business.

• Reputational damage – Maintaining the strength of the Group’s reputation is important to retaining 

and increasing the client base and preserving healthy relationships with its regulators, banks, 
partners and other stakeholders. There is a risk that unforeseen issues or events may adversely 
affect the Group’s reputation. This may impact on the future growth and profitability of the Group. 
The Group actively maintains its relationships with regulators, banks, partners and other 
stakeholders to mitigate against this risk.

11. State of affairs and significant changes in the state of affairs

In the Directors’ opinion there have been no significant changes in the state of affairs of the Group 
during the year. A further review of matters affecting the Group’s state of affairs is contained on 
pages 41-43 in the Operating and Financial Review.

12. Events subsequent to balance date

Refer to the share buyback disclosed in Note 21 to the Financial Report. 

OFX announced an investment to acquire Paytron Holdings Pty Ltd, a Sydney-based B2B payments 
company that has developed a platform that supports modern accounts receivable workflow, multi-
currency account and card capabilities. This is in line with OFX’s focus on expanding its services for 
B2B clients and accelerates its current investment program. OFX will acquire 100% of the company 
including its client base and all its intellectual property. The transaction is projected to close in 1H24 
and the consideration is comprised of up to 11.25 million deferred performance securities subject to 
development and financial vesting conditions.

13. Outlook 

The Group continues to position OFX for growth and is focused on continuing to execute on our key 
strategic goals:

• Servicing four core segments being Corporate, Consumer, Online Seller and Enterprise clients in all 

our key regions;

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  47

Directors’ Report

• Continued investment in the client experience – both digital + human and reliable, scalable systems; 

and

• Accelerating our medium-term growth through investments in Online Sellers and Enterprise.

We have a strong balance sheet, superior service delivery, an experienced and ambitious team and a 
clear mandate from our Board and our shareholders to grow sustainably.

14. Likely developments and expected results

Other than the information provided in the operating and financial review, further information on 
likely developments has not been included as it may unreasonably prejudice the Group.

15. Insurance and indemnification of Directors and Officers

The Directors of the Company and such other officers as the Directors determine are entitled to 
receive the benefit of an indemnity contained in the Constitution of the Company, to the extent 
allowed by the Corporations Act 2001 (Cth).

The Company has entered into a standard form deed of indemnity, insurance and access with the 
Directors, the Company and Secretary of the Company and with Directors and Officers of each Group 
entity against liabilities they may incur in the performance of their duties as Directors of the Company, 
to the extent permitted by the Corporations Act 2001 (Cth). The indemnity operates only to the extent 
that the loss or liability is not covered by insurance.

During the year the Company has paid premiums in respect of contracts insuring the Directors and 
Officers of the Company and each other Group entity against liability incurred in that capacity to the 
extent allowed by the Corporations Act 2001 (Cth). The terms of the policies prohibit disclosure of the 
details of the liability and the premium paid.

16. No officers are former auditors

No officer of the Consolidated Entity has been a partner of an audit firm or a Director of an audit 
company that is the auditor of the Company and the Consolidated Entity for the financial year.

17. Non-audit services

KPMG continues in office as the external auditor in accordance with section 327C of the Corporations 
Act 2001 (Cth).

The Audit, Risk and Compliance Committee is required to pre-approve all audit and non-audit services 
provided by the external auditor. The committee is not permitted to approve the engagement of the 
auditor for any non-audit services that may impair or appear to impair the external auditor’s 
judgement or independence in respect of the Company.

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Directors’ Report

The Board has considered the non-audit services provided during the year by the auditor and, in 
accordance with written advice provided by resolution of the Audit, Risk and Compliance Committee, 
is satisfied that the provision of those non-audit services during the year by the auditor is compatible 
with, and did not compromise, the auditor independence requirements of the Corporations Act 
2001 (Cth) for the following reasons:

• All non-audit services were subject to the corporate governance procedures adopted by the Group 
and have been reviewed by the Audit, Risk and Compliance Committee to ensure that they do not 
impact the integrity and objectivity of the auditor.

• The non-audit services provided do not undermine the general principles relating to auditor 

independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve 
reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for 
the Group, acting as an advocate for the Group or jointly sharing risks or rewards.

Details of the amounts paid or payable to KPMG for audit and non-audit services provided during the 
year are set out in Note 27 to the Financial Statements. Total non-audit remuneration paid to KPMG is 
summarised below for FY23. 

Other advisory services

Total remuneration for non-audit services

2023
$

35,404

35,404

2022
 $

247,994

247,994

18. Auditor’s Independence Declaration

A copy of the Auditor’s Independence Declaration as required under section 307C of the Corporations 
Act 2001 (Cth) in relation to the audit for the year ended 31 March 2023 is on page 72 of this report.

19. Chief Executive Officer/Chief Financial Officer declarations

The Chief Executive Officer and the Chief Financial Officer have given the declarations to the Board 
concerning the Group’s Financial Statements and other matters as required under section 295A(2) of 
the Corporations Act 2001 (Cth).

20. Rounding off

The Company is of the kind referred to in Australian Securities and Investments Commission 
Legislative Instrument 2016/191, relating to the rounding off of amounts in the Directors’ Report. 
In accordance with that Instrument, amounts in the Directors’ Report and the financial statements 
are rounded off to the nearest thousand dollars, unless otherwise stated.

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Remuneration Report

for the financial year ended 31 March 2023

Fellow shareholders,

On behalf of your Board and as Chair of the People, Culture and Remuneration Committee, I am 
pleased to present the Remuneration Report for the year ended 31 March 2023. The report sets out 
OFX’s approach to remuneration for Executives and Non-Executive Directors and, in particular, the 
links between OFX’s remuneration framework, business performance and strategy. 

FY23 in Review

OFX has had another year in which financial and operating targets have been either met or exceeded. 
Due to very strong performance in the first half of the year, financial guidance to the market was 
upgraded and the Company finished the year with strong performances across regions and client 
segments and continued to make significant progress in enhancing its platforms to support the scale, 
speed, and safety of transactions for our clients. 

The acquisition of Firma has proved very valuable with an underlying EPS accretion of greater than 
30%, comprised of strong revenue, and better than expected cost synergies. We are executing on 
an integration program, drawing on people from both organisations and we expect to complete the 
integration of client platforms and teams in the year ahead.

Despite the challenges that have arisen in the global economic environment, the Global Executive 
Team has been effective at managing the risks for the business and building a more valuable company. 
In addition to meeting challenging financial targets, they have continued to invest in technology that 
has resulted in faster payments, digital tools that enhance our risk management capability and more 
secure platforms. They also continued to invest in the development of our people and this is reflected 
in a 6% increase in employee engagement.

Remuneration outcomes for FY23 reflect the performance of the business and our people and our 
position to be able to continue to grow both organically and inorganically. A summary of FY23 
remuneration outcomes is as follows:

• Short-term incentive funding was determined to be 102.7% of target, representing continued 

effective execution against financial and operating targets approved at the commencement of 
the financial year;

• The FY20 Long Term Incentive Plan vested with 28% loan forgiveness of the Loan Share Plan. 
Shares vested in June 2022, however, remain restricted until the Executive’s outstanding loan 
balance is repaid in full which must occur by 31 March 2024 (see detail in section 5.3 of the report); 

• Based on market analysis and in the context of rising wages in all regions, a 4% budget has been 

allocated for salary increases in FY24; and

• There have been no increases to Non-Executive Director fees.

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Remuneration Report

Remuneration Changes in FY24

As outlined in the FY23 remuneration report, the Board approved an increase in the variable 
remuneration opportunity of members of the Global Executive Team, stepped over two years, 
to ensure our remuneration offering is competitive and maintains alignment between Executive 
remuneration and shareholder returns. In FY24, the second increase will take effect (refer section 7). 
As foreshadowed last year, the Board also introduced a minimum shareholding requirement for 
Executives, further aligning the interests of the Executives with the interests of the Company’s 
shareholders and this minimum shareholding requirement is applied to LTI awards from FY23 onwards.

Further details of these remuneration changes are contained in the report.

Overall, the Board continues to be very pleased with the Company’s results and the continued 
momentum we are seeing in the transition of OFX to a more global, valuable company. We wish to 
commend our people for their ongoing commitment to serving and growing our clients as well as 
enhancing our platforms to enable our clients to transact securely and reliably in the context of ever-
increasing risks.

Douglas Snedden

People, Culture and Remuneration Committee

23 May 2023

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Remuneration Report

Introduction 

The Directors present the remuneration report for the Company and its controlled entities (collectively 
the Group or OFX) for the financial year ended 31 March 2023 prepared in accordance with the 
requirements of the Corporations Act 2001 (Cth) (the Corporations Act) and as audited as required by 
section 308(3C) of the Corporations Act.

1. Key Management Personnel 

The remuneration report sets out the remuneration arrangements for the Key Management Personnel 
(KMP) of the Group, which comprises all Directors (Executive and Non-Executive) and those Executives 
who have authority and responsibility for planning, directing and controlling the activities of the 
Group. In this report ‘Executive KMP’ refers to members of the Global Executive Team that are KMP 
and includes Mr Skander Malcolm, as an Executive Director, Ms Selena Verth as Chief Financial Officer 
(CFO) and Mr Mark Shaw as Chief Operating Officer (COO). Table 1 below details the Group’s KMP 
during FY23 and up to the date of this report. 

Table 1. 

Name

Non-Executive Directors

Connie Carnabuci

Patricia Cross*

Cathy Kovacs

Grant Murdoch

Steven Sargent**

Douglas Snedden

Executive Director

Skander Malcolm

Other Executive KMP

Selena Verth

Mark Shaw

Role

Non-Executive Director

Chair and Non-Executive Director

Non-Executive Director

Non-Executive Director

Chair and Non-Executive Director

Non-Executive Director

Managing Director and Chief Executive Officer (CEO)

Chief Financial Officer (CFO)

Chief Operating Officer (COO)

*  Patricia Cross was appointed as a Director on 20 July 2022 and elected Chair on 11 August 2022. 

**  Steven Sargent resigned 11 August 2022. 

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Remuneration Report

Remuneration strategy

2. Remuneration framework and link to business strategy

2.1 Remuneration strategy

Figure 1. 

Our vision 

To be the world’s leading value-added cross border payments specialist

Client needs we solve

Transfer money 
internationally 
from A-B

Manage  
volatility risk  
of FX exposure

International 
payments flows 
integrated in  
my  processes

Collect/use my 
money wherever  
I buy or sell in the 
world, like a local

Offer FX/ 
cross-border 
payments to  
my clients

Culture and values

Our culture is enabled by our core values that drive the behaviour in our organisation and 
support us to Make a Difference to our clients, our shareholders and to each other

We’re better 
together

We are stronger  
as one team

Inspire client
confidence

We keep the client
at the centre of 
everything we do

Always keep 
learning

Share your expertise 
and learn from  
others

Get the right  
stuff done

Own it, execute  
it, deliver the  
exceptional

Push  
boundaries

Discover what  
is possible

Remuneration strategy

To attract, retain and motivate talented people to drive a great culture that delivers  
on our business strategy and contributes to sustainable long-term returns

Culture

Performance

Competitive

Align rewards to risk 
management, high 
performance and  
a diverse and  
inclusive culture

Reward performance 
that supports execution 
of our strategy and 
aligns Executive and 
shareholder interests

Attract, retain and 
motivate appropriately 
qualified and 
experienced people 
who will contribute 
positively to OFX’s 
financial and operational 
performance

Clear and simple
Simple structures  
with clear 
expectations

Sustainable

Motivate Executives to 
deliver results with both 
shor t and long-term 
horizons, at the same 
time demonstrating 
OFX’s values through 
their behaviours  
and actions

Fixed remuneration

Variable, performance-based remuneration

Reward for size and complexity of the role,  
as well as skills and experience

Includes short-term, long-term and sales incentives  
or commissions, and one-off grants of equity or cash

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Remuneration Report

2.2 Executive KMP remuneration components

OFX’s Executive KMP remuneration consists of a total fixed remuneration (TFR) component, a short-
term incentive (STI) component and a long-term incentive (LTI) component as set out in Table 2 below.

Table 2. 

Remuneration 
component

Total Fixed Remuneration 
(TFR)

Short-Term Incentive
(STI)

Long-Term Incentive
(LTI)

Purpose

Reward for size and 
complexity of the role, as 
well as skills and experience

Link to 
performance

Motivation to drive a great 
culture and deliver on the 
business strategy

Performance 
measures

Accountabilities that support 
the execution of the business 
strategy

Annual ‘at risk’ incentive 
opportunity awarded on the 
achievement of performance 
conditions over a 12-month 
period

STI outcome determined by:
• Company scorecard that 

establishes the level of STI 
funding; and

• Strategic individual 

performance measures that 
are specific to the Executive 
KMP’s role, are equally 
weighted and, along with 
evaluation of behaviour 
against the OFX values, 
support an overall 
performance rating

Company performance 
measures for FY23:
• Underlying NOI (30%)
• Underlying EBT (30%)
• Strategic Investments (20%)
• ESG (20%)

Assessment of threshold/
target/maximum levels 
follows agreed targets, with 
the vesting scale ranging 
from 25% through to 125%

Assessment of individual 
performance measures 
support an overall 
performance rating 
multiplier ranging from 
0% to 120%

Reward that aligns with 
longer-term OFX 
performance and 
shareholder outcomes

Performance measures that 
are designed to encourage 
Executive KMP to focus on 
the key performance drivers 
which underpin sustainable 
growth in shareholder value 
over the longer term

Company performance 
measures for FY23: 
• Underlying EPS CAGR (50%)
• Absolute TSR CAGR (50%)

Assessment of threshold/
target/maximum levels 
follows agreed targets, with 
the vesting scale ranging 
from 25% through to 150%

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Remuneration Report

Remuneration 
component

Total Fixed Remuneration 
(TFR)

Short-Term Incentive
(STI)

Long-Term Incentive
(LTI)

Alignment

Set to attract, retain and 
motivate the right talent to 
deliver on OFX’s strategy and 
contribute to OFX’s financial 
and operational 
performance

Clearly defined and 
measurable performance 
conditions designed to 
support the financial and 
strategic outcomes of the 
Group which in turn 
translates into shareholder 
return

Delivery

Competitive market based 
fixed remuneration (base 
salary + statutory 
superannuation)

Delivered as a combination 
of cash and deferred equity 
issued as performance rights

Encourages sustainable 
long-term value creation by 
linking a significant portion 
of remuneration to OFX’s 
share price and returns 
generated for shareholders

The LTI plan for Executives 
grants rights to fully paid 
ordinary shares in OFX 
(performance rights)

Performance rights allocated 
in two tranches (50% in each 
tranche) that operate 
independently

Vesting schedule for each of 
the two tranches is detailed 
in Figure 2

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Remuneration Report

2.3 Remuneration delivery and mix

The Executive KMP remuneration mix is structured so that a substantial portion of remuneration is 
delivered as OFX securities through either deferred STI or LTI. Total remuneration correlates to 
performance. The following Figure 2 (which is not to scale) sets out the remuneration structure and 
delivery timing for Executive KMP.

Figure 2. Remuneration delivery

Remuneration delivery

Year 1

Year 2

Year 3

1. Fixed Remuneration

100%

Salary and 
other benefits 
(including 
statutory 
super-
annuation)

2. STI

Cash STI

(Target is 115% of TFR for CEO 
and 65% of TFR for each other 
Executive KMP)

CEO 

EXECUTIVE KMP

50% 50%

30% 70%

CEO: 50% cash.

KMP: 70% cash.

50% deferred  
into 
performance 
rights.

30% deferred 
into 
performance 
rights.

12 months 
deferred 
vesting for 50% 
of deferral

24 months 
deferred vesting 
for 50% of 
deferral

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Remuneration Report

Remuneration delivery

Year 1

Year 2

Year 3

3. LTI

(115% of TFR for CEO and 60% 
of TFR for each other Executive 
KMP)

Subject to 
three-year 
performance 
period

FY23 Vesting schedule for each of the two 
tranches is as follows:
Performance 
Measure

% of Performance 
Rights that vest

FY23 issuance in 
two tranches 

Below threshold

Threshold

Between threshold 
and target

Target

Between target 
and stretch

Stretch and above

Nil

17%

17-67% 
(straight line)

67%

67-100%
(straight line)

100%

Remuneration mix

FY23 Remuneration Outcomes1 

Figure 3 below reflects both the target mix1 of pay for each Executive KMP as well as actual mix of pay 
based on remuneration outcomes (i.e. the relative weight of each component as a percentage of total 
remuneration) for FY23.

Figure 3. Remuneration Mix – Target and Actual for FY23

CEO (Target)

30%

17.5%

17.5%

35%

CEO (Actual)

27%

18.5%

18.5%

36%

CFO (Target)

44%

20%

9%

27%

CFO (Actual)

42%

23%

10%

25%

COO (Target)

44%

COO (Actual)

44%

20%

22%

9%

27%

9%

25%

0%

20%

40%

60%

80%

100%

Fixed

STI (cash)

STI (deferral)

LTI

1.   Target mix accounts for partial loan forgiveness under the ESP for ‘on target’ performance.

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Remuneration Report

3. Company performance FY23 

5-year Group performance

The Group’s FY19-FY23 annual financial performance measures compared with short-term and long-
term remuneration outcomes are set out in Table 3 below.

Table 3. 

Performance Metrics1

2019

2020

2021

2022

2023

Net operating income2

$118.7m

$125.2m

$117.9m

$147.0m

$214.1m

EBITDA

Underlying EBITDA

Underlying EBT

Basic earnings per share3

Underlying basic earnings 
per share4

$31.6m

$36.0m

$26.0m

7.07cps

$36.9m

$38.2m

$26.1m

8.37cps

$28.1m

$29.1m

$16.6m

4.96cps

$43.3m

$44.5m

$33.8m

$56.3m

$62.4m

$43.6m

10.29cps

12.91cps

8.45cps

8.80cps

5.26cps

10.81cps

15.46cps

Dividend per share5

$0.05640

$0.0563

$0.0316

Closing share price

$1.67

$1.24

$1.10

N/A

$2.43

N/A

$1.57

1.  These are not calculations based on constant currency.

2. 

 Net operating income, a non-IFRS measure, is the combination of ’Fee and trading income’ and ‘Fee and commission expense’ and 
’Interest income’.

3.  For the calculation of EPS refer to Note 7 of the financial statements.

4.  Underlying basic earnings per share is the basic earnings per share calculation utilising the underlying NPAT of the Group.

5.  This represents dividends distributed in the period.

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Remuneration Report

4. Statutory disclosures 

Table 4 details the remuneration paid to Executives (KMP) and has been prepared in accordance with 
the accounting standards.

Table 4. 

Year

Executive KMP

Short-term
benefits

Post-
employ-
ment 
benefit

Long-
term 
benefits

Share-based payments

Cash 
salary 
and 
fees
$

Cash
bonus
$

Super-
annua-
tion
$

Annual 
and Long 
service 
leave
$

Deferred 
STI – 
Perform-
ance Rights
$

STI – 
Retention 
and 
One-off 
awards1
$

LTI – ESP 
and 
Perform-
ance 
Rights2
$

Total
$

S Malcolm

S Verth

M Shaw

2023

696,000 468,255

24,861

34,144

453,867

–

567,441 2,244,568

2022

676,000 442,477

23,100

12,311

193,575

6,222

485,102 1,838,787

2023

396,500 216,585

24,861

18,156

74,486

18,807

121,077

870,472

2022

379,000 185,986

23,100

2023

375,833 187,239

24,861

2022

355,000 158,999

23,100

5,290

6,413

4,793

36,306

38,286

109,259

777,227

64,277

18,545

114,405

791,573

35,268

20,004

101,956

699,120

Total KMP remuneration

2023 1,468,333 872,079

74,583

58,713

592,630

37,352 

802,923 3,906,613

2022 1,410,000 787,462

69,300

22,394

 265,149

64,512

696,317 3,315,134

1.   Ms Verth’s awards also include remuneration of $18,807 in respect of 35,848 one-off performance rights that were granted on 30 July 2021 

with a vesting date of 31 May 2023, and 21,916 one-off performance rights that were granted on 15 June 2022 with a vesting date of 15 June 2023. 
There are performance conditions that reflect specific outcomes relating to transactions attached to these vesting. Mr Shaw’s awards also 
include remuneration of $18,545 in respect of 10,958 one-off performance rights that were granted on 15 June 2022 with a vesting date of 
15 June 2023. There are performance conditions that reflect specific outcomes relating to a transaction attached to this vesting.

2.   The Executive Share Plan (ESP) includes the FY20 and FY21 LTI issuances. Mr Malcolm’s remuneration includes $104,814 in respect of the ESP, 
and $462,627 in respect of LTI performance rights. Ms Verth’s remuneration includes $26,153 in respect of the ESP, and $94,924 in respect of 
LTI performance rights. Mr Shaw’s remuneration includes $24,504 in respect of the ESP, and $89,901 in respect of LTI performance rights.

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  59

 
Remuneration Report

5. Performance and remuneration outcomes for FY23

5.1 Fixed remuneration 

Regular reviews of remuneration levels are a key accountability of the Board, and a comprehensive 
market review was conducted for each Executive KMP as part of the FY22 remuneration review process 
which resulted in the amendments to base salary for Executive KMP in FY23, effective 1 June 2022, as 
shown in Table 5 below. 

Table 5. 

Executive KMP

S Malcolm

S Verth

M Shaw

% increase

3.6%

5.5%

7.0%

5.2 Short-Term Incentive (STI) 

The STI Plan is aligned to shareholder interests by:

Encouraging Executive KMP to achieve year-on-year 
performance in a balanced and sustainable manner 
through a mix of financial and non-financial 
performance measures.

Mandatory deferral of STI award into performance 
rights acting as both a retention mechanism and 
providing the opportunity for malus or clawback if this 
is ever warranted. 50% of STI is deferred for the CEO 
and 30% of STI is deferred for other Executive KMP.

Figure 4. 

Total Fixed 
Remuneration 
(TFR)

X Target 
STI %

(TFR is base 
salary outside 
Australia)

Company Performance 
measures

X

 Individual Performance 
measures

X

= STI

Min = 0%

Max = 150%

Company performance 
objectives set and 
reviewed by the 
Board annually

Threshold

Target

Max

Payout

25%

100%

125%

Below

Mostly meets

Meets

Exceeds

Outstanding

1

2

3

4

5

0%

75%

100%

110%

120%

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Remuneration Report

FY23 STI outcomes

Individual performance measures

In determining individual STI awards, the CEO provides recommendations to the People, Culture and 
Remuneration Committee in respect of the CEO’s direct reports (which includes all Executive KMP 
except the CEO). The Committee reviews these recommendations and also evaluates the CEO and his 
direct reports’ performance and recommends to the Board any fixed pay changes and incentive 
awards for the CEO and the CEO’s direct reports. Recommendations take into account the STI pool 
funding percentage (refer Table 8) and the performance of the CEO and his direct reports against 
individual and business performance goals (refer Table 7 for outcomes in respect of the Executive KMP) 
as well as the behaviour demonstrated by the CEO and his direct reports in their role consistent with 
the Company values. Individual goals for the CEO and his direct reports align to the financial and 
strategic objectives used to determine STI pool funding.

STI achieved by Executive KMP for FY23 is set out in Table 6 below: 

Table 6.  

STI at 
target
$

Company 
Performance 
Measures
%

Executive 
KMP

S Malcolm 828,990

S Verth

273,885

M Shaw

260,452

102.7%

102.7%

102.7%

Individual 
Performance
%

STI 
achievement
%

STI 
achievement 
$

STI portion 
deferred1
$

Cash
$

110%

110%

100%

113.0%

113.0%

102.7%

936,511

468,255

468,255

309,408

216,585

267,484

187,239

92,822

80,245

1.  STI deferred portion is calculated as STI achieved multiplied by deferral percentage and is a non-statutory measure.

Table 7 below provides a summary of the way in which each individual Executive KMP’s FY23 
performance was evaluated. 

Table 7.  

S Malcolm

S Verth

M Shaw

Technology and Product team effectiveness

Exceeds

N/A

N/A

Firma integration

Outstanding

Exceeds

Exceeds

Growth in new Corporate clients

Meets

N/A

Treasury

M&A strategy and execution

Scalable, efficient platform delivering payments excellence

Global Assurance Controls Program

N/A

N/A

N/A

N/A

Exceeds

Exceeds

N/A

N/A

Enterprise clients

Meets

Meets

N/A

N/A

N/A

Meets

Meets

Meets

Overall Individual Performance

Exceeds

Exceeds

Meets

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Remuneration Report

Table 8. 

Bonus Pool 
Calculation

Underlying NOI

Underlying EBT

Strategic Investments

ESG

TOTAL

Weighting
%

30%

30%

20%

20%

 100%

FY23
Actual
$m

214.1

43.6

Payout 
rate
% 

104.9%

125.0%

93.8%

75.0%

Funding1
%

31.48%

37.5%

18.75%

15.0%

102.7%

1.  Funding rate is calculated as payout rate multiplied by weighting of Company performance measures.

FY22 
Actual
$m

147.0

33.8

YOY
%

45.6%

29.0%

Company funding of 102.7% for STI for FY23 represents consistent strong business performance over 
the course of the financial year in which financial and operating targets have been either met or 
exceeded. FY23 STI funding reflects:

• Outperformance on financial metrics whereby targets were exceeded. The performance of Firma was 

included in the financial targets post acquisition;

• Product benefits, and improved efficiency of payments for metrics related to safe, reliable and 

scalable platforms;

• Significant outperformance on synergies realised from Firma integration;

• Further enhancements to our control environment and risk management capability; and

• Progress on our ESG objectives for FY23. 

Table 9. STI-related equity

Executive KMP

S Malcolm

S Verth

M Shaw

Held at
1 April 20221

Granted 
during 
the year2

Vested 
during 
the year

Lapsed 
during 
the year

Held at 
31 Mar 2023

148,593 

191,739 

(148,593)

62,563 

25,115 

56,456 

40,486 

(26,715)

(25,115)

– 

– 

– 

191,739 

92,304 

40,486 

1.  All holdings at 1 April 2022 were granted during FY22.

2.   Grants in FY23 occurred on 12 August 2022 for Mr Malcolm and 10 June 2022 for Ms Verth and Mr Shaw, with a 12-month vesting period and fair 
value at grant date of $2.68 for Mr Malcolm and $2.41 for Ms Verth and Mr Shaw. Ms Verth’s grant also includes 21,916 performance rights and 
Mr Shaw’s grant also includes 10,958 performance rights that were granted on 15 June 2022 both with a fair value at grant date of $2.13. 
Ms Verth’s and Mr Shaw’s one-off performance rights have a vesting date 15 June 2023. There are performance conditions that reflect specific 
outcomes relating to a transaction attached to the vesting.

62  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Remuneration Report

Vested and Realised Remuneration

Table 10 below is a voluntary non-statutory disclosure of the realised remuneration of Executive KMP. 
Not all amounts have been prepared in accordance with accounting standards and this information 
differs from the statutory remuneration table in Section 4 which shows the expense for the vested and 
unvested awards in accordance with accounting standards. The below figures are unaudited. 

Table 10. 

Executive 
KMP

S Malcolm

S Verth

M Shaw

Year

2023

2022

2023

2022

2023

2022

Cash salary 
and fees
$

Cash
bonus
$

Super-
annuation
$

Vested STI 
deferral1
$

Vested 
retention
$

 Vested LTI 
– Executive 
Share Plan2
$

Total
$

696,000

468,255 

24,861

337,306

0

927,434

2,453,856

676,000

442,477

23,100

232,600

112,813

0

1,486,990

396,500

216,585 

24,861

60,643

0

231,399

929,988

379,000

185,986

23,100

37,986

112,813

0

738,885

375,833

187,239 

24,861

57,011

0

213,624

858,568

355,000

158,999

23,100

42,082

112,813

0

691,994

1.   These figures reflect the prior year STI deferred into share rights which have vested. These shares are subject to a holding lock under which 
they cannot be traded for 12 months from vesting date. The value is derived as the number of vested shares multiplied by the share price on 
vesting date. 

2.    These figures reflect the FY20 LTI that vested on 9 June 2022. The value is derived as the number of vested shares multiplied by the share price 

on vesting date, minus the total value of the outstanding loan on the award.

5.3 Long Term Incentive (LTI) 

LTI Outcomes for FY23 

For the FY20 LTI and FY21 LTI, Executive KMP were offered a single grant of shares that were subject 
to performance conditions. The value of the LTI grants is determined by reference to a set percentage 
of TFR. The number of shares that each Executive KMP received was determined using the 
following formula:

Total Fixed Remuneration x Grant % x Gross-up Factor (2) divided by the share acquisition price 

The Gross-up Factor replaced the previously used Fair Value Factor (Black-Scholes).

For the FY20 LTI and FY21 LTI, as approved by shareholders at the Company’s AGM in August 2018, in 
order to reward achievement against performance metrics, part of the loan may be forgiven at the end 
of the 3-year performance period upon the achievement of specified performance conditions. For the 
FY20 grant the performance conditions were met which resulted in a 28% loan forgiveness of the 
Executive KMP’s outstanding loan balance. These shares vested on 9 June 2022, however, remain 
restricted until the outstanding loan balance is repaid in full which must occur by 31 March 2024. 
None of the Executive KMP have repaid their loan balance during FY23. 

For the FY23 LTI, Executive KMP were offered a single grant of performance rights as outlined in 
Table 11 below. The value of the grants is determined by reference to a set percentage of TFR. 
The number of performance rights that each Executive KMP received was determined by dividing 
the grant value by a 10-day VWAP following the release of the FY22 full year results. 

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Remuneration Report

Australian Accounting Standards require the ESP awards be treated as options for accounting purposes 
due to the structure of the plan. The number and value of notional options and performance rights 
held by Executive KMP under the Executive Share Plan (ESP) and the Global Equity Plan (GEP) during 
the financial year ended 31 March 2023 is set out in Tables 11 and 12.

Table 11. 

LTI Issuances

Grant date

Vesting date Expiry date

Weighted 
average fair 
value at 
grant date

Performance 
achieved

% vested

FY20 share-
based loan

FY21 share-
based loan

FY22 long-term 
incentive grant1

FY23 long-term 
incentive grant 2

11 June 2019

9 June 2022

6 June 2024

0.38

Yes

100%

 9 June 2020

9 June 2023

9 June 2025

0.28

To be determined

15 June 2021

15 June 2024

15 June 2024

1.08

To be determined

15 June 2022

15 June 2025

15 June 2025

1.47

To be determined

–

–

–

1.   For Mr Malcolm, the FY22 long-term incentive grant was issued on 27 August 2021 with a weighted average fair value at grant date of 1.38.

2.  For Mr Malcolm, the FY23 long-term incentive grant was issued on 12 August 2022 with a weighted average fair value at grant date of 2.04.

Table 12. LTI-related equity
Loan share award + Performance rights

Held at
1 April 20221

 Granted 
during
the year2

Vested 
during 
the year3

Lapsed 
during 
the year

Held at
31 March 
2023

Value of LTI 
equity at 
grant date
$

Executive KMP

S Malcolm

S Verth

M Shaw

2,245,343 

490,892 

(801,763) 

560,336 

149,928 

(200,044) 

523,364 

142,849 

(184,677) 

–

–

–

1,934,472 

1,741,979

510,220 

368,855

481,536 

348,881

1.   For Mr Malcolm, includes 801,763 granted in FY20 ESP, 937,352 granted in FY21 ESP and 506,228 granted in FY22 LTI GEP. For Ms Verth, includes 
200,044 granted in FY20 ESP, 233,886 granted in FY21 ESP and 126,406 granted in FY22 LTI GEP. For Mr Shaw, includes 184,677 granted in FY20 
ESP, 219,853 granted in FY21 ESP and 118,834 granted in FY22 LTI GEP.

2.    Awards granted during the year include performance rights under FY23 LTI GEP. There were no awards granted under the ESP in the period.

3.   Includes FY20 ESP shares that vested during the period which remain restricted until the outstanding loan balance is repaid in full which must 

occur by 31 March 2024. None of the Executive KMP have repaid their loan balance during FY23. 

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Remuneration Report

6. Loans to Executive KMP for FY20 and FY21 LTI grants

The details of non-recourse loans on foot to Executive KMP under the ESP are set out in Table 13 below. 

Under the ESP that was in effect until FY22, Executive KMP acquired shares in the Company funded by 
a non-recourse loan from the Company. These loans are provided for the sole purpose of Executive 
KMP acquiring shares in the Company. The amount of the loan is equal to the issue price multiplied by 
the total number of shares issued. The loan is ‘interest free’ in that there is no annual interest charge 
to the participant on the loan. However, the notional value of this interest is taken into account in the 
overall structure of the program. The participant is obliged to pay a portion of the post-tax value of any 
dividends received during the loan term toward repayment of the loan amount. To access the shares, 
participants must repay their loan in full. Following the end of the vesting period, assuming the 
earnings threshold is achieved, the participant can either repay the loan directly or sell some of their 
shares and apply the proceeds to repay the loan. Shares remain restricted and can only be sold for the 
purposes of repaying the loan until the loan is repaid, and it is important that the loan obligation is 
always taken into account alongside the face value of shares under the ESP awards.

Table 13. 

Held at 
1 April
2022
$

Advances 
during 
the year
$

Loan 
forgiveness
$

Repayments 
during
the year
$

Held at 
31 March 
2023
$

Interest 
free value
$

Highest 
indebtedness 
during the 
year
$

Executive KMP

S Malcolm 2,506,967 

S Verth

M Shaw

625,517 

582,830 

–

–

–

(343,992)

(85,828)

(79,235)

–

–

–

2,162,975 

1,194,160 

2,506,967 

539,689 

228,511 

503,595 

155,361 

625,517 

582,830 

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Remuneration Report

7. Changes to Executive remuneration for FY24

During FY22, the Board continued to consider the effectiveness of the Short-Term Incentive (STI) Plan 
and the Long-Term Incentive (LTI) Plan for Executives. In particular, with the intent of ensuring that OFX 
has competitive remuneration in place for the Executive team and that remuneration is aligned to 
market practice. As part of the review, the Board approved changes to the variable reward opportunity 
for Executives to be implemented over two years, the first of which occurred in FY23 and the next will 
occur in FY24.

A review of market practice indicated that a 50:50 weighting of STI and LTI at target would provide a 
more appropriate remuneration mix for Executives. As such, for Direct Reports of the CEO, the intent is 
to achieve a remuneration mix of 40%:30%:30% for Total Fixed Remuneration:STI:LTI from FY24 
onwards. This will be achieved by a stepped adjustment of STI and LTI opportunity as follows:

• Increasing the STI opportunity from 60% to 65% in FY23 and to 75% in FY24; and

• Increasing the LTI opportunity from 40% to 60% in FY23 and to 75% in FY24.

To achieve the same 50:50 weighting between STI and LTI at target for the CEO, an increase of the LTI 
target from 92% to 115% occurred in FY23, resulting in a remuneration mix of 30%:35%:35% for Total 
Fixed Remuneration:STI:LTI from FY23 onwards.

8. Executive KMP service agreements

Contractual arrangements for Executive KMP

The key employment terms and conditions for Executive KMP as at 31 March 2023 are set out in 
Table 14 below.

Table 14. 

Contract Components

CEO

Other Executive KMP

Basis of contract

Ongoing (no fixed term)

Ongoing (no fixed term)

Notice period

6 months 

6 months 

Post-employment 
restraints

Maximum 6 months post-employment 
non-compete and non-solicitation 
restraint

Maximum 12 months post-employment 
non-compete and non-solicitation 
restraint

Treatment of STI and LTI

Upon termination, if the CEO is 
considered a good leaver, the CEO will 
be entitled to a pro-rata STI award. 
Board discretion applies to the 
treatment of any unvested LTI.

Upon termination, if the Executive KMP 
is considered a good leaver, the 
Executive KMP may be entitled to a 
pro-rata STI award. Board discretion 
applies to the treatment of any 
unvested LTI.

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Remuneration Report

9. Remuneration governance

9.1 Role of the People, Culture and Remuneration Committee

The People, Culture and Remuneration Committee is responsible for providing advice and 
recommendations to the Board in relation to the Company’s remuneration arrangements for Non-
Executive Directors, the CEO, and Executives, including total fixed remuneration, bonus, equity-based 
awards and termination payments. In addition, it is responsible for regularly reviewing the Company’s 
remuneration framework to ensure that it continues to align to business objectives in a manner that is 
consistent with the long-term sustainability of the Company and a broad range of stakeholder interests 
over the long-term (for example, client, community, regulator and investor interests) as well as 
considering those aspects of the Company’s remuneration policies and packages, including equity-
based incentives, which should be subject to shareholder approval. The Committee is also responsible 
for reviewing the Company’s policies and practices as they relate to diversity and inclusion, talent 
acquisition, retention, learning and development and termination. The Charter of the People, Culture 
and Remuneration Committee is available on the Group’s website at www.ofx.com/en-au/investors/
corporate-governance/.

To assist in performing its duties, the People, Culture and Remuneration Committee seeks independent 
advice from external consultants on various remuneration-related matters. The People, Culture and 
Remuneration Committee follows protocols around the engagement and use of external remuneration 
consultants to ensure compliance with relevant legislation as it relates to Executive remuneration.

During the 2023 financial year, Godfrey Remuneration Group and Guerdon Associates were engaged to 
provide independent benchmarking data on Executive remuneration and Non-Executive Director fees 
to assist with Executive base salary and Non-Executive Director fee recommendations. The external 
advisors did not provide recommendations and the data was used as an input to decision-making by 
the People, Culture and Remuneration Committee and the Board only.

9.2 Board discretion

The Company has a structured and objective approach to remuneration. However, the People, Culture 
and Remuneration Committee and the Board are able to exercise judgement and discretion as is 
required to provide remuneration outcomes for Executive KMP that appropriately reflect the 
performance of the Group and the achievement of real and tangible results that are consistent with 
the Group’s strategic priorities, are in line with Group values, and enhance shareholder value. 

9.3 Cessation of employment

Subject to local legislation, participants are not eligible for any STI cash payment or any deferred STI 
which are subject to restriction if they are terminated due to misconduct or poor performance, nor in 
general, if they resign or retire without a managed transition approved by the Board. In certain 
circumstances, allowed for under Executive Service Agreements, the Board may deem an Executive KMP 
to be a ‘good leaver’ and exercise discretion to allow eligibility for a pro-rata cash payment in respect 
of the current performance year and may determine that deferred STI previously awarded is retained.

In general, all ESP shares are forfeited and surrendered in full settlement of the loan if a participant 
ceases employment prior to the end of the performance period. All unvested performance rights are 
not forfeited if a participant ceases employment prior to vesting date, however, the Board has absolute 
discretion in appropriate circumstances to deem whether some or all of an Executive KMP’s 
performance rights are retained.

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Remuneration Report

9.4 Malus and clawback

The Board retains wide discretion to adjust formulaic incentive outcomes up or down (including to 
zero) prior to their finalisation. Malus refers to the exercise of downward discretion. Clawback refers to 
the Board’s power to recover awards or payments that have been made, granted or vested (including 
the forfeiture of vested equity awards, or the demand of the return of shares or the realised cash value 
of those shares) where the Board determines that the benefit obtained was inappropriate (for example, 
as a result of fraud, dishonesty or breach of employment obligations by the recipient or any employee 
of the Group). The Board has not encountered circumstances in this or prior periods that have required 
the application of the clawback provisions.

9.5 Change of control

If a change of control occurs prior to the vesting of share rights that are not subject to performance 
hurdles the Board has discretion to bring forward vesting dates where it considers it appropriate to do 
so. If a change of control occurs prior to the vesting of STI or LTI that is subject to performance hurdles, 
the Board has discretion to determine that some or all of the unvested shares or performance rights 
will vest. In exercising this discretion, the Board may have regard to any matter the Board considers 
relevant, including the extent to which the vesting conditions have been satisfied (or estimated to have 
been satisfied) at the time the change of control occurs or the proportion of the performance period 
during which the vesting conditions are tested has passed at the time the change of control occurs.

9.6 Minimum shareholding requirements for Non-Executive Directors and Executives

A minimum shareholding requirement for Non-Executive Directors was introduced in FY19 and for 
Executives in FY23. The minimum shareholding requirement seeks to align the interests of the Board, 
Executives and shareholders. 

Each Non-Executive Director must establish and maintain a level of share ownership equal to one 
times’ the Non-Executive Director’s annual base fee. For the purposes of calculating the minimum 
holding, this does not include any higher fee for acting as Chair or for membership of any Board 
Committees. The minimum holding must be reached within three years of appointment. All Non-
Executive Directors either met the minimum requirement or were on track to meet it within the 
required timeframe. As at the Balance Date, Ms Carnabuci’s holding is below the threshold required 
by the Non-Executive Director Minimum Shareholding Policy and Ms Carnabuci will supplement 
her holding (if required) at the conclusion of the closed period in accordance with the Securities 
Trading Policy.

The parameters of the minimum shareholding requirement for Executives are that:

• the CEO must establish and maintain a level of share ownership equal to one times’ his annual base 

salary;

• the other Executives must establish and maintain a level of share ownership equal to 0.5 times their 

annual base salary; and 

until these requirements are met, the Executive must retain 25% of any shares that vest via the LTI Plan.

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9.7 Securities Trading Policy 

All Directors and employees are required to comply with the Group’s Securities Trading Policy in 
undertaking any trading in the Company’s shares and may not trade if they are in possession of any 
inside information. Directors, members of the Global Executive Team, members of the Senior 
Leadership Team, members of the Finance Team and Specified Employees must apply for and receive 
written approval before trading in OFX securities. All employees are prohibited from dealing in OFX 
securities during a Closed Period which precedes the release of the half year and full year results and 
the annual general meeting. The Securities Trading Policy prohibits employees who participate in any 
equity-based plan from entering into any transaction in relation to unvested securities which would 
have the effect of limiting the economic risk of an unvested security.

10. Non-Executive Director remuneration 

10.1 Fee framework

The Board seeks to set fees for the Non-Executive Directors that reflect the demands which are made 
on and the responsibilities of the Directors, and at a level which will attract and retain Directors of the 
highest quality.

Non-Executive Director fees will be reviewed from time to time and they may seek the advice of 
external remuneration advisors for this purpose. There were no changes in fees for Non-Executive 
Directors during FY23.

10.2 Fee pool

The maximum payable to be shared by all Non-Executive Directors is currently set at $1,000,000 per 
annum, which was approved by shareholders at the General Meeting prior to the Company’s listing on 
the ASX in 2013. To preserve independence, Non-Executive Directors do not receive any equity as part 
of their remuneration and do not receive any performance-related compensation. Non-Executive 
Directors receive superannuation contributions where required by Superannuation Guarantee 
legislation.

Table 15. Fees applicable for FY23
Role

Chair fee1

Base Director fee

Committee Chair fee

Committee Member fee2

1.  The Chair’s fee includes any fee in respect of Committee membership. 

2.  For each committee other than the Nomination Committee. 

$

230,000

100,000

25,000

15,000

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Remuneration Report

Statutory Non-Executive Director fees for the year ended 31 March 2023

Details of the fees paid to the Non-Executive Directors for the year ended 31 March 2023 are outlined 
in Table 16 below:

Table 16. 

Non-Executive Directors

C Carnabuci

P Cross

C Kovacs 

G Murdoch

S Sargent

D Snedden

Total Non-Executive
Director remuneration

Director shareholdings

Year

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

Cash salary and fees
$

Superannuation
$

104,158

107,123 

145,168 

– 

104,158 

104,665 

113,247 

113,766 

76,831 

209,330 

126,804 

127,418 

670,366 

662,302 

10,842 

7,877 

15,243 

– 

10,842 

10,335 

11,753 

11,234 

7,798 

20,670 

13,196 

12,582 

69,674 

62,698 

Total
$

115,000 

115,000 

160,411 

– 

115,000 

115,000 

125,000 

125,000 

84,629 

230,000 

140,000 

140,000 

740,040

725,000 

Details of the Directors’ and their affiliates’ shareholdings in OFX Group Limited are set out in Section 4 
of the Directors’ Report of this report.

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11. Additional Disclosures 

Transactions of KMP

Shares held in the Company by KMP at the end of the financial year are set out in Table 17 below.

Table 17. 

Executive KMP

S Malcolm

S Verth

M Shaw

Held at
1 April
20221

727,906 

162,591 

187,925 

Acquisition

Disposals

ESP and GEP 
vested2

Held at
31 March 
2023

43,070 

–

–

–

–

–

950,356 

1,721,332 

226,759 

209,792 

389,350 

397,717 

1.   For Mr Malcolm includes 554,796 shares vested in the GEP, for Ms Verth includes 156,791 shares vested in the GEP and for Mr Shaw includes 

135,703 shares vested in the GEP. 

2.   For Mr Malcolm includes 801,763 shares vested in the FY20 ESP, for Ms Verth includes 200,044 shares vested in the FY20 ESP and for Mr Shaw 
includes 184,677 shares vested in the FY20 ESP that remain restricted until the outstanding loan balance is repaid in full which must occur by 
31 March 2024. None of the Executive KMP have repaid their loan balance during FY23. 

12. Outlook 

The Group will continue to review and adjust its reward mechanisms annually, as required, to ensure 
that its long-term growth aspirations are met. 

This Directors’ Report is made in accordance with a resolution of Directors. 

On behalf of the Board, 23 May 2023.

Patricia Cross 

Chair 

23 May 2023 

Skander Malcolm

Chief Executive Officer and Managing Director

23 May 2023

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  71

 
Auditor’s Independence 
Declaration

72  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation.  Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To the Directors of OFX Group Limited I declare that, to the best of my knowledge and belief, in relation to the audit of OFX Group Limited for the financial year ended 31 March 2023 there have been: i.no contraventions of the auditor independence requirements as set out in theCorporations Act 2001 in relation to the audit; andii.no contraventions of any applicable code of professional conduct in relation to the audit.KPM_INI_01 KPMG  Shaun Kendrigan Partner Sydney 23 May 2023 Consolidated Statement of Comprehensive Income

for the year ended 31 March 2023

Fee and trading income

Fee and commission expense

Net income

Interest and other income 

Net operating income

Employment expenses

Promotional expenses

Information technology expenses

Professional fee expenses1 

Bad and doubtful debts

Other operating expenses2 

Earnings before interest expense, tax, 
depreciation and amortisation (EBITDA)

Depreciation and amortisation expense

Interest expense

Share of profit of equity-accounted investees, net of tax 

Net profit before income tax

Income tax expense

Notes

3

3

3

4

4

13,14,17

17,18

23

5

2023
$’000

225,007

(14,772)

2022 
$’000

158,015

(11,391)

210,235

146,624

3,857

403

214,092

147,027

(105,977)

(16,791)

(11,476)

(8,430)

(2,541)

(12,587)

(66,618)

(16,543)

(8,288)

(3,602)

(116)

(8,633)

56,290

43,227

(13,172)

(5,869)

244

37,493

(6,082)

(9,970)

(717)

121

32,661

(7,649)

Net profit attributable to ordinary shareholders

31,411

25,012

Other comprehensive income

Other comprehensive income that may be reclassified to profit and loss

Exchange differences on translation of foreign operations, net of hedging

Cash flow hedges – effective portion of change in fair value

1,244

2,914

4,158

125

(1,980)

(1,855)

Total comprehensive income attributable to ordinary shareholders 

34,878

23,157

Earnings per share attributable to ordinary shareholders

Basic

Diluted

7

7

Cents

12.91

12.43

Cents

10.29

9.95

The above Consolidated Statement of Comprehensive Income should be read in conjunction with the 
accompanying notes.

1.  Comparative information has been restated to conform with presentation in the current period.
2.   Other operating expenses includes Occupancy expenses of $1,698,000 (2022: $642,000) which were previously disclosed separately on the 

Consolidated Statement of Comprehensive Income.

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  73

Consolidated Statement of Financial Position

as at 31 March 2023

Assets

Cash held for own use

Cash held for settlement of client liabilities

Deposits due from financial institutions 

Derivative financial assets

Prepayments

Other receivables

Equity accounted investees

Property, plant and equipment

Intangible assets

Right-of-use assets

Current tax assets

Deferred tax assets

Total assets 

Liabilities

Client liabilities

Derivative financial liabilities

Lease liabilities

Loans and borrowings

Other creditors and accruals 

Current tax liabilities

Provisions

Deferred tax liabilities

Total liabilities

Net assets

Equity

Ordinary share capital

Retained earnings

Foreign currency translation reserve

Share-based payments reserve

Notes

2023
$’000

2022 
$’000

8

8

8

10

9,23

23

13

14,19

17

6

8,9

10

17

18

15

16

6

21

68,191

368,670

25,613

52,666

7,565

7,365

5,173

2,143

103,119

12,725

1,116

7,083

59,103

242,767

25,144

34,385

5,595

5,473

5,028

1,236

19,873

6,402

–

–

661,429

405,006

375,678

246,611

34,125

13,959

65,183

10,980

–

14,332

3,062

517,319

144,110

31,600

106,978

382

5,150

27,117

8,348

–

7,697

47

8,918

2,375

301,113

103,893

28,576

75,567

(3,085)

2,835

Total equity attributable to shareholders

144,110

103,893

The above Consolidated Statement of Financial Position should be read in conjunction with the 
accompanying notes.

74  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Consolidated Statement of Changes in Equity

for the year ended 31 March 2023

Balance at 31 March 2021

Net profit

Other comprehensive income

Total comprehensive income

Transactions with shareholders 
in their capacity as shareholders:

Shares bought back

Shares issued under ESP/GEP

Employee share gift 

Expenses related to 
share-based payments

Balance at 31 March 2022

Net profit

Other comprehensive income

Total comprehensive income

Balance cash flow reserve 
allocated to Goodwill

Transactions with shareholders 
in their capacity as shareholders:

Shares bought back

Shares issued under ESP/GEP

Employee share gift 

Expenses related to share-based 
payments

Notes

Ordinary 
share 
capital 
$’000

28,990

–

–

–

Retained 
earnings 
$’000

50,555

25,012

–

25,012

21

25

25

25

21

25

25

25

(2,655)

1,875

366

–

(414)

28,576

–

–

–

 –

–

3,024

–

–

3,024

–

–

–

–

–

75,567

31,411

–

31,411

–

–

–

–

–

–

Foreign 
currency 
translation 
reserve
$’000

Share-
based 
payments 
reserve
$’000

(1,230)

1,976

Total 
equity
$’000

80,291

25,012

(1,855)

23,157

(2,655)

250

366

–

–

–

–

(1,625)

–

–

(1,855)

(1,855)

–

–

–

–

–

2,484

2,484

859

445

(3,085)

2,835

103,893

–

4,158

4,158

(691)

–

–

–

–

–

–

–

–

–

31,411

4,158

35,569

(691)

–

(1,068)

1,956

–

–

3,383

3,383

(691)

2,315

4,648

Balance at 31 March 2023

31,600

106,978

382

5,150

144,110

The above Consolidated Statement of Changes in Equity should be read in conjunction with the 
accompanying notes.

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  75

Consolidated Statement of Cash Flows 

for the year ended 31 March 2023

Cash flows from operating activities

Profit from ordinary activities after income tax

Adjustments to profit from ordinary activities

Depreciation and amortisation

Interest expense

Share of profit of equity-accounted investees, net of tax

Movement in share-based payment reserve

Foreign exchange revaluation

Fair value changes on financial assets and liabilities through profit or loss

Movement in foreign currency translation reserve

Operating cash flow before changes in working capital

Changes in assets and liabilities

(Increase)/decrease in prepayments and other receivables

(Increase) in deferred income tax assets

(Increase)/decrease in cash held for settlement of client liabilities

Increase/(decrease) in amounts due to clients

Increase in accrued other creditors and accruals

Increase in deferred income tax liabilities

(Decrease)/increase in current tax liabilities

Increase in provisions

Decrease in current tax assets

(Decrease) in tax provision

Net cash flows from operating activities

Cash flows from investing activities

Payments for property, plant and equipment 

Issuance of convertible loan

Payments for intangible assets

Acquisition of subsidiary, net of cash disposed of

(Decrease)/increase in cash deposited with financial institutions

Investments in equity-accounted investees

Net cash flows from investing activities

Cash flows from financing activities

Loan and borrowings

Payments for lease liabilities

Shares issued under ESP/GEP

Net cash flows from financing activities

Net increase in cash held for own use

Cash held for own use at the beginning of the year

Exchange gains on cash held for own use

Cash held for own use at the end of the year

Notes

2023
$’000

2022 
$’000

31,411

25,012

13,172

5,869

(244)

3,382

2,745

(11,273)

1,515

46,577

(3,861)

(7,084)

(125,903)

129,067

3,283

687

(47)

5,414

–

(1,117)

47,016

(2,269)

–

(18,603)

(73,615)

(469)

–

(94,956)

59,934

(3,862)

1,956

58,028

10,088

59,103

(1,000)

68,191

9,970

717

(121)

2,484

(161)

(1,455)

(1,855)

34,591

696

–

(960)

(483)

3,436

1,136

47

2,859

6,273

–

47,595

(960)

(1,183)

(10,512)

–

1,975

(4,985)

(15,665)

–

(4,136)

(2,039)

(6,175)

25,755

33,454

(106)

59,103

13

9,21

14

14,19

23

18

17

Including cash held for settlement of client liabilities (classified as operating activities)

Cash held for settlement of client liabilities at the beginning of the year

Cash inflows from clients

Cash outflows to clients

Exchange gain on cash held for client liabilities

Cash held for settlement of client liabilities at the end of the year

Total cash and cash equivalents

8

8

242,767

241,807

35,605,461

32,968,852

(35,493,135)

(32,965,305)

13,577

368,670

436,861

(2,587)

242,767

301,870

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

76  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Notes to the financial statements

for the year ended 31 March 2023

Results for the Year

Note 1. About this Report

Overview

OFX Group Limited (the Group or the Company) is a company limited by shares, incorporated 
and domiciled in Australia. Its shares are publicly traded on the Australian Securities Exchange. 
This financial report presents the consolidated performance, position and cash flows of the 
Group for the year ended 31 March 2023 and was approved and authorised for issue by the Board 
of Directors on 23 May 2023. The Group is for-profit for the purpose of preparing the financial 
statements. The accounting policies explained in this report are consistent for all the periods 
presented unless otherwise stated. The Directors have the power to amend and reissue the 
financial report.

The financial report is a general-purpose financial report which:

• Is prepared in accordance with Australian Accounting Standards Board (AASB) and Interpretations 

issued by the Australian Accounting Standards Board and the Corporations Act 2001 (Cth). 
Consequently, this financial report has also been prepared in accordance with and complies with 
IFRS as issued by the IASB

• Has been prepared under the historical cost convention except for derivatives and share-based 

payments which are measured at fair value

• Is presented in Australian dollars with all values rounded to the nearest thousand dollars in 

accordance with ASIC Legislative Instrument 2016/191 unless otherwise indicated

Critical estimates and judgements

Preparing the financial report requires judgement in applying the accounting policies and calculating 
certain critical accounting estimates. The Group’s critical accounting estimates and significant 
judgements are:

• Fair value of certain financial instruments (Note 10 and Note 11)

• Estimated credit losses on receivables (Note 12(c))

• Share-based payments (Note 23)

• Leases (Note 17)

• Impairment test of intangible assets and goodwill (Notes 14 and 19)

• Acquisition of subsidiary: fair value of the consideration transferred (including contingent 

consideration) and fair value of the assets acquired and liabilities assumed (Note 19)

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  77

Basis of consolidation

The consolidated financial report comprises the assets and liabilities of all subsidiaries of the Group as 
at 31 March 2023 and the results of all subsidiaries for the year then ended. A list of controlled entities 
at year end is contained in Note 22.

Subsidiaries are all those entities over which the Group has the power to direct the relevant activities, 
exposure to significant variable returns and the ability to utilise power to affect the Group’s own 
returns. The determination of control is based on current facts and circumstances and is continuously 
assessed.

Intercompany transactions, balances and unrealised gains on transactions between group companies 
are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the 
impairment of the asset transferred.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the 
policies adopted by the Group.

Investments in subsidiaries are accounted for at cost in the separate financial statements of OzForex 
Limited (the intermediate holding company) in accordance with AASB 127 Separate Financial Statements.

Functional and presentation currency 

Foreign operations are measured in the Group’s financial statements using the currency of the 
primary economic environment in which the foreign operation operates (the functional currency). 
The functional currencies of overseas subsidiaries are listed in Note 22.

The Group’s financial statements are presented in Australian dollars, which is the Group’s presentation 
currency.

GST

Revenues, expenses and fixed assets are recognised net of the associated GST, unless the GST is not 
recoverable from the relevant taxation authority. Receivables and creditors are presented including 
the GST. The net GST recoverable from, or payable to, each taxation authority is presented in other 
receivables or other payables.

Cash flows are presented including GST. The GST components of the cash flows arising from investing 
or financing activities which are recoverable from, or payable to the taxation authority, are presented 
as operating cash flow.

Corrections to prior period amounts

Certain comparative amounts in the Consolidated Statement of Profit or Loss and OCI, the 
Consolidated Statement of Financial Position, Consolidated Statement of Cashflows and Consolidated 
Statement of Changes in Equity have been restated, reclassified or re-presented, as a result of a 
correction of a prior-period error in relation to the measurement of the Group’s investment in Equity 
Accounted Investees.

New standards and interpretations not yet adopted

Certain new accounting standards and interpretations have been published that are not mandatory for 
31 March 2023 and have not been adopted early by the Group. These standards are not expected to 
have a material impact on the Group’s financial statements.

78  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Notes to the financial statementsfor the year ended 31 March 2023Note 2. Segment Information

The operating segments presented below reflect how senior management and the Board of Directors 
(the chief operating decision makers) allocate resources to the segments and review their 
performance.

The chief operating decision makers examine the performance both from a geographic perspective 
and by client market segment. OFX regions are based on client location covering APAC, North America 
and EMEA. These regions have been identified as reportable segments.

Each region serves Consumers, Corporates, Online Sellers and Enterprise (previously referred to as 
international payment solutions) clients.

Segments are managed on an underlying basis. Segment EBITDA excludes $6.1 million of one-off items 
(2022: $1.3 million) that are excluded from the underlying results. 

Segment fee and trading income – 2022 v 2023 ($’000)

$250,000

$200,000

$150,000

$225,007

$158,015

$100,000

$83,691

$89,879

$88,689

$50,000

$0

$24,928

$31,714

$43,106

$6,290

$14,725

APAC

Europe

North America

Unallocated Items

Total

2022

2023

Segment EBITDA – 2022 v 2023 ($’000)

$70,000

$60,000

$50,000

$40,000

$30,000

$20,000

$10,000

$0

$62,433

$44,500

$20,488

$17,229

$20,235

$18,577

$6,568

$6,392

$6,290

$11,154

APAC

Europe

North America

Unallocated Items

Total

2022

2023

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  79

Notes to the financial statementsfor the year ended 31 March 2023Segment underlying EBITDA

One-off expenses/non-operating

Group EBITDA

Depreciation and amortisation

Interest expense

Share of profit of equity accounted investees, net of tax1

Net profit before income tax

Income tax expense

2023
$’000

62,433

(6,143)

56,290

(13,172)

(5,869)

244

37,493

(6,082)

2022 
$’000

44,500

(1,273)

43,227

(9,970)

(717)

121

32,661

(7,649)

31,411

25,012

Net profit 

2023

APAC
$’000

Europe
$’000

North America
$’000

Unallocated
$’000

 Consolidated
$’000

Segment assets

361,263

87,506

181,541

Intergroup eliminations

(45,647)

–

–

–

–

Deferred tax assets

Total assets

699,993

(45,647)

7,083

661,429

Segment liabilities

(248,662)

(90,965)

(152,477)

(67,800)

(559,904)

Intergroup eliminations

–

17,906

25,265

2,476

Deferred tax liabilities

Total liabilities

2022

Segment assets1

288,794

67,354

Intergroup eliminations

(38,096)

–

Deferred tax assets

Total assets

Segment liabilities

(170,880)

(76,418)

Intergroup eliminations

–

18,493

Deferred tax liabilities

Total liabilities

1.   The comparative information has been restated to reflect a correction in the prior year.

80  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

86,954

–

(89,536)

19,603

–

–

–

–

45,647

(3,062)

(517,319)

443,102

(38,096)

–

405,006

(336,834)

38,096

(2,375)

(301,113)

Notes to the financial statementsfor the year ended 31 March 2023 
 
Note 3. Net Operating Income

Fee and trading income 

Fee and trading income consists of the realised foreign currency transaction margins and fees, as well 
as changes in exchange rates between the time a client rate is agreed and a subsequent hedge 
transaction is entered into by the Group.

Fee and trading income is presented inclusive of realised and unrealised income earned from the sale 
of foreign currency contracts to clients. 

Revenue from contracts with client is recognised upon settlement of foreign currency payments on 
behalf of client in the amount that reflects the agreed foreign exchange margin and fee for the service.

Where the Group enters into contracts for forward delivery with its client, the Group also enters into 
separate forward contracts with its banking counterparties in hedge transactions. These are 
recognised on the Consolidated Statement of Financial Position and measured at fair value through 
profit and loss.

Fee and commission expense

Fee and commission expenses are transactional banking fees and commissions paid to strategic and 
referral partners. 

Interest income

Interest income is recognised using the effective interest rate method, which spreads fees and costs 
associated with an interest bearing receivable across its life.

Realised margin and fees on foreign exchange contracts

Unrealised gains on foreign exchange contracts

Revaluation of foreign exchange assets and liabilities

Fee and trading income

Fee and commission expense

Net income

Interest and other income

Net operating income

2023
$’000

2022
$’000

223,911

155,459

6,506

(5,410)

3,345

(789)

225,007

158,015

(14,772)

(11,391)

210,235

146,624

3,857

403

214,092

147,027

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  81

Notes to the financial statementsfor the year ended 31 March 2023Note 4. Expenses

Employment expenses

Salaries and related costs including commissions

Share-based payments and employee share scheme

Defined contribution plan

Total employee compensation expense

Other employment expenses (on-costs, recruitment and staff 
training)

Total employment expenses

Other operating expenses1

Compliance 

Insurance 

Travel 

Other expenses

2023
$’000

2022
$’000

(90,443)

(55,251)

(3,471)

(6,050)

(2,843)

(3,917)

(99,964)

(62,011)

(6,013)

(4,607)

(105,977)

(66,618)

(2,729)

(3,161)

(1,372)

(5,325)

(2,658)

(2,640)

(325)

(3,010)

Total other operating expenses1

(12,587)

(8,633)

1.   Comparative information has been reclassified to exclude Professional fee expenses of $642,000 which have been disclosed separately on the 
Consolidated Statement of Comprehensive Income. Communication and Non-recoverable GST have also been included under Other Expenses.

82  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Notes to the financial statementsfor the year ended 31 March 2023Note 5. Income Taxes

Income tax expense is the tax payable on the current period’s taxable income adjusted for changes 
in deferred income tax. Changes in deferred tax assets and liabilities are due to temporary timing 
differences and unused tax losses.

Current income tax is based on tax laws enacted or substantively enacted in each jurisdiction of the 
Group’s operations at the end of the reporting period. If required, provisions are established for the 
amounts expected to be paid to the tax authorities.

Deferred income tax is provided in full, using the liability method at the tax rates expected to apply 
when the assets are recovered or the liabilities are settled. Deferred tax assets and liabilities arise 
on temporary differences between the tax base of assets and liabilities and their carrying amounts. 
In addition, deferred tax assets may be recognised due to unused tax losses. Amounts are only 
recognised to the extent it is probable future taxable amounts will be available to use those temporary 
differences or tax losses.

Deferred tax assets and liabilities are offset when: 

• There is a legally enforceable right to offset current tax assets and liabilities; and 

• The deferred tax balances relate to the same taxation authority.

Current tax assets and liabilities are offset when: 

• There is a legally enforceable right to offset; and

• There is an intention to settle on a net basis.

Current and deferred taxes attributable to amounts recognised directly in equity are also recognised 
directly in equity.

Where there is uncertainty over income tax treatments the recognition and measurement of current or 
deferred tax assets or liabilities is determined applying Interpretation 23 – Uncertainty Over Income Tax 
Treatments. The Group believes its accruals for tax liabilities are adequate for all open tax years based 
on its assessment, including interpretations of income tax treatments and prior experience.

Tax consolidation

The tax consolidation legislation was adopted by the Group as of 15 October 2013. As a consequence, 
OFX Group Limited and its wholly-owned Australian controlled entities are taxed as a single entity. 
The tax consolidated group’s tax year end is 31 March.

Offshore Banking Unit

OzForex Limited, a subsidiary of the Group, was declared an Offshore Banking Unit (OBU) on 
10 October 2015. In accordance with Australian income tax legislation, assessable offshore banking 
(OB) income derived by the OBU is taxable at a concessional rate of 10%. OB income includes revenue 
earned on foreign exchange transactions with offshore counterparties, excluding those with any AUD 
component. On 13 September 2021, the Australian Government confirmed the cessation of OBU 
Regime which will cease to apply from the 2023-24 income year.

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  83

Notes to the financial statementsfor the year ended 31 March 2023a) Income tax expense

Current tax expense

Adjustments to current tax of prior years

Total current tax expense

Deferred income tax (benefit)/expense

Total income tax expense

b) Reconciliation of income tax expense to prima facie tax payable

Net profit before income tax 

Prima facie income tax expense at 30% (2022: 30%)

Effect of lower tax rates in overseas jurisdictions

Decrease in tax expense as a result of operating as an OBU in the 
current period

(Decrease)/Increase in tax expense as a result of change in tax laws

Non-deductible acquisition costs

Research and Development tax credits

Non-deductible share-based payment expenses

Other items

2023
$’000

12,877

83

12,960

(6,878)

6,082

2022
$’000

5,612

418

6,030

1,619

7,649

37,493

11,248

(2,229)

32,661

9,798

(554)

(1,531)

(2,550)

(781)

1,134

(1,621)

844

(982)

604

–

(611)

721

241

Total income tax expense

6,082

7,649

84  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Notes to the financial statementsfor the year ended 31 March 2023Note 6. Deferred Income Tax Assets/(Liabilities)

Deferred income tax assets

The balance comprises temporary differences attributable to:

Provisions and accrued expenses

Corporate action costs deemed capital for taxation

Lease liabilities

R&D credit carry forward

Property, plant and equipment

Capital losses

Other

Total deferred income tax assets – before offset

Offset deferred income tax liabilities (refer Note 5 for accounting policy)

Net deferred income tax assets – after offset

Deferred income tax liabilities 

The balance comprises temporary differences attributable to:

Intangible assets

Financial instruments

Right of use assets

Prepayments

Property, plant and equipment

Total deferred income tax liabilities – before offset

Offset deferred income tax assets (refer Note 5 for accounting policy)

Net deferred income tax liabilities – after offset

2023
$’000

2022
$’000

3,944

216

3,214

1,261

46

7,321

793

16,795

(9,712)

7,083

(4,467)

(4,977)

(2,607)

(70)

(653)

(12,774)

9,712

(3,062)

2,012

417

1,163

–

37

–

99

3,691

(3,691)

–

(2,426)

(2,720)

(478)

(124)

(318)

(6,066)

3,691

(2,375)

Net deferred income tax assets/(liabilities)

 4,021

(2,375)

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  85

Notes to the financial statementsfor the year ended 31 March 2023 
 
 
 
Note 7. Earnings per Share

Earnings per share 

Basic earnings per share shows the profit attributable to each ordinary share. It is calculated as the net 
profit attributable to ordinary shareholders divided by the weighted average number of ordinary 
shares in each year.

Diluted earnings per share shows the profit attributable to each ordinary share if all the dilutive 
potential ordinary shares had been ordinary shares.

There are no discontinued operations of the Group.

(a) Earnings per share

Basic

Diluted

(b) Earnings

Net profit attributable to ordinary shareholders used to calculate 
basic and diluted earnings per share

(c) Weighted average number of shares

2023
Cents

12.91

12.43

$’000

31,411

2022
Cents

10.29

9.95

$’000

25,012

Weighted average number of ordinary shares used to calculate basic 
earnings per share

Dilutive potential ordinary shares1

Number

Number

243,260,880

243,041,599

9,462,886

8,314,611

Weighted average number of ordinary shares used as the 
denominator in calculating diluted earnings per share

252,723,766

251,356,210

1.  Include issuances under the Executive Share Plan (ESP) and Global Equity Plan (GEP). Refer to Note 25.

86  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Notes to the financial statementsfor the year ended 31 March 2023Financial Assets and Liabilities

Note 8.  Cash and Cash Equivalents, Client Liabilities, and Deposits Due from 

Financial Institutions

Cash and cash equivalents includes cash on hand and deposits held at short call with financial 
institutions with an original maturity of less than 3 months (together, ‘cash held for own use’) and 
cash held for subsequent settlement of client liabilities.

Cash held for subsequent settlement of client liabilities represent transactions in progress where 
amounts have been received by the Group but the corresponding payment has not yet occurred. 
They are unsecured and short term in nature and are recognised initially at their fair value. Client 
liabilities are initially measured at amortised cost using the effective interest method and are shown 
in cash net of client receivables which are recognised in other receivables (refer to Note 9). Gross client 
liabilities total $375,678,000 as at 31 March 2023 (2022: $246,611,000).

Deposits due from financial institutions are primarily short-term deposits with an original maturity 
of greater than 3 months, but less than 12 months, are accounted for at the gross value of the 
outstanding balance and are held at amortised cost.

Cash held for own use

Cash held for settlement of client liabilities

Cash and cash equivalents

Deposits due from financial institutions

Cash held for subsequent settlement of client liabilities

Net cash held

Collateral and bank guarantees1

Net available cash2

1.  Prior year comparative has been reclassified to conform with presentation in the current period.

2.  Net available cash is a non-IFRS unaudited measure.

2023
$’000

68,191

368,670

436,861

2022
$’000

59,103

242,767

301,870

25,613

25,144

(368,670)

(242,767)

93,804

(26,407)

84,247

(41,604)

67,397

42,643

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  87

Notes to the financial statementsfor the year ended 31 March 2023Note 9. Other Receivables (Current Assets)

Other receivables include client receivables, GST receivables and other debtors. Other debtors include 
rental deposits, interest receivable and a convertible loan issued to an associate, the investment in 
which is detailed at Note 22. Client receivables include amounts settled on behalf of client of the 
Group, which are yet to be received. All receivables are recognised at amortised cost, less any 
impairment. Details about the Group’s impairment policies and the calculation of the expected credit 
loss allowance are provided in Note 12(c). Interest is recognised in the Statement of Comprehensive 
Income using the effective interest method.

Client receivables 

Provision for impairment

GST receivables

Other debtors

Other receivables 

2023
$’000

7,008

(4,264)

303

4,318

7,365

2022
$’000

3,844

(455)

423

1,661

5,473

Note 10. Derivative Financial Instruments

Derivative instruments entered into by the Group include forward foreign exchange contracts. 
They are principally used to offset foreign currency contracts with clients, cashflow hedges and 
as hedges over the group’s net investment in foreign operations.

Derivatives are recognised at trade date and are initially and subsequently measured at fair value 
through profit or loss. Movements in the carrying amounts of derivatives are recognised in net fee and 
trading income within the Consolidated Statement of Comprehensive Income, except for movements in 
derivatives used in the Group’s cash flow hedges and hedge of net investments in foreign operations, 
which is recognised and measured in accordance with Note 12.

Value of forward contracts – assets

Value of forward contracts – liabilities

2023
$’000

52,666

2022
$’000

34,385

(34,125)

(27,117)

Net financial instruments at fair value

18,541

7,268

88  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Notes to the financial statementsfor the year ended 31 March 2023Note 11.  Fair Values of Financial Assets and Liabilities

OFX Group has categorised its financial instruments that are either measured in the Statement of 
Financial Position at fair value or of which the fair value is disclosed, into a three-level hierarchy based 
on the priority of the inputs to the valuation.

A financial instrument’s categorisation within the valuation hierarchy is based on the lowest level input 
that is significant to the fair value measurement. Cash and cash equivalents, deposits due from 
financial institutions, other receivables, client liabilities, other creditors and accruals are excluded from 
the fair value hierarchy as these instruments are held at amortised cost. Their fair value approximates 
the carrying value as they are short term in nature. Loans and borrowings are also excluded from the 
fair value hierarchy as these are held at amortised cost using the effective interest rate method.

Level

Instruments

Valuation process

Level 1 – Traded in active markets 
and fair value is based on recent 
unadjusted quoted prices.

Level 2 – Not actively traded and 
fair value is based on valuation 
techniques which maximise the 
use of observable market prices.

Level 3 – Not actively traded and 
fair value is based on at least one 
input which is not observable in 
the market due to illiquidity or 
complexity.

None – the Group does not 
hold any of these instruments.

Not applicable.

Over-the-counter derivatives.

Forward foreign exchange 
contract valuations are based 
on observable spot exchange 
rates and the yield curves of 
the respective currencies.

None – the Group does not 
hold any of these instruments.

Not applicable.

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  89

Notes to the financial statementsfor the year ended 31 March 2023Note 12. Financial Risk Management

The Group is exposed to the following risks, and manages this in the following ways:

Type of risk

How the risk is managed

Market risk – Market risk is comprised of both 
foreign currency risk and interest rate risk.

Foreign currency risk – Arises from exposure 
to changes in foreign exchange rates between 
the time of agreeing rates with a client and 
either a corresponding hedge being taken out 
with a counterparty or an international payment 
settlement. Settlement typically occurs between 
12 to 24 hours after the deal is entered or up to 
24 months later for forward contracts with clients.

The Group is also exposed to the interest rate 
risk embedded in forward contracts offered 
to its clients to lock in exchange rates up to 
24 months in advance.

Interest rate risk – Exposure to non-traded 
interest rate risk results from cash and term 
deposits held in different currencies. 

Credit risk – The risk that creditors (clients and 
financial institutions) will not make payments 
on their receivables and derivatives respectively, 
when they fall due.

Liquidity risk – The risk that the Group is 
unable to meet the obligations of its financial 
liabilities when they are due. 

To manage the movement in foreign exchange 
rates, the Group aggregates transactions and 
nets out buy transactions against sell 
transactions.

The Group then enters into forward foreign 
exchange hedging contracts with counterparty 
banks once exposure to a single currency reaches 
or exceeds a defined threshold. 

Settlement of client liabilities between 12 and 
24 hours of receipt of client cash results in low 
exposure to non-traded interest rate risk.

The Group typically does not payout client deals 
until associated funds have been received.

In exceptional circumstances, senior 
management have the discretion to authorise 
same-day payments, which can result in funds 
being paid prior to clearance of client funds. 
These transactions would only be approved for 
clients with a low risk of default and are pro-
actively monitored to ensure timely settlement.

For forward deals part payments are required to 
be made by clients. Active monitoring of client 
balances ensures that adequate collateral is held.

The Group sets credit limits and obtains collateral 
with well-rated banking counterparties as 
security (where appropriate).

Regular forecasts of the Group’s liquidity 
requirements. Surplus cash is maintained in 
highly liquid instruments.

Continuous review of currency requirements in 
operating jurisdictions. Active maintenance of 
cash balances in currencies and geographical 
locations necessary to fund these requirements.

Risk is managed on a globally consolidated basis for the Group. Risks in subsidiaries are subject to the 
same risk acceptance policies as the Company.

90  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Notes to the financial statementsfor the year ended 31 March 2023(a) Market risk

The main component of the Group’s market risk is exposure to foreign exchange rate fluctuations. 
The subsidiaries of the Group (Note 22) typically enter into transactions and recognise assets and 
liabilities that are denominated in their functional currency. 

The Group’s sensitivity to foreign exchange fluctuations risk by major currency held on the 
Consolidated Statement of Financial Position is shown below:

Movement in exchange rate (basis points)1

+/-500

+/-500

+/-500

+/-500

31 March 2023

31 March 2022

CAD

EUR

GBP

NZD

SGD

USD

Other

Total

Sensitivity 
of profit 
before tax
$’000

Sensitivity 
of equity 
after tax
$’000

Sensitivity 
of profit 
before tax
$’000

Sensitivity 
of equity 
after tax
$’000

1,765

1,291

131

221

325

2

(140)

10

68

213

246

38

(87)

16

2,314

1,785

1

(25)

(91)

1

3

(62)

87

(86)

34

19

(12)

(2)

61

(315)

69

(146)

(b) Interest rate risk

The Group’s sensitivity to movements in interest rates is as follows. 

Movement in interest rate (basis points)1,2

+/-200

+/-200

+/-200

+/-200

31 March 2023

31 March 2022

AUD

CAD

EUR

GBP

NZD

SGD

USD

Other

Total

Sensitivity 
of profit 
before tax
$’000

Sensitivity 
of equity 
after tax
$’000

Sensitivity 
of profit 
before tax
$’000

Sensitivity 
of equity 
after tax
$’000

2,444

1,835

892

546

972

308

224

2,017

487

7,889

669

451

775

229

184

1,564

373

6,080

2,316

191

510

1,104

224

304

1,241

650

6,540

1,739

143

399

853

163

252

839

491

4,879

1.  Impact of positive movement shown. The impact of a negative movement is the inverse.

2.  Prior year comparative has been reclassified to conform with presentation in the current period.

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  91

Notes to the financial statementsfor the year ended 31 March 2023(c) Credit risk

Maximum exposure to credit risk and credit quality of financial assets

The amounts shown represent the maximum exposure of the Group to credit risk at the end of the 
reporting period. This is equal to the carrying amount of each class of financial assets in the table below.

The Group uses internal credit ratings to manage the credit quality of its financial assets. The Group 
holds financial assets with financial institutions of $482.35m (2022: $335.15m) rated investment grade 
(between Aaa-Baa3) and $8.25m (2022: $2.25m ) unrated. There are no balances that are past due or 
impaired as at 31 March 2023 (2022: nil).

Rating

Cash and cash equivalents

Investment grade

Cash and cash equivalents

Unrated1

Deposits due from financial institutions

Investment grade

Derivative assets – with financial institutions

Investment grade

Derivative assets – with clients

Other receivables

Unrated

Unrated

2023
$’000

428,690

8,171

25,613

27,956

24,719

7,365

2022
$’000

299,700

2,170

25,144

10,215

24,170

5,473

Total gross credit risk

522,514

366,872

1.  Unrated balances relate to amounts due from clients that are not graded by the Company or by a public ratings agency.

2023 Credit Risk Exposure ($’000)

2022 Credit Risk Exposure ($’000)

$7,365

$24,719

$5,473

$24,170

$490,430

$337,229

Financial Institutions

Clients

Other receivables

Financial Institutions

Clients

Other receivables

2023 Credit Risk Exposure by Geography ($’000)

2022 Credit Risk Exposure by Geography ($’000)

$83

$257,161

$57

$90,226

$182,756

$177,338

$87,733

$93,098

APAC

EMEA

North America

Other

APAC

EMEA

North America

Other

92  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Notes to the financial statementsfor the year ended 31 March 2023For trading credit risk, the Group assesses the credit quality of the client, taking into account its 
financial position, past experience, external credit agency reports and credit references. Individual 
client risk limits are set based on internal approvals in accordance with delegated authority limits set 
by the Board. The compliance with credit limits by credit approved client is regularly monitored by line 
credit management. Client receivables aged more than 90 days past due are fully provided for unless 
deemed otherwise appropriate based on expectation of recoverability. 

The Group applies historical lifetime past due information to provide for expected credit losses 
prescribed by AASB 9, which permits the use of past due information to determine the lifetime 
expected loss provision for all client receivables arising from a financial instrument. The loss allowance 
provision as at 31 March 2023 and 2022 was determined as set out below, which incorporates past 
experience and forward-looking information about the client, including the likelihood of recovery.

Gross carrying amount ($’000)

Year

2023

Gross carrying amount ($’000)

2022

Provision ($’000)

Provision ($’000)

2023

2022

Current

2,063

2,944

61

62

More than 
30 days
past due

More than 
60 days 
past due

More than 
90 days 
past due

222

5

125

13

170

49

201

31

4,553

846

3,877

349

Total
$’000

7,008

3,844

4,264

455

The loss allowances for client receivables as at 31 March reconciles to the opening loss allowances as 
follows.

Opening loss allowance as at 1 April

Loss allowance from acquisition 

Write off during the year

Increase in loss allowance recognised in profit or loss during the year

Closing loss allowance at 31 March

2023
$’000

455

3,875

(2,085)

2,019

4,264

2022
$’000

1,685

–

(1,358)

128

455

Impairment losses on client receivables are presented as bad and doubtful debts within the 
Consolidated Statement of Comprehensive Income. 

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  93

Notes to the financial statementsfor the year ended 31 March 2023(d) Liquidity risk

Maturity profile of obligations

The table below summarises the maturity profile of the Group’s financial liabilities as at 31 March 2023 
based on contractual undiscounted repayment cash flows. Derivatives are included in the less than 
3 months column at their fair value, as they are frequently settled in the short term. Liquidity risk on 
these items is not managed on the basis of contractual maturity, since they are not held for settlement 
according to such maturity and will frequently be settled in the short term at fair value. Derivatives 
designated in a hedging relationship are included according to their contractual maturity.

On demand 
$’000

3 months
or less
$’000

3 to 
12 months
$’000

1 to 5 years
$’000

Over 
5 years
$’000

Total
$’000

2023

Loans and borrowings

(148)

–

(4,228)

(386,814)

–

–

(65,035)

(4,180)

–

–

 (65,183)

(395,222)

(149)

(299)

(1,344)

(10,112)

(2,053)

(13,957)

–

–

1,835,128

1,613,861

43,654

(1,828,842)

(1,601,729)

(43,531)

–

–

3,492,643

(3,474,102)

(4,525)

(380,827)

10,788

(79,204)

(2,053)

(455,821)

(1,894)

(253,478)

–

(285)

(569)

(2,563)

(3,316)

(4,931)

–

–

1,455,658

1,014,086

45,942

(1,450,560)

(1,012,174)

(45,682)

–

–

–

–

–

(258,688)

 (8,348)

2,515,686

(2,508,416)

(259,766)

Other liabilities1

Lease liabilities

Derivative financial 
instruments

Inflows

(Outflows)

Total

2022

Other liabilities1

Lease liabilities

Derivative financial 
instruments

Inflows

(Outflows)

Total

(2,179)

(248,949)

(651)

(7,987)

1.  Excludes items that are not financial instruments and non-contractual accruals and provisions.

94  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Notes to the financial statementsfor the year ended 31 March 2023Financial instruments, derivatives and hedging activity

The Group classifies its financial assets in the following categories: financial assets at amortised cost 
and financial assets at fair value through profit or loss. The classification depends on the purpose for 
which the financial assets were acquired, which is determined at initial recognition based upon the 
business model of the Group.

(i) Financial assets and liabilities at amortised cost 

The Group classifies its financial assets and liabilities at amortised cost if the asset or liability is held 
with the objective of settling contractual cash flows and the contractual terms give rise on specified 
dates to cash flows that are solely payments of principal and interest. These financial assets include 
client receivables and bank term deposits. Bank term deposits are non-derivative financial assets with 
fixed or determinable payments that are not quoted in an active market. They are financial assets at 
amortised cost. Refer to Note 9 for details relating to client receivables. These financial liabilities 
include loans and borrowings. Secured loans are non-derivate financial liabilities with fixed or 
determinable payments that are not quoted in an active market. They are financial liabilities measured 
at amortised cost using the effective interest rate method. Interest expense and foreign exchange gains 
or losses are recognised in profit or loss. Refer to Note 18 for details relating to loans and borrowings.

(ii) Financial assets and liabilities through profit or loss

The Group holds forward foreign exchange contracts within a business model where collecting 
contractual cash flows while holding the asset is incidental to achieving the business model’s objective 
of managing performance on a fair value basis as determined by prevailing and expected foreign 
currency exchange rates. The Group is primarily focused on fair value information to assess the assets’ 
performance and make decisions, resulting in derivative financial instruments being measured at fair 
value through profit or loss unless designated in hedging relationships.

(iii) Hedging activity

Financial instruments designated by the Group for the purpose of hedging the variability in cash flows 
associated with highly probable forecast transactions arising from changes in exchange rates, and for 
the management of foreign currency risk associated with its net investment in foreign operations 
qualify for hedge accounting. Instruments are initially recognised at fair value on the date a derivative 
contract is entered into and are subsequently remeasured to their fair value at the end of each 
reporting period. The full fair value of hedging derivatives is classified as an asset or liability.

At inception of the hedge relationship, the Group documents the economic relationship between 
hedging instruments and hedged items including whether changes in the cash flows of the hedging 
instruments are expected to offset changes in the cash flows of hedged items. The Group documents 
its risk management objective and strategy for undertaking its hedge transactions. 

Hedges of net investments in foreign operations and cash flow hedges are accounted for by 
recognising any gain or loss on the hedging instrument relating to the effective portion of the hedge 
in other comprehensive income and accumulated in reserves in equity. The gain or loss relating to the 
ineffective portion is recognised immediately in profit or loss within unrealised gains/(losses).

The Group designates only the change in fair value of the spot element of forward exchange contracts 
as the hedging instrument in cash-flow hedging relationships. The change in fair value of the forward 
element of forward exchange contracts (forward points) is separately accounted for as a cost of 
hedging and recognised in a costs of hedging reserve within equity. 

When the hedged forecast transaction subsequently results in the recognition of a non-financial item, 
the amount accumulated in the hedging reserve and the cost of hedging reserve is included directly in 
the initial cost of the non-financial item when it is recognised. 

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  95

Notes to the financial statementsfor the year ended 31 March 2023Gains and losses accumulated in equity are reclassified to profit or loss when the foreign operation is 
partially disposed of or sold.

The effects of applying hedge accounting on the Group’s financial position and performance are 
as follows:

Hedging instrument – forward foreign exchange contracts

Carrying amount – Assets

Carrying amount – Liabilities

Notional amount British Pounds

Notional amount US Dollars

Notional amount Canadian Dollars

Notional amount New Zealand Dollars

Notional amount Euros

Maturity date

Hedge ratio

Change in value of outstanding hedge instruments since 1 April

Change in value of hedged item used to determine hedge effectiveness

2023
$’000

152

(850)

4,928

12,123

3,717

2,149

1,186

2022
$’000

755

(165)

4,555

10,395

3,127

2,986

880

Apr 2022
– Mar 2023

Apr 2021
– Mar 2022

1:1

(2,282)

2,282

1:1

540

(540)

Weighted average hedge rate

– British Pounds

A$1 : GBP0.5638

A$1 : GBP0.5522

– US Dollars

A$1 : US$0.6679

A$1 : US$0.7423

– Canadian Dollars

A$1 : CA$0.9025

A$1 : CA$0.9359

– New Zealand Dollars

A$1 : NZ$1.0770

A$1 : NZ$1.0488

– Euros

A$1 : EUZ$.6494

A$1 : EUR0.6404

Cash flow Hedge

Carrying amount – Assets

Carrying amount – Liabilities

Notional amount Canadian Dollars

Maturity date

Hedge ratio

Change in value of outstanding hedge instruments since beginning of 
the period

Change in value of hedged item used to determine hedge effectiveness

2023
$’000

934

–

90,000

2022
$’000

308

(2,288)

90,000

May 2022

May 2022

1:1

2,914

(2,914)

1:1

(1,980)

1,980

96  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Notes to the financial statementsfor the year ended 31 March 2023Other Assets and Liabilities

Note 13. Property, Plant and Equipment

Property, plant and equipment is measured at cost less accumulated depreciation and impairment losses. 
Assets are depreciated on a straight-line basis over their estimated useful lives, as follows:

Asset class

Furniture and fittings

Leasehold improvements

Computer equipment

Year ended 31 March 2022

Cost

Less accumulated depreciation

Net carrying amount

Movement

Balance at 31 March 2021

Additions

Disposals

Depreciation 

Balance at 31 March 2022

Year ended 31 March 2023

Cost

Less accumulated depreciation

Net carrying amount

Movement

Balance at 31 March 2022

Additions

Disposals

Depreciation 

Balance at 31 March 2023

Useful life

5 to 10 years

Up to 5 years

3 years

Total
$’000

14,300

(13,064)

Furniture, fittings and 
leasehold improvements
$’000

 Computer 
equipment 
$’000

8,934

(8,393)

5,366

(4,671)

541

695

1,236

 537 

 380 

 –

 (376)

541

 517 

 580 

 – 

 (402)

 695

1,054 

 960 

 –

 (778)

 1,236 

9,779

(8,972)

6,790

(5,454)

16,569

(14,426)

807

1,336

2,143

541

845

 –

(579)

807

695

1,423

 – 

(782)

1,336

1,236

2,269

 –

(1,362)

2,143

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  97

Notes to the financial statementsfor the year ended 31 March 2023Note 14. Intangible Assets

Goodwill

Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration 
over the Group’s interest in the net fair value of the identifiable net assets, liabilities and contingent 
liabilities of the acquiree. Subsequent to initial measurement, goodwill is measured at cost less 
accumulated impairment losses. 

Client Relationships

Client relationships acquired in business combinations are recognised initially at fair value and are 
subsequently amortised on a straight-line basis according to the expected useful life of these 
relationships which is estimated to be 10 years.

Software and Website

Software and website intangibles are carried at cost at the date of acquisition less accumulated 
amortisation and impairment losses. Costs directly incurred in acquiring and developing certain 
software are capitalised where they meet the criteria for capitalisation and amortised on a straight-
line basis over the estimated useful life of three to five years. Costs incurred on research related costs 
or software maintenance are expensed as incurred. 

Goodwill
$’000

Client 
relationships
$’000

Software & 
Website
$’000

Total
$’000

48,376

(27,830)

(673)

48,376

(27,830)

(673)

19,873

19,873

16,327

10,512

(6,965)

16,327

10,512

(6,965)

19,873

19,873

Year ended 31 March 2022

Cost

Less accumulated amortisation

Less accumulated impairment

Net carrying amount

Movement

Balance at 31 March 2021

Additions

Amortisation

Balance at 31 March 2022

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

98  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Notes to the financial statementsfor the year ended 31 March 2023Goodwill
$’000

Client 
relationships
$’000

Software & 
Website
$’000

Total
$’000

Year ended 31 March 2023

Cost

Less accumulated amortisation

Less accumulated impairment

65,377

–

–

6,670

(592)

–

68,546

140,593

(36,209)

(36,801)

(673)

(673)

Net carrying amount

65,377

6,078

31,664

103,119

Movement

Balance at 31 March 2022

Acquisitions through business combinations

Additions

Amortisation

Effects of movements in exchange rates

–

64,844

–

–

533

–

6,637

–

(594)

35

19,873

1,567

18,603

(8,379)

–

19,873

73,048

18,603

(8,973)

568

Balance at 31 March 2023

65,377

6,078

31,664

103,119

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  99

Notes to the financial statementsfor the year ended 31 March 2023Impairment assessment of intangible assets

The Group assesses whether goodwill is impaired at least annually. For the purposes of impairment 
testing, goodwill is allocated to the Group’s cash-generating units (CGUs). The CGUs align with the 
Group’s operating segments as disclosed in Note 2. The goodwill and any other intangible assets with 
indefinite lives acquired in business combinations, for the purpose of impairment testing is allocated 
to CGUs that are expected to benefit from the synergies of the combination. 

An impairment loss is recognised in profit and loss if the carrying amount of an asset or its CGU 
exceeds its recoverable amount. Impairment losses recognised in respect of CGUs are allocated first 
to reduce the carrying value of any goodwill allocated to the units and then to reduce the carrying 
amount of the other assets in the unit on a pro-rate basis. 

The recoverable amounts of CGUs were determined through value in use calculations. The value in use 
calculations applied a post-tax discounted cash flow model, based on five-year cash flow forecasts and 
an appropriate terminal value. The forecast information is based on information available at 31 March 
2023. A terminal growth rate of 3% (2022: nil) and post-tax discount rate of 8.3% (2022: nil) was used in 
the value in use calculations. No impairment charge was recognised during the year as the recoverable 
amount of each CGU was determined to be in excess of the carrying amount.

The following CGUs represent the carrying amounts of goodwill.

North America

EMEA

Total Goodwill

Note 15.  Other Creditors and Accruals (Current Liabilities)

Accrued charges and sundry liabilities

Other liabilities

Total other liabilities

2023
$’000

61,957

3,420

65,377

2023
$’000

10,936

44

2022
$’000

–

–

–

2022
$’000

7,687

10

10,980

7,697

100  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Notes to the financial statementsfor the year ended 31 March 2023Note 16. Provisions

Employee provisions

The Group has a Short-Term Incentive Plan available to all employees including Executive Key 
Management Personnel (KMP). The Short-Term Incentive Plan is accrued as a liability and expensed 
over the annual service period until it is paid.

When the long service leave is not expected to be settled within 12 months of year end, the liabilities 
are measured as the present value of expected future payments using the projected unit credit 
method.

Leasehold makegood provision

The Group holds a provision for makegood costs anticipated to be incurred in respect of office leases 
in Australia, London, Canada and Hong Kong. The provision is being accrued on a straight-line basis 
over the lease terms.

Employee provisions

Annual leave
$’000s

Short-term 
incentives
$’000s

Long service 
leave
$’000s

Leasehold 
makegood
$’000s

Total
$’000s

Carrying amount at beginning
of the period

Provisions from acquisition 

Additional provisions made

1,518

2,585

3,935

6,082

2,235

9,480

Provision utilised during the period

(4,242)

(8,810)

809

–

236

(19)

509

8,918

–

–

14

4,820

13,651

(13,057)

Carrying amount at the end 
of the period

3,796

8,987

1,026

523

14,332

All employee provisions are current liabilities apart from $594,431 (2022: $431,525) of long service 
leave which is non-current. 

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  101

Notes to the financial statementsfor the year ended 31 March 2023Note 17. Leases 

Under AASB 16 Leases, leases are recognised as a right-of-use asset and a corresponding liability at 
the date at which the leased asset is available for use by the Group. Each lease payment is allocated 
between the liability and finance cost. The finance cost is charged to profit or loss over the lease 
period so as to produce a constant periodic rate of interest on the remaining balance of the liability 
for each period. The right-of-use asset is depreciated over the shorter of the asset’s useful life and the 
lease term on a straight-line basis.

The Group leases various offices. Rental contracts are typically made for fixed periods of three to ten 
years but may have extension options. Lease terms are negotiated on an individual basis and contain 
a wide range of different terms and conditions. The lease agreements do not impose any covenants, 
but leased assets may not be used as security for borrowing purposes.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease 
liabilities include the net present value of the following lease payments:

• Fixed payments (including in-substance fixed payments), less any lease incentives receivable; and

• Variable lease payments that are based on an index or a rate.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be 
determined, the lessee’s incremental borrowing rate is used, being the rate that the lessee would 
have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic 
environment with similar terms and conditions. To determine the incremental borrowing rate and in 
the absence of third party borrowings, the Group uses a build-up approach that starts with a risk-free 
interest rate adjusted for credit risk for leases held by the Group, and makes adjustments specific to 
the lease, e.g. term, country, currency and security. 

Extension options are included in a number of the Group’s property leases. The extensions are 
exercisable only by the Group and not by the respective lessor. In determining the lease term, 
which forms part of the initial measurement of the right-of-use asset and lease liability, management 
considers all facts and circumstances that create an economic incentive to exercise an extension option. 
Extension options are only included in the lease term if the lease is reasonably certain to be extended.

Right-of-use assets are measured at cost comprising the following: 

• the amount of the initial measurement of lease liability;

• any lease payments made at or before the commencement date less any lease incentives received;

• any initial direct costs; and

• restoration costs. 

Subsequent to initial measurement, the lease liability is reduced for payments made and increased for 
interest incurred. The liability is remeasured to reflect any reassessment or modification, or if there 
are changes to in-substance fixed payments. When the lease liability is remeasured, a corresponding 
adjustment is made to the value of the right-of-use asset. Right-of-use assets are generally depreciated 
over the shorter of the asset’s useful life and the lease term on a straight-line basis.

Payments associated with short-term leases and leases of low-value assets are recognised on a 
straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 
12 months or less. Low-value assets comprise IT equipment and small items of office furniture.

The Consolidated Statement of Financial Position shows the following amounts relating to leases:

102  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Notes to the financial statementsfor the year ended 31 March 2023Right of use assets

Opening balance at the beginning of the period

Depreciation charge for the year

Modification of right of use assets

Addition of right of use assets from acquisition

FX revaluation

Total lease assets

Lease liabilities

Current

Non-current

Total lease liabilities

2023
$’000

6,402

(2,880)

7,436

1,313

454

2022
$’000

13,899

(2,205)

(5,535)

–

243

12,725

6,402

1,793

12,166

13,959

3,417

4,931

8,348

The Consolidated Statement of Financial Performance shows the following amounts relating to leases:

Depreciation charge of right of use assets

Buildings

Total depreciation charge

Interest expense

2023
$’000

2,880

2022
$’000

2,205

2,880

2,205

501

717

The Consolidated Statement of Cash Flows shows the following amount relating to leases:

Total cash outflow for leases

(3,862)

(4,136)

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  103

Notes to the financial statementsfor the year ended 31 March 2023Note 18. Loans and Borrowings

Loans and borrowings (current)

Loans and borrowings (non-current)

Closing balance

As at
31 March 
2023
$’000

As at
31 March 
2022
$’000

148

65,035

65,183

–

–

–

On 2 May 2022 (1 May 2022 Edmonton time), the Group obtained a syndicated bank loan to the amount 
of $100 million (2021: nil), used to fund the acquisition of Firma Foreign Exchange Corporation Limited. 
The interest period has been elected at 3 months. The loan bears interest at 3.5% above the 3-month 
BBSY and is repayable in five years by May 2027. There are no penalties for early repayment, and the 
Group commenced principal repayment from 9 May 2022.

During the period ended 31 March 2023, $36.2 million has been paid of which $32.0 million is for early 
repayments of principal.

Interest expense of $4.2 million for the period ended 31 March 2023 has been recognised in the 
Consolidated Statement of Comprehensive Income. These balances are also reflected in the investing 
activities in the Consolidated Statement of Cash Flows.

The loan is secured by a combination of floating and fixed charges over property of the Group.

The Group is required to adhere to financial covenants as of compliance dates: 30 September and 
31 March each year. These are as follows:

1.  The Net Leverage Ratio is not greater than 3.00x

2. The Interest Cover Ratio is not less than 3.00x

3. The gearing ratio is not greater than

(i)  60% at each compliance date up to 31 March 2023;

(ii)  55% at each compliance date during the 24-month period up to 31 March 2025; and

(iii) 50% at each compliance date thereafter.

The Group has complied with these financial covenants as of compliance dates in the period.

104  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Notes to the financial statementsfor the year ended 31 March 2023Note 19. Acquisition of Subsidiary

On 1 May 2022, the Group largely completed its acquisition of 100% of the issued capital of the 
Canadian corporate foreign exchange business, Firma Foreign Exchange Corporation (‘Firma’).

On 2 September 2022, the acquisition was completed, with the United Kingdom based arm of the Firma 
business being acquired post approval from the Financial Conduct Authority.

Firma is a global payments and foreign exchange service provider based in Edmonton, Canada, with 
specialised FX products and services for Corporate clients.

The transaction expands OFX’s capability and presence as a global foreign exchange and payments provider.

Fair value of consideration transferred

Amount settled in cash

Total consideration transferred

Recognised amounts of identifiable net assets

Cash and cash equivalents

Derivative financial assets

Investments in controlled entities

Other receivables

Right of use assets

Property, plant and equipment

Intangible assets

Deferred income tax assets

Total assets

Current tax liabilities

Client liabilities

Other liabilities

Lease liabilities

Provisions

Deferred income tax liabilities

Total liabilities

Identifiable net assets

Goodwill on acquisition

Consideration transferred

Acquisition costs charged to expenses

Net cash paid relating to the acquisition

$’000

95,320

95,320

97,363

5,596

2,861

9,443

1,005

1,212

8,333

6,392

132,205

(9,145)

(77,422)

(7,787)

(1,315)

(4,849)

(1,744)

(102,262)

29,943

65,377

95,320

4,479

99,799

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  105

Notes to the financial statementsfor the year ended 31 March 2023Acquisition-related costs amounting to $4.5m have been excluded from the consideration transferred 
and have been recognised as an expense in profit or loss in the half-year, within the Consolidated 
Statement of Comprehensive Income.

The goodwill that arose on the combination can be attributed to the synergies expected to be derived 
from the combination and the value of expansion in North America.

Goodwill has been allocated to cash-generating units at 31 March and is attributable to the North 
America and EMEA segments; $62m and $3.4m respectively.

As of the date of signing these financial statements a total of $13.7m was held in escrow for the 
satisfaction of indemnities, representations and warranties and there is a current claim against an 
element of this balance.

These balances have been included within the consideration transferred. Any adjustments relating to 
cash held in escrow will be adjusted through fair value through profit and loss.

106  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Notes to the financial statementsfor the year ended 31 March 2023Capital Structure

Note 20. Capital Management

The Group’s capital management strategy is to maximise shareholder value by optimising the level and 
use of capital, defined as share capital plus reserves. The Group’s capital management objectives are to: 

• Support the Group’s business and operational requirements;

• Meet externally imposed capital requirements; and

• Safeguard the Group’s ability to continue as a going concern.

The Group has continued to meet its internal and externally imposed capital requirements this year 
and no breaches have occurred.

Note 21. Ordinary Share Capital

Ordinary shares are classified as equity and measured based on the proceeds from issuing the shares 
less the directly attributable incremental costs, net of tax.

There are 243,599,470 fully paid ordinary shares (2022: 242,625,332). Ordinary shares entitle the 
holder to vote and to receive dividends and the proceeds of the Company if it is liquidated in 
proportion to the number of shares held.

There are 4,135,718 (2022: 5,109,856) restricted ordinary shares of which 199,674 are unallocated and 
3,936,044 are issued to KMP and executives in connection with the Executive Share Plan. Refer to 
Note 25 for further information.

Share buyback

On 23 May 2023, the Company announced an on-market share buyback program to return funds to 
shareholders as part of the Company’s capital management program while also allowing for growth. 
The on-market share buyback program will be up to 10% of the Company’s fully paid ordinary shares 
and will commence in June 2023.

On 18 May 2021, the Company announced an on-market share buyback program instead of a dividend 
in the near term. The on-market share buyback program was to be up to 10% of the Company’s fully 
paid ordinary shares and commenced on 7 June 2021. A total of 1,912,000 ordinary shares were bought 
back and subsequently cancelled in the prior period. The total amount paid for the buyback was 
$2.65 million. On the announcement of the Firma acquisition on the 20th December 2021, the share 
buyback was suspended with excess cash focused on debt repayment.

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  107

Notes to the financial statementsfor the year ended 31 March 2023Note 22. Dividends

Dividends are recognised as a liability and a reduction to retained earnings when declared. There were 
no dividends paid in the period (2022: nil).

Franking credits available for subsequent financial years 
based on a tax rate of 30% (2022: 30%)

2023
$’000

1,299

2022
$’000

1,261

The above amounts represent the balance of the franking account as at the end of the financial period, 
adjusted for the franking credit impact that will arise from receipt of the current tax asset.

Note 23. Equity-accounted investees

Investment in joint venture1

Closing balance

 2023
$’000

5,173

2022
$’000

5,028

5,173

5,028

1.  The comparative information has been restated to reflect alignment of the recognition of the investment to the Group’s accounting policies.

Investment in joint venture

Acquired on 11 June 2021, TreasurUp B.V. (TreasurUp) is a joint venture in which the Group has joint 
control and a 44.98% ownership interest. TreasurUp is a treasury management software company, 
whose principle place of business is the Netherlands, which will allow the Group to provide automated 
hedging and risk management solutions for small and medium size corporates to manage their foreign 
exchange risk. TreasurUp is not publicly listed. TreasurUp is structured as a separate vehicle and the 
Group has a residual interest in the net assets of TreasurUp. Accordingly, the Group has classified its 
interest in TreasurUp as a joint venture.

In accordance with the agreement under which the Group’s investment in TreasurUp was established, 
the Group provided a loan to the company in an amount of €750,000, with an annual interest rate 
of 8%. The closing balance at 31 March 2023 of A$1.405 million (2022: A$1.183 million) is included in 
‘Other receivables’ on the Consolidated Statement of Financial Position and at Note 9. No expense has 
been recognised in the current year for bad or doubtful debts in respect of this balance owed.

Accounting policy

The Group’s interest in equity accounted investees includes a joint venture. A joint venture is an 
arrangement in which the Group has joint control over the key financial and operating policies and 
has rights to the net assets of the arrangement, rather than rights to its assets and obligations for 
its liabilities. Interests in the joint venture are accounted for using the equity method. 

108  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Notes to the financial statementsfor the year ended 31 March 2023Under the equity method, the investment is initially recognised at cost, which includes transactions 
costs. The investment is subsequently adjusted to recognise the Group’s share of the joint venture’s 
profit or loss and other comprehensive income until the date on which joint control ceases. 
The Group’s share of the joint venture’s profit or loss and other comprehensive income is included 
in the Group’s profit and loss. 

Unrealised gains arising from transactions with equity accounted investments are eliminated 
against the investment to the extent of the Group’s interest in the investment. Unrealised losses 
are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence 
of impairment.

At each reporting date, the Group determines whether there is objective evidence that an investment 
in joint venture is impaired. If there is such evidence, an impairment loss, measured by comparing 
the recoverable amount of the investment with its carrying value, is recognised in the profit or loss. 
No impairment expense has been recognised in this regard in the current period.

The following table summarises the financial information of TreasurUp as included in its own financial 
statements, adjusted for fair value adjustments at acquisition and differences in accounting policies. 
The table also reconciles the summarised financial information to the carrying amount of the Group’s 
interest in TreasurUp.

Non-current assets

Current assets (including cash and cash equivalents)

Non-current liabilities

Current liabilities

Net assets

Group’s share of net assets (44.98%)

Equity-accounted acquisition costs

Foreign exchange revaluation

Carrying amount of interest in joint venture1

Revenue

Interest expense

Income tax expense

Profit and total comprehensive income at 100% 

Profit and total comprehensive income at 44.98% 

Elimination of interest on related party loan

Group’s share of total comprehensive profit1

 2023
$’000

8,005

11,020

(2,626)

(4,937)

11,462

5,156

66

(49)

5,173

6,153

(244)

(299)

298

134

110

244

2022
$’000

7,401

8,636

(2,365)

(3,145)

10,527

4,735

66

227

5,028

2,425

(163)

–

440

198

77

121

1.  The comparative information has been restated to reflect alignment of the recognition of the investment to the Group’s accounting policies.

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  109

Notes to the financial statementsfor the year ended 31 March 2023Other Items

Note 24. Related Party Information

Subsidiaries

The following entities are wholly owned subsidiaries of the Group and all have a 31 March year end, 
except for Firma Foreign Exchange (UK) and (NZ) Limited which have a 30 September year end:

Country of incorporation

Functional currency

CAD

HKD

CNY

AUD

AUD

SGD

NZD

GBP

EUR

USD

JPY

CAD

GBP

NZD

Entity

CanadianForex Limited

OzForex (HK) Limited

OFX (Shanghai) Co. Ltd

OzForex Limited

OFX Financing Pty Limited

OFX Singapore Pte. Limited

NZForex Limited

UKForex Limited

OFX Payments Ireland Limited

USForex Incorporated

OFX Japan G.K.

Firma Foreign Exchange Corporation

Canada

Hong Kong

China

Australia

Australia

Singapore

New Zealand

United Kingdom

Ireland

United States

Japan

Canada

Firma Foreign Exchange Corporation (UK) Limited

United Kingdom

Firma Foreign Exchange Corporation (NZ) Limited

New Zealand

110  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Notes to the financial statementsfor the year ended 31 March 2023Note 25. Share-Based Payments

The Group has a number of employee share based payments issued under the Executive Share Plan 
(ESP) and the Global Equity Plan (GEP). The nature of the issuances under the Plans are listed below:

Issuance

Description

Long Term Incentives 
(LTI) – Executive Share 
Plan Options

Long Term Incentives (LTI) are issued under the Group’s Executive Share Plan 
(ESP). Executives are provided with an interest free, non-recourse loan from 
the Group for the sole purpose of acquiring shares in the Company. 
Executives may not deal with the shares while the loan remains outstanding 
and any dividends paid on the shares are applied (on an after-tax basis) 
towards repaying the loan. Executives are entitled to exercise the voting 
rights attached to the shares from the date of allocation. If the Executive 
leaves the Group within the vesting period the shares allocated are returned 
to the Group, subject to discretion retained by the Directors.

Long Term Incentives 
(LTI) – Global Equity 
Plan (GEP) Options

Long Term Incentives (LTI) are issued under the Global Equity Plan and 
comprise options to acquire ordinary shares. Following vesting of the options 
upon satisfaction of performance conditions, and before their expiry date, 
some or all the Options may be exercised at the agreed exercise price to 
acquire fully paid ordinary shares on a one-for-one basis. 

Long Term Incentives 
(LTI) – Global Equity 
Plan Performance 
Rights

Long Term Incentive (LTI) – Performance rights are issued under the Group’s 
Global Equity Plan (GEP). Performance rights are issued to Executives eligible 
to receive deferred LTI awards as reward for performance. Performance 
rights are granted at no cost and are settled in shares on a one-for-one basis.

Short Term Incentives 
(STI) – Performance 
rights

Short Term Incentive (STI) – Performance rights are issued under the Group’s 
Global Equity Plan (GEP). Performance rights are issued to employees eligible 
to receive deferred STI awards and also to eligible employees as reward for 
performance. Performance rights are granted at no cost and are settled in 
shares on a one-for-one basis.

Short Term Incentives 
(STI) – Retention 

Retention payments in the form of an equity grant were issued to Executives 
as a one-off incentive. This issuance represented a commitment made by 
the Board as a part of the unsolicited M&A proposal during FY20. This award 
vested 12 months from the date of the award, on 9 June 2021. There were 
no issuances under this award in FY23.

One-off Performance 
Rights

One-off Performance rights are issued under the Group’s Global Equity Plan 
(GEP) on a one-off, discretionary basis to employees and executives as a 
reward for performance. One-off performance rights are granted at no cost 
and are settled in shares on a one-for-one basis.

Employee Shares

Employee shares are issued under the Group’s Global Equity Plan. The Board 
has discretion to gift shares to Employees and/or to offer a matching plan. 
Shares, where issued, are held in a holding lock for the earlier of, three years 
or when the employee ceases employment.

For details on the vesting conditions of share issuances, refer to the Remuneration Report.

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  111

Notes to the financial statementsfor the year ended 31 March 2023The share-based payment expense within Employee Expenses in the Consolidated Statement of 
Comprehensive Income is as follows:

Long Term Incentives (LTI) – Executive Share Plan

Short Term Incentives (STI) – Performance Rights

Short Term Incentives (STI) – Retention

One-off Performance Rights

Employee Shares 

2023
$

2022
$

1,431,675

1,457,430

1,390,560

–

649,048

–

597,578

146,252

275,906

366,110

Total share-based payment expense

3,471,283

2,843,276

Accounting for share-based payments

The fair value determined at the grant date of the award is recognised as a share-based payment 
expense in the Consolidated Statement of Comprehensive Income with an offsetting increase in share 
based payments reserve within Equity over the relevant performance period. The expense recognised 
is reduced to take account of the expense attributable to participating employees who do not remain 
in the employment of the Group throughout the vesting period.

Shares issued under the LTI – ESP are accounted for as options and as such the amounts receivable 
from employees in relation to these loans are not recognised in the financial statements. Settlement 
of share loans upon vesting is recognised as contributed equity.

The LTI – Performance Rights, the LTI – ESP options and LTI GEP Options are measured at fair value at 
the date of grant using the Monte Carlo simulation model. The fair values include assumptions in 
the following areas: risk free rate, volatility, estimated service periods and expected achievement of 
hurdles. The expected life of the options is based on historical data and is not necessarily indicative 
of exercise patterns that may occur. The expected volatility reflects the assumption that the historical 
volatility is indicative of future trends, which may also not necessarily reflect the actual outcome.

Long Term Incentives (LTI) 

Executive Share Plan (ESP) and Options

The ESP was established to incentivise Executives to deliver on the business strategy and contribute to 
sustainable long-term returns. Detailed remuneration disclosures are provided in the Remuneration 
Report section of the Directors’ Report.

Under the ESP, eligible Executives are provided with an interest free, non-recourse loan from the 
Group for the sole purpose of acquiring shares in the company. Executives may not deal with the 
shares while the loan remains outstanding and any dividends paid on the shares are applied (on an 
after-tax basis) towards repaying the loan. Executives are entitled to exercise the voting rights attached 
to the shares from the date of allocation. If the Executive leaves the Group within the vesting period 
the shares allocated are returned to the Group, subject to discretion retained by the Directors.

There were no issuances under the LTI – ESP or LTI – GEP Options in the current period. 

112  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Notes to the financial statementsfor the year ended 31 March 2023LTI Performance Rights

During the current period, Executives were offered a single grant of performance rights. Detailed 
remuneration disclosures are provided in the Remuneration Report section of the Directors’ Report.

The fair value of the LTI – Performance Rights that were issued during the period is determined using 
the Monte Carlo simulation with the following assumptions. The exercise price was $0 for each of 
the awards.

Performance 
period (years) Grant date

Vesting date

3

3

15 June 2022

15 June 2025

12 August 2022

15 June 2025

Weighted average 
fair value at
grant date

Dividend 
yield

Risk free 
interest 
rate

Share 
price 
volatility

$1.47

$2.04

0%

0%

3.67%

3.07%

33%

33%

Short Term Incentives (STI) performance rights

The fair value of the STI Performance Rights that were issued during the period is determined using 
the Black-Scholes option pricing model with the following assumptions. The exercise price was $0 for 
each of the awards.

Deferral period 
(years)

1

2

1

Grant date

Vesting date

10 June 2022

10 June 2023

10 June 2022

10 June 2024

12 August 2022

10 June 2023

Fair value 
at grant date

Dividend 
yield

Risk free 
interest 
rate

Share 
price 
volatility

$2.41

$2.41

$2.68

0%

0%

0%

2.67%

2.67%

2.95%

43.07%

38.17%

44.20%

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  113

Notes to the financial statementsfor the year ended 31 March 2023One-off Performance Rights

The fair value of the one-off performance rights is determined using the Black-Scholes option pricing 
model with the following assumptions. The exercise price was $0 for each of the awards.

Deferral 
period 
(years)

0.6

1.0

2.0

1.9

0.5

1.5

0.4

Grant date

Vesting date

15 June 2022

31 January 2023

15 June 2022

15 June 2023

15 June 2022

15 June 2024

5 August 2022

15 June 2024

15 December 2022

15 June 2023

15 December 2022

15 June 2024

31 January 2023

30 June 2023

Fair value 
at grant date

Dividend 
yield

Risk free 
interest 
rate

Share 
price 
volatility

$2.13 

$2.13 

$2.13 

$2.77 

$2.49 

$2.49 

$2.39 

0.00%

0.00%

0.00%

0.00%

0.00%

0.00%

0.00%

3.37%

3.37%

3.37%

2.67%

3.11%

3.11%

2.99%

47.59%

38.33%

40.23%

38.95%

39.93%

39.79%

32.85%

Share based-payment awards

Balance at 
start of 
the year

Granted 
during 
the year

Vested 
during 
the year

Forfeited 
during 
the year

Balance at 
end of
the year

LTI – Executive Share Plan Options

4,457,862

LTI – Global Equity Plan Options

722,612

–

–

(1,907,677)

(36,642)

2,513,543

(722,612)

–

–

LTI – Global Equity Plan Performance 
rights

1,632,279

1,839,804

–

(258,143)

3,213,940

STI – Performance rights

546,335

688,321

(502,369)

(58,605)

673,682

One-off – Performance rights

401,851

730,199

(155,799)

(129,648)

846,603

114  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Notes to the financial statementsfor the year ended 31 March 2023Note 26. Key Management Personnel (KMP)

In accordance with the requirements of AASB 124 Related Party Disclosures, the KMP include Non-
Executive Directors and members of the Group Executive Team who have authority and responsibility 
for planning, directing and controlling the activities of the Group. A summary of KMP compensation is 
set out in the table below.

Key management personnel remuneration

Remuneration

Short-term employee benefits

Post-employment benefits

Long-term employee benefits

Share-based payments

2023
$

2022
$

3,010,778

2,859,764

144,257

58,713

131,998

22,395

1,432,905

1,025,978

Total remuneration paid to key management personnel

4,646,653

4,040,135

Detailed remuneration disclosures of individual KMP are provided in the Remuneration Report.

Shareholdings 

The total number of shares in the Company held during the year by the Directors and other KMP, 
including their personal related parties, are set out below.

Number of options and rights for fully paid ordinary shares

Number of fully paid ordinary shares

Number of restricted ordinary shares

Outstanding loans

2023
Number

1,859,666

2022
Number

236,271

1,803,380

1,268,933

2,777,998

2,801,709

The total loan amount outstanding from KMP in relation to the LTI – ESP is $3,206,259 
(2022: $3,715,313). Refer to Note 25 for details of the plan.

Other transactions with KMP

All transactions with KMP are made on normal commercial terms and conditions and in the ordinary 
course of business. There were no transactions during the financial year nor balances owing to or 
from KMP as at 31 March 2023.

In the normal course of business, the Group occasionally enters into transactions with various 
entities that have Directors in common with the Group. Transactions with these entities are made 
on commercial arm’s length terms and conditions. The relevant Directors do not participate in any 
decisions regarding these transactions.

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  115

Notes to the financial statementsfor the year ended 31 March 2023Note 27. Auditor Remuneration

Company’s auditor remuneration

KPMG

Audit and review of financial statements

Regulatory assurance services

Other advisory services

2023
$

2022
$

1,019,976

102,861

35,404

493,393

41,147

247,994

Total Company’s auditor remuneration

1,158,241

782,534

Auditor remuneration to other accounting firms

Audit and review of financial statements

Taxation services

132,702

135,967

77,909

106,770

Total auditor remuneration to other accounting firms 

268,669

184,679

116  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Notes to the financial statementsfor the year ended 31 March 2023Note 28. Parent Entity Financial Information

Dividends are recognised as income when the Company becomes entitled to the dividend.

The ultimate parent entity is OFX Group Limited.

Summary financial information

Statement of Financial Position 

Investment in subsidiaries

Total assets

Share-based payments reserve

Ordinary share capital

Total equity

Profit or loss for the year (intercompany dividends received) 

Total comprehensive income

2023
$’000

2022
$’000

36,750

31,411

36,750

31,411

5,150

31,600

2,835

28,576

36,750

31,411

–

–

–

–

Earnings per share attributable to ordinary shareholders:

Cents

Cents

Basic earnings per share

Diluted earnings per share

–

–

–

–

Note 29.  Events Occurring After Balance Sheet Date

OFX announced an investment to acquire Paytron Holdings Pty Ltd, a Sydney-based B2B payments 
company that has developed a platform that supports modern accounts receivable workflow, multi-
currency account and card capabilities. This is in line with OFX’s focus on expanding its services for 
B2B clients and accelerates its current investment program. OFX will acquire 100% of the company 
including its client base and all its intellectual property. The transaction is projected to close in 1H24 
and the consideration is comprised of up to 11.25 million deferred performance securities subject 
to development and financial vesting conditions.

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  117

Notes to the financial statementsfor the year ended 31 March 2023Directors’ Declaration

In the Directors’ opinion:

(a)  the financial statements and notes for the year ended 31 March 2023 are in accordance with the 

Corporations Act 2001 (Cth), including;

(i)  complying with Accounting Standards, the Corporations Regulations 2001 (Cth) and other 

mandatory professional reporting requirements; and

(ii)  giving a true and fair view of the consolidated entity’s financial position as at 31 March 2023 

and of its performance for the financial year ended on that date,

(b)  there are reasonable grounds to believe that OFX Group Limited will be able to pay its debts 

as and when they become due and payable, and

(c)  ‘About this Report’ on page 77 confirms that the financial statements also comply with 

International Financial Reporting Standards as issued by the International Accounting 
Standards Board.

The Directors have been given the declarations by the Chief Executive Officer and Chief Financial 
Officer required by section 295A of the Corporations Act 2001 (Cth).

This declaration is made in accordance with a resolution of the Directors. 

On behalf of the Board:

Patricia Cross 

Chair 

23 May 2023

Skander Malcolm

Chief Executive Officer and Managing Director

118  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

 
Independent Auditor’s Report

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  119

  KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation.    Independent Auditor’s Report  To the shareholders of OFX Group Limited Report on the audit of the Financial Report  Opinion We have audited the Financial Report of OFX Group Limited (the Company). In our opinion, the accompanying Financial Report of the Company is in accordance with the Corporations Act 2001, including:  • giving a true and fair view of the Group’s financial position as at 31 March 2023 and of its financial performance for the year ended on that date; and • complying with Australian Accounting Standards and the Corporations Regulations 2001. The Financial Report comprises:   • consolidated statement of financial position as at 31 March 2023; • consolidated statement of comprehensive income, consolidated statement of changes in equity, and consolidated statement of cash flows for the year then ended; • Notes including a summary of significant accounting policies; and • Directors’ Declaration. The Group consists of the Company and the entities it controlled at the year-end or from time to time during the financial year. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report.  We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with these requirements.     Independent Auditor’s Report

120  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

                               Key Audit Matters The Key Audit Matters we identified are: • Recognition of fee and trading income; • Taxation; • Acquisition accounting; and • Impairment of Goodwill  Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial Report of the current period.  These matters were addressed in the context of our audit of the Financial Report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Recognition of fee and trading income ($223.9m) Refer to Note 3 to the Financial Report The key audit matter How the matter was addressed in our audit Fee and trading income is considered a key audit matter due to: • Its significance to OFX Group’s results; and • The significant audit effort required considering the high volume of transactions, with unique margins on individual trades. We focused on fee and trading income generated from: • Margins on foreign currency trades; and • Movements in exchange rates realised on executing client trades Our procedures included: • Assessed the appropriateness of the accounting policy applied by the Group, against the requirements of the accounting standards. • Obtained an understanding of the process to complete a trade and record revenue. • Tested automated and manual controls over the reconciliations between the trade recording system and bank statements. • Tested the control over the reconciliation of monthly revenue to bank statements; • Tested automated controls over the feed of foreign exchange rates from external providers into the trade recording system. • Tested realised margin on trades by comparing the contracted rate in the trade recording system to independent externally published market rates and recalculating the resulting margin. • Validated realised margin on trades through reconciliation of margin to movements in bank statement balances • Compared samples of deal tickets and bank statements to validate the timing of their recording in the correct period. • Assessed the disclosures in the financial report using our understanding obtained from our testing and against the requirements of the accounting standard. Independent Auditor’s Report

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  121

                               Income tax expense ($6.1m), current tax asset ($1.1m), deferred tax asset ($7.1m), deferred tax liability ($3.1) Refer to Note 5 to the Financial Report The key audit matter How the matter was addressed in our audit Tax is considered a key audit matter due to the complexity of concessional tax arrangements available to the Group during the year, including: • A subsidiary of the Group, OzForex Limited, qualifies as an Offshore Banking Unit (OBU), which attracts a concessional tax rate of 10%. We focused on the application of OBU conditions to the Group’s transactions; and • Eligibility for Research and Development Tax Credits (R&D Credits) which further reduces the Group’s tax expense. The eligibility for these tax credits is determined by the Group based on relevant tax legislation. We involved our tax specialists to supplement our senior audit team members in assessing this key audit matter. Working with our tax specialists, we performed the following procedures: • Evaluated the Group’s policy in relation to the allocation of trades to the OBU. We assessed the OBU legal status against relevant Australian tax legislation and the wording of the policy as defined in the Group’s notes as assessable offshore banking income derived by the OBU against the criteria for OBU application of concessional arrangements in the tax legislation. • Obtained a sample of trades recorded in the OBU and checked their features from the trade recording system against the allocation methodology within Group policy. • Assessed the scope, competence and objectivity or the external expert engaged by the Group to assist in determining the eligibility for R&D tax credits claimed under the relevant tax legislation. • Assessed the appropriateness of the accounting treatment applied to R&D credits against the accounting standards. • Assessed the disclosures in the financial report using our understanding obtained from our testing and against the requirements of the accounting standard. Acquisition accounting  Refer to Note 19 to the financial report The key audit matter How the matter was addressed in our audit On 2 May 2022, the Group acquired 100% of Firma Foreign Exchange Corporation (“Firma”) for consideration of $95.3m, resulting in the recognition of customer contracts and other intangible assets, and goodwill.      Our procedures included:  • Evaluated the acquisition accounting by the Group against the requirements of the accounting standards.  • Read the underlying transaction agreements to understand the terms of the acquisition Independent Auditor’s Report

122  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

                               This transaction is considered to be a key audit matter due to the:   • Size of the acquisition having a significant impact on the Group’s financial statements;  • Group’s judgement and complexity relating to the determination of the fair values of assets and liabilities acquired in the transaction requiring significant audit effort. The Group engaged external valuation experts to assess the fair value of certain assets including customer contracts and other intangible assets; and  • Group’s valuation model used to determine the fair value of acquired intangibles assets is sensitive to changes in a number of key assumptions.  This drives additional audit effort specifically on the feasibility of these key assumptions and consistency of application to the Group’s strategy.  The key assumptions we focused on in the valuations of intangible assets included forecast earnings, discount rates, client attrition rate and useful lives. We involved our valuation specialists to supplement our senior audit team members in assessing this key audit matter.   and nature of the assets and liabilities acquired.  • Assessed the accuracy of the calculation and measurement of consideration paid to acquire Firma based on the underlying transaction agreements and the Group’s bank statements. • Working with our valuation specialists, we assessed the Group’s external expert reports and;  • Considered the objectivity, competence and scope of the Group’s external valuation experts;  • Evaluated the valuation methodology used to determine the fair value of assets and liabilities acquired, considering accounting standard requirements and observed industry practices;  • Assessed the key assumptions in the Group’s external valuation expert report prepared in relation to the identification and valuation of customer contracts and other intangible assets including checking forecast earnings assumptions for consistency with the Group’s valuation model used as part of the pre-acquisition due diligence process. • Independently developed a discount rate range considering comparable using publicly available market data for comparable entities, adjusted by risk factors specific to the Group and the industry it operates in. • Recalculated the goodwill balance recognised due to the transaction and compared it to the goodwill amount recorded by the Group. • Assessed the adequacy of disclosures in the financial report using our understanding obtained from our testing and against the requirements of the accounting standard.    Independent Auditor’s Report

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  123

                               Impairment of Goodwill ($65.4m) Refer to Note 14 to the financial report The key audit matter How the matter was addressed in our audit The impairment of goodwill was considered a key audit matter due to the: • size of the balance (9.9% of total assets).  • Group’s judgement and complexity relating to the determination of the value in use of the Cash Generating Unit against which goodwill is recognised. We focussed on the significant forward-looking assumptions the Group applied in their value in use model for Goodwill, including: • forecast operating cash flows, growth rates and terminal growth rates which are influenced by market conditions. The Group operates across different geographies with varying market pressures, which increases risk of inaccurate forecasts and estimation of items such as projected cash flow forecasts is inherently subjective and susceptible to differences in outcome; and • discount rate, which is complicated in nature and varies according to the conditions and environment of the specific Cash Generating Unit (CGU) is subject to from time to time. We involved valuation specialists to supplement our senior audit team members in assessing this key audit matter. Our procedures included: • We assessed the Group’s determination of CGU assets against the requirements of the accounting standards. • Working with our valuation specialists to: • Consider the appropriateness of the value in use method applied by the Group to perform the annual test of goodwill for impairment against the requirements of the accounting standards; • Assess the integrity of the value in use model used, including the accuracy of the underlying calculation formulas; • Assess the terminal value growth rate using our knowledge and experience of the Group and the industry it which it operates; and  • independently develop a discount rate range having regard to publicly available data for comparable entities, adjusted by risk factors specific to the Group. • Challenged the Group’s significant forecast cash flow and growth assumptions. We compared forecast growth rates and terminal growth rates to externally available information having regard to our knowledge of the Group, its past performance, business and customers, and our industry experience. • Considered the sensitivity of the model by varying key assumptions, such as forecast growth, terminal and discount rates within a reasonably possible range. • We assessed the disclosures in the financial report using our understanding of the issue obtained from our testing and against the requirements of the accounting standards.  Independent Auditor’s Report

124  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

                               Other Information Other Information is financial and non-financial information in OFX Group Limited’s annual reporting which is provided in addition to the Financial Report and the Auditor’s Report. The Directors are responsible for the Other Information. Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not express an audit opinion or any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion. In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In doing so, we consider whether the Other Information is materially inconsistent with the Financial Report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. We are required to report if we conclude that there is a material misstatement of this Other Information, and based on the work we have performed on the Other Information that we obtained prior to the date of this Auditor’s Report we have nothing to report.  Responsibilities of the Directors for the Financial Report The Directors are responsible for: • preparing the Financial Report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; • implementing necessary internal control to enable the preparation of a Financial Report that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and • assessing the Group and Company’s ability to continue as a going concern and whether the use of the going concern basis of accounting is appropriate. This includes disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they either intend to liquidate the Group and Company or to cease operations, or have no realistic alternative but to do so.  Auditor’s responsibilities for the audit of the Financial Report Our objective is: • to obtain reasonable assurance about whether the Financial Report as a whole is 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 Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. They 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 the Financial Report. A further description of our responsibilities for the audit of the Financial Report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our Auditor’s Report. Independent Auditor’s Report

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  125

Report on the Remuneration ReportOpinion In our opinion, the Remuneration Report of OFX Group Limited for the year ended 31 March 2023, complies with Section 300A of the Corporations Act 2001. Directors’ responsibilities The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with Section 300A of the Corporations Act 2001. Our responsibilities We have audited the Remuneration Report included in pages 50 to 71 of the Directors’ report for the year ended 31 March 2023.  Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. PAR_SIG_01 PAR_NAM_01 PAR_POS_01 PAR_DAT_01 PAR_CIT_01 KPMG Shaun Kendrigan Partner Sydney 23 May 2023 Shareholder information

The shareholder information set out below is current as at 13 April 2023.

Corporate Governance Statement

For FY23, the OFX governance practices complied with the ASX Corporate Governance Council’s 
Principles and Recommendations. Further details are set out in the FY23 Corporate Governance 
Statement, as approved by the Board, which is available on the Company’s website at: 
https://www.ofx.com/en-au/investors/corporate-governance/ 

This FY23 Corporate Governance Statement outlines the extent to which OFX has followed the ASX 
Corporate Governance Council’s Recommendations during FY23.

Substantial Shareholders

The number of securities held by substantial shareholders (holding not less than 5%) and their 
associates as shown in substantial shareholder notices received by the Company pursuant to 
section 671B of the Corporations Act 2001 (Cth) as at 13 April 2023 are shown below.

Name

Selector Funds Mgt (Sydney)

Pendal Group (Sydney)

Australian Ethical Investment (Sydney)

Renaissance Smaller Companies (Sydney)

Distribution of Security Holders

Number of shares

1 – 1,000

1,001 – 5,000

5,001 – 10,000

10,001 – 100,000

100,001 – 999,999,999

Total

Number
Held

% of Issued 
Capital

27,863,492

17,285,289

16,593,724

13,745,290

11.25

6.98

6.70

5.55

Total holders 
of ordinary 
shares

Number of 
ordinary 
shares

% of Issued 
Capital

1,180

1,160

437

498

51

603,782

3,322,348

3,486,038

13,364,397

222,822,905

3,326

243,599,470

0.25

1.36

1.43

5.49

91.47

100

There were 402 holders of less than a marketable parcel of ordinary shares, based on the Company’s 
closing market price of $1.48 on 13 April 2023.

126  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Shareholder information

Twenty Largest Security Holders of Ordinary Shares as at 13 April 2023

The table below includes ordinary shares issued under the Company’s Executive Share Plan

Rank Name

Units

% of Units

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

Selector Funds Mgt (Sydney)

Pendal Group (Sydney)

Australian Ethical Investment (Sydney)

Renaissance Smaller Companies (Sydney)

MicroEquities (Sydney)

Mr Matthew Gilmour (Sydney)

Eley Griffiths Group (Sydney)

Perennial Value Mgt (Sydney)

Vanguard Group (Philadelphia)

Mr Gary Lord (Sydney)

Paradice Investment Mgt (Sydney)

Dimensional Fund Advisors (Sydney)

Ellerston Capital (Sydney)

Realindex Investments (Sydney)

Acorn Capital (Melbourne)

Ausbil Investment Mgt (Sydney)

Martin Currie Australia (Melbourne)

IFM Investors (Sydney)

Vanguard Investments Australia (Melbourne)

Macquarie Asset Mgt (Sydney)

27,863,492

17,285,289

16,593,724

13,745,290

11,497,822

10,577,548

10,245,166

9,203,526

7,834,280

7,500,000

6,597,760

6,394,924

5,512,292

3,668,526

3,579,700

3,529,657

3,433,371

3,421,684

3,286,823

3,286,466

Totals: Top 20 holders of fully paid ordinary shares

175,057,340

Total remaining holders balance 

11.25

6.98

6.70

5.55

4.64

4.27

4.14

3.72

3.16

3.03

2.66

2.58

2.23

1.48

1.45

1.42

1.39

1.38

1.33

1.33

70.6

29.4

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  127

Shareholder information

Unquoted Equity Securities

Securities issued under the Company’s Short Term Incentive Plan and/or Executive Share Plan are subject 
to vesting conditions which, if met, entitle the holder to ordinary fully paid shares in the Company.

Fully paid ordinary shares (unquoted)1

Performance rights

Options

Number
held

4,135,718

5,034,724

176,586 

Number of 
holders

9

77

1

1.  This includes 3,936,044 shares in respect of restricted, allocated shares issued under the Executive Share Plan approved by Shareholders at the 
AGM in 2018 [note 8 holders] and 199,674 unallocated shares issued under the Executive Share Plan approved by Shareholders at the AGM in 
2018 [note 1 holder – OFX Group Limited]

Voting Rights

Ordinary fully paid shares

The voting rights are governed by clause 37 of the Company’s Constitution which provides that every 
member present personally or by proxy, attorney or representative at a general meeting of the 
Company shall, on a show of hands have one vote, and on a poll shall have one vote for every 
share held.

Performance rights

Performance right holders do not have any voting rights attached to the performance rights issued 
under the Company’s Global Equity Plan or legacy incentive plans. 

Service rights

There are no Service rights holders.

Share options

Option holders do not have any voting rights attaching to options.

Buy-back

On 23 May 2023, the Company announced an on-market share buyback program to return funds to 
shareholders as part of the Company’s capital management program while also allowing for growth. 
The on-market share buyback program will be up to 10% of the Company’s fully paid ordinary shares 
and will commence in June 2023. 

Review of operations and activities

A review of the Company’s operations and activities during the reporting period is available within the 
Directors’ Report.

128  Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273

Corporate information
Corporate information

Directors

Mrs Patricia Cross
(Appointed 20 July 2022 and Elected Chair 11 August 2022)

Ms Connie Carnabuci

Ms Cathy Kovacs

Mr John (‘Skander’) Malcolm
(Chief Executive Officer and Managing Director)

Mr Grant Murdoch

Mr Steven Sargent (Resigned 11 August 2022)

Mr Douglas Snedden

Company Secretary

Mr Brett Farrell (Appointed 9 December 2022)

Mr Adrian Wong (Appointed 23 January 2023)

Elisabeth Ellis (Resigned 9 December 2022)

Annual General Meeting

3 August 2023

Registered Office and 
Principal Place of Business 

Share Register

Auditor

Level 19
60 Margaret Street
Sydney NSW 2000 Australia

Ph: +61 2 8667 8000

Fax: +61 2 8667 8080

Email: investors@ofx.com

Link Market Services Limited
Level 12, 680 George Street
Sydney NSW 2000 Australia

Ph: 1300 554 474

Email: registrars@linkmarketservices.com.au

KPMG
Tower Three
International Towers Sydney
300 Barangaroo Avenue
Sydney NSW 2000 Australia

Stock Exchange Listing

OFX Group Limited shares are listed on the Australian Securities 
Exchange: OFX

Website

www.ofx.com

Annual Report 2023  |  OFX Group Limited  |  ABN 12 165 602 273  129

OFX Group Limited
ABN 12 165 602 273