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Robus Group AS

Interim / Quarterly Report Feb 28, 2025

6095_10-k_2025-02-28_a1bfe49a-8ec2-4b85-9ff1-9c64fb22b766.pdf

Interim / Quarterly Report

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2024

Unaudited Consolidated Interim Report

1

Admirals Group AS

Admirals Group AS

2

Unaudited Consolidated Interim Report 2024

Commercial Registry no. 11838516
Address Maakri 19/1, Tallinn, 10145
Telephone +372 6 309 300
E-mail [email protected]
Main area of activity Holding company
Beginning and end date of financial year 01. January - 31. December
Chairman of the Management Board Alexander Tsikhilov
Members of the Management Board Andrey Koks
Anton Tikhomirov
Eduard Kelvet
Lauri Reinberg
Chairman of the Supervisory Board Anatolie Mihalcenco
Members of the Supervisory Board Dmitri Lauš
Priit Rohumaa
Juri Kartakov
Olga Senjuškina

Table of Contents

Highlights 4
Management Report 5
Our Company 6
Financial Review 10
Interim Financial Statements 15
Statement of Financial Position 16
Statement of Comprehensive Income 17
Statement of Cash Flows 18
Statement of Changes in Equity 20
Notes to the Interim Financial Statements 21
Note 1. General Information 22
Note 2. Risk Management 22
Note 3. Due from Credit Institutions and Investment Companies 23
Note 4. Financial Assets and Liabilities at Fair Value Through Profit or Loss 23
Note 5. Loans and Receivables 24
Note 6. Liabilities and Prepayments 24
Note 7. Leases 25
Note 8. Subordinated Debt Securities 26
Note 9. Off-Balance Sheet Assets 28
Note 10. Share Capital 28
Note 11. Segment Reporting 29
Note 12. Net Income from Trading 29
Note 13. Operating Expenses 30
Note 14. Transactions with Related Parties 31

Highlights 2024

  • The group net trading income was EUR 38.4 million (2023: EUR 40.9 million, 2022: EUR 69.0 million and 2021: EUR 35.7 million)
  • EBITDA* was EUR 0.9 million (2023: EUR -6.5 million, 2022: EUR 27.4 million and 2021: EUR 2.6 million).
  • EBITDA margin was 2% (2023: EUR -16%, 2022: 40% and 2021: 7%).
  • Net profit (loss) was EUR -1.6 million (2023: EUR -9.7 million, 2022: EUR 24.3 million and 2021: EUR 0.1 million).
  • Net profit margin was -4% (2023: -24%, 2022: 35% and 2021: 0.4%).
  • Cost to income ratio was 110% (2023: 123%, 2022: 65% and 2021: 106%).
  • Number of active clients** in the Group went down by 52% to 43,332 clients compared to 2023 and is down by 22% compared to 2022 (2023: 89,764, 2022: 55,242 and 2021: 49,080).
  • Number of active accounts*** in the Group went down by 43% to 63,249 clients compared to 2023 and is down by 10% compared to 2022 (2023: 110,471, 2022: 70,346 and 2021: 63,231).
  • Number of new applications in the Group went down by 64% to 95,782 applications compared to 2023 and is down by 37% compared to 2022 (2023: 266,779, 2022: 151,116 and 2021: 123,714 new applications).
  • In 2024 Admirals Group AS has entered into an agreement to sell its wholly owned subsidiary, Admirals AU PTY Ltd (Australia), a licensed investment company, to a non-related party, as part of the Admirals group's ongoing optimization of its geographic focus.
  • Admirals Group AS has sold its 62% shareholding in AMTS Solutions OÜ.

* Earnings before interest, taxes, depreciation and amortization.

**Active clients represent clients who traded at least once in the respective of year.

***Active accounts represent accounts via which at least one trade has been concluded in the respective of year.

Management Report

The following chapter outlines the founding and licensing history and growth of Admirals Group AS and all of its constituent companies.

Management

The following chapter outlines the founding and licensing history and growth of Admirals Group AS and all of its constituent companies.

report

Group Overview

ADMIRALS GROUP AS was founded in 2009 to incorporate financial companies from different countries to form a multinational group of companies operating under a joint trademark – Admirals (hereinafter referred to as "Admirals," or "the Group").

As a pioneer in financial markets since 2009, Admirals is a market leader in quality with a global digital presence. We create in-house software solutions for trading and investing, both B2C and B2B, making the financial markets accessible across the globe.

The main focus of the Group is the development of trading and investment services (mainly leveraged and derivative products) for retail, professional, and institutional clients. Customers are offered leveraged Contracts for Difference (CFD) products in the over-the-counter market, including Forex, indices, commodities, digital currencies, stocks, and ETFs, as well as listed instruments.

Admirals is aiming to provide financial freedom to 10 million people by 2030. This means that the Group is also developing the required approach to target beginner-level and experienced clients in equal measure to make the overall goal attainable.

In addition to this, the Group focuses on educating experienced traders and training new enthusiasts as well. Targeting new segments of clients, as a significant strategic approach, allows for further expansion of the business.

From 2025, the licensed investment companies constituting the consolidation group include Admiral Markets AS, Admiral Markets UK Ltd, Admirals Europe Ltd, Admiral Markets AS/ Jordan LLC, Admirals SA (PTY) LTD, Admiral Markets Canada Ltd, Admirals KE Limited, Admirals SC Ltd, and Admirals MENA Ltd.

In 2024 the Company sold Admirals AU Pty Ltd, a licensed investment company, to a non-related party, as part of the Admirals group's ongoing optimization of its geographic focus.

The companies belonging to the Group have nine licenses: from the Estonian Financial Supervisory Authority (EFSA) for Estonia, the Financial Conduct Authority (FCA) for the UK, the Cyprus Securities and Exchange Commission (CySEC) for Cyprus, Jordan Securities Commission (JSC) for Jordan, Financial Sector Conduct Authority (FSCA) for South Africa, Investment Industry Regulatory Organization of Canada (IIROC), Capital Markets Authority for Kenya, the Financial Services Authority (FSA) for Seychelles, and Securities and Financial Services Regulatory Authority (FSRA) for Abu Dhabi (United Arab Emirates, UAE). No business activities have been conducted yet in UAE.

Admiral Markets AS role is that of a significant intra-group service provider. In line with the Group's strategy, subsidiaries of Admirals Group AS hedge the risks arising from their clients' transactions in their sister company – Admiral Markets AS, which is also their overall liquidity provider.

Other companies within the consolidation group at the time of publishing include Runa Systems LLC, AM Asia Operations Sdn. Bhd, PT Admirals Invest Indonesia LLC, Admirals Nordic OÜ, Admiral Markets Europe GmbH (Germany), Admiral Markets France (Société par actions simplifiée), Admiral Markets Espana SL (Spain), Admirals Digital Limited, Admirals Liquidity Limited (Ireland), Admirals Financial Services India Private Limited, Moneyzen OÜ and its subsidiary Moneyzen Collateral Agent OÜ.

Runa Systems LLC, AM Asia Operations Sdn. Bhd and Admiral Markets Europe GmbH offer IT and other intragroup services. Admirals Nordic OÜ, PT Admirals Invest Indonesia LLC, Admiral Markets France SAS, Admiral Markets Espana SL, Admirals Digital Limited, Admirals Liquidity Limited, Admirals Financial Services India Private Limited and Admirals MENA Ltd. are inactive at the moment.

Admirals Group AS Structure

The structure of Admirals Group AS, is valid as of the date of this report's disclosure:

Management of Admirals

At the time of the preparation of this report, the main shareholders of Admirals Group AS (holding over 10% of the voting rights represented by their shares) are:

  • DVF Group OÜ (1,225,000 shares, representing 49.0% of the total number of shares), the sole shareholder of which is Alexander Tsikhilov;
  • Alexander Tsikhilov (684,375 shares, representing 27.375% of the total number of shares);
  • Laush OÜ (440,000 shares, representing 17.6% of the total number of shares), the sole shareholder of which is Dmitri Lauš.

Supervisory Board of Admirals Group AS

At the time of publication of the annual report, Admirals Group AS' Supervisory Board is composed of five members:

Supervisory Board of Admirals Group AS

Anatolie Mihalcenco

Juri Kartakov Member of the Supervisory Board

Chairman of the Supervisory Board Member of the Supervisory Board Olga Senjuškina

Member of the Supervisory Board Priit Rohumaa

Member of the Supervisory Board

Management Board of Admirals Group AS

Lauri Reinberg Member of the Management Board

Eduard Kelvet Member of the Management Board

Management Board declaration

The unaudited interim report of Admirals Group AS consists of the management report and financial statements.

The data and the additional information provided by Admirals Group AS in the 2024 interim report are true and complete.

The accounting policies adopted in the preparation of the financial statements are in accordance with the International

Financial Reporting Standards as adopted by the European Union and give a true and fair view of the financial position, financial performance, and cash flow of the entity. The financial statements of the interim report of 2024 are unaudited.

Financial review

Main consolidated financial indicators of Admirals Group AS

Income statement
(in millions of euros)
2024 2023 Change 2024 vs 2023 2022 2021 2020
Net trading income 38.4 40.9 -6% 69.0 35.7 62.2
Total operating expenses 42.4 50.3 -16% 44.7 37.8 40.6
EBITDA 0.9 -6.5 114% 27.4 2.6 23.4
Net profit (-loss) -1.6 -9.7 84% 24.3 0.1 20.7
EBITDA margin, % 2% -16% 18 40% 7% 38%
Net profit (-loss) margin, % -4% -24% 20 35% 0.4% 33%
Cost to income ratio, % 110% 123% -13 65% 106% 65%
Business volumes
(in millions of euros)
2024 2023 Change 2024 vs 2023 2022 2021 2020
Due from credit institutions
and investment companies
60.3 60.0 0.5% 72.0 45.7 53.2
Debt securities 0 3.4 -100% 5.5 7.6 8.7
Shareholders' equity 69.3 70.4 -1.6% 82.9 59.3 61.1
Total assets 79.8 82.0 -2.7% 98.2 71.9 75.2
Off-balance sheet assets
(client assets)
91.3 99.0 -8% 86.0 99.2 82.2
Number of active clients 43,332 89,764 -52% 55,242 49,080 48,341
Number of active
accounts
63,249 110,471 -43% 70,346 63,231 62,854
Number of employees 234 290 -19% 294 300 340

Equations used for the calculation of ratios:

EBITDA margin, % = EBITDA / Net trading income EBIT margin, % = EBIT / Net trading income Net profit margin, % = Net profit / Net trading income Cost to income ratio, % = Operating expenses / Net trading income

Net Trading Income

In 2024, the Group's net trading income was EUR 38.4 million, this is a 6% decrease from EUR 40.9 million the previous year. The number of active yearly clients decreased by 52%. The value of trades went down 42% year-on-year in 2024, reaching EUR 510 billion. The number of trades decreased by 37.5% to 35 million compared to 2023.

In 2024 Commodity CFDs products accounted for 29% of total gross trading income, an increase of 4% yearon-year. Indices CFDs accounted for 45% of total gross trading income, an increase of 4% year-on-year. Forex accounted for 25% of total gross trading income, a decrease of 8% year-on-year. Forex decreased mainly due to an increase in commodities and Indices CFDs. The share of other products, such as stocks, ETFs, etc. made 1% of total gross income in 2024.

Expenses

Operating expenses decreased by 16%, which was mainly due to the decrease in personnel, marketing, and outsourced services costs.

The largest share of total operating expenses for the Group comes from personnel expenses. Personnel expenses decreased by 12% to EUR 13.4 million in 2024, which accounts for 32% of total operating expenses. There was a decrease in personnel expenses mostly due to the result of strategic initiatives designed to enhance organizational structure. During 2024 Group employed 19% less employees, with a total of 234 employees by the end of 2024.

In 2024, marketing expenses were EUR 8.7 million which is a 34% decrease year-on-year and account for 21% of total operating expenses.

IT costs have increased by 6% which reflects the enhancement of our technological capabilities in 2024.

Net Profit (Loss)

The Group's net loss was EUR 1.6 million in 2024, compared to a net loss of EUR 9.7 million a year earlier. The Group's net profit (-loss) margin, however, increased and was -4% compared to -24% the previous year.

The net profit (loss) per share of the Group was -0.6 at the end of 2024 (2023: -3.9).

Statement of Financial Position

The Group has a strong balance sheet, with EUR 69.3 million of shareholders' equity. The Group's balance sheet is liquid as 74% of its total assets consists of liquid assets.

As of 31 December 2024, the assets of the Group totaled EUR 79.8 million. Ca 76% of assets are balances due from credit institutions and investment companies. Balances due from credit institutions and investment companies have increased by 0.5% in 2024. The debt securities portfolio for 2024 has been reduced to 0 and therefore accounts for 0% of total assets.

The Group's non-current assets decreased in 2024 to EUR 9.1 million because there were no significant investments in intangible assets. Non-current assets decreased mainly due to depreciation of tangible and intangible assets and right- of-use assets. Intangible assets consist mainly of the development costs of Mobile Apps, Native Trading, and other licenses. The tangible assets decreased by 26% to EUR 1.4 million in 2024 (2023: EUR 1.9 million), whereas intangible assets remained almost the same as the previous year's level.

Group's long-term debt consists of subordinated debt securities and finance lease EUR 6.1 million and makes up 8% of the balance sheet total. All other liabilities are short-term and are mainly liabilities to trade creditors and related parties, taxes payable, and payables to employees.

The off-balance sheet assets (client assets) of the Group decreased by 8% to EUR 91.3 million in 2024 (2023: EUR 99.0 million).

Key Financial Ratios

2024 2023 Change
2024 vs 2023
2022
Net profit per share, EUR -0.6 -3.9 3.3 9.9
Return on equity, % -2.3% -12.7% 10.44 33.1%
Equity ratio 1.2 1.2 0 1.2
Return on assets, % -2% -10.8% 8.8 27.6%
Short-term liabilities current ratio 15.8 13.3 2.5 10.6

Equations used for the calculation of ratios:

Net profit per share, in EUR = net profit / average number of shares Return on equity (ROE), % = net profit / average equity * 100 Equity ratio = average assets / average equity Return on assets (ROA), % = net profit / average assets * 100 Short-term liabilities current ratio = current assets / current liabilities

The ratios are calculated as an arithmetic average of closing balance sheet figures from the previous and current reporting period, and the indicators of the income statement are shown as at the end of the reporting period.

Client Trends

The number of active clients in the Group went down by 52% to 43,332 clients compared to period 2023 and down by 22% compared to same period in 2022. The number of new applications in the Group went down by 64% to 95,782 applications compared to the same period of 2023. The Group's client assets decreased by 8% year-on-year to 91.3 million EUR in 2023.

2024 2023 Change
2024 vs 2023
2022
Active clients 43,332 89,764 -52% 55,242
Active accounts 63,249 110,471 -43% 70,346
New applications 95,782 266,779 -64% 151,116

Capitalisation

Risk management is part of the Group's internal control system, and its objective is to identify, assess, and monitor all the risks associated with Admirals to ensure the credibility, stability, and profitability of the company.

As of 31.12.2024, the own funds of Admirals amounted to 73,1 million EUR (31.12.2023: 71,3 million EUR). At the end of the reporting period, Admirals was well-capitalised, with a capital adequacy level of 259% (31.12.2023: 337%) and met all regulatory capital requirements in both 2024 and 2023.

Own Funds

(in thousands of euros) 31.12.2024 31.12.2023
Paid-in share capital 250 250
Own shares -456 -315
Other reserves 465 -329
Retained earnings of previous periods 72,604 81,461
Intangible assets -3,255 -4,889
Losses for the current financial year -63 -8,624
Total Tier 1 capital 69,545 67,554
Subordinated debt securities 3,511 3,782
Own instruments -4 -5
Total Tier 2 capital 3,507 3,777
Net own funds for capital adequacy 73,052 71,331

Capital Requirements

(in thousands of euros) 31.12.2024 31.12.2023
Fixed overheads requirement 11,832 10,359
Risk to client 598 967
Risk to market 12,188 12,224
Risk to firm 5,555 7,958
Total K-Factor requirement 18,341 21,149

Capital Adequacy

31.12.2024 31.12.2023
Capital adequacy 398% 337%
Tier 1 capital ratio 379% 319%

Consolidated Interim Financial Statements

This chapter outlines the assets, liabilities, equity, income and cash flow of the Group.

Consolidated Statement of Financial Position

(in thousands of euros) Note 31.12.2024 31.12.2023
Assets
Cash and cash equivalents 3 41,607 41,025
Due from investment companies 3 18,736 18,961
Financial assets at fair value
through profit or loss
4 1,228 5,062
Loans and receivables 5 8,315 4,772
Inventories 665 311
Other assets 2,092 2,137
Tangible fixed assets 1,359 1,950
Right-of-use assets 2,541 2,603
Intangible assets 3,304 5,147
Total assets 79,847 81,968
Liabilities
Financial liabilities at fair value
through profit or loss
4 334 224
Liabilities and accruals 6 3,326 4,318
Deferred tax liability 0 1
Subordinated debt securities 8 4,103 4,102
Lease liabilities 7 2,818 2,894
Total liabilities 10,581 11,539
Equity
Share capital 10 250 250
Own shares -456 -315
Statutory reserve capital 25 25
Currency translation reserve 30 -834
Retained earnings 69,417 71,276
Total equity attributable to owners of the parent 69,266 70,402
Non-controlling interest 0 27
Total equity 69,266 70,429
Total liabilities and equity 79,847 81,968

Consolidated Statement of Comprehensive Income

(in thousands of euros) Note 2024 2023
Net gains from trading of financial assets at fair
value through profit or loss with clients and liquidity
providers
40,653 46,276
Brokerage and commission fee revenue 1,408 2,134
Brokerage and commission fee expense -3,558 -5,118
Other trading activity related income 489 412
Other trading activity related expense -583 -2,768
Net income from trading 12 38,409 40,936
Other income similar to interest 947 171
Interest income calculated using the effective interest method 424 900
Interest expense -472 -496
Other income 3,004 741
Other expenses -233 -185
Net losses on exchange rate changes -1,016 -984
Profit / (loss) from financial assets at fair value through profit or loss -444 61
Personnel expenses -13,394 -15,231
Operating expenses 13 -25,412 -31,875
Depreciation of tangible and intangible assets -2,594 -2,310
Depreciation of right-of-use assets -787 -837
(Loss) before income tax -1,568 -9,109
Income tax -24 -616
(Loss) for the reporting period -1,592 -9,725
Other comprehensive income / (loss):
Items that subsequently may be reclassified to profit or loss:
Currency translation adjustment 864 -165
Total other comprehensive income / (loss) for the
reporting period
864 -165
Total comprehensive (loss) / income for the reporting
period
-728 -9,890
Net (loss) attributable to the owners of the parent -1,592 -9,746
Net profit attributable to non-controlling interest 0 21
(Loss) for the reporting period -1,592 -9,725
Total comprehensive (loss) attributable to the
owners of the parent
-728 -9,911
Total comprehensive income attributable non
controlling interest
0 21
Total comprehensive (loss) for the reporting period -728 -9,890
Basic and diluted earnings per share 10 -0.65 -3.95

Consolidated Statement of Cash Flows

(in thousands of euros) 2024 2023
Cash flow from operating activities
Net loss for the reporting period -1,592 -9,725
Adjustments for non-cash income or expenses:
Depreciation of tangible, intangible and right of use assets 3,381 3,147
Interest and similar income -1,371 -1,071
Interest expense 472 496
Corporate income tax expenses 24 616
Other financial income and expenses -1,932 -165
Net profit from foreign exchange rate changes 1,016 984
Other adjustments 6 5
Operating cash flows before changes in operating assets and liabilities 4 -5,713
Changes in operating assets and liabilities:
Change in receivables and prepayments relating to operating activities -1,979 -152
Change in payables and prepayments relating to operating activities -1,711 -2,664
Change in derivative assets 11 -64
Change in the derivative liabilities 110 -70
Change in amounts due from investment companies 225 -2,433
Changes in inventories -354 -263
Change in other assets 45 1 025
Operating cash flows before interest and tax -3,649 -10,334
Interest received 1,367 1 079
Interest paid -400 -425
Corporate income tax paid -24 -616
Net cash from/used in operating activities -2,706 -10,296

continued on next page

(in thousands of euros) 2024 2023
Cash flow from investing activities
Disposal of tangible and intangible assets 1 25
Purchase of tangible and intangible assets -100 -1,333
Loans granted -473 -226
Repayments of loans granted 274 251
Acquisition of financial assets at fair value through
profit or loss (investment portfolio)
-10 -6,938
Proceeds from disposal of financial assets at fair value
through profit or loss (investment portfolio)
3.380 8,966
Disposal of subsidiary, net of cash received 355
Net cash used in investing activities 3.427 745
Cash flow from financing activities
Dividends paid 0 -2,578
Payments from subordinated debt securities issued 0 -473
Payments for repurchase of own shares -141 0
Repayment of principal element of lease liabilities -862 -892
Net cash used in financing activities -1.003 -3,943
TOTAL CASH FLOWS -282 -13,494
Cash and cash equivalents at the beginning of the period 41.025 55,489
Change in cash and equivalents -282 -13,494
Effect of exchange rate changes on cash and cash equivalents 864 -970
Cash and cash equivalents at the end of the period 41.607 41,025

Consolidated Statement of Changes in Equity

(in thousands of euros) Share
capital
Own
shares
(-)
Statutory
reserve
capital
Retained
earnings
Currency
translation
reserve
Total equity
attributable
to owners of
the parent
Non
controlling
interest
Total
equity
Balance as at
31.12.2022
250 -315 25 83,600 -669 82,891 6 82,897
Dividends paid 0 0 0 -2,578 0 -2,578 0 -2,578
Net loss for
the reporting period
0 0 0 -9,746 0 -9,746 21 -9,725
Other
comprehensive loss for
the reporting period
0 0 0 0 -165 -165 0 -165
Total comprehensive
loss for the reporting
period
0 0 0 -9,746 -165 -9,911 21 -9,890
Balance as at
31.12.2023
250 -315 25 71,276 -834 70,402 27 70,429
Repurchase of
own shares
0 -141 0 160 0 19 0 19
Sale of own
shares
0 0 0 -427 0 -427 -27 -454
Net loss for
the reporting period
0 0 0 -1,592 0 -1 592 0 -1,592
Other
comprehensive loss for
the reporting period
0 0 0 0 864 864 0 864
Total
comprehensive loss for
the reporting period
0 0 0 -1,592 864 -728 0 -728
Balance as at
31.12.2024
250 -456 25 69,417 30 69,266 0 69,266

Notes to the Consolidated Interim Financial Statements

This chapter presents more detailed information of the Consolidated Financial Statements.

Note 1. General Information

ADMIRALS GROUP AS (previous business name Admiral Markets Group AS) has been an active holding company since 30.12.2009. ADMIRALS GROUP AS was established in 2009 with the aim of incorporating financial companies from different countries to form a multinational group of companies operating under a joint trademark - Admirals (hereinafter collectively referred to as "Admirals" or "the Group").

Admirals Group AS is a limited liability company incorporated in and domiciled in Estonia. The address of its registered office is Maakri 19/1, Tallinn, Estonia. The condensed consolidated interim financial statements of Admirals Group AS have been prepared in accordance with the international financial reporting standard IAS 34 "Interim Financial Reporting", as adopted by the European Union.

The condensed consolidated interim financial statements should be read in conjunction with the Group´s consolidated annual report as of 31 December 2023. The accounting policies used in the preparation of the condensed consolidated interim financial report are the same as the accounting policies used in the annual report for the year ended 31 December 2023.

The condensed consolidated interim financial statements are unaudited and do not contain all the information required for the preparation of consolidated annual financial statements. The condensed consolidated interim financial statements are presented in thousands of euros unless otherwise stated.

Note 2. Risk Management

Admirals offers provision of trading and investment services to retail, professional and institutional clients. According to the risk management policies of Admirals, risks arising from derivatives are partly economically hedged through counterparties (liquidity providers).

Risk is defined as a potential negative deviation from the expected financial result. The objective of the risk management of Admirals is to identify, accurately measure and manage risks. Risks are measured according to their nature as follows: qualitatively (scale of impact and the probability of occurrence) or quantitatively (monetary or percentage impact). Ultimately, the objective of risk management is to increase the income of Admiral Markets through minimizing damages and reducing the volatility of results.

Risk management is part of the internal control system of Admirals. Risk management procedures and basis of assessment are set out in the Group's internal rules and internal risk management policy. In accordance with the established principles Admiral Markets must have enough capital to cover risks.

Specifically, risk management is built on the principle of the three lines of defence. The first line of defence, i.e. business units is responsible for risk taking and risk management. The second line of defence, i.e. risk management, performed by the Risk Management Unit, is responsible for the development of risk methodologies and risk reporting. The third line of defense, i.e. internal audit, carries out independent supervision of Admiral Markets.

As we are exposed to credit and market risk in connection with our retail trading activities, developing and maintaining robust risk management capabilities is a high priority. In addition, we actively monitor and assess various market factors, including volatility and liquidity, and take steps to address identified risks, such as proactively adjusting the required customer margin.

There have been no changes in the risk management policies since the year-end.

Note 3. Due From Credit Institutions and Investment Companies

(in thousands of euros) 31.12.2024 31.12.2023
Cash* 6 7
Demand and term deposits
with maturity less than 3 months*
41,351 40,338
Demand deposits on trading accounts 18,736 18,961
Cash in transit* 250 680
Total 60,343 59,986

* Cash and cash equivalents in the statement of cash flows

Note 4. Financial Assets and Liabilities at Fair Value Through Profit or Loss

Instrument 31.12.2024 31.12.2023
(in thousands of euros) Asset Liability Asset Liability
Bonds 0 0 3,362 0
Company own bonds 0 0 6 0
Equity investments at fair value
through profit or loss
878 0 1,035 0
Convertible loans 0 0 298 0
Derivatives 350 334 361 224
Total 1,228 334 5,062 224

All derivative instruments are carried as assets when fair value is positive and as liabilities when fair value is negative. The Group has only short-term derivatives.

Note 5. Loans and Receivables

(in thousands of euros) 31.12.2024 31.12.2023
Financial assets
Trade receivables 369 1,272
Rent deposits 122 169
Loans granted 359 161
Interest claims from loans 9 6
Other short-term receivables 5,769 1,488
Other long-term receivables 1,687 1,676
Total 8,315 4,772

Note 6. Liabilities and Accruals

(in thousands of euros) 31.12.2024 31.12.2023
Financial liabilities
Liabilities to trade creditors 1,031 1,468
Other accrued expenses 442 628
Subtotal 1,473 2,096
Non-financial liabilities
Share base payment liabilities 848 879
Payables to employees 407 415
Taxes payable 598 928
Subtotal 1,853 2,222
Total 3,326 4,318

Note 7. Leases

The Group leases euquity and office premises. From 1 January 2019, leases are recognised as a right-of-use asset and a corresponding liability from the date when the leased asset becomes available for use by the Group.

When applying IFRS 16, the Group uses a uniform discount rate for all leases with similar characteristics in accordance with the standard, set at 5% in 2024, which is close to the market rate.

The right-of use asset and lease liability are recorded on separate lines in the statement of financial position.

Changes in lease liabilities are presented below:

(in thousands of euros) Office lease liabilities Equipment lease liabilities
Balance at 31.12.2022 3,435 0
Additions* 283 0
Adjustments (incl. terminations) -2 0
Lease payments made during the year -892 0
Interest expense 70 0
Balance at 31.12.2023 2,894 0
Additions* 732 140
Adjustments (incl. terminations) -157 0
Lease payments made during the year -830 -32
Interest expense 64 7
Balance at 31.12.2024 2,703 115

* New lease contracts and extension of the lease period for existing contracts.

Breakdown of lease liabilities to current and non-current in subsequent are set below:

31.12.2024 31.12.2023
(in thousands of euros) Short-term liability Long-term
liability
Short-term
liability
Long-term
liability
Office lease liabilities 746 1,957 0 0
Equipment lease liabilities 27 88 696 2,198
Total 773 2,045 696 2,198

Note 8. Subordinated Debt Securities

Bond Key Terms Admiral Markets Admirals Group
Listed on Nasdaq Tallinn 11 January 2018 21 December 2021
Redemption Date 28 December 2027 05 February 2031
Nominal Value EUR 100 EUR 100
Initial Issuance Volume EUR 1,826,800 EUR 2,701,600
Repurchased Bonds (2023) EUR 473,300 EUR 0
Remaining Bonds EUR 1,353,500 EUR 2,701,600
Interest Rate 8% per annum 8% per annum
Interest Payment Frequency Semi-annual (28 June
and 28 December)
Semi-annual (05 February
and 05 August)
ISIN EE3300111251 EE3300001999
Bonds 2024 2023
Issued Bonds 4,056 4,529
Repurchased Bonds 0 -473
Nasdaq Tallinn Listed Balance 4,056 4,056
Deletion of Repurchased Bonds (2023) -6 0
Subordinated Bonds Interest Liability 88 88
Adjusted Bond Cost -35 -42
Bond Carrying Amount 4,103 4,102
Bond Interest 2024 2023
Interest liability at period start 88 88
Interest accrued during the period 325 346
Interest paid during the period -325 -346
Interest liability at period end 88 88
Transactions and Turnover Admiral Markets Admirals Group
Number of Transactions (units) 82 136
Turnover (thousands of EUR) 61 206
Investor Composition Admiral Markets Admirals Group
Individuals 58% 34%
Legal Entities 42% 66%

Relevant Covenants and Terms

Each bond has a nominal value of EUR 100 and an interest rate of 8% per annum, calculated on a 30/360 basis. In the event of delayed interest payments, a penalty interest of 0.05% per day is applied.

Bonds may be redeemed early only if the conditions specified in Article 78(4) of the EU Capital Requirements Regulation (EU) No. 575/2013 are met and the EFSA has approved early redemption.

The bonds are subordinated to all unsecured claims. In the event of liquidation or bankruptcy, repayment occurs only after the claims of senior creditors have been fully satisfied, thereby exposing investors to a higher risk position.

The funds raised will be used to strengthen Tier 2 regulatory capital, supporting growing operations and ensuring compliance with regulatory requirements.

The bonds are registered with the ECSD and have been assigned an ISIN code.

Note 9. Off-Balance Sheet Assets

Off-balance sheet assets are funds of these clients who use the trading systems mediated by Admirals. Because of the specific feature of the system, the Group deposits these funds in personalised accounts in banks and in other investment companies. The Group is not allowed to use client funds in its business operations, they can be utilised only if specific circumstances prescribed by the contracts are met, and as stated in the terms and conditions of the contracts with the clients these assets are not part of Admirals's own assets. Furthermore, although these accounts are opened under Admirals Group name, the deposits and assets of the client would be regarded as not being the assets of Admirals Group in case of an event of bankruptcy, they would be legally isolated. Although the Group bears credit risk related to these assets, it assesses this risk as marginal as Admirals uses strong counterparties for maintenance of these funds. Taking all these arguments into account the Group assessed that these assets do not meet the criteria for asset recognition from Conceptual Framework, and accounts for them off-balance sheet.

Off-balance sheet assets
(in thousands of euros)
31.12.2024 31.12.2023
Bank accounts 52,840 65,640
Stock/shares 38,013 29,402
Crypto currencies 439 217
Cash in transit 0 3,750
Total 91,292 99,009

Note 10. Share Capital

(in thousands of euros) 31.12.2024 31.12.2023
Share capital 250 250
Number of shares (pc) 2,500,000 2,500,000
Nominal value of shares 0.1 0.1
Basic earnings per share -0.65 -3.95

The share capital of the Group's parent company consists of 2,500,000 ordinary shares with a nominal value of EUR 0.1 which have been fully paid for. The shares give the right to receive dividends on the basis of relevant decision as adopted by the shareholders.

To calculate basic earnings per share, net profit attributable to owners of the parent has been divided by the weighted average number of shares issued.

There are no diluting instruments and thus diluted earnings per share is the same as basic earnings per share.

Basic earnings per share are calculated as follows:

(in thousands of euros) 31.12.2024 31.12.2023
Profit attributable to the equity holders of the Company -1,592 -9,725
Weighted average number of ordinary shares (pc) 2,500,000 2,500,000
Own shares (pc) 38,750 38,750
Weighted average number of shares used for
calculating the earnings per shares (pc)
2,461,250 2,461,250
Basic earnings per share -0.65 -3.95

Note 11. Segment Reporting

The Management Board members are the Group's chief operating decision-makers (CODM). Management has determined the operating segments based on the information reviewed by the Management Board members for the purposes of allocating resources and assessing performance. The group's main business is the provision of investment services. The Group has defined operating segments based on the reports used regularly by the Management Board to make strategic decisions. The geographical segments are grouped according to the location of Admirals offices and the data for each significant legal entity are disclosed separately in annual report.

Note 12. Net Income from Trading

(in thousands of euros) 2024 2023
Indices CFD's 18,464 18,973
Currency CFD 9,991 15,271
Commodities CFD's 11,902 11,569
Other (crypto, bonds, ETF, shares, others) 283 463
Net gain from trading of financial assets at fair
value through profit or loss with clients including
hedging with liquidity providers
40,653 46,276
Commission fee revenue from clients 1,408 2,134
Brokerage and commission fee expense -3,558 -5,118
Other trading activity related income 489 412
Other trading activity related expenses -583 -2,768
Net income from trading 38,409 40,936

Note 13. Operating Expenses

Type of expense
(in thousands of euros)
2024 2023
Marketing expenses -8,707 -13,133
IT expenses -6,661 -6,288
Other outsourced services -1,496 -3,524
VAT expenses -482 -481
Rent of low-value leases and utility expenses -617 -655
Legal and audit services -3,472 -3,432
Regulative reporting services -815 -714
Transport and communication costs -337 -416
Travelling expenses -73 -365
Other operating expenses -1,935 -1,929
Small tools -193 -236
Bank charges -415 -425
Benefits for employees -209 -277
Total operating expenses -25,412 -31,875

Note 14. Transactions with Related Parties

The following entities have been considered as related parties at the moment of preparing the financial statements of the Group:

  • owners that have significant impact on the Group and the companies related to them;
  • executive and senior management (members of the Management and Supervisory Board of companies belonging to the Group);
  • close relatives of the persons mentioned above and the companies related to them;
  • companies over which the persons listed in first point above have a significant influence.
  • Mr. Alexander Tsikhilov has ultimate control over the Group.

Revenue

(in thousands of euros) 2024 2023
Services Key management and companies related to them 46 111
Interest income Key management and companies related to them 1 3
Total transactions with related parties 47 114

Expenses

(in thousands of euros) 2024 2023
Services Key management and companies related to them 643 809
Total transactions with related parties 643 809

Loans and receivables

(in thousands of euros) 31.12.2024 31.12.2023
Loans to key management and companies related to them 0 31
Receivables from key management and companies related to them 53 9
Total receivables from related parties 53 40

Payables

(in thousands of euros) 31.12.2024 31.12.2023
Payables to key management and companies related to them 18 12
Total receivables from related parties 18 12

Terms and conditions

All transactions were made on normal commercial terms and conditions and at market rates. Outstanding balances are unsecured.

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