COMPANY REGISTRATION NUMBER
11965856
2 May 2024
Argentex Group PLC
("Argentex" or the "Group")
Final
results for the year ended 31st December 2023
Strategic Review to reposition the business is now complete;
focused growth plan ready to be enacted
Argentex Group PLC (AIM:
AGFX), the provider of currency management
and payment solutions to international institutions and corporates,
today issues its final results for the year ended 31 December
2023.
Financial summary
· Group revenue of £49.9m (12 months to 31 December 2022:
£50.4m; 9 months to 31 December 2022: £41.0m), with growth in the
number of clients offset by a reduction in average spend
(1)
· Operating profit of £8.1m (12 months to 31 December 2022:
£11.3m; 9 months to 31 December 2022: £8.1m), with margin reduction
as a result of continued investment in the business
· Debt
free and cash generative with net cash increasing by £2.1m in FY23
to £18.3m (2)
· Earnings per share (EPS) of 4.6p (9 months to 31 December
2022: 6.2p)
· Total dividend of 0.75p per share (9 months to 31 December
2022: 2.25p per
share)
Operational summary
· Launch of strategic review in Q4 FY23 led by new management
team to deliver a focused growth plan centred on diversifying the
product portfolio, improving revenue visibility, identifying
further efficiencies and, in turn, delivering higher quality
earnings.
· Total number of clients increased by 11% to 1,938 (12 months
to 31 December 2022: 1,750)
· Average revenue per client fell by 10% in FY23 compared to
the previous 12 months due to less volatile market.
· International expansion continued in the Netherlands and
Australia, and a new office was opened in Dubai. Our Australian
entity received its Australian Financial Services Licence (AFSL) on
1 May 2024 and our Dubai entity is expected to be granted a licence
to operate later this year.
[1] In
2022, the Group transitioned from a 31 March year end to a 31
December year end, reporting results for the 9 months ended 31
December 2022. To assist investors, relevant additional pro
forma information is also provided for the 12 months to 31
December 2022.
2 Net
cash represents cash and cash equivalents less amounts payable to
clients
Update on Strategic
Review
We commenced our strategic review
in Q4 2023 to determine the best course of action to reposition the
business for profitable growth whilst continuing to utilise our
strong brand and reputation to strengthen our market
proposition.
With the review now complete, the
Board has approved a strategic plan to drive growth within our
existing FX market whilst expanding into adjacent complementary
markets, both domestically and internationally.
The plan will be delivered over the
next 5 years, and is centred around three key pillars:
1. Operational and Financial efficiencies, including enhanced
client retention:
· Implementation of near-term measures to better align costs
with revenues
· Focus on customer segmentation and aligning service levels by
customer tier
· Streamlining of our sales processes and align them to focus
on customer lifetime value
2. Product
diversification:
· Diversification of our product suite including continued
investment in Alternative Banking (virtual iBans) and other payment
services such as Mass Payments
· Development of a fully automated platform which can be scaled
globally
3. Geographic
expansion:
· Leverage of our existing locations to continue to grow our
international footprint within an efficient licence
regime
· Ongoing appraisal of new geographies that offer complementary
market dynamics to accelerate and enhance growth
New equity raise and investment
plans
We have today announced plans to
raise additional capital to accelerate our progression into
Alternative Banking solutions. Please see this separate
announcement which gives additional information.
Appointment of Jim Ormonde as
CEO
The Board is pleased to announce
that interim CEO Jim Ormonde has been appointed as permanent CEO of
the Company, effective from 1st May 2024. Mr.
Ormonde, who has been serving as Interim CEO since October 2023,
was made a member of the Company's Board of Directors at the time
of his appointment as Interim CEO and will remain on the Board
going forward.
Nigel Railton (Non-executive
Chairman) commented:
"Since his appointment in October,
Jim has led a comprehensive strategic review of the business. His
permanent appointment will ensure continuity for the business and
the investment case as we reposition ourselves and implement the
actions for change which he has identified. Given his deep
understanding of the business and expertise in the markets in which
we operate, the Board and I are confident that Jim is the best
person to develop and implement the new strategy to ensure
continued growth as we accelerate our transformation into a true
Cross Border Financial Solutions expert".
Outlook(3)
Following the completion of our
strategic review, we are excited by the multiple opportunities for
future growth which we have identified. The business operates
within a large addressable market and benefits from a strong brand
and reputation, as demonstrated by the fact that we have continued
to grow the number of active customers during the
period.
Near term outlook: FY24
The adverse market conditions
experienced during 2023 continued into the first quarter of
2024. More recently however, we have been
encouraged by our trading momentum. In the near
term, as we focus on repositioning and restructuring the business
for profitable growth, we expect FY24 revenues to be in the mid
£40s million, with an EBITDA margin in the low single
digits.
Medium term outlook: FY26
onwards
In the absence of any additional
capital and the acceleration of investment plans referred to above,
we believe revenue growth in FY26 and beyond is likely to remain in
the single digits, with EBITDA margins in the high single
digits.
On raising additional capital to
accelerate our progression into Alternative Banking, however, we
expect growth in the business to accelerate. With the additional
investments envisaged, we would anticipate revenue growth in FY26
in the 15% - 20% range, with EBITDA margins in the
mid-teens.
3 The forecasts are the Board's estimates only, using internal
assumptions which have not been independently verified or reported
on and actual results may differ. The forecasts are not a
representation of facts and should not be regarded as such by
prospective investors. Rather, the forecasts are statements about
the forward-looking expectations of the Board with respect to the
revenue, revenue growth and EBITDA margin of the Group.
Jim Ormonde, Chief Executive
Officer said:
"I am excited to
be joining the team as permanent CEO and to have the opportunity to
lead the company through the next stage of its
development.
"We have spent six
months undertaking a thorough review of the business, which
continues to benefit from a strong reputation and a successful
legacy in providing large corporates and institutions with
high-quality FX services.
"We now wish to leverage our
experience and key strengths to diversify into the broader,
adjacent payments and alternative banking markets more
progressively than previously envisaged. This will complement our
existing FX offering, enabling us to offer a wider range of
services to both new and existing customers. The business operates
in a large and fragmented market and there remain multiple
opportunities to expand internationally, both organically and
through acquisition, to further increase our addressable
market.
"We believe there is a significant
opportunity to transform the business into a true Cross Border
Financial Solutions Expert and to be part of the historic
coalescence between Payments, Alternative Banking and FX. This will
make our earnings more predictable, improve our margins, and make
us less susceptible to market dynamics compared to a traditional
agency business.
"We thank shareholders for their
ongoing support during a period of significant change within the
business and look forward to implementing a significantly more
dynamic growth agenda over the next three to five
years."
For further information, please
contact:
Argentex Group PLC
Jim Ormonde - Chief Executive
Officer
Guy Rudolph - Interim Chief
Financial Officer
investorrelations@argentex.com
Teneo (Financial PR)
James Macey-White / Victoria Boxall
/ Rashida Salemahomed
argentex@teneo.com,
020 7260 2700
Singer Capital Markets (Nominated Adviser and
Broker)
Tom Salvesen / James Maxwell /
Angus Campbell
020 7496 3000
This announcement contains inside information for the
purposes of the UK version of the Market Abuse Regulation ("MAR")
which forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018; as amended. Upon publication of this
announcement, the inside information is now considered to be in the
public domain for the purposes of MAR.
Chairman's Statement
A
year of change
During the period, we recognised
the need to transform our strategic
thinking, which in turn meant changing our senior management team
in order to take full advantage of what remains a significant
global opportunity. The new management team has undertaken a full
strategic review of the business, culminating in the development of
a multi-year operational plan focused on driving profitable growth
across the business and improved shareholder returns.
Trading conditions in 2023 were
benign in comparison with 2022 due to the steadier macro-economic
backdrop, resulting in reduced currency volatility and suppressed
activity, particularly in the institutional sector. In light of the
challenges faced by the business, we have embarked on a period of
meaningful change with the aim of diversifying the product
offering, improving customer economics, and driving operational and
financial efficiencies.
Service provision continues to be
dominated by banks in this segment and we are now seeing a much
wider opportunity as clients recognise the advantages of addressing
their FX, payments and alternative banking needs via an expert
Fintech business specialising in the provision of these
services.
The Board is therefore committed
to diversifying the business in order to better serve our
customers, build revenue visibility and, through scale and further
efficiencies, deliver higher margin growth and increased market
share. Going forward, our renewed ambition manifests in a need for
greater executive accountability and better
visibility of our route to creating shareholder value. Jim
and his team share my passion for having a clear
and coherent strategy including not just "who we want to be" but
also "how we are going to get there."
Dividend
During the year ended 31 December
2023, we declared and paid an interim dividend of 0.75p per share.
However, in light of the Company's financial performance and
trading conditions during the second half of FY23,
the Board have decided that no further dividends
will be declared for FY23. Full particulars of
the dividends are contained within the Financial Review on pages 7
to 9.
Governance
We are committed to keeping our
stakeholders informed and taking their views into consideration as
we drive the business forward. We also acknowledge our
responsibilities with regard to governance and sustainability and
recognise the ongoing need for high standards in these
matters.
In terms of Board changes during
the period, I took over from Digby (Lord Jones of Birmingham) as
Chairman in September after he announced his forthcoming
retirement. The Board and I would like to thank him for supporting
the business since it came to the market in 2019. We also welcome
Jim Ormonde and Tim Haldenby to the Board, and I look forward to
working with them as we implement our new strategy. The Board
continues to review the skills and experience required, to ensure
that we can support the management team and provide robust advice
and challenge for the future.
Conclusion
Notwithstanding the challenges
faced by the business throughout 2023, the Board remains encouraged
by the strong brand and reputation of the Group as the foundation
for delivery against its future growth strategy. The recently
completed strategic review undertaken by the new management team
has created a clear roadmap to scale the business, reduce earnings
volatility and expand our customer offering, whilst driving a more
efficient operating model. Delivery against this plan will ensure a
return to profitable growth and the restoration of shareholder
value. I am therefore confident that the changes which we began to
embrace in 2023 will allow Argentex to evolve at a much faster pace
over the longer term and ensure we are able to build a strong and
profitable future.
I should like to thank everyone at
Argentex for their hard work and contribution in what has been a
challenging year but one which allows us to face the future with
optimism.
Nigel Railton
Chairman
1 May 2024
CEO's Statement
Overview
After a robust performance in
2022, the Group made significant investments in people, technology
and overseas expansion for anticipated growth in 2023 and
beyond.
In 2022 FX markets were very
active due to the impact of the UK's "mini budget" and other
political/geopolitical factors, including the Conservative party
leadership campaign and the war in Ukraine. However, as the year
progressed it became apparent that 2023 would not see similar
levels of volatility and that the institutional market in
particular, which tends to track market trends closely, would
deliver suppressed levels of trading due to the market's general
"risk off" approach.
With lower levels of client
activity, it was evident that revenue growth expectations for the
year were unlikely to be met and that the planned increases in
costs previously flagged to investors would simultaneously
challenge overall profit levels.
Accordingly, in November 2023, we
announced that we expected to report revenue and operating profit
for the year ending 31 December 2023 at approximately the same
levels as for the twelve months ended 31 December 2022. In January
2024, we confirmed that we expected revenues for the twelve months
to 31 December 2023 to be approximately £49.8m and operating profit
to be not less than £8.0m.
Financial and Operational performance
The Group's investment in people,
technology and overseas expansion in 2023 meant that costs grew
faster than revenues.
Revenue for the year ended 31
December 2023 was £49.9m (compared to £50.4m in the twelve months
ended 31 December 2022 and £41.0m in the nine months ended 31
December 2022). Operating profit was £8.1m (compared to £11.3m in
the twelve months ended 31 December 2022 and £8.1m in the nine
months ended 31 December 2022).
It is disappointing that 2023
revenues were flat year-on-year and operating profit lower due to a
higher cost base following the investment made in the earlier part
of the year. We are committed to repositioning our business and
overall client focus, including some near-term measures to align
costs more appropriately with revenues.
People
Our people are the most important
strategic asset in our company. Having the right people in the
right roles is fundamental to our success and we made a significant
number of changes in 2023, particularly across the senior
management team. We need to ensure we have the correct balance of
people to support our clients' evolving needs as we move forward
but we are also looking to improve quality, knowledge and expertise
in every facet of the business.
We are proud that our first
employee engagement survey returned an overall score of 80% but
there is much we can do to improve and the new senior management
team hold regular "open door" sessions, townhalls and other staff
events to ensure a culture of success and involvement emanates
throughout the business.
Additionally, we continue to
directly support the Social Mobility Foundation and the Argentex
Academy, putting inclusivity at the heart of everything we do and
building strong relationships with superstars of the future no
matter what their backgrounds may be.
Climate change & sustainability
As a small but growing services
company with a team of less than 200 in four offices, we have a
very limited impact on the environment. Nonetheless, we strive to
minimise or mitigate any harm that we might do and also actively
seek to contribute positively.
Strategy 2024 & Outlook
We have concluded a thorough
review of the business with the aim of identifying future
opportunities for driving profitable growth across the business. A
key area of focus is expanding into the broader payments and
alternative banking markets; diversifying our product offering to
increase our exposure to more visible, stable revenue streams and
reduce our reliance on more volatile FX markets.
We have a strong brand and
reputation in what remains a large and fragmented addressable
market and we will continue to build on our key strengths and
expand internationally to strengthen our position as a leader in
the segment.
To enable the business to become a
global financial solution expert it is necessary to have a scalable
and efficient platform to facilitate accelerating growth, while
delivering market leading products. To ensure that we maximise
shareholder returns, and maximise investment value, we intend to
undergo a period of consolidation where we will look for
operational efficiencies while market conditions remain more muted.
This will ensure costs are aligned with carefully considered growth
expectations and an overall strategic focus underpinned by a
detailed operational plan designed to minimise execution risk and
fully embrace an exceptional market opportunity.
We are in the early stages of the
move to diversify the business, ensuring we have the product scope
and client portfolio to protect us against fluctuating market
dynamics with higher quality earnings and more predictable revenue
streams. We must be less transactional as a business and more
focused on expert account management and wider product provision.
We must put our clients' needs at the very heart of all trading
activities and we will seek to provide new customers with the
exceptional rather than merely the expected as regards service and
their client journey.
Our increased confidence in the
market fundamentals underpins our new ambitious strategy, with a
focus on three key areas in particular:
1. Operational and Financial efficiencies, including enhanced
client retention:
We have a series of initiatives
aimed at financial, operational and capital optimisation, seeking
shrewder control of costs and also a thorough review of our
licencing arrangements and their effect on our capital
requirements. We will continue to let our clients' needs inform our
strategic focus and seek to tailor our approach and solutions more
carefully to the type of clients we serve. By automating processes,
we also aim to offer our clients greater autonomy whilst freeing up
our resources to concentrate on customers who require higher levels
of support. We are also seeking to make our sales processes
more sophisticated and deliver a laser focus on customer lifetime
value with a view to keeping customers for longer via careful
account management focused explicitly on their needs as a business
rather than any preference to transact.
2. Product diversification:
We are doubling down on our
investment across a broader product set, especially around payments
and Alternative Banking, as we seek more predictable revenue
streams and diversify our market offering to bring higher quality
earnings and a greater share of our customers' preferred service
provision.
3. Geographic expansion:
And finally, we continue to pursue
our goal of geographic expansion, ensuring we leverage our existing
locations and licences to ensure our footprint grows in an
efficient manner alongside global banking partners who share our
vision to capture and keep a more significant share of the
Payments, Alternative Banking and FX market, particular on those
territories where business customers are underserved and where
technology presents new opportunities.
We believe there is an enormous
opportunity to go further than we had originally envisaged as a
Global Financial Solutions Expert and to be part of the historic
coalescence between Payments, Alternative Banking and FX. This will
make our earnings more predictable, improve our margins, and make
us less susceptible to market dynamics than a traditional agency
business.
Jim Ormonde
Chief Executive Officer
1 May 2024
Financial Review
Performance period at a glance
Continued investment to support
future growth, during challenging trading conditions.
Overview
As previously communicated, we
made the decision in 2022 to change our year end to 31 December, in
line with the Group's transition to a global financial solutions
provider. Our report throughout is reflective of the 12-month
accounting period to 31 December 2023, whilst the statutory
comparative is 9 months to 31 December 2022. Where appropriate, we
refer to performance for the 12 months to
31 December 2022, for information purposes only, to aid
comparability.
In the year to 31 December 2023,
Argentex continued to pursue its investment programme across the
three areas of people, technology and international expansion. The
business experienced challenging market conditions across its core
foreign exchange broking business in the UK as lower levels of
foreign exchange volatility, particularly in Sterling versus the US
Dollar, led to lower levels of demand. This re-emphasises the
importance of diversifying our business model to strengthen its
long-term resilience and highlights the Group's need to deliver for
all stakeholders against any economic backdrop. Given current
market conditions and trading performance the Board will not be declaring a final dividend for the year ended 31 December
2023. In September 2023, the Board declared an interim dividend of
0.75p per share for the year ended 31 December
2023.
Financial performance
Argentex generated revenues of
£49.9m in the year to 31 December 2023, broadly in line with the
comparable 12 month period in the prior year. Revenues generated in
the year were underpinned by an increase in the number of corporate
clients trading, in addition to incremental contributions from an
enhanced product mix, such as structured solutions and revenues
from our online platform.
1,938 clients traded with Argentex
in the year compared to 1,750 clients who traded for 12 months to
31 December 2022. Of the corporate clients trading, 649 were new in
the period (12m FY22*: 546). Prior to FY22, our revenue mix has
been a 50:50 split from spot and forward trades; however, since the
inception of our Structured Solutions division in FY22, 14% of
revenue was generated through this new division in the year to 31
December 2023. Not only has the product mix diversified, but we
have also seen an increase in clients using our new online
platform, with 496 clients who traded online with Argentex for the
year compared to 374 clients trading in 12m FY22*.
The Group continued its stated
strategic investment programme in FY23 resulting in an operating
profit of £8.1m or 16% margin (12 months to 31 December 2022:
£11.3m, 22% margin). The decline in operating margins compared to
12m FY22* reflects the combination of the investment programme
across all three dimensions of Argentex's growth strategy and more
challenging market conditions, particularly in the second half of
FY23, which resulted in lower-than-expected Group revenues for the
year. The Group's robust approach to risk remains unchanged and
this has been reflected in the extremely low number of instances of
client default.
*12m FY22 refers to the 12 months
ended 31 December 2022
People
In the year to 31 December 2023
the number of employees (including Directors and LLP members) grew
to 196 (December 2022:
137). Front office/back office split has shifted moderately versus
prior periods to 51%:49%. This reflects the investment in the
support functions as the business matures and continues its
balanced approach to risk. A total of 59 people were hired into new
roles created in the period, 42 in the UK and 17
overseas.
Technology
Total investment in technology in
the year was £1.8m (9 months to December 2022: £1.4m). This
investment spend is treated as a capital investment and amortised
over a three-year period in line with accounting policy.
Overseas expansion
International expansion continued
within the Netherlands and Australia. During the year a new entity
and office was set up in Dubai. It is expected that both Australia
and Dubai will receive licences to operate during 2024. Revenues
generated in the Netherlands for the year totalled £3.9m (9 months
to December 2022: £1.6m). The Netherlands will be the central hub
for our European operations and the licences granted in the
Netherlands will allow the Group to open branches in the EU
countries in the coming years.
Financial position
The Group views its ability to
generate cash from its trading portfolio as a key indicator of
performance within an agreed risk appetite framework. As at 31
December 2023, Argentex has net cash of £18.3m, an increase of
£2.1m on the prior period. Total cash and cash equivalents include
client balances pertaining to collection of any collateral and
variation margin in addition to routine operating cash balances.
Further, cash and cash equivalents does not include collateral
placed with financial counterparties. Collateral placed with
financial counterparties of £5.7m (December 2022: £10.0m) is
recorded in other assets in the Statement of Financial
Position.
|
31
December 2023
|
31
December 2022
|
Cash and collateral
|
£m
|
£m
|
Cash at bank
|
33.0
|
29.0
|
Less: amounts payable to
clients
|
(14.7)
|
(12.8)
|
Net cash
|
18.3
|
16.2
|
|
|
|
Collateral held at
institutional counterparties (other assets)
|
5.7
|
10.0
|
Before movements in client balances
held as shown in the consolidated financial statements note 19, the
Group generated £11.7m in cash. A £1.9m increase in client balances
held, when added to cash generated results in a net cash inflow
inclusive of client balance movements of £13.6m. Of the £11.7m in
cash generated, £1.8m was used to invest in technology and a
further £3.4m was returned to shareholders in the form of a
dividend (being £2.5m FY22 final dividend and £0.9m FY23 Interim
dividend).
Cash generation from the Group's
revenues is a function of:
i) the
composition of revenues (spot, forward, option and swap revenues),
and
ii) the
average duration of the FX forwards in the portfolio.
In the period, Argentex has
generated revenues in a ratio of approximately 45%:55% between spot
and forward contracts outside of options and swap revenues. While
spot FX contracts attract a smaller revenue spread, the inherent
risk profile is much reduced, and cash is generated almost
immediately. As such, having this proportion of revenues generated
by spot trades with a minimal working capital cycle creates a
strong positive immediate cash flow for the business.
Excluding swap revenue, 82% of
revenue converts to cash within 3 months, which is consistent with
prior years as follows:
Cash conversion
|
12
months to
|
9
months to
|
12
months to
|
12
months to
|
|
31
December 2023
|
31
December 2022
|
31
March 2022
|
31
March 2021
|
|
£m
|
£m
|
£m
|
£m
|
Revenues
|
49.9
|
41.0
|
34.5
|
28.1
|
Revenues (swap adjusted S/A)
(A)
|
43.6
|
37.7
|
31.5
|
27.2
|
Less
|
|
|
|
|
Revenues settling beyond 3 months
S/A
|
(7.7)
|
(7.1)
|
(4.6)
|
(3.1)
|
Net short term cash generation
(B)
|
35.9
|
30.6
|
26.9
|
24.1
|
|
|
|
|
|
Short term cash return
(B/A)
|
82%
|
81%
|
85%
|
88%
|
Derivative financial assets were
£48.7m with current element being £38.9m (80% of total derivative
financial assets). Derivative financial liabilities were £29.4m
with the current element being £23.6m (80% of total derivative
financial liabilities).
The Group diversifies liquidity
requirements across five liquidity providers, the largest providing
65% of liquidity required (62% at 31 December 2022).
Portfolio composition
Argentex's client base continues to
grow with an increase in corporate clients traded in the year to
1,938 (12m FY22*: 1,750), and 649 of these corporate clients traded
representing new business. Even when taking growth into account
however the composition of our client portfolio remains consistent
year-over-year in that it consists of similar businesses with
exposures in the major currencies of Sterling, Euro and US dollar.
In line with prior year, as at the year-end 76% of the Group's
portfolio was comprised of trades in those currencies and hence the
Group's exposure to exotic currencies or currencies with higher
volatility and less liquidity remains limited. Further, client concentration has been maintained with 36% of
revenue represented by the top twenty customers (12m FY22*:
36%).
Argentex has put in place a low-risk
approach to managing collateral requirements with institutional
counterparties to mitigate significant volatility risk which, when
coupled with a selective and robust client acceptance process, has
ensured that Argentex has continued to avoid any material issues
over settlement.
In addition, as a result of a
conservative approach to risk, Argentex continues to enjoy an
immaterial occurrence of bad debt.
Dividend
Given the financial results achieved
in FY23 and in light of current trading performance, the Board has
decided that Argentex will not declare a final dividend for the
year ended 31 December 2023.
Guy
Rudolph
Interim Chief Financial
Officer
1 May 2024
Consolidated Statement of Profit or Loss and
other comprehensive income for the year ended 31 December
2023
|
Notes
|
Year ended 31 December
2023
|
|
9 months ended 31 December
2022
|
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
5
|
49.9
|
|
41.0
|
|
|
|
|
|
|
|
Cost of sales
|
|
(1.7)
|
|
(1.8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
48.2
|
|
39.2
|
|
|
|
|
|
|
|
Other operating income
|
|
1.1
|
|
-
|
|
Administrative expenses
|
|
(40.7)
|
|
(30.2)
|
|
Non-adjusted
expenditure
|
8
|
-
|
|
(0.8)
|
|
Share-based payments
charge
|
23
|
(0.5)
|
|
(0.1)
|
|
|
|
|
|
|
|
Operating profit
|
|
8.1
|
|
8.1
|
|
|
|
|
|
|
|
Finance costs
|
11
|
(0.8)
|
|
(0.3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before taxation
|
|
7.3
|
|
7.8
|
|
|
|
|
|
|
|
Taxation
|
12
|
(2.2)
|
|
(0.8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period and total comprehensive
income
|
|
5.1
|
|
7.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
13
|
4.6p
|
|
6.2p
|
|
Diluted
|
13
|
4.6p
|
|
6.2p
|
|
|
|
|
|
|
|
Consolidated Statement of Financial Position
as at 31 December 2023
|
Notes
|
31
December
2023
|
|
31
December
2022
|
|
|
£m
|
|
£m
|
Non-current assets
|
|
|
|
|
Intangible assets
|
14
|
2.7
|
|
2.5
|
Property, plant and
equipment
|
15
|
15.1
|
|
7.9
|
Derivative financial
assets
|
24
|
9.8
|
|
8.8
|
Deferred tax asset
|
12
|
0.2
|
|
0.5
|
|
|
|
|
|
|
|
|
|
|
Total non-current
assets
|
|
27.8
|
|
19.7
|
|
|
|
|
|
Current assets
|
|
|
|
|
Trade and other
receivables
|
16
|
1.3
|
|
1.0
|
Cash and cash
equivalents
|
17
|
33.0
|
|
29.0
|
Other assets
|
18
|
10.5
|
|
10.0
|
Derivative financial
assets
|
24
|
38.9
|
|
57.7
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
83.7
|
|
97.7
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other
payables1
|
19
|
(29.3)
|
|
(25.1)
|
Lease
liabilities1
|
20
|
(0.9)
|
|
(0.8)
|
Derivative financial
liabilities
|
24
|
(23.6)
|
|
(42.0)
|
|
|
|
|
|
|
|
|
|
|
Total current
liabilities
|
|
(53.8)
|
|
(67.9)
|
|
|
|
|
|
Net current assets
|
|
29.9
|
|
29.8
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Trade and other
payables1
|
19
|
(0.3)
|
|
(0.2)
|
Lease
liabilities1
|
20
|
(10.6)
|
|
(5.3)
|
Derivative financial
liabilities
|
24
|
(5.8)
|
|
(5.2)
|
|
|
|
|
|
|
|
|
|
|
Total non-current
liabilities
|
|
(16.7)
|
|
(10.7)
|
|
|
|
|
|
|
|
|
|
|
Net assets
|
|
41.0
|
|
38.8
|
|
|
|
|
|
1 In the prior period, Lease liabilities were presented within
Trade and other payables in the Group Consolidated Statement of
Financial Position. Lease liabilities are now presented separately
on the face of the Consolidated Statement of Financial Position
with the comparative adjusted to reflect the change in
presentation. Further information on Lease liabilities is given in
note 20.
Consolidated Statement of Financial Position
(continued) as at 31 December 2023
|
Notes
|
31
December
2023
|
|
31
December
2022
|
|
|
£m
|
|
£m
|
Equity
|
|
|
|
|
Share capital
|
21
|
0.1
|
|
0.1
|
Share premium account
|
22
|
12.7
|
|
12.7
|
Share option reserve
|
23
|
1.0
|
|
0.5
|
Merger reserve
|
22
|
4.5
|
|
4.5
|
Retained earnings
|
22
|
22.7
|
|
21.0
|
|
|
|
|
|
|
|
|
|
|
Total Equity
|
|
41.0
|
|
38.8
|
The financial statements of
Argentex Group PLC were approved by the Board of Directors on 1 May
2024 and were signed on its behalf by:
Jim Ormonde
Chief Executive Officer
Consolidated Statement of Changes in Equity for
the year ended 31 December 2023
|
Share
capital
|
Share
premium
|
Share option
reserve
|
Merger
reserve
|
Retained
earnings
|
Total
equity
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
|
|
|
|
|
|
|
Balance at 1 April
2022
|
0.1
|
12.7
|
0.4
|
4.5
|
15.5
|
33.2
|
|
|
|
|
|
|
|
Comprehensive income for the
period
|
|
|
|
|
|
|
Profit for the period
|
-
|
-
|
-
|
-
|
7.0
|
7.0
|
Total comprehensive income for
the period
|
-
|
-
|
-
|
-
|
7.0
|
7.0
|
|
|
|
|
|
|
|
Transactions with
owners:
|
|
|
|
|
|
|
- Dividends paid
|
-
|
-
|
-
|
-
|
(1.5)
|
(1.5)
|
- Share-based payments
charge
|
-
|
-
|
0.1
|
-
|
-
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December
2022
|
0.1
|
12.7
|
0.5
|
4.5
|
21.0
|
38.8
|
|
|
|
|
|
|
|
Comprehensive income for the
year
|
|
|
|
|
|
|
Profit for the year
|
-
|
-
|
-
|
-
|
5.1
|
5.1
|
Total comprehensive income for
the year
|
-
|
-
|
-
|
-
|
5.1
|
5.1
|
|
|
|
|
|
|
|
Transactions with
owners:
|
|
|
|
|
|
|
- Dividends paid
|
-
|
-
|
-
|
-
|
(3.4)
|
(3.4)
|
- Share-based payments
charge
|
-
|
-
|
0.5
|
-
|
-
|
0.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December
2023
|
0.1
|
12.7
|
1.0
|
4.5
|
22.7
|
41.0
|
Consolidated Statement of Cash Flows for the
year ended 31 December 2023
|
Notes
|
Year ended 31 December
2023
|
|
9 months ended 31 December
2022
|
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
Profit before taxation
|
|
7.3
|
|
7.8
|
Taxation paid
|
|
(2.0)
|
|
(2.5)
|
Net finance expense
|
11
|
0.8
|
|
0.3
|
Depreciation of property, plant
and equipment
|
15
|
1.1
|
|
0.3
|
Depreciation of right of use
assets
|
20
|
1.2
|
|
0.6
|
Amortisation of intangible
assets
|
14
|
1.6
|
|
1.1
|
Share-based payment
expense
|
23
|
0.5
|
|
0.1
|
(Increase) in trade
receivables
|
16
|
(0.3)
|
|
(0.4)
|
Increase/(decrease) in trade and
other payables
|
19
|
4.3
|
|
(7.0)
|
Decrease/(increase) in derivative
financial assets
|
24
|
17.8
|
|
(25.4)
|
(Decrease)/increase in derivative
financial liabilities
|
24
|
(17.8)
|
|
23.3
|
Increase in other
assets
|
18
|
(0.5)
|
|
(2.8)
|
Net lease additions
|
|
(0.4)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net cash generated from/(used in) operating
activities
|
|
13.6
|
|
(4.6)
|
|
|
|
|
|
Investing activities
|
|
|
|
|
Purchase of intangible
assets
|
14
|
(1.8)
|
|
(1.4)
|
Purchases of plant and
equipment
|
15
|
(2.9)
|
|
(0.5)
|
|
|
|
|
|
Net cash used in investing activities
|
|
(4.7)
|
|
(1.9)
|
|
|
|
|
|
Financing activities
|
|
|
|
|
Payments made in relation to lease
liabilities
|
20
|
(1.5)
|
|
(0.9)
|
Dividends paid
|
10
|
(3.4)
|
|
(1.5)
|
|
|
|
|
|
Net cash used in financing activities
|
|
(4.9)
|
|
(2.4)
|
|
|
|
|
|
Net increase/(decrease) in cash and cash
equivalents
|
|
4.0
|
|
(8.9)
|
|
|
|
|
|
Cash and cash equivalents at the
beginning of the year
|
|
29.0
|
|
37.9
|
|
|
|
|
|
Cash and cash equivalents at the end of the
year
|
17
|
33.0
|
|
29.0
|
|
|
|
|
|
1 General
information
Argentex Group PLC ("the
Company") is a public limited company, limited by
shares, incorporated and domiciled in
England and Wales. The address of the registered office is 25
Argyll Street, London, W1F 7TU.
On 25 June 2019, the Company
listed its shares on AIM, the London Stock Exchange's market for
small and medium size growth companies ("the IPO").
The Company is the ultimate parent
company into which the results of all subsidiaries are
consolidated. The Consolidated Financial Statements for the year
ended 31 December 2023 and the nine month period ended 31 December
2022 comprise the financial statements of the Company and its
subsidiaries (together, "the Group"). The Group changed its year
end date from 31 March to 31 December in the prior period to align
with the calendar year in order to provide more meaningful
information to shareholders and prospective investors. Therefore,
the Group presented a shortened period of nine months in the prior
period and therefore amounts presented may not be entirely
comparable.
The Consolidated Financial
Statements are presented in pounds sterling (£), which is the
currency of the primary economic environment in which the Group
operates.
2 Significant accounting
policies
The principal accounting policies
are summarised below.
2.1
Basis of preparation
The Consolidated Financial
Statements have been prepared in accordance with international
accounting standards in conformity with the requirements of the
Companies Act 2006.
The principal accounting policies
adopted in the preparation of the Consolidated Financial Statements
are set out below. The policies have been consistently applied to
all of the periods presented, unless otherwise stated.
The Consolidated Financial
Statements have been prepared under the historical cost convention,
modified by the measurement at fair value of certain financial
assets and liabilities and derivative financial instruments as
stated in note 2.7.
2.2
Adoption of new and revised standards
There are no new standards,
interpretations and amendments which became mandatorily effective
for the current reporting period which have had any material effect
on the financial statements for the Group.
No upcoming changes under IFRS are
likely to have a material effect on the reported results or
financial position. Management continues to monitor upcoming
changes.
2.3
Going concern
The Directors have a reasonable
expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future and have assessed
the Group's prospects over a 12 month period from the approval date
of these Consolidated Financial Statements. The Group's principal
trading subsidiary, Argentex LLP, has been profitable since
inception in 2011, the Group has no external debt, and the LLP
continues to generate sufficient cash to support the activities of
the Group. Budgets and cash flow forecasts are prepared to cover a
variety of scenarios and are subsequently reviewed by the Directors
to ensure they support the Group's continuing ability to operate as
a going concern. Cash flow forecasts have also been assessed to
ensure that sufficient operational cash is retained in the business
over the forecast period. Specific consideration was given to the
Group's expected decline in revenue and profit margin projections
for FY24 and their impact on the Group's trading cash
position.
Sensitivity analysis has been
performed in respect of specific scenarios which could negatively
impact the future performance of the Group, including lower levels
of revenue, compression in profitability margins, extensions to the
Group's working capital cycle, and significant increases in
volatility requiring further collateral to be placed with the
Group's institutional counterparties.
In addition, the Directors have
also considered mitigating actions such as lower capital
expenditure and other short-term cash management activities within
their control (see note 24.2
for further disclosures relating to liquidity
risk).
The Board of Directors is
confident that in context of the Group's financial requirements
these measures give sufficient liquidity to the Group to ensure
that the Group can withstand significant shocks, whilst remaining
as a going concern for the next twelve months from the date of
approval of the Directors' report and financial
statements.
For these reasons, the Directors
adopt the going concern basis of accounting in preparing these
Consolidated Financial Statements.
2.4
Basis of consolidation
The Group Consolidated Financial
Statements incorporate the Financial Statements of the Company and
entities controlled by the Company (its subsidiaries) prepared to
31 December each year. Control is achieved where the Company is
exposed to, or has the rights to, variable returns from its
involvement with the entity and has the ability to affect those
returns through its power over the entity. In assessing control,
the Group takes into consideration the existence and effect of
potential voting rights that currently are exercisable or
convertible.
The Consolidated Financial
Statements comprise the Company and the results, cash flows and
changes in equity of the following subsidiary
undertakings:
Name of undertaking
|
Nature of business
|
Country of incorporation
|
Argentex LLP
|
Foreign exchange
broking
|
England
|
Argentex Capital
Limited
|
Holding company
|
England
|
Argentex Foreign Exchange
Limited
|
Holding company
|
England
|
Argentex B.V.
|
Foreign exchange
broking
|
Netherlands
|
Argentex PTY LTD
|
Pending regulatory
authorisation
|
Australia
|
Argentex Technologies
Limited
|
Dormant subsidiary
|
England
|
Argentex (DIFC) (Managing Office)
Ltd
|
Pending regulatory
authorisation
|
United Arab Emirates
|
All subsidiary undertakings are
100% owned either directly or indirectly by Argentex Group
PLC.
Where necessary, adjustments are
made to the financial statements of subsidiaries to bring the
accounting policies used into line with those used by the
Group.
All intra-group transactions and
balances and any unrealised gains and losses arising from
intra-group transactions are eliminated in preparing the
Consolidated Financial Statements.
The following UK subsidiary will
take advantage of the audit exemption set out within section 479A
of the Companies Act 2006 for the year ended 31 December
2023.
Name of undertaking
|
Company number
|
Argentex Foreign Exchange
Limited
|
07814670
|
Argentex Group PLC guarantees all
outstanding liabilities to which the subsidiary company listed
above is subject at the end of the financial year, until they are
satisfied in full. This is in accordance with Section 479C of the
Companies Act 2006.
2.5
Accounting for merger on formation of the Group
In June 2019, immediately prior to
the Company's admission to AIM, Argentex Group PLC acquired all
equity interests in Argentex LLP. This was effected through the
acquisition of equity interests by a newly formed subsidiary,
Argentex Capital Limited, and the acquisition of Pacific Foreign
Exchange Limited (now Argentex Foreign Exchange Limited). Argentex
LLP, Argentex Capital Limited and Argentex Foreign Exchange Limited
are 100% owned (either directly or indirectly) subsidiaries of
Argentex Group PLC and consolidated into these Financial
Statements.
In applying merger accounting when
preparing these Consolidated Financial Statements, to the extent
the carrying value of the assets and liabilities acquired under
merger accounting is different to the cost of investment, the
difference is recorded in equity within the merger
reserve.
2.6
Revenue recognition
Revenue represents the difference
between the cost and selling price of currency and is recognised
after receiving the client's authorisation to undertake a foreign
exchange transaction for immediate or forward delivery. Derivative
assets and liabilities are initially measured at fair value at the
date the derivative contract is entered into and are subsequently
remeasured to fair value at each financial period end date. The
resulting gain or loss is recognised within revenue
immediately.
The difference between the costs
and selling price of currency is recognised as revenue as this
reflects the consideration to which the Group expects to be
entitled in exchange for those services.
In relation to structured
solutions, the Group recognises the net option premium receivable
as revenue on the date that the structured solution is executed.
The execution date is when a binding contract is entered into with
the client or counterparty. The revenue is fixed and
determined representing the difference between the premiums paid.
Structured solutions relates to a range of foreign exchange option
structures.
2.7
Financial instruments
The Group operates as a riskless
principal deliverable foreign exchange broker therefore financial
instruments are significant to its financial position and
performance.
The Group's financial assets
include derivative assets (foreign exchange spot, foreign exchange
forward and foreign exchange structured solution option contracts
with customers and banking counterparties) as well as amortised
cost assets including cash and cash equivalents, other assets and
trade and other receivables. The Group's financial liabilities
include derivative liabilities (foreign exchange spot, foreign
exchange forward and foreign exchange structured solution option
contracts) and trade and other payables. The Group does not apply
hedge accounting.
The Group undertakes matched
principal broking involving immediate back-to-back derivative
transactions with counterparties. These transactions are classified
as derivative financial assets and liabilities. A derivative with a
positive fair value is recognised as a financial asset and a
derivative with a negative fair value is recognised as a financial
liability. Where there is a legally enforceable right to offset the
recognised amounts and an intention to settle on a net basis or to
realise the asset and the liability simultaneously, financial
assets and financial liabilities are offset, and the net amount
presented in the Consolidated Statement of Financial Position.
Management have presented the derivative assets and liabilities
with banking counterparties and with clients on a gross
basis.
2.7.1
Derivative financial assets
Derivative financial assets are
recognised when the Group becomes a party to the contractual
provisions of the instrument.
Derivative financial assets are
measured at fair value through profit or loss ("FVTPL") as they are
held for trading purposes.
Initial Recognition
Derivative assets are initially
measured at fair value at the date the derivative contract is
entered into. The resulting gain or loss is recognised within
profit or loss immediately. Transaction costs directly attributable
to the acquisition of such financial assets at fair value through
profit or loss are recognised immediately in profit or
loss.
Subsequent Measurement
Derivative assets are subsequently
remeasured to fair value at each financial period end date. Any
gains or losses derived from instances such as foreign exchange
rate changes, which impact derivative financial asset revaluation,
would be immediately recognised through profit or loss. Valuation
adjustments to reflect potential inherent market risks on the fair
value of derivative financial assets are calculated and recorded
where material. The credit valuation adjustment ("CVA") reflects
the market value of counterparty credit risk and takes into account
counterparty, applicable collateral agreements, predicted losses
and probabilities of default.
Derecognition
The Group derecognises derivative
financial assets when they reach maturity and the contractual
cashflows are exchanged between the client and the Group or the
Group and the institutional counterparty. At this point, the assets
have expired and the obligations of the Group, the client and the
institutional counterparty have been discharged.
2.7.2
Other financial instrument assets
Other financial assets are those
which are not derivatives in nature and have been classified using
the amortised cost method. These assets arise principally as Solely
Payments of Principal and Interest (SPPI) and are intended to be
held to maturity with all cashflows collected.
Initial Recognition
Purchases or sales of financial
assets are recognised and derecognised on a trade date basis when
the Group becomes party to the contractual provisions of the
instrument. They are initially recognised at fair value plus
transactions costs that are directly attributable to their
acquisition.
Subsequent Measurement
All recognised financial assets
are subsequently remeasured in their entirety at either amortised
cost or fair value, depending on the classification of the
financial assets.
The Group has applied the
simplified approach in IFRS 9 to measure applicable loss allowances
at lifetime expected credit loss ("ECL"). The Group determines the
expected credit losses on these items by using a provision matrix,
based on historical credit loss experience based on the past due
status of the debtors, adjusted as appropriate to reflect current
conditions and estimates of future economic conditions.
The Group writes off receivables
when there is information indicating that the debtor is in severe
financial difficulty and there is no realistic prospect of
recovery, e.g. when the debtor has been placed under liquidation or
has entered into bankruptcy proceedings, or when the receivables
are past due, whichever occurs earlier.
Derecognition
On derecognition of financial
assets measured at amortised cost, the difference between the
asset's carrying amount and the sum of the consideration received
and receivable is recognised in profit or loss.
2.7.3
Derivative financial liabilities
Derivative financial liabilities
are recognised when the Group becomes a party to the contractual
provisions of the instrument.
Derivative financial liabilities
are measured at FVTPL as they are held for trading
purposes.
Initial Recognition
Derivative financial liabilities
are initially measured at fair value at the date the derivative
contract is entered into. The resulting gain or loss is recognised
within profit or loss immediately. Transaction costs directly
attributable to the acquisition of financial liabilities at fair
value through profit or loss are recognised immediately in profit
or loss.
Subsequent Measurement
Derivative liabilities are
subsequently remeasured to fair value at each financial period end
date. Any gains or losses derived from instances such as foreign
exchange changes, which impact financial liability revaluation,
would be immediately recognised through profit or loss.
Derecognition
The Group derecognises derivative
financial liabilities when they reach maturity and the contractual
cashflows are exchanged between the client and the Group or the
Group and the institutional counterparty. At this point, the
liabilities have expired and the obligations of the Group, the
client and the institutional counterparty have been
discharged.
2.7.4
Other financial instrument liabilities
Other financial liabilities are
obligations to pay for goods or services that have been acquired in
the ordinary course of business, not including financial
liabilities that are derivatives in nature. Other financial
liabilities are classified using amortised cost. This is used as
the default classification method for financial instruments not
held as trade derivatives. The Group's other financial liabilities
include trade and other payables.
Initial Recognition
The Group holds amounts payable to
customers at amortised cost. These are short term balances that do
not attract interest. Initial recognition consists of fair value
minus transaction costs.
Subsequent Measurement
Subsequent measurement makes use
of the effective interest rate method, where applicable, with
interest related charges being recognised as finance costs in the
Consolidated Statement of Comprehensive Income.
Derecognition
The Group derecognises financial
liabilities when, and only when, the Group's obligations are
discharged, cancelled or they expire. The difference between the
carrying amount of the financial liability derecognised and the
consideration paid and payable, including any non-cash assets
transferred or liabilities assumed, is recognised in profit or
loss.
2.8
Cash and cash equivalents
For the purpose of presentation in
the Consolidated Statement of Cash Flows, cash and cash equivalents
includes cash on hand or deposits held at call with financial
institutions. Cash and cash equivalents includes client funds
disclosed in note 17.
2.9
Other assets
Other assets presented on the
Statement of Financial Position is made up of cash held as
collateral with banking counterparties and balances segregated to
provide for out the money (OTM) positions with Client Assets
Sourcebook (CASS) Clients.
2.10
Leases
In accordance with IFRS 16, at
inception of a contract the Group assesses whether a contract is or
contains a lease. A contract is, or contains, a lease if the
contract conveys the right to control the use of an identified
asset for a period of time in exchange for consideration. To
assess whether a contract conveys the right to control the use of
the identified asset the Group considers whether:
1. The Group has the
right to operate the asset.
2. The Group designed
the asset in a way that predetermines how and for what purpose it
will be used.
Lease liabilities are measured at
the present value of the contractual payments due to the lessor
over the lease term, with the discount rate determined by reference
to the rate inherent in the lease unless this is not readily
determinable, in which case the Group's incremental borrowing rate
on commencement of the lease is used. Lease liabilities are
remeasured when there is a change in future lease payments arising
from a change in rate, if there is a change in the Group's estimate
of the amount expected to be payable under a residual value
guarantee or if the Group changes its assessment of whether it will
exercise a purchase, extension or termination option.
When the lease liability is
remeasured in this way, either a corresponding adjustment is made
to the carrying amount of the right of use asset and the revised
carrying amount is depreciated over the remaining (revised) lease
term, or it is recorded in the Consolidated Statement of
Comprehensive Income if the carrying amount of the right to use
assets has been reduced to zero.
Right of use assets are initially
measured at the amount of the lease liability and included within
Property, plant and equipment on the Consolidated Statement of
Financial Position.
Subsequent to initial measurement,
lease liabilities increase as a result of interest charged at a
constant rate on the balance outstanding and are reduced for lease
payments made. Right of use assets are depreciated on a
straight-line basis over the remaining term of the lease or over
the remaining economic life of the asset if judged to be shorter
than the lease term.
Dilapidation provisions in
relation to Group's leases are disclosed in Trade and other
payables. The provisions relate to alterations made to the
properties leased by the Group. The provisions are expected to
unwind at the end of the leases.
2.11
Intangible assets and amortisation
Identifiable intangible assets are
recognised when the Group controls the asset, it is probable that
future economic benefits attributed to the asset will flow to the
Group and the cost of the asset can be reliably
measured.
Software development costs
comprise the Group's bespoke dealing system. Costs that are
directly associated with the production of the identifiable and
unique dealing system controlled by the Group, and are probable of
producing future economic benefits, are recognised as intangible
assets. Direct costs of software development include employee costs
and directly attributable overheads.
Costs are capitalised to the
extent that they represent an improvement, enhancement or update to
the intangible asset. Maintenance costs are expensed through the
Consolidated Statement of Comprehensive Income.
Amortisation is charged to the
Consolidated Statement of Comprehensive Income over the estimated
useful life of three years of the dealing system from the date
developments are available for use, on a straight-line
basis.
The amortisation basis adopted
reflects the Group's consumption of the economic benefit from that
asset.
The intangible asset is tested
annually for impairment or more frequently if events or changes in
circumstances indicate that the asset might be impaired.
2.12
Property, plant and equipment
Property, plant and equipment are
stated at cost less accumulated depreciation and any
recognised impairment
loss.
Depreciation is charged so as to
write off the cost of assets to their residual values, over their
estimated useful lives, using the straight-line method, on the
following bases:
Office
equipment
- Three
to five years
Computer
equipment
- Three
years
Leasehold improvements -
Over the
period of the lease
Right of use
assets
- Over
the period of the lease
The assets' residual values and
useful lives are reviewed, and adjusted if appropriate, at the end
of each reporting period.
2.13
Foreign currencies
Monetary assets and liabilities in
foreign currencies are translated into sterling at the rates of
exchange ruling at the Consolidated Statement of Financial Position
date. Transactions in foreign currencies are translated into
sterling at the rate of exchange ruling at the date of the
transaction. Exchange differences are taken into account in
arriving at the operating profit.
2.14
Cost of sales
Cost of sales includes bank
charges paid to banking counterparties, third party platform fees
and costs related to option products taken to limit Group
exposure.
2.15
Adjusted operating profit
The Group presents adjusted
operating profit as an Alternative Performance Measure in the notes
to the Group Consolidated Financial Statements to provide further
detail on prior period cost analysis and EPS. Adjusted operating
profit excludes those items of income and expense which, because of
the nature and expected infrequency of the events giving rise to
them, merit separate presentation to allow shareholders to align
with management's evaluation of financial performance in the
period. Non-adjusted expenditure will typically relate to one off
costs and structural set up costs.
2.16
Employee benefits
(i)
Short-term benefits
Short-term employee benefits
including holiday pay and annual bonuses are accrued as services
are rendered.
(ii) Defined
contribution pension plans
The Group operates a defined
contribution pension plan for its employees. A defined contribution
plan is a pension plan under which the Group pays fixed
contributions into a separate entity. Once the contributions have
been paid the Group has no further payment obligations. The
contributions are recognised as an expense when they are due.
Amounts not paid are shown in accruals in the Consolidated
Statement of Financial Position. The assets of the plan are held
separately from the Group in independently administered
funds.
2.17
LLP Members' remuneration
LLP Members' remuneration is
determined by reference to the nature of the participation of
rights of Members of Argentex LLP, the Group's main trading
subsidiary. It includes both remuneration where there is a contract
of employment and any profits that are automatically divided
between members by virtue of the members' agreement, to the extent
that the Group does not have an unconditional right to avoid
payment. To the extent that these profits remain unpaid at the
period end, they are shown as liabilities in the Consolidated
Statement of Financial Position.
2.18
LLP Members' interests
LLP equity capital is only repaid
to outgoing members in accordance with the provision in the
Members' Deed where the Group has both sufficient capital for FCA
regulatory requirements, and the capital is replaced by new capital
contributions from existing or new members. As such it is accounted
for as equity.
Other amounts due to Members
classified as a liability relate to undistributed profits and
Members' taxation reserves.
2.19
Share-based payments
The cost of share-based employee
compensation arrangements, whereby employees receive remuneration
in the form of share options, is recognised as an employee benefit
expense in the Consolidated Statement of Comprehensive Income.
Where the entity settling the share options differs from the entity
receiving the benefit of the share options (in the form of employee
services), the entity's separate financial statements reflect the
substance of the arrangement.
The total expense to be
apportioned over the vesting period of the benefit is determined by
reference to the fair value (excluding the effect of
non-market-based vesting conditions) at the date of
grant.
At the end of each reporting
period the assumptions underlying the number of awards expected to
vest are adjusted for the effects of non-market-based vesting
conditions to reflect the conditions prevailing at that date.
The impact of any revisions to the original estimates is recognised
in the Consolidated Statement of Comprehensive Income, with a
corresponding adjustment to equity. Fair value of the Company
Share Option Plan (CSOP) scheme is measured using a Black-Scholes
option pricing model. Fair value of the Value Creation Plan is
measured using a Monte Carlo Simulation.
When share options are exercised,
the Group issues new shares. The proceeds received net of any
directly attributable transaction costs are credited to share
capital (nominal value) and share premium.
2.20
Taxation
The tax expense represents the sum
of the tax currently payable and any deferred tax.
Tax currently payable is based on
taxable profit for the period. Taxable profit may differ from
operating profit as reported in the Consolidated Statement of
Comprehensive Income as it may exclude items of income or expense
that are taxable or deductible in other years and it further
excludes items that are never taxable or deductible. The Group's
liability for current tax is calculated using tax rates that have
been enacted or substantively enacted at the date of the
Consolidated Statement of Financial Position.
To the extent it is material,
deferred tax is calculated on temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts
in the financial statements. Deferred tax assets are recognised to
the extent that it is probable future taxable profits will be
available against which the temporary differences can be
utilised.
2.21
Other operating income
Other operating income relates to
net interest generated from the Group's house cash balance and
client cash balances recognised as cash and cash equivalents on the
Consolidated Statement of Financial Position along with interest
generated on the Group's other asset balances.
3
Critical accounting judgements and key sources of estimation
uncertainty
In applying the Group's accounting
policies, the Directors are required to make judgements (other than
those involving estimations) that have a significant impact on the
amounts recognised and to make estimates and assumptions about the
carrying amounts of assets and liabilities that are not readily
apparent from other sources. The estimates and associated
assumptions are based on historical experience and other factors
that are considered to be relevant. Actual results may differ from
these estimates.
The estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in
the period of the revision and future periods if the revision
affects both current and future periods.
3.1
Accounting judgements
The following are the critical
judgements, apart from those involving estimations (which are
presented separately below), that the Directors have made in the
process of applying the Group's accounting policies and that have
the most significant effect on the amounts recognised in financial
statements.
(i) Capitalisation of costs to intangible
assets
The extent to which costs should
be capitalised to intangible assets is a key judgement. The Group
capitalises costs as intangible assets if they have a value that
will benefit the performance of the Group over future
periods.
(ii) Credit Valuation
Adjustment
The CVA is a calculation based on
the credit risk of counterparties inherent in the valuation of
derivative financial instruments. The failure of a client to settle
a contracted trade carries the risk of loss equal to the prevailing
fair value of the trade. Within the CVA calculation to quantify
credit risk, judgement is required in determining the credit
quality of the client based on current market and other information
and key estimates include loss on default of a client and the
probability of default. A 10 percent increase across all
Probability of Defaults (PDs) would result in decreased operating
profit of £0.2m (2022: £0.1m).
(iii) Share-based payments
In determining the fair value of
equity-settled awards and the related charge to the Consolidated
Statement of Comprehensive Income, the Group makes use of option
valuation models which require key judgements to be made in
assessing the inputs. Key judgements include the number of shares
on vesting, the risk-free interest rate, dividend yield and share
price volatility.
3.2
Key sources of estimation uncertainty
The key assumptions concerning the
future, and other key sources of estimation uncertainty at the
reporting period that may have a significant risk of causing a
material adjustment to the carrying amounts of assets and
liabilities within the next financial year, are discussed
below.
Useful economic life of intangible assets (see note
14)
Technology within the financial
services sector is in a perpetual state of development and
evolution, providing uncertainty over the useful economic life of
the Group's bespoke dealing system. Extending the estimated useful
life of the intangible costs from 3 years to 4 years would result
in increased operating profit of £0.4m (2022: £0.7m), decreasing
the estimated useful life from 3 years to 2 years would result in
decreased operating profit of £0.8m (2022: £1.3m).
4 Segment
reporting
For the year to December 2023, the
Group consisted of a single operating segment (being Argentex LLP's
foreign currency dealing business) that operated in a market not
bound by geographical constraints as the overseas subsidiaries are
yet to obtain full licences in their jurisdictions and continued to
trade on behalf of Argentex LLP.
There is no reliance on an
individual customer and no customer contributed to more than 10
percent of revenues in the year ended 31 December 2023 or period
ended 31 December 2022.
5 Revenue
|
Year ended 31 December
2023
|
|
9 months ended 31 December
2022
|
An analysis of the Group's revenue
is as follows:
|
£m
|
|
£m
|
|
|
|
|
Spot foreign exchange
contracts
|
13.4
|
|
9.3
|
Forward foreign exchange
contracts
|
29.5
|
|
27.9
|
Structured solutions
|
7.0
|
|
3.8
|
|
|
|
|
|
|
|
|
|
49.9
|
|
41.0
|
|
|
|
|
|
|
|
|
6 Operating
profit
|
Year ended 31 December
2023
|
|
9 months ended 31 December
2022
|
Operating profit for the period is
stated after charging:
|
£m
|
|
£m
|
|
|
|
|
Depreciation of plant and
equipment
|
1.1
|
|
0.3
|
Depreciation of right of use
assets
|
1.2
|
|
0.6
|
Amortisation of
intangibles
|
1.6
|
|
1.1
|
Staff costs (see note
9)
|
27.7
|
|
20.2
|
Net foreign exchange
(gains)
|
(0.4)
|
|
-
|
|
|
|
|
7 Auditor's
remuneration
|
Year ended 31 December
2023
|
|
9 months ended 31 December
2022
|
Fees payable to the Group's
auditor and its associates for
services to the Group:
|
£m
|
|
£m
|
|
|
|
|
The audit of financial statements
of the Group and subsidiaries
|
0.4
|
|
0.3
|
Other assurance and advisory
services
|
0.1
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.5
|
|
0.3
|
|
|
|
|
8 Non-adjusted
expenditure
The Directors classify certain
costs as non-adjusted in accordance with the accounting policy set
out in note 2.15. In the year to December 2023 there was no
classified (£nil) non-adjusted costs.
In the nine month period to December 2022 the non-adjusted costs
amount to £0.8m and related to the creation of and regulatory
applications for overseas operations and fees incurred in the
period in relation to the Group's executive leadership
change.
9 Staff costs
The average number of employees
employed by the Group, including executive and non-executive
directors, was:
|
|
Year ended 31 December
2023
|
|
9 months ended 31 December
2022
|
|
No.
|
|
No.
|
Directors
|
6
|
|
7
|
LLP members (excl. executive
directors)
|
4
|
|
5
|
Sales and dealing
|
85
|
|
66
|
Operations
|
74
|
|
47
|
|
|
|
|
|
|
|
|
|
169
|
|
125
|
|
|
|
|
|
|
|
|
|
|
|
|
Employees, members and directors
as at 31 December 2023 and 2022
|
196
|
|
137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 31 December
2023
|
|
9 months ended 31 December
2022
|
|
£m
|
|
£m
|
Staff costs for the above persons
were:
|
|
|
|
Wages and salaries
|
20.3
|
|
12.7
|
Social security costs
|
2.3
|
|
1.4
|
Pension costs
|
0.5
|
|
0.1
|
Share-based payments
|
0.5
|
|
0.1
|
LLP members'
remuneration*
|
2.6
|
|
4.2
|
Directors' remuneration
|
1.5
|
|
1.7
|
|
|
|
|
|
|
|
|
|
27.7
|
|
20.2
|
|
|
|
|
Directors' remuneration
|
|
|
|
|
Year ended 31 December
2023
|
|
9 months ended 31 December
2022
|
|
£m
|
|
£m
|
Directors' remuneration
comprised:
|
|
|
|
|
|
|
|
Salaries and LLP members'
remuneration
|
1.5
|
|
1.7
|
|
|
|
|
|
|
|
|
|
*Excludes Directors of Argentex
Group PLC who are/were also members of Argentex LLP.
Prior to IPO, profits from
Argentex LLP were distributed according to individual equity
holdings in the LLP. Following Admission, the self-employed LLP
members are remunerated under the Amended and Restated LLP
Agreement by a combination of (i) fixed annual remuneration (ii)
participation in revenue commission schemes (iii) annual bonuses
and (iv) other variable compensation based on the LLP's
performance.
|
|
Key management are those persons
having authority and responsibility for planning, controlling, and
directing the activities of the Group, or in relation to the
Company. In the opinion of the Board, the Group and Company's key
management are the Directors of Argentex Group PLC. Information
regarding their compensation is provided in the Remuneration
Committee Report.
|
10 Dividends
|
|
Year ended 31 December
2023
|
|
9
months ended 31 December
2022
|
|
|
£m
|
|
£m
|
Amounts recognised as distributions to equity
holders:
|
|
|
|
|
Final dividend for the 9 month
period ended 31 December 2022 of 2.25p per share (December 2022:
dividend for the year ended 31 March 2022 of 1.25p per
share)
|
|
2.5
|
|
1.5
|
|
|
|
|
|
Interim dividend for the year to 31
December 2023 of 0.75p per share (2022: nil)
|
|
0.9
|
|
-
|
|
|
|
|
|
|
|
3.4
|
|
1.5
|
|
|
|
|
|
Proposed final dividend for the
year ended 31 December 2023 of nil per share (2022: 2.25p per
share)
|
|
-
|
|
2.5
|
11 Finance costs
|
Year ended 31 December
2023
|
|
9 months ended 31 December
2022
|
|
£m
|
|
£m
|
|
|
|
|
Interest on lease
arrangements
|
0.8
|
|
0.3
|
|
|
|
|
|
|
|
|
12 Taxation
|
Year ended 31 December
2023
|
|
9 months ended 31 December
2022
|
|
£m
|
|
£m
|
Income tax recognised in Consolidated
Statement of Comprehensive Income
|
|
|
|
|
|
|
|
Current tax
|
|
|
|
Current tax on profit for the
year
|
1.6
|
|
1.3
|
Adjustments in respect of prior
years
|
0.3
|
|
-
|
|
|
|
|
|
|
|
|
Total current tax
|
1.9
|
|
1.3
|
|
|
|
|
|
|
|
|
Deferred tax
|
|
|
|
|
|
|
|
Origination and reversal of
temporary differences
|
0.3
|
|
(0.5)
|
|
|
|
|
|
|
|
|
Total deferred tax
|
0.3
|
|
(0.5)
|
|
|
|
|
|
|
|
|
Total tax expense
|
2.2
|
|
0.8
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax has been calculated using an
estimated annual effective tax rate of 23.5% (2022: 19%) on profit
before tax. The increase is due to the increase in the UK main rate
of corporation tax on 01 April 2023 to 25% from 19%.
|
|
The difference between the total
tax expense shown above and the amount calculated by applying the
standard rate of UK corporation tax to the profit before tax is as
follows:
|
|
Year ended 31 December
2023
|
|
9 months ended 31 December
2022
|
|
£m
|
|
£m
|
|
|
|
|
Profit for the year
|
5.1
|
|
7.0
|
Income tax expense
|
2.2
|
|
0.8
|
|
|
|
|
Profit before income
taxes
|
7.3
|
|
7.8
|
|
|
|
|
Tax using the Company's domestic
tax rate of 23.5% (2022:19%)
|
1.7
|
|
1.5
|
|
|
|
|
Effects of:
|
|
|
|
Expenses not deductible for tax
purposes
|
0.1
|
|
-
|
Other amounts charged
|
-
|
|
0.2
|
Adjustments in respect of prior
period
|
0.4
|
|
(0.4)
|
Tax credit relating to future
periods
|
-
|
|
(0.5)
|
|
|
|
|
|
|
|
|
Total tax on ordinary activities
|
2.2
|
|
0.8
|
|
|
|
|
|
|
|
|
|
Year ended 31 December
2023
|
|
9 months ended 31 December
2022
|
|
£m
|
|
£m
|
Current tax assets and liabilities
|
|
|
|
|
|
|
|
Corporation tax
|
(0.6)
|
|
(0.7)
|
|
|
|
|
|
|
|
|
Current tax liability
|
(0.6)
|
|
(0.7)
|
|
|
|
|
|
|
|
|
|
Year ended 31 December
2023
|
|
9 months ended 31 December
2022
|
|
£m
|
|
£m
|
Deferred Tax
|
|
|
|
|
|
|
|
Assets
|
|
|
|
At 1 January 2023 and 1 April
2022
|
0.5
|
|
-
|
Current year movement
|
(0.3)
|
|
-
|
Tax credit relating to future
periods
|
-
|
|
0.5
|
|
|
|
|
|
|
|
|
Total deferred tax asset
|
0.2
|
|
0.5
|
|
|
|
|
|
|
|
|
Deferred tax in relation to timing
differences on fixed assets. There is no expiry on the deferred tax
asset. The deferred tax asset is based on the future rate of
corporation tax 25%.
|
13 Earnings per share
The Group calculates basic
earnings to be net profit attributable to equity shareholders for
the period. The Group also calculates an adjusted earnings figure,
which excludes the effects of share-based payments, and
non-adjusted costs as described further in note 2.15.
|
|
Year ended 31 December
2023
|
|
9 months ended 31 December
2022
|
|
|
£m
|
|
£m
|
|
|
|
|
|
|
Earnings
|
|
|
|
|
Earnings for the purposes of basic
and diluted earnings per share
|
|
|
|
|
- basic and diluted
|
5.1
|
|
7.0
|
|
Adjustments for:
|
|
|
|
|
Non-adjusted
expenditure
|
-
|
|
0.8
|
|
Shared-based payments
|
0.5
|
|
0.1
|
|
Tax impact
|
(0.1)
|
|
(0.2)
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted earnings (basic and
diluted)
|
5.5
|
|
7.7
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares
The calculation of basic and
earnings per share is based on the following number of shares
(m).
|
|
Weighted average number of
ordinary shares for the purposes of basic earnings per
share
|
113.2
|
|
113.2
|
|
Number of dilutive shares under
option
|
0.1
|
|
0.1
|
|
|
|
|
|
|
Weighted average number of
ordinary shares for the purposes of dilutive earnings per
share
|
113.3
|
|
113.3
|
|
|
|
|
|
|
Earnings per share
|
|
|
|
|
|
|
|
|
|
Basic
|
4.6p
|
|
6.2p
|
|
|
|
|
|
|
Diluted
|
4.6p
|
|
6.2p
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted - Basic
|
5.0p
|
|
6.8p
|
|
|
|
|
|
|
Adjusted - Diluted
|
5.0p
|
|
6.8p
|
|
|
|
|
|
|
|
|
|
|
|
The calculation of diluted
earnings per share assumes conversion of all potentially dilutive
ordinary shares, all of which arise from share options. A
calculation is performed to determine the number of share options
that are potentially dilutive based on the number of shares that
could have been acquired at fair value, considering the monetary
value of the subscription rights attached to outstanding share
options.
|
14 Intangible fixed
assets
|
|
Software
|
|
|
development
|
|
|
costs
|
|
|
£m
|
|
Cost
|
|
|
|
|
|
At 31 March 2022
|
7.4
|
|
|
|
|
|
|
|
Additions
|
1.4
|
|
|
|
|
|
|
|
At 31 December 2022
|
8.8
|
|
|
|
|
|
|
|
Additions
|
1.8
|
|
|
|
|
|
|
|
At 31 December 2023
|
10.6
|
|
|
|
|
|
|
|
Amortisation
|
|
|
|
|
|
At 31 March 2022
|
5.2
|
|
|
|
|
|
|
|
Charge for the 9-month
period
|
1.1
|
|
|
|
|
|
|
|
At 31 December 2022
|
6.3
|
|
|
|
|
|
|
|
Charge for year
|
1.6
|
|
|
|
|
|
|
|
At 31 December 2023
|
7.9
|
|
|
|
|
|
|
|
Net
book value
|
|
|
|
|
|
At 31 December 2022
|
2.5
|
|
|
|
|
|
|
|
At
31 December 2023
|
2.7
|
|
|
|
|
|
|
|
|
|
15 Property, plant and
equipment
|
Leasehold improvements
|
Right of use asset
|
Office equipment
|
Computer
equipment
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
Cost
|
|
|
|
|
|
At 31 March
2022
|
1.8
|
7.3
|
0.8
|
0.7
|
10.6
|
|
|
|
|
|
|
Additions
|
-
|
-
|
0.5
|
-
|
0.5
|
Disposals
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
At 31 December
2022
|
1.8
|
7.3
|
1.3
|
0.7
|
11.1
|
|
|
|
|
|
|
Additions
|
2.0
|
6.6
|
0.5
|
0.4
|
9.5
|
Disposals
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
At 31 December
2023
|
3.8
|
13.9
|
1.8
|
1.1
|
20.6
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
At 31 March
2022
|
0.3
|
1.5
|
0.1
|
0.4
|
2.3
|
|
|
|
|
|
|
Charge for the
period
|
0.1
|
0.6
|
0.1
|
0.1
|
0.9
|
Disposals
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
At 31 December
2022
|
0.4
|
2.1
|
0.2
|
0.5
|
3.2
|
|
|
|
|
|
|
Charge for the
year
|
0.4
|
1.2
|
0.4
|
0.3
|
2.3
|
Disposals
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
At 31 December
2023
|
0.8
|
3.3
|
0.6
|
0.8
|
5.5
|
|
|
|
|
|
|
Net book
value
|
|
|
|
|
|
At 31 December
2022
|
1.4
|
5.2
|
1.1
|
0.2
|
7.9
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December
2023
|
3.0
|
10.6
|
1.2
|
0.3
|
15.1
|
|
|
|
|
|
|
|
|
|
|
|
|
Right of use asset relates to
leases disclosed in note 20.
16 Trade and other receivables
|
31 December
2023
|
|
31 December 2022
|
|
|
£m
|
|
£m
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
|
Other
receivables
|
|
0.6
|
|
-
|
Prepayments
|
|
0.7
|
|
1.0
|
|
|
|
|
|
|
|
|
|
|
Trade and other
receivables
|
|
1.3
|
|
1.0
|
|
|
|
|
|
17 Cash and cash
equivalents
|
31 December
2023
|
|
31 December
2022
|
|
£m
|
|
£m
|
|
|
|
|
Cash and cash
equivalents
|
33.0
|
|
29.0
|
|
|
|
|
Included within cash and cash
equivalents are client held funds relating to margins received and
client balances payable. These amounts are disclosed as amounts
payable to clients of £14.7m (2022: £12.8m) in note 19 and are not
available for the Group's own use. Client balances held as
electronic money in accordance with the Electronic Money
Regulations 2011 are held in accounts segregated from the firm's
own bank accounts.
Client balances that fall under the
scope of the FCA's Client Assets Sourcebook ("CASS") are held in
segregated client bank accounts which are off balance sheet and
excluded from the cash and cash equivalents figure.
The Directors consider that the
carrying amount of these assets is a reasonable approximation of
their fair value. Cash is held at authorised credit institutions
and non-bank financial institutions with robust credit ratings
(where published) and sound regulatory capital
resources.
|
18 Other assets
|
31 December
2023
|
|
31 December
2022
|
|
£m
|
|
£m
|
|
|
|
|
Collateral with banking
counterparties
|
5.7
|
|
10.0
|
Balances segregated for CASS
MTM
|
4.8
|
|
-
|
|
|
|
|
Other assets
|
10.5
|
|
10.0
|
|
|
|
|
Other assets is made up of
collateral with banking counterparties and balances segregated to
provide for OTM positions with CASS Clients. Client margins
received and disclosed within client balances payable are used to
service margin calls with counterparties.
|
19 Trade and other
payables
|
31 December
2023
|
|
31 December 2022
|
|
|
£m
|
|
£m
|
|
|
|
|
|
Non-current
|
|
|
|
|
|
|
|
|
|
Lease
dilapidation
provisions
|
|
0.3
|
|
0.2
|
|
|
|
|
|
Trade and other
payables
|
|
0.3
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
|
Amounts payable to
clients
|
|
14.7
|
|
12.8
|
Corporation
tax
|
|
0.6
|
|
0.7
|
Amounts due to members and
former members of Argentex LLP
|
|
0.4
|
|
4.4
|
Trade payables
|
|
6.9
|
|
0.4
|
Accruals
|
|
5.6
|
|
6.1
|
Other taxation and social
security
|
|
1.1
|
|
0.7
|
|
|
|
|
|
|
|
|
|
|
Trade and other
payables
|
|
29.3
|
|
25.1
|
|
|
|
|
|
20 Leases
In May 2020, the Group signed a
ten-year lease for its head office premises at Argyll Street,
London. In February 2023, the Group signed a nine-year lease for an
additional floor for its head office at Argyll Street, London and
in February 2023, the Group signed a five-year lease for its office
in the Netherlands.
As a lessee, the Group has
recognised a lease liability representing the present value of the
obligation to make lease payments, and a related right of use (ROU)
asset, in accordance with note 2.10. The lease payments are
discounted using the interest rate implicit in the UK leases (7%).
The implicit interest rate is not evident in the Dutch lease and
therefore management have assessed the incremental borrowing rate
to be 7%. In the prior period, an incremental borrowing rate of 6%
was used to discount the lease liability. The Group remeasured its
liability for its head office lease signed in May 2020 as a deed of
variation was signed in February 2023. Information about the lease
liability is presented below:
|
31 December
2023
|
|
31 December
2022
|
|
|
£m
|
|
£m
|
|
|
|
|
|
Lease liability at beginning of
financial period
|
|
6.1
|
|
6.6
|
|
|
|
|
|
|
|
|
|
|
Additions
|
|
6.1
|
|
-
|
Payments made in the
period
|
|
(1.5)
|
|
(0.9)
|
Unwinding of finance
costs
|
|
0.8
|
|
0.4
|
|
|
|
|
|
|
|
|
|
|
Lease liability at end of financial
period
|
|
11.5
|
|
6.1
|
|
|
|
|
|
Of
which
|
|
|
|
|
Current
|
|
0.9
|
|
0.8
|
Non-current
|
|
10.6
|
|
5.3
|
|
|
|
|
|
Amounts recognised in the
Consolidated Statement of Comprehensive Income is presented
below:
|
|
Year ended 31 December
2023
|
|
9 months ended 31 December
2022
|
|
£m
|
|
£m
|
|
|
|
|
Depreciation charge on right of
use assets (note 15)
|
1.2
|
|
0.6
|
Interest on lease liabilities
(note 11)
|
0.8
|
|
0.3
|
|
|
|
|
Maturity profile of lease liability
based on contractual (undiscounted) payments disclosed in note
24.
21 Share capital
|
Ordinary
|
|
Management
|
|
Nominal
|
|
shares
|
|
shares
|
|
value
|
Allotted and paid
up
|
No.
|
|
No.
|
|
£m
|
|
|
|
|
|
|
At 1 January 2023 and 31 December
2023
|
113,207,547
|
|
23,589,212
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
On 19 June 2019, 23,589,212
Management shares were issued with nominal value of £58,974 to
establish the minimum allotted share capital for a public limited
company. So long as there are shares of any other class in issue,
Management shares have no voting rights or rights to receive
dividends or other distributions of profit.
On 25 June 2019, 113,207,547
Ordinary shares of £0.0001 each were issued for trading on AIM at a
price of 106p per share. 100,000,000 shares were issued to the
former owners of Argentex LLP as part of the Group formation.
Subsequently, the Group issued 13,207,547 at 106p per share,
generating share premium of £13,988,679 before issuance
costs.
22 Reserves
Details of the movements in
reserves are set out in the Consolidated Statement of Changes in
Equity. A description of each reserve is set out
below.
Share premium
The share premium account is used
to record the aggregate amount or value of premiums paid in excess
of the nominal value of share capital issued, less deductions for
issuance costs. Where an equity issuance is accounted for using
merger relief, no share premiums are recorded.
Merger reserve
The merger reserve represents the
difference between carrying value of the assets and liabilities
acquired under merger accounting to the cost of investment (the
fair value).
Share option reserve
The Group operates share option
schemes that are explained in note 23 of these Consolidated Financial
Statements. The Group recognises the services received from
eligible scheme participants as a charge through the Consolidated
Statement of Comprehensive Income, with the corresponding entry
credited to the Share option reserve.
Retained earnings
Retained earnings are the
accumulated undistributed profits of the Group that have been
recognised through the Consolidated Statement of Comprehensive
Income, less amounts distributed to shareholders.
23 Share-based
payments
The total expense to be apportioned
over the vesting period of the benefit is determined by reference
to the fair value (excluding the effect of non-market-based vesting
conditions) at the date of grant.
At the end of each reporting period
the assumptions underlying the number of awards expected to vest
are adjusted for the effects of non-market-based vesting conditions
to reflect the conditions prevailing at that date. The impact of
any revisions to the original estimates is recognised in the
Consolidated Statement of Comprehensive Income, with a
corresponding adjustment to equity. Fair value of the CSOP
schemes is measured using a Black-Scholes option pricing model.
Fair Value of the Value Creation Plan is measured using a Monte
Carlo Simulation.
When share options are exercised,
the Group issues new shares.
CSOP
In June 2019, the Group issued
311,311 share options under Part I of an approved company share
option plan ("CSOP") to participating employees. The share options
have an exercise price of £1.06, being the IPO issue price, and
vest three years after issuance. The fair value of these options at
issuance has been derived using a Black-Scholes model, with
expected volatility of 30%, based on derived volatilities of the
AIM index and the similar listed entities to the Group. The risk
free rate at the time of issuance was 0.54% for UK Government Bonds
with a similar term to the vesting period of the CSOP.
In the year to March 2021, the Group
issued a total of 4,981,130 share options under Parts I, II and III
of the company share option plans ("CSOP") to participating
employees and LLP members. The share options have an exercise price
of £1.35, and vest in tranches three, four and five years after
issuance. The fair value of these options at issuance has been
derived using a Black-Scholes model, with expected volatility of
34%, based on derived volatilities of the Group and the similar
listed entities to the Group. The risk-free rate at the time of
issuance was 0.12% for UK Government Bonds with a similar term to
the vesting period of the CSOP.
Movements in the number of
outstanding share options during the period and their weighted
average exercise prices are shown in the following
table.
|
31 December
2023
|
31 December
2022
|
|
Average exercise price
(£)
|
Number of options
outstanding
|
Average exercise price
(£)
|
Number of options
outstanding
|
At beginning of period
|
1.35
|
996,226
|
1.34
|
4,726,407
|
Granted
|
-
|
-
|
-
|
-
|
Forfeited
|
-
|
-
|
1.34
|
(3,730,181)
|
Exercised
|
-
|
-
|
-
|
-
|
At end of period
|
1.35
|
996,226
|
1.35
|
996,226
|
The share-based payment charge in
relation to the above scheme in the period ended 31 December 2023
is £nil (31 December 2022: £0.1m).
Value Creation Plan
In November 2022, selected employees
and senior executives of the Group were issued with Growth shares
in Argentex Capital Limited. When and to the extent vested,
the growth shares will be exchanged into ordinary shares of
Argentex Group PLC. The Growth shares vest in two equal tranches (A
and B) over two periods. Growth A shares vest over a 3 year and
4-month period and Growth B shares vest over a 4 year and 4-month
period. The rate of exchange is that the Growth Shares will be
regarded as worth a pro rata share of the share price gain of
Argentex Group PLC above hurdle prices. Upon exchange, the number
of ordinary shares in Argentex Group PLC that a Growth shareholder
will receive is such number of shares whose value is equivalent to
the Group's closing share price at the exchange date subject to the
extent that Growth shares have vested. The average weighted value
of Growth shares granted in Argentex Capital is £85.
The share-based payment charge of
the Value Creation Plan in the period ended 31 December 2023 was
£0.5m (2022: £nil).
Growth Shares
|
|
31
December
2023
|
31
December
2022
|
|
Number of options
outstanding
|
Number of options
outstanding
|
Outstanding at beginning of period
|
20,000
|
-
|
Granted in period
|
-
|
20,000
|
Forfeited in period
|
(1,750)
|
-
|
Exercised in period
|
-
|
-
|
Outstanding at end of period
|
18,250
|
20,000
|
The fair value of the Growth shares
was calculated using a Monte Carlo simulation model. The model
considers historical and expected dividends and the share price
volatility of the Group to predict the share performance. When
determining the fair value of awards, service and non-market
performance conditions are not considered. However, the likelihood
of the conditions being met is assessed as part of the Group's best
estimate of the number of equity instruments that will ultimately
vest. Market performance conditions are reflected within the fair
value. The assumptions relating to the fair value charge include
share price at grant, risk free interest rate, time to vesting and
expected share price volatility.
The total share-based payment
reserve at 31 December 2023 is £1.0m (31 December 2022:
£0.5m).
24 Financial
instruments
The Directors have performed an
assessment of the risks affecting the Group through its use of
financial instruments and believe the principal risks to be:
capital risk; credit risk; market risk, including interest rate
risk and foreign exchange risk.
24.1
Capital management
Capital risk is the risk that
there are insufficient Own Funds to support the Group's business
activities and to meet its regulatory capital requirements. Own
Funds are the sum of the Group's common equity tier 1 capital,
additional tier 1 capital and tier 2 capital. The Group manages its
capital to ensure that entities in the Group will be able to
continue on a going concern basis while maximising the return.
Capital is repayable in accordance with the terms set out in the
partnership agreement. Management regularly reviews the adequacy of
the Group's capital and ensures capital held remains in excess of
regulatory requirements. The Group manages its capital resources
with reference to both the business and regulatory requirements.
This process also ensures there is adequate capital and liquidity
to either absorb losses or to ensure there are adequate levels to
perform an orderly wind-down without causing undue harm to clients,
counterparties, or the market.
24.2
Financial risk management objectives
The Group's principal risk
management objective is to avoid financial loss and manage the
Group's working capital requirements to continue in operations and
achieve its strategic objectives.
Market risk
Market risk for the Group
comprises foreign exchange risk and interest rate risk. Foreign
exchange risk arises from the exposure to changes in foreign
exchange spot and forward prices and volatilities of foreign
exchange rates.
Foreign exchange risk
is mitigated through the matching of foreign
currency assets and liabilities between clients and institutional
counterparties which move in parity. The Group maintains
non-sterling currency balances with institutional counterparties
only to the extent necessary to meet its immediate obligations with
those institutional counterparties.
Foreign exchange risk - sensitivity
analysis
The Group's significant cash
balances other than those denominated in Pounds sterling are
foreign currency balances held in Euros and US Dollars.
The table below shows the impact
on the Group's operating profit of a 10% change in the exchange
rate of Euros and US Dollars against pounds sterling.
|
|
31
December
2023
|
|
31
December
2022
|
|
|
£m
|
|
£m
|
|
|
|
|
|
10% weakening in the GBP/EUR
exchange rate
|
|
1.1
|
|
1.2
|
10% strengthening in the GBP/EUR
exchange rate
|
|
(0.9)
|
|
(1.0)
|
|
|
|
|
|
|
|
|
|
|
10% weakening in the GBP/USD
exchange rate
|
|
0.7
|
|
1.5
|
10% strengthening in the GBP/USD
exchange rate
|
|
(0.6)
|
|
(1.2)
|
|
|
|
|
|
|
|
|
|
|
Interest rate risk
affects the Group to the extent that forward
foreign exchange contracts and foreign exchange structured
solutions have an implied interest rate adjustment factored into
their price, which is subject to volatility. This risk is mitigated
in the same way as foreign currency risk through the matching of
foreign currency assets and liabilities between clients and
institutional counterparties which move in parity.
Liquidity risk
Liquidity risk is the risk that
the Group will not be able to meet its financial obligations as
they fall due. The Group has extensive controls to ensure that is
has sufficient cash or working capital to meet the cash
requirements of the Group in order to mitigate this risk. The Group
monitors its liquidity requirement daily, and the Group stress
tests its liquidity position to review the sufficiency of its
liquidity in stressed market scenarios. It is management's
responsibility to set appropriate limits to the liquidity risk
appetite of the Group, as well as ensuring that a robust system of
internal controls is implemented and enforced. The table below
summarises the maturity profile of the Group's derivative financial
assets and liabilities based on contractual undiscounted
payments.
Derivative financial assets at balance sheet date by
contractual maturity
The following table details the
profile of the Group's derivative financial assets. The amounts are
based on the undiscounted cashflows based on the earliest date on
which the contractual cashflows are due to the Group.
31
December 2023
|
£m
|
£m
|
£m
|
£m
|
£m
|
|
0-3 months
|
3-6 months
|
6-12
months
|
12
months +
|
Total
|
Derivative financial
assets
|
1,072.7
|
585.1
|
716.1
|
492.4
|
2,866.3
|
31
December 2022
|
£m
|
£m
|
£m
|
£m
|
£m
|
|
0-3
months
|
3-6
months
|
6-12
months
|
12
months +
|
Total
|
Derivative financial
assets
|
1,012.5
|
372.6
|
511.7
|
337.3
|
2,234.1
|
Derivative financial liabilities at balance sheet date by
contractual maturity
The following table details the
profile of the Group's derivative financial liabilities. The
amounts are based on the undiscounted cashflows based on the
earliest date on which the Group can be required to pay.
31
December 2023
|
£m
|
£m
|
£m
|
£m
|
£m
|
|
0-3 months
|
3-6 months
|
6-12
months
|
12
months +
|
Total
|
Derivative financial
liabilities
|
1,068.0
|
581.9
|
710.1
|
487.7
|
2,847.7
|
31
December 2022
|
£m
|
£m
|
£m
|
£m
|
£m
|
|
0-3
months
|
3-6
months
|
6-12
months
|
12
months +
|
Total
|
Derivative financial
liabilities
|
1,005.4
|
370.4
|
506.5
|
334.2
|
2,216.5
|
Other financial liabilities
The table below summarises the
maturity profile of the Group's other financial liabilities based
on contractual (undiscounted) payments.
31
December 2023
|
|
Up to 1
year
|
1 year +
|
Total
|
|
|
£m
|
£m
|
£m
|
Amounts payable to
clients
|
|
14.7
|
-
|
14.7
|
Other payables
|
|
10.9
|
-
|
10.9
|
Lease liabilities
|
|
1.7
|
13.6
|
15.3
|
|
|
27.3
|
13.6
|
40.9
|
31
December 2022
|
|
Up to 1
year
|
1 year +
|
Total
|
|
|
£m
|
£m
|
£m
|
Amounts payable to
clients
|
|
12.8
|
-
|
12.8
|
Other payables
|
|
4.8
|
-
|
4.8
|
Lease liabilities
|
|
1.2
|
6.3
|
7.5
|
|
|
18.8
|
6.3
|
25.1
|
Credit risk
The failure of a client to settle
a contracted trade carries the risk of loss equal to the prevailing
fair value of the trade. The Group employs rigorous procedures and
ongoing monitoring to mitigate this risk and ensure that client
risk exposures fit within the Group's risk appetite. Before
accepting any new client, a dedicated team responsible for the
determination of credit risk, assess the potential client's credit
quality and assigns a credit limit. Limits and scoring attributed
to customers are reviewed on an ongoing basis. Individual
counterparty exposures are monitored against assigned limits by the
Risk function to ensure appropriate escalation and mitigating
action is taken.
Credit approvals and other
monitoring procedures are also in place to ensure that follow-up
action is taken to recover overdue debts. Furthermore, the Group
reviews the recoverable amount of trade debtors at the end of the
reporting period to ensure that adequate loss allowance is made for
irrecoverable amounts. In this regard, the Directors of the Group
consider that the Group's credit risk is significantly reduced.
Trade receivables consist of a large number of clients, spread
across diverse industries and geographical areas.
Management review financial and
regulatory disclosures of the Group's institutional counterparties
to ensure its cash balances and derivative assets are maintained
with creditworthy financial institutions. The Group does not have
any significant concentration of exposures within its client base.
At institutional counterparty level, trade volumes and trading cash
balances are concentrated to a small selection of institutional
counterparties. A degree of concentration is necessary for the
Group to command strong pricing and settlement terms with these
institutions and is not considered a material risk to the
Group.
24.3
Categories of financial instruments
The Group operates as a
deliverable foreign exchange broker therefore financial instruments
are significant to its financial position and performance. Where
the Group enters into a foreign exchange contract for a client, a
matching deal is immediately executed with one of the Group's
institutional counterparties.
The table below sets out the
Group's financial instruments by class.
|
31
December
2023
|
|
31
December
2022
|
|
£m
|
|
£m
|
Financial asset instruments
|
|
|
|
|
|
|
|
Measured at FVTPL
|
|
|
|
|
|
|
|
Non-current
|
|
|
|
Derivative financial
assets
|
9.8
|
|
8.8
|
|
|
|
|
Current
|
|
|
|
Derivative financial
assets
|
38.9
|
|
57.7
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivative financial
assets
|
48.7
|
|
66.5
|
|
|
|
|
|
|
|
|
Measured at amortised cost
|
|
|
|
|
|
|
|
Current
|
|
|
|
Cash and cash
equivalents
|
33.0
|
|
29.0
|
Other assets
|
10.5
|
|
10.0
|
|
|
|
|
|
|
|
|
|
|
|
|
Total amortised cost
assets
|
43.5
|
|
39.0
|
|
|
|
|
|
|
|
|
|
31
December
2023
|
|
31
December
2022
|
|
£m
|
|
£m
|
Financial liability instruments
|
|
|
|
|
|
|
|
Measured at FVTPL
|
|
|
|
|
|
|
|
Non-Current
|
|
|
|
Derivative financial
liability
|
(5.8)
|
|
(5.2)
|
|
|
|
|
Current
|
|
|
|
Derivative financial
liability
|
(23.6)
|
|
(42.0)
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivative financial
liabilities
|
(29.4)
|
|
(47.2)
|
|
|
|
|
|
|
|
|
|
|
|
|
Measured at amortised cost
|
|
|
|
|
|
|
|
Amounts payable to
clients
|
(14.7)
|
|
(12.8)
|
Other creditors
|
(8.7)
|
|
(1.1)
|
Amounts due to members and former
members of Argentex LLP
|
(0.4)
|
|
(2.9)
|
Accruals (excluding non-financial
instruments)
|
(1.7)
|
|
(1.0)
|
Lease liabilities
|
(11.5)
|
|
(6.1)
|
|
|
|
|
|
|
|
|
Non-derivative financial
liabilities
|
(37.0)
|
|
(23.9)
|
|
|
|
|
Derivative financial assets and
derivative financial liabilities include derivative transactions
with banking counterparties. The transactions are subject to ISDA
(International Swaps and Derivatives Association) Master Agreements
and similar master agreements which provide a legally enforceable
right to offset under certain conditions. These derivative
financial instruments have not been offset in the Consolidated
Statement of Financial Position but are presented separately in the
table below. These derivatives are subject to collateral and margin
calls by banking counterparties and the amounts are disclosed in
note 18.
|
31 December
2023
|
|
31 December
2022
|
Amounts with counterparties
subject to Master Netting agreements:
|
£m
|
|
£m
|
|
|
|
|
Derivative financial
assets
|
27.1
|
|
29.5
|
Derivative
financial liabilities
|
17.8
|
|
31.3
|
|
|
|
|
24.4
Overview of the Group's exposure to credit
risk
Credit risk refers to the risk
that a counterparty will default on its contractual obligations in
relation to financial derivative assets resulting in financial loss
to the Group. As at 31 December 2023, the Group's maximum exposure
to credit risk without taking into account any collateral held or
other credit enhancements, which will cause a financial loss to the
Group due to failure to discharge an obligation by the
counterparties arises from the carrying
amount of the respective recognised financial assets as stated in
the Consolidated Statement of Financial Position.
If deemed appropriate, the Group
will make a valuation adjustment to the estimated fair value of a
financial instrument. In the period, the Group included a CVA of
£0.5m (2022: £1.1m) to represent the credit risk inherent in the
fair value of derivative financial instruments. In the opinion of
the Directors, the carrying amount of the Group's financial assets
best represents the maximum exposure.
The carrying amount of the Group's
financial assets at FVTPL as disclosed in Note 25 best represents
their respective maximum exposure to credit risk. Note
24.6 details the Group's
credit risk management policies.
24.5
Counterparty risk
The Group relies on third party
institutions in order to trade and clear settlement funds through
client accounts. To reduce counterparty credit risk to acceptable
levels, the Group only trades with institutional counterparties
with robust balance sheets, high credit ratings and sound capital
resources (as disclosed in accordance with the CRR and CRD IV of
Basel III) and monitors the creditworthiness of institutional
counterparties on an ongoing basis. The Group's business continuity
procedures have established trading and settlement lines with
several institutional counterparties to mitigate counterparty
risk.
24.6
Credit risk management
Note 24.4 details the Group's exposure to
credit risk and the measurement bases used to determine expected
credit losses.
The Group undertakes continuous
robust credit analysis before setting and varying trading limits
and accepting trades from each client. All open positions are
monitored automatically in real time and if deemed necessary
collateral (in the form of cash deposits) is taken from clients to
mitigate the Group's exposure to credit risk.
25 Fair value
measurements
This note provides information about how the Group determines fair
values of various financial assets and financial
liabilities.
25.1
Fair value of the Group's financial assets and
financial liabilities that are measured at fair value on a
recurring basis
Some of the Group's financial
assets and financial liabilities are measured at fair value at the
end of each reporting period. The following table gives information
about how the fair values of these financial assets and financial
liabilities are determined (in particular, the valuation
technique(s) and inputs used).
Level 1: The fair value of
financial instruments traded in active markets is based on quoted
market prices at the end of the reporting period. These instruments
are included in level 1.
Level 2: The fair value of
financial instruments that are not traded in an active market is
determined using valuation techniques which maximise the use of
observable market data and rely as little as possible on
entity-specific estimates. If all significant inputs required to
fair value an instrument are observable, the instrument is included
in level 2.
Level 3: If one or more of
the significant inputs is not based on observable market data, the
instrument is included in level 3.
Financial assets/ financial liabilities
|
Fair value as at
|
Fair value hierarchy
|
Valuation technique(s) and key input(s)
|
|
31
December
2023
|
31
December
2022
|
|
|
Foreign exchange forward and
option contracts
|
Assets
£48.7m; and
Liabilities £29.4m
|
Assets
£66.5m; and
Liabilities £47.2m
|
Level
2
|
The price that would be received
to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement
date.
The fair value of foreign exchange
forward and option contracts is measured using observable market
information provided by third party market data providers. Future
cashflows are estimated based on forward exchange rates and
contract rates, discounted to reflect maturity.
|
25.2
Fair value of financial assets and financial
liabilities that are not measured at fair value
The Directors consider that the
carrying amounts of financial assets and financial liabilities
recognised in the financial statements are a reasonable
approximation of their fair value.
26 Related party
transactions
|
|
As at 31 December 2023, no
material related transactions require further
disclosure.
|
|
27 Contingent
liabilities
|
|
As at 31 December 2023 there were
no capital commitments or contingent liabilities (2022:
none).
|
28 Controlling party
|
|
In the opinion of the Directors
there is no ultimate controlling party of Argentex Group
PLC.
|
29 Events after the reporting
date
|
|
On 14 March 2024, the Group
received an Employment Tribunal claim from a former director. The
Group will contest the claim.
|