Final Results

Amicorp FS (UK) Plc

('AMIF', the 'Company' or the 'Group')

Final Results

Further operational and financial progress delivered in 2024

Amicorp FS (UK) Plc, the international specialist fund services group, is pleased to report its audited final results for the year ended 31 December 2024 ('FY24' or the 'year').

FY24 Financial Highlights

FY24 Strategic Highlights

FY24 Operational Highlights

1 FY23 financial information was restated due to common control acquisitions in FY24, in accordance with merger accounting principles.

2 FY24: 567 funds of which 307 are active. FY23: 501 funds of which 297 are active.

Commenting on the FY24 Results, Toine Knipping, Non-Executive Chairman of AMIF, said:

"I am pleased to report a year of steady operational and financial progress for AMIF, as the business continues to expand its geographic footprint and its range of fund administration related services. The asset management industry is undergoing a multi-year adjustment towards an environment with better customer protection via the introduction of increased regulation. This tailwind continues to support demand for our business as more and more industry participants look to outsource their fund administration services to an established specialist with a global footprint.

"During the course of the past twelve months we have seen notable growth from our Governance and Compliance Services division which helped drive a meaningful increase in revenue for the business. We were also pleased to open our first office in Kazakhstan, as well as receive in-principle approval for a fund administration licence in the key geographic location of Dubai.

"Our investment in technology has enabled AMIF to stay at the forefront of innovation and adapt the business to align with evolving client requirements. This investment culminated in the launch of AMI-GO in March 2024, AMIF's cloud-based onboarding platform that is improving the user experience through enhanced operational efficiency. This supports the scalability of our business model while maintaining a capital-light approach. The Group remains focused on executing its strategic initiatives, leveraging its expanded capabilities, and capturing new growth opportunities during 2025."

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Notes to Editors

AMIF is an international specialist fund services group that works with a broad mix of clients including institutional investors, fund managers (private equity, venture capital and hedge funds) as well as family offices to provide a suite of specialist services across global markets. AMIF provides local and global expertise to over 560 funds.

AMIF provides a comprehensive and tailored range of services which are all underpinned by market-recognised technology solutions that support clients from a single point of contact.

These include:

· Fund Administration and Investor Services: Fund accounting, fund administration, in-house NAV calculation, investor services including Register & Transfer Agency services, booking of subscriptions & redemptions, audit liaison/support, real time oversight over investment performance.

· Governance and Compliance Services: FATCA and CRS reporting services, Fiduciary, Anti-Money Laundering (AML) officer services in compliance with international rules and regulations including administrative support to the Board and Committees of the Board.

· BPO Services: Simplifying accounting and administration services through automated accounting processes and providing management insight into business operations through regular and consistent management reporting.

For further information please visit www.amicorp-funds.com/chairmans-welcome/

Chairman's Statement

Overview

I am pleased to present AMIF's Annual Report for FY24, marking another year of strategic and operational progress following our listing on the London Stock Exchange in June 2023.

AMIF is navigating a period of transition post-listing, focusing on aligning its market presence, client engagement, and operational scalability with evolving strategic priorities. While maintaining a strong foundation, the Group continues to adapt its service offerings and revenue approach to meet the changing needs of the industry and regulatory landscape.

Results overview

FY24 has been a year of steady financial performance, reflecting both organic growth and contributions from our recent acquisitions. Total revenue increased by 6.8% to US$15.6 million (FY23 restated: US$14.6 million), driven by a 25% organic growth in Governance and Compliance Services and a 9% increase in Business Process Outsourcing Services.

The trend of asset managers and fund providers outsourcing back-office functions has continued due to escalating compliance requirements and rising staff costs. At the same time, an increasing number of family offices, multinational companies, and investors are structuring their cross-border investments through fund structures, creating more diversified opportunities for AMIF. Both trends remain valid and continue to shape market dynamics.

In addition, AMIF has observed growing demand for capital market outsourcing services, including the administration of Actively Managed Certificates ('AMC') and other structured products. The acquisitions completed in FY24 have strengthened the Group's capabilities in this area, enhancing its ability to serve capital market participants and capture these evolving and dynamic opportunities.

AMIF remains focused on staying attuned to market demands and strategically adapting its business to align with evolving client needs. The Group continues to invest in its operational platform to support expansion, enabling the rollout of systems and processes to a wider client base. This approach enhances efficiency, drives higher operating margins, and reinforces AMIF's capital-light business model.

Stakeholder engagement

AMIF is committed to keeping its shareholders and potential investors informed through timely updates. To ensure that all existing and future stakeholders are able to track the Group's progress and obtain updates as soon as available, we encourage registration to AMIF's alert service via the Group's investor relations website.

Board composition and governance

Robin Hoekjan joined the Board as Executive Director in September 2024, replacing Kiran Kumar who stepped down from that role. The Board continues to have a balance of three Executive and three Non-Executive Directors of which two are independent. This brings the required range of skills and experience to support AMIF's strategic objectives. AMIF has adopted the principles of the Quoted Companies Alliance Code for corporate governance and has both Audit and Remunerations committees.

Dividend policy

AMIF has established a stable dividend policy framework that will seek to maximise shareholder value and reflect its strong earnings potential and cash flow characteristics, while allowing it to retain sufficient capital to fund ongoing operating requirements and to invest in the Group's long-term growth.

There is currently no fixed ratio on dividend pay-out but this is something the Board will consider as AMIF grows.

Outlook for the Group

The asset management industry continues to evolve, facing regulatory complexities, technological shifts, and cost pressures. AMIF is well-positioned to capitalise on these trends as fund managers seek reliable partners for outsourcing middle and back-office functions.

The trading environment has remained supportive in FY25 with 36 new wins secured up to date, and AMIF continues to make progress across its key business segments. The Group remains focused on executing its strategic initiatives, leveraging its expanded capabilities, and capturing new growth opportunities.

With our growing global presence, diversified service offerings, and ongoing investments in technology, we remain confident in our ability to drive sustainable growth. Our focus remains on delivering exceptional value to our clients, expanding our market share, and enhancing shareholder returns.

On behalf of the Board, I extend my gratitude to our shareholders, clients, and employees for their continued trust and commitment to AMIF. We look forward to another year of success and progress.

Toine Knipping

Chairman

25 April 2025

Chief Executive's Statement / Operating Review

Introduction

2024 has been a year of action and implementation, in which AMIF continued building on the strong foundations laid in the past. With a clear strategy in place, the Group is now focused on delivering on its commitments, translating its growth plans into tangible results, and maximising the opportunities unlocked by its successful IPO. The focus is now on disciplined execution, enhancing operational efficiency, strengthening client partnerships, and expanding market presence to solidify AMIF's position as a leading specialist fund services provider.

Overview

In FY24, AMIF has delivered on its strategic expansion plan as demonstrated by its regulatory approval for a fund administration license in Kazakhstan as well as in-principle approval in the United Arab Emirates ('UAE'). In parallel, the Group maintained its focus on organic growth through strategic investment in technology development and salesforce, yielding early positive returns evidenced by the launch of AMI-GO and 136 new business wins.

AMIF also completed the acquisitions of three entities from the Financial Markets and Management Services divisions of the Amicorp Group in December 2024. The acquired subsidiaries are complementary to the current services offered by AMIF and provide the Group with additional scale and growth potential.

Use of IPO proceeds

The placing that accompanied AMIF's IPO in June 2023 raised US$16.2 million before expenses, of which US$6.5 million was raised to enable the Group to invest into projects that aim to bring in future benefits. Due to the dynamic nature of these projects, completion progress and resource deployment are regularly reviewed by management to ensure alignment with objectives, maintain flexibility and optimise resource utilisation.

The table below shows an update on use of net IPO proceeds, after deducting placing and admission expenses of US$800k:

Organic Growth Strategy

The Group's organic growth strategy is centred on expanding its sales network and service offerings, enhancing IT automation, and improving operational efficiency to capture growth drivers and increase revenue from both new and existing clients.

Market expansion

Maintaining global footprint

An important aspect of the Group's organic growth strategy is to expand its service offering amongst current clients and maximise market outreach. The business has spent over 15 years establishing itself as the provider of a full suite of fund services across multiple jurisdictions and has built strong foundations for further growth.

AMIF has a diverse client base spanning international jurisdictions that are either traditional fund domiciles or areas where frequent investment and investment management activities are undertaken. To effectively cater to its clientele, AMIF currently operates in 18 strategic locations worldwide, covering all major time zones across MEAI, Europe, Central Asia and LatAm.

As anticipated, part of the IPO proceeds has been deployed towards maintaining an appropriate level of salesforce across the globe. While such investment in human capital has put temporary pressure on short-term profitability, the Group implements a rigorous process for the regular monitoring and assessment of its sales team to ensure that salespersons consistently achieve their targets and maintain successful performance. This process includes ongoing evaluations of sales activities, deal flows, and overall effectiveness. The sales team receives continuous feedback and guidance from management to help them meet their goals and enhance their success.

The success of AMIF's global footprint is also attributable to its centralised operation office setup. Through its operation offices in Mauritius and India, as well as the newly acquired office in the Republic of Philippines, the Group has access to a diverse talent pool, multicultural teams and multilingual support to provide round-the-clock services. The Group secures its core competitive advantage in terms of scalability and flexibility to adjust operations based on business needs, seasonal demands, and growth opportunities.

Licence development

Kazakhstan

In July 2024, Amicorp Fund Services (AIFC) Limited had its fund administration license approved by the Astana International Financial Centre ('AIFC'), Kazakhstan's leading financial hub, making it the first provider to be awarded a license in this important jurisdiction. While Kazakhstan was not part of the initial expansion roadmap, management has remained nimble in response to evolving global economic dynamics, reassessing opportunities to enhance market presence in high-growth regions.

Kazakhstan is strategically positioned at the centre of the New Silk Road investment corridor that links Asia and Europe and one that has seen a significant rise in foreign direct investments. The majority of goods currently exported from China and Central Asia to Europe go through Kazakhstan.

The strong investment flows make the AIFC an increasingly important hub for financial markets across Central Asia. It also offers attractive investment incentives and has a strong regulatory framework that aligns with international standards, making it a highly effective and secure platform to create and build fund structures for a wide range of investment needs. Those are expected to include real estate and private equity investment funds that focus on the infrastructure opportunities being established across Kazakhstan and the wider Central Asia region; funds that invest in venture capital that are benefitting from an uplift in technological innovation and are being supported by various government initiatives in the local market; funds that invest in alternative asset classes such as equities, fixed income instruments, commodities or other liquid assets; and funds that provide efficient and flexible vehicles to support specific wealth management plans.

The UAE

In December 2024, the Group received an in-principle approval letter from the Dubai Financial Services Authority ('DFSA') for its application for a Category 4 license which would allow the Group to offer fund administration services to funds established in the Dubai International Financial Centre ('DIFC'). Accordingly, the Group started processing the formation of Amicorp Fund Services (DIFC) Limited, by adhering to the administrative conditions set out by the DFSA.

Among the Gulf Cooperation Council ('GCC') and UAE, DIFC has become one of the major financial centres in the region where global family offices, asset managers and institutional investors from Europe and Asia have a significant presence. Its geopolitical advantages, strong regulatory environment and business-friendly policies have made DIFC a vital player in the international financial ecosystem, as global capital flows shift towards emerging markets. Management is pleased with the progress of the licensing application process, which will enable AMIF to establish a strategic presence in the region and capitalise on its growing financial market.

Growth plans

AMIF is expanding across all its key markets as part of a plan to accelerate its growth ambitions, both organically and through mergers and acquisitions.

Organically, the Group will continue to provide a comprehensive and tailored range of services, including fund set up and structuring, fund administration, investor services, governance and compliance services all of which are underpinned by market-leading technology solutions that support our clients across the value chain, from a single point of contact.

The growing complexity in regulatory and reporting demands presents opportunities for the Group, prompting plans to expand fund jurisdictional coverage and service offerings into areas such as AML support and CFO assist services, aiming to become a leading provider in these fields. A major portion of the IPO proceeds were set aside for this purpose, namely to develop new product and service offerings, increase marketability and build up a team of experienced and qualified officers.

In March 2024, the Group successfully launched an online AML/CFT e-learning tool, targeting all the directors, officers and employees who are associated with a Cayman Islands fund or investment management company, pursuant to a recent guidance note published by the Cayman Islands Monetary Authority ('CIMA'). The tool can be subscribed to as an additional offering under the Group's G&C business.

In parallel, the Group also invested in the required infrastructure to offer a brand-new AML/CFT framework documentation service, which was rolled out in April 2024. With this offering, the Group assists its Cayman Islands domiciled fund and fund management company clients to prepare an AML/CFT policy manual which is fully compliant with the latest CIMA regulation.

Investment in IT

The Group has always been committed to rolling out automated and innovative digital solutions that deliver greater operational and cost-saving efficiencies for fund managers, and equip them with the data and insights they need to be compliant and make better informed decisions on their investments.

AMI-GO

AMI-GO went live in March 2024, as a cloud-based onboarding platform developed in-house which streamlines the onboarding for fund managers, ensures key information is more accessible, accurate and secure, and better connects the people that matter when it comes to administrating their fund. This new platform also provides fund managers with a centralised source of information, allowing them to retrieve and upload financial, corporate and legal documents, such as subscription forms, source of fund declarations and KYC and/or AML records.

A series of marketing campaigns were launched alongside AMI-GO, featuring promotional materials such as a dedicated webpage and a YouTube video. Multiple demonstrations were conducted for prospective clients and industry peers to showcase the platform's capabilities and potential, resulting in various inquiries and new business wins.

Looking ahead to 2025, AMIF and its project team will continue collaborating with subject matter experts on the next phases of development, incorporating user feedback and enhancing system functionalities. This will support subsequent investor transactions, including switching, transfers, and redemptions, along with ongoing review and monitoring. Additionally, the team will extend dashboard and reporting capabilities. With AMI-GO, AMIF aims to address industry pain points, optimise user experience, and enhance operational efficiency.

NAV Automation Process

The Group continued its NAV automation process within existing IT systems, as the enhancement of system capability and use of advanced technology play a crucial role to the operational and financial success of the Group. During 2024, AMIF completed projects such as automated trade upload with key brokers, automatic generation of investor deliverables and the migration of the hosting server of its fund administration system. Although these achievements might not create a visible functionality for clients, they are seen as important stepping stones in driving efficiency and reducing the risk of human error.

With objectives to further automate mundane tasks, eliminate likelihood of human error, increase operational efficiency and achieve cost-savings, multiple IT projects relating to existing IT infrastructure were lined up, in the areas such as financial statement preparation, automated data feed, system integration and streamlining of workflows, all of which are expected to maximise operational efficiency.

In FY24, each operational staff member managed an average of 8.6 funds. With ongoing improvements in IT systems, further efficiency gains are expected, which could lead to significant cost savings and contribute to the growth of gross margins. Given that staff costs accounted for 60% of total revenue in FY24, these enhancements play a crucial role in optimising the Group's cost structure.

Inorganic growth

AMIF's business development is primarily driven by organic growth, with its sales teams in MEAI, Europe, and LatAm playing a crucial role. Moving forward, the Group is expected to continue this trajectory, simultaneously seeking suitable targets for M&A to bolster its growth.

The Group's strategy for inorganic growth through acquisitions is centred on several key objectives:

1. Enhancing Incremental EBITDA: Targeting acquisitions that will contribute positively to the Group's EBITDA.

2. Expanding Sales and License Networks: Acquiring entities that will expand AMIF's sales and license networks, thereby increasing its market reach and capabilities.

3. Acquiring Skilled Personnel: Focusing on targets that can bring in skilled workers, particularly in sales and operations, to strengthen AMIF's workforce.

4. Adding Economies of Scale: Integrating acquisitions that can bring economies of scale to AMIF's current operational model, improving cost-efficiency.

5. Strengthening Service Delivery Platform: Enhancing AMIF's existing service delivery platform, both in terms of efficiency and in the scope and quality of services offered.

6. Extending Client Base: Seeking acquisitions that will allow AMIF to expand its client base, contributing to long-term growth and market diversification.

AMIF will strategically select targets that align with these objectives, ensuring that each acquisition is a step towards enhancing its market position, operational efficiency, and overall profitability. Its immediate focus is to identify opportunities that can expand its client base, strengthen its sales and license networks, and facilitate entry into new markets.

Acquisitions from Amicorp Group

As part of AMIF's strategic efforts to pursue inorganic growth, several M&A opportunities were identified within the Amicorp Group.

Following the completion of internal processes and regulatory requirements, the Group announced in December 2024 the acquisitions of three wholly owned subsidiaries from the Financial Markets and Management Services divisions of Amicorp Group via two concurrent transactions, namely:

1. the acquisition of Amicapital Services Limited ('Amicapital') and Amicorp Financial Services Philippines Inc. ('AFSP'), (together, the 'BPO Unit'); and

2. the acquisition of Amicorp Trustee (India) Private Limited ('ATIPL')

The combined value of the Acquisitions from Amicorp Group was US$4.5 million, which was offset against the existing receivable balance due from the Amicorp Group. They also added 115 employees to AMIF's global team and marks a significant step in the company's growth trajectory.

The Acquisitions from Amicorp Group were deemed to be a related party transaction to AMIF. Toine Knipping, the Chairman of AMIF and the Chief Executive Officer of the Amicorp Group, has recused himself from all AMIF Board discussions on the Acquisition. The independent directors, being Kathy Byrne and Patrick Byron, considered that the terms of the acquisitions are fair and reasonable insofar as shareholders are concerned.

Acquisition of the BPO Unit

Amicapital Services Limited is a private company registered in Cyprus on 5 September 2023, while Amicorp Financial Services Philippines Inc. was incorporated in the Republic of the Philippines on 17 May 2012. The BPO Unit specialises in business process outsourcing services, including accounting, administration, and back-office support, complementing AMIF's existing offerings.

Its major customer is a global leader in credit ratings and research (the 'BPO Customer'), which has been a long-standing client of Amicorp Group since 2012. Following a contract novation, Amicapital and the BPO Customer entered into a master service agreement on 1 June 2024 that outlines the service scope, including the sourcing, analysis, and reporting of financial data for banks, insurance companies, and non-bank financial institutions (NBFIs). Compensation is calculated and charged based on the number of reports generated and Amicapital is expected to generate approximately 11,000 reports per year. Revenue generated for the period from 1 June 2024 to 31 December 2024 amounted to US$865k.

AFSP maintains an office in Davao City in the Republic of the Philippines, where 108 employees are based to deliver of the aforementioned services. Service delivery is held to stringent standards of accuracy and timeliness. As part of quality checks, the BPO Customer performs regular audit of the deliverables to ensure that the agreed-upon accuracy percentages are consistently met; otherwise, financial penalties may be triggered.

This acquisition brought in strategic merits and benefits to AMIF, by extending its client base, as well as strengthening the service delivery platform by adding a skilled workforce in the Republic of the Philippines.

Acquisition of ATIPL

Amicorp Trustee (India) Private Limited is a private company incorporated in India on 11 January 2012, under the Companies Act, 1956. Authorised by the International Financial Services Centres Authority (IFSCA) of India, ATIPL provides a broad range of general and financial management consulting, administration, and trusteeship services. ATIPL specialises in fund services and fund setup, family succession planning, family office solutions, and company management. With a strong emphasis on compliance, it also assists clients in navigating the complexities of regulatory requirements.

With a team of six operational employees, ATIPL manages over 180 Alternative Investment Fund ('AIF') schemes, offering expertise in structuring, administration, and ongoing maintenance while ensuring adherence to evolving legal and compliance frameworks. The firm provides regulatory and operational support to some of the most well-regarded names in the industry. For corporate clients, ATIPL offers registered office services, directorship, and company management, covering everything from incorporation to daily operations, ensuring continued compliance and corporate governance.

In addition to fund and corporate services, ATIPL supports private clients with estate and succession planning solutions, including the drafting of wills, trust formation, and the establishment of escrow, Employee Benefit Trusts (EBT), and Employee Stock Ownership Plan (ESOP) trusts. These services encompass the formation of legal structures, accounting, tax filings, and administrative support, ensuring seamless execution and compliance for clients' long-term financial objectives.

The acquisition of ATIPL adds strength and depth to AMIF's existing presence in India, upgrading its market reach and capabilities and enabling the Company to offer services to external clients in India, being one of the fastest growing major economies in the world. It also allows for further consolidation of AMIF's administration solutions to support family offices, asset managers and institutional investors.

Financial Performance Overview

The Group benefits from stable and non-cyclical revenue streams, largely attributed to ongoing contracts with both open-ended and closed-ended fund clients. Open-ended fund clients offer perpetual contractual relationships, with their longevity contingent on avoiding substantial redemptions. In contrast, closed-ended fund clients typically engage in fixed-term investments with possible extensions (e.g., an initial three-year term with options for a three-year and a further one-year extension, or other durations as outlined in the fund's PPM). The usual duration of these closed-ended fund contracts ranges from five to seven years.

Revenue for the Group is primarily derived from fees based on a percentage of AUM, subject to a minimum fee threshold. Alternatively, it can be a combination of a fixed minimum fee plus a variable component also based on AUM.

Consistent Recurring Revenues

AMIF's revenue is characterised by its predictability and regularity, underpinned by strong client retention. The Group's role as a fund administrator affords it up-to-date financial insights on its clients, which aids in reducing the risk of unpaid fees.

Cashflow visibility

To comply with AML and KYC regulations in various jurisdictions, the Group, in its role as fund administrator, holds significant control over clients' bank accounts, either as the sole or joint signatory. This control extends to treasury management, where the Group manages and approves payments to entities like asset managers, legal advisors, auditors, custodians, and other service providers. This management of fund accounts not only limits bad debt but also enhances AMIF's cash flow visibility and management, crucial for meeting financial obligations. The Group's approach to client service is marked by transparency, especially regarding fees, which minimises disputes over charges.

Automation and improvement of profit margin

Since establishing a fund administration team in Bangalore in 2007, AMIF has focused on automating operations and improving efficiency. This has allowed the Group to manage an increasing number of funds without a significant rise in costs, thus maintaining or improving profit margins. Despite almost doubling the number of fund clients from 284 in 2020 to 567 in 2024, the Group's direct costs have only increased by around 53%. This economy is attributed to continuous technological advancements and partnerships, essential for our scalability and further operational efficiency.

Client development

Client retention

AMIF's fund clients and client structures typically have a lifespan of between five to ten years. Due to the nature of the Group's business, it is difficult for its clients to replace service providers once they have been engaged for fund administration services. Transferring services to another provider involves time-consuming legal and administrative processes and additional costs for funds.

Diversification of client base

The Group has a well-diversified client base of more than 560 funds and client structures. Except for the Group's arrangement with Amicorp Group pursuant to the Intragroup Outsourcing Agreement and the newly acquired BPO Customer, there is no concentration on revenue and the Group's top ten fund clients and structures have represented less than 10% of revenue for each of the last four years.

Cash position

As at the end of 2024, AMIF had circa US$3.1 million (2023: US$3 million) cash in hand whilst remaining debt free. The Group has already started to allocate the IPO proceeds towards IT investments and business developments. This includes expanding the sales team, obtaining new licences and expanding the Group's Governance and Compliance services division.

People/workforce/employees

Senior management change

Robin Hoekjan, Chief Operating Officer ('COO'), was appointed as an Executive Director in September 2024 and continues to perform his COO role following this appointment to the AMIF Board of Directors. He has a wealth of experience in the fund administration industry having worked across many jurisdictions, including London, Amsterdam, Luxembourg and Dubai. As COO, his knowledge has helped drive operational excellence and IT advancement across the Group.

Before joining AMIF, Robin spent years in various leadership roles, including Global Head of Onboarding and Investor AML/KYC at a global professional services firm. He also served as Head of Depositary Services at a specialised administration services company, as well as having held several roles in a number of fund management firms, focusing on portfolio management and deal making in listed securities, private equity and venture capital.

As part of these Board changes, Kiran Kumar stood down from his position as an Executive Director of the Company, to focus on business development and promotion of the Group's BPO Services division.

Employee summary

The following table summarises the Group's employees by geographical location as at each year end:

The Group is committed to fostering a diverse workforce, encompassing individuals from a wide range of backgrounds, geographies, cultures, and experiences, while also ensuring the competitiveness of the team. Despite the increase in size of Luxembourg team because of the Group's recognition of its importance as a strategic hub, the slight reduction in overall headcount (excluding acquisitions) came as a result of a comprehensive evaluation of employee performance, in alignment with the Group's continuous drive to optimise operations. This adjustment supports a strategic emphasis on sustaining a high-performing team, ensuring that resources are effectively aligned with the Group's key business goals.

The Group is pleased to welcome 115 operational employees who have joined AMIF along with the acquired client portfolio from the Amicorp Group. Management believes that it is essential to maintain the highest standards of service delivery and ensure continuity for our end customers throughout the integration process.

Outlook

Following the year-end, the Group has continued to grow the number of funds under administration with a total of 36 new wins as of the date of this announcement.

The Group is poised to benefit from converting its pipeline of funds into active funds, with an emphasis on appreciating the potential launch rate and acknowledging the lag in revenue conversion. This transformation will be bolstered by AMIF's ongoing expansion into new geographies, particularly with revenues starting to flow from previous investments in regions like Kazakhstan, Chile, Luxembourg, Singapore and Hong Kong. Although it has put temporary pressure on short-term profitability, the Group regularly reviews its strategies and closely monitors its results, in order to achieve long-term sustainable growth and future competitiveness.

The acquisitions completed during FY24 have further expanded the Group's service offerings, particularly enhancing its ability to serve capital market participants. These additions complement existing fund services and strengthen AMIF's position as a one-stop solution provider for a broader range of customers and industries. Subsequent to year-end, new mandates with an annual contract value of US$1.1 million across capital market outsourcing services, including administration of AMC in Luxembourg and calculation and verification agency services in LatAm were transferred into AMIF. These demonstrate AMIF's strategic direction in serving a wider spectrum of financial instruments and client types.

In January 2025, the newly acquired ATIPL announced its partnership with HSBC (The Hong Kong and Shanghai Banking Corporation) to provide tailored family succession solutions. This partnership offers bespoke estate and succession planning services, including advisory and legal support, next-generation education and training, and wealth preservation strategies. By leveraging HSBC's expertise and AMIF's deep understanding of family business dynamics, we empower families with the tools, resources, and guidance to ensure a seamless transition of wealth and business ownership across generations, fostering long-term success and stability.

The Group remains committed to investing in technology to drive operational efficiency and service excellence. Building on the successful launch of AMI-GO, we continue to evaluate opportunities for further technological integration, including potential applications of artificial intelligence ('AI') to enhance operational workflows. While AI presents a possible option, we are also considering other advanced technologies that could optimise fund administration processes, improve compliance, and enhance data analysis. We are continually assessing our IT infrastructure to identify solutions that will strengthen both client experience and internal efficiencies.

With these strategic developments, the Board remains focused on positioning the Group for long-term growth and operational resilience. By continuing to execute its initiatives, the Group aims to enhance efficiency, support margin recovery, and create value for stakeholders while adapting to evolving market dynamics.

Kin Lai

Chief Executive Officer

25 April 2025

Finance and Operation Review

Key Performance Indicators (KPIs)

The Group uses a number of both IFRS and non-IFRS KPIs to measure its performance. The Group operates a framework whereby the same KPIs are monitored throughout the business, be that at divisional or jurisdictional level. These KPIs used may not be directly comparable with similarly titled measures used by other companies.

The Group constantly reviews its management information and KPIs to ensure that the Board has adequate and appropriate oversights of the business. If necessary, the Group might plan to introduce necessary non-financial KPIs in FY25.

IFRS KPIs

Revenue and segment results are reviewed by the Group on a regular basis to assess performance. These are assessed at a Group, divisional and jurisdictional level. These KPIs are monitored against budgets and targets.

Non-IFRS KPIs

The principal non-IFRS KPIs that the Directors believe have had, and will continue to have, a material effect on its operations, results and financial condition include:

· Client base;

· Payroll and remuneration costs as a percentage of revenue; and

· Operational efficiency.

Client Base

*Approximately 60% of the funds terminated in FY24 are a result of the Group's initiative to clean-up non-revenue generating launching funds, in an attempt to refocus its pipeline.

The number of funds administered is impacted by the ability of the Group and its sales officers to obtain new fund clients. The Group has been partially reliant on receiving new client introduction and work referrals from Amicorp Group and its affiliated businesses, and from the Group's established referral relationships with on-shore and off-shore legal advisers, asset management businesses, independent advisors and consultants, accounting firms and other professional intermediaries.

Over the course of 2024, the total number of funds has grown organically at an annualised rate of 13.2% from 501 on 1 January 2024 to 567 on 31 December 2024, laying a solid foundation for the future growth of Fund Administration.

While the 31% growth in number of new wins is in line with management's expectation arising from the investment in the Group's salesforce, the Group experienced an increased level of terminations in 2024 arising from the following:

· Withdrawal of investors' commitment or investment owing to unfavourable market conditions;

· Voluntary closure of funds due to restructuring or changes in investment strategy; and

· Clean-up of non-revenue generating launching funds which no longer seek to fund-raise.

It is also important to note that a major portion of recurring income from fund administration services is only realised upon successful fund launch. The timing of a fund launch is influenced by external factors like fund raising capability of fund managers, approval process of relevant authorities, economic conditions and market sentiment. 307 out of 567 funds were active as at 31 December 2024, representing an 3.4% increase as compared to 297 active funds as at 31 December 2023, though the proportion of active funds has declined as many new wins in FY24 are still undergoing the fund launch process.

Payroll and remuneration costs as a percentage of revenue

The largest expense incurred by the Group relates to payroll and remuneration costs, which comprise salaries and wages and discretionary bonuses that are paid to staff that meet their respective targets.

The Group monitors payroll and remuneration costs as a percentage of revenue, with the historical trend as follows:

Payroll and remuneration costs from the organic business increased by US$836k, or 11.6%, to US$8 million in FY24, compared to US‎‎$7.2 million in FY23. The major incremental payroll and remuneration costs represent the Group's increased investment in senior sales employees to enhance its outreach to potential customers in strategic locations including Hong Kong, Singapore, Luxembourg and Brazil. The Group's operation and compliance team were also strengthened to provide adequate workforce, capability, and expertise to cope with new business opportunities arising from the continuous sales and marketing efforts, together with local fiscal, tax, and economic reforms.

The expansion in these offices is vital to building a pipeline for future organic growth. As anticipated during the IPO and in line with the adopted business strategies, such investment in human capital is expected to continue. Although it has put temporary pressure on short-term profitability, the Group regularly reviews its strategies and closely monitors its results, in order to achieve long-term sustainable growth and future competitiveness.

Alongside the core business, the Group also recorded US$1.1 million (FY23 restated: US$1.1 million) additional payroll and remuneration costs from the 100+ workforce who joined AMIF along with the acquired subsidiaries. Management believes it is essential to maintain the highest standards of service delivery and ensure continuity for our end customers throughout the integration process.

Operational efficiency

Operational efficiency is another key metric the Group regularly reviews in order to maximise resource utilisation and drive down costs. The Group has policies in place where it is mandatory for client facing and back office employees (together, 'Operational Employees') to submit timesheets on a weekly basis so that the Group can better monitor employees' time spent on standard tasks.

The Group measures operational efficiency of its Fund Administration division by computing the number of funds handled by each Operational Employee under that division ('Fund Operational Employee'):

The number of funds handled by each Operational Employee has increased from 7.5 in 2023 to 8.6 ‎in 2024. Such improvement represents the result of the Group's efforts in standardisation of workflow, system automation and enhancement of operation process.

The Group believes that the successful maintenance of such levels of operational efficiency is essential to display the scalable characteristic of its business model. It also lays the foundation for AMIF to execute its organic and inorganic growth strategies.

Group Income Statement for the Year Ended 31 December 2024

Acquisitions from Amicorp Group

In the reported Group income statement, the results of Amicapital, AFSP and ATIPL acquired from the Financial Markets and Management Services divisions of Amicorp Group were included as follows:

The Acquisitions from Amicorp Group have brought in revenue of US$2.2 million (FY23 restated: US$1.8 million) under the Business Process Outsourcing division, resulting in a contribution of US$838k EBITDA (FY23 restated: US$304k) to the current year result of AMIF and demonstrating the immediate accretive impact on the Group's profitability. The improved margin profile underscores the strategic fit of these acquisitions, as they bring a stable revenue base, an expanded workforce, and enhanced service capabilities. The addition of the BPO unit has strengthened AMIF's positioning in outsourced financial data services, while ATIPL's expertise in fund administration and trustee services bolsters AMIF's offering in India's high-growth market.

Post-listing expenses

Included in EBITDA, the Group incurred post-listing expenses amount to US$1,537k (FY23: US$943k) which represent one-time or recurring expenses arising from listing obligations which was dependent on successful admission. Examples of post-listing expenses include the carved-out subscription to certain IT systems such as finance and accounting systems, Microsoft licenses and hosting services.

Effective from Admission, the Group also incurred additional expenses such as statutory listing fee, professional indemnity insurance which were previously covered by Amicorp Group, as well as the engagements of ongoing professional advisers for listing rule compliance.

These expenses are expected to continue in medium to long term. Their impact on profitability is believed to be compensated by the long-term benefits arising from the IPO.

Income tax expense

Income tax expense decreased in FY24 to US$353k (FY23 restated: US$648k), primarily due to the absence of notional tax expense recognised in FY23 under merger accounting principles for the Luxembourg subsidiary, the non-recurring nature of IPO-related expenses that were non-deductible in FY23, and an increase in non-taxable profit in FY24 from foreign-sourced revenue that was not subject to local taxation.

As a result, the Group's effective tax rate as a percentage of profit before income tax in FY24 was 33.5% (FY23 restated: 61.8%, excluding notional tax expense). The Group has accumulated unused tax losses of US$8.1 million for which no deferred tax assets have been recognised (FY23 restated: US$4.9 million). Such tax losses, if utilised, could benefit the tax position of the Group in the future.

Earnings per share ('EPS')

Basic and diluted EPS increased to US$0.58 cents in FY24 from US$0.15 cents in FY23 (restated).

Organic Business Performance

Revenue

Revenue by operating segments for the year ended 31 December.

Revenue in FY24 increased by 4.9% to US$13.4 million (FY22: US$12.8 million), which was contributed by:

Revenue by geography for the year ended 31 December

1 MEAI refers to geographical region of Middle East, Asia and India.

The Group's geographical revenues from the organic business remained largely consistent across FY23 and FY24.

Such movement is in line with the Group's expectations and supports its long-term business goals by reducing the impact of short-term market volatility. By maintaining a balanced geographical revenue mix, the Group ensures its portfolio benefits from the growth potential of different regions over time while mitigating country-specific risks, sector-specific challenges, and everyday competitive pressures.

Divisional Performance Review

For the year ended 31 December 2024 ('FY24')

For the year ended 31 December 2023 ('FY23')

Fund Administration segment delivers gross profit margin of 51.6% in FY24 (FY23: 58.8%). The decline reflects the increase in operational headcount in strategic locations such as Luxembourg and Singapore to meet evolving regulatory requirements and strengthen the robustness of our operations. These strategic investments ensure compliance and enhances our ability to support clients effectively in a complex regulatory environment.

Business Process Outsourcing segment consistently delivers the highest gross profit margin among the 3 business divisions. With Kiran Kumar focusing on the business development and promotion of this division, the Group expects to capture market demands for CFO and CFO-assist services and maintain similar margin in this segment.

The gross profit margin of the Governance and Compliance segment dropped from 63.4% in FY23 to 59.4% in FY24, due to the setup of a compliance support team in Mauritius and the expansion of a similar team in India. These strategic investments are essential to strengthening our operational capabilities and building a solid foundation for the future growth of the Governance and Compliance Services division, ensuring the Group can meet increasing regulatory demands and client needs at scale.

Payroll and remuneration costs

Payroll and remuneration costs from the organic business increased by US$836k, or 11.6%, to US$8 million in FY24, compared to US‎‎$7.2 million in FY23.

Please refer to non-IFRS KPIs section above for details of movement of payroll and remuneration costs.

Rent and occupancy

Rent and occupancy includes cost recharged by Amicorp Group for their subletting and property service rendered to the Group based on various intercompany service agreements. At the same time, the Group charged to depreciation expenses in accordance with the adoption of IFRS16 for its four leases with third party landlords.

The increase of rent and occupancy by US$123k, or 28.6% to US$553k in FY24 compared to US$430k in FY23 was largely due to the inclusion of annual rental expense of the demerged Luxembourg office.

Professional fees

Professional fees represent accounting, audit and tax compliance service fees for certain subsidiaries of the Group, legal fees for licensing application and legalisation of documents, as well as professional outsourcing relating to ordinary business.

The increase of professional fees by US$627k, or 58.7% to US$1.7 million in FY24 compared to US$1.1 million in FY23 was attributed to post-listing related compliance and advisory expenses. In addition, the Group also incurred additional spending towards statutory and tax reporting obligations for the demerged Luxembourg subsidiary.

IT expenses

IT expenses comprise of the fees incurred for the use of the fund administration systems, Bloomberg terminal and other business-related systems.

IT expenses decreased from US$657k in FY23 to US$615k in FY24. The cost of investing in the AMI-GO development and NAV automation projects was more than offset by savings in subscription fees on the local fund administration system in Chile as part of the Group's initiative to centralise the usage of its global system.

Other operating expenses

Other operating expenses consist of sales and marketing expenses, travelling expenses, statutory fees, office expenses, and other administrative expenses.

Other operating expenses increased to US$1.9 million in FY24 from US$1.6 million in FY23. During FY24, the Group continued its marketing efforts by strengthening global business development through direct client interactions, active participation in professional associations and organisations, and sponsoring business development events to enhance its market presence and expand its client base.

As is customary for professional services firms, the Group continued to purchase Professional indemnity insurance to protect the business.

Stephen Wong

Chief Financial Officer

25 April 2025

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

CONSOLIDATED STATEMENT OF TOTAL COMPREHENSIVE INCOME

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Footnote below applies to both the years ended 31 December 2024 and 31 December 2023:

*The common control acquisitions described in Note 2a in the year ended 31 December 2024 have been accounted for in accordance with merger accounting policies (Note 3c), as if the acquired businesses had always been part of the Group. As a result, the merger reserve arising from these acquisitions has been adjusted to the opening balance of the pre-acquisition merger reserve and restated to US$2,027k as of 1 January 2023, the earliest period included in these consolidated financial statements. For details, please refer to the Reconciliation of Comparatives section.   

Footnotes below are related to the prior year ended 31 December 2023:

1This represented the share capital of the Company, immediately prior to being inserted as a holding company of the Group in the year ended 31 December 2023. The share capital amounted to US$62k on its incorporation date being 3 March 2023, and increased to US$114k on 23 May 2023 due to additional share issuance. According to the merger accounting principles outlined in Note 3(c), the Group was treated as if the Company, together with its subsidiaries, had collectively existed and been merged throughout the comparative accounting periods. As a result, the share capital of US$114k was presented as the opening balance as of 1 January 2023 in the consolidated financial statements.

2 On 8 June 2023, the Company successfully raised gross proceeds of US$6.47 million through a placing of 6,468,000 ordinary shares, at the par value of US$0.001 each share. The difference between the placing price and the nominal value of the shares constitutes the share premium.

3 The total amount of US$473k, which represented incremental costs directly associated with the issuance of new shares, was deducted from equity for the year ended 31 December 2023, in line with IAS 32. Out of this total, US$53k had already been expensed in prior years, contributing to the success of share issuances in 2023, and therefore was reclassified from retained earnings to share equity, as a result. See accounting policies in Note 3(k).

4 The balance as at 1 January 2023 represented certain net earnings of prior years according to the carve-out principles of the HFI included in the listing prospectus dated 5 June 2023, at the time when the Group was previously not yet formed as a separate standalone legal entity or group of entities.

5 Pre-listing dividends of US$3.4m for the year ended 31 December 2023 had been declared by Amicorp Fund Services Asia Limited, before the Company, Amicorp FS (UK) Plc, was inserted on 26 May 2023 as the holding company of the Group, in line with the listing prospectus dated 5 June 2023.

6 Merger accounting was used for the Company inserted as the holding company of the Group in the year ended 31 December 2023, by way of receiving transferred shares of certain entities under common control as part of the carve-out reconstruction, given the ultimate controlling parent remained the same at the time. This merger reserve represented the excess of received entities' net assets over the transfer consideration, under the predecessor method. The details regarding the accounting policy for the merger reserve were described in Note 3(c) of the prior consolidated financial statements in the 2023 annual report.

CONSOLIDATED STATEMENT OF CASH FLOWS

1 The US$4.5 million consideration for the common control acquisitions (Note 2a) was settled non-cash by offsetting the related party receivable balance. Under merger accounting, the acquired entities are accounted for as if always part of the Group, with the settlement reflected in the restated 2023 related party receivable balance in the comparative figures. See Reconciliation of Comparatives for details.

2 These tax settlements were dealt via the Amicorp Group before the IPO carve-out completion in May 2023. For details, see Note 9(b) of the prior consolidated financial statements in the 2023 annual report.

The reconciliation tables below provide restated financial information for the year ended 31 December 2023, illustrating the consolidated comparatives derived from the 2023 annual report, adjusted for the current year's common control acquisitions in accordance with merger accounting principles.

RECONCILIATION OF COMPARATIVES

Consolidated Unaudited Statement of Total Comprehensive Income

for the year ended 31 December 2023

1 This represents the prior-year profit or loss accounts for entities acquired under common control in December 2024, presented in accordance with merger accounting principles, as if they had always been part of the Group, as described in Note 3(c).

RECONCILIATION OF COMPARATIVES (CONTINUED)

Consolidated Unaudited Statement of Financial Position as at 31 December 2023