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OFX Group Limited – Appendix 4D
Appendix 4D
For the half year ended 30 September 2025
OFX Group Limited
ABN 12 165 602 273
Results for announcement to the market
For the half year ended 30 September 2025 (“reporting period”)
30 September
2025
A$’000
% Change from 6
months ended
30 September
2024
%
30 September
2024
(previous
corresponding
period)
A$’000
Fee and trading income
Down
109,106
(5%)
114,520
Revenue from ordinary activities
Down
113,498
(5%)
119,303
Net profit for the period attributable to members of parent
(before non-controlling interest)
Down
2,366
(78%)
10,712
Statutory net profit after tax was $2.4 million, a decrease of 78% from $10.7 million in the prior corresponding period (PCP).
This was driven by Fee and Trading Income of $109.1 million, down 4.7% on PCP, reflecting ongoing global macroeconomic
uncertainty and subdued business confidence across key markets. Total expenses increased 8.7% to $105.5 million, largely
due to higher employment and promotional costs to support the accelerated 2.0 strategy, as well as $3.2 million of higher-than-
expected bad debts arising from a small number of incidents in the North American Corporate segment. The Group is actively
pursuing recoveries and has strengthened its risk controls. The result also included a $1.1 million fair value gain on contingent
consideration.
Dividend information
There were no dividends paid in the current or the prior period.
Share buy-back
On 24 July 2025, the company announced its new on-market share buy-back program to continue to return capital to
shareholders as part of the Company’s capital management program while also allowing for growth. The new on-market share
buyback program commenced after the Annual General Meeting on 15 August 2025. The new program allows for the buy-back
of up to 10% of the Company’s fully paid ordinary shares and the expected end date of this program is 18 August 2026.
During 1H26 a total of 2,292,857 ordinary shares were bought back. The total amount paid for the buyback during the period
was $1.9m.
30 September
2025
(cents)
30 September
2024
(cents)
Net tangible asset backing per ordinary security1
27.40
23.90
Additional Appendix 4D disclosure requirements can be found in the notes to the Interim Financial Report and the Directors’
Report for the half year ended 30 September 2025. Information should be read in conjunction with OFX Group Limited’s 2025
Annual Report and the attached Interim Financial Report.
This report is based on the Interim Financial Report for the half year ended 30 September 2025 which has been reviewed by
KPMG with the Independent Auditor’s Review Report included in the Interim Report.
1Assumes that 231,709,686 ordinary shares were on issue at 30 September 2025 and 239,973,210 were on issue at 30 September
2024.
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This page has been left blank intentionally
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1
OFX Group Limited
ABN 12 165 602 273
Interim Financial Report
Half Year Ended 30 September 2025
The Company’s registered office is:
Level 19
60 Margaret Street
Sydney NSW 2000
Australia
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2
Directors’ Report ...................................................................................................... 3
Auditor’s Independence Declaration .............................................................................. 7
Condensed Consolidated Statement of Comprehensive Income.............................................. 8
Condensed Consolidated Statement of Financial Position ..................................................... 9
Condensed Consolidated Statement of Changes in Equity .................................................. 10
Condensed Consolidated Statement of Cash Flows ........................................................... 11
Note 1.
Basis of preparation ....................................................................................12
Note 2.
Segment information ..................................................................................13
Note 2.
Segment information (continued) ....................................................................14
Note 3.
Other expenses .........................................................................................14
Note 4.
Income tax expense ....................................................................................14
Note 5.
Fair values of assets and liabilities ..................................................................15
Note 6.
Loans and borrowings ..................................................................................16
Note 7.
Share capital ............................................................................................16
Note 8.
Dividends paid or provided for .......................................................................17
Note 9.
Events occurring after balance sheet date .........................................................17
Directors’ Declaration .............................................................................................. 18
Corporate Information ............................................................................................. 21
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OFX Group Limited – Interim Report
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Directors’ Report
The Directors present their report together with the financial statements of the consolidated entity (the “Group”), being OFX
Group Limited (the “Company”) and its controlled entities, for the half year ended 30 September 2025 and the Independent
Auditor’s Review Report thereon.
Directors
The names of the Directors of the Group in office during the half year and up to the date of this report unless otherwise
stated are as follows:
Patricia Cross AM
Chair and Non-Executive Director
John Alexander (‘Skander’) Malcolm
Chief Executive Officer and Managing Director
Robert Bazzani
Non-Executive Director
Connie Carnabuci
Non-Executive Director
Jacqueline Hey
Non-executive Director
Cathy Kovacs
Non-Executive Director
Principal activities
The Group’s principal activity during the half year was the provision of international payments and foreign exchange services.
Dividend and distributions
There were no dividends paid or determined by the Company during and since the end of the half year. Refer to Note 8 of
the Financial Statements.
Operating and financial review
A summary of financial results for the half year ended 30 September 2025 is below. The Group’s statutory financial information
for the half year ended 30 September 2025 and for the comparative periods ended 31 March 2025 and 30 September 2024
present the Group’s performance in compliance with statutory reporting obligations.
To assist shareholders and other stakeholders in their understanding of the Group’s financial information, additional underlying
financial information for the period ended 30 September 2025 and for the comparative periods ended 31 March 2025 and 30
September 2024 are provided in the Operating and Financial Review section of this Report. A reconciliation of the Company’s
statutory and underlying financial information is included on page 3-5. The reconciliation and the underlying information have
not been audited.
A reconciliation of Statutory EBITDA to Net Profit After Tax (NPAT) is provided as follows:
Statutory results
Half year
30 September
2025
$’000
Half year
31 March
2025
$’000
Half year
30 September
2024
$’000
Net operating income1
104,967
103,743
111,168
EBITDA2
14,793
29,413
25,720
Share of profit /(loss) of equity-accounted investees, net of tax
213
163
181
Interest expense
(1,753)
(2,152)
(2,552)
Depreciation and amortisation
(12,488)
(11,681)
(11,187)
Net profit before income tax
765
15,743
12,162
Income tax expense
1,601
(1,593)
(1,450)
Net profit (after tax)
2,366
14,150
10,712
EBITDA margin
14.1%
28.4%
23.1%
Net profit (after tax)
2,366
14,150
10,712
Earnings per share (basic) (cents)
1.01
5.96
4.48
1 Net operating income, a non-IFRS measure, is the combination of ‘Fee and trading income’ and ‘Fee and commission expense’
and ’Interest income’.
2 Earnings before interest expense, taxation, depreciation and amortisation (EBITDA) is a non-IFRS, unaudited measure.
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OFX Group Limited
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Directors’ Report (continued)
Underlying results
The results were impacted by one-off items. The table below sets out the underlying financial results for the half year ended
30 September 2025, which has been adjusted for these items.
Half year
30 September
2025
$’000
Half year
31 March
2025
$’000
Half year
30 September
2024
$’000
Net operating income1
104,967
103,743
111,168
Underlying EBITDA2
14,464
28,651
29,021
Underlying EBITDA margin
13.8%
27.6%
26.1%
Underlying net profit (after tax)
2,896
14,166
13,494
Underlying earnings per share (basic) (cents)
1.24
5.97
5.64
“Underlying” measures of profit exclude one-off items of revenue and expenses to highlight the underlying financial
performance across reporting periods. The Group incurred $0.5m of post-tax one-off items in 1H26 in relation to acquisition
and integration costs (1H25 $2.8m). This was inclusive of a $1.1m fair value gain on contingent consideration in relation to
the Paytron acquisition (1H25 $(2.2)m). The following table reconciles underlying earnings measures to statutory results.
Half year 30 September 2025
Half year 31 March 2025
$’000
Total net
income EBITDA
Profit
before
tax
Income
tax
Profit
after tax
Total net
income
EBITDA
Profit
before tax
Income
tax
Profit
after tax
Statutory profit
106,047
14,793
765
1,601
2,366
108,077
29,413
15,743
(1,593)
14,150
One-off items
(1,080)
(329)
732
(201)
530
(4,334)
(762)
(129)
145
16
Underlying profit
104,967
14,464
1,497
1,400
2,896
103,743
28,651
15,614
(1,448)
14,166
The Group continued to execute on its mission to simplify financial operations for global businesses, with its 2.0 strategy
providing a strong foundation for future revenue growth through the New Client Platform (NCP). The NCP is now live across
all major markets, with Corporate client migration progressing to plan and generating healthy engagement. Delivery remains
excellent, with 115 new products, features and services launched during the half. These new capabilities have supported an
uplift in product per client and 23.8% growth in non-FX revenue from 1Q26 to 2Q26, with 6.1k clients now holding an interest
bearing balance on the platform. The Group continues to invest in training and development across commercial teams, driving
improved client activation and higher marketing opt-in rates, supporting future growth.
Fee and Trading Income was $109.1 million, down 4.7% on the prior corresponding period (PCP), reflecting ongoing global
macroeconomic uncertainty and subdued business confidence across key markets. By region, APAC was down 6.2%, EMEA
up 1.9%, and North America down 7.5%.
Corporate segment revenue was $65.4 million, down 5.7% on PCP but up 2.3% on 2H25. Lower business confidence drove
a 9.0% decline in cross-currency average transaction values, partially offset by a 5.7% increase in transaction volumes. The
rate of decline in active Corporate clients continued to slow, supported by accelerated NCP migration and 11.8% growth in
Corporate (excl OLS) new transacting clients (NTCs). Average revenue per client (ARPC) remained steady at $4.1k.
High-value Consumer revenue was $30.6 million, down 11.5% on PCP due to softer consumer confidence and low volatility.
Enterprise revenue grew strongly to $6.5 million, up 46.7% on PCP.
Net Operating Income (NOI) was $105.0 million, down 5.6% on PCP but up 1.2% on 2H25. Underlying operating expenses
rose 10.2% to $90.5 million, reflecting higher employment and promotional costs to support the accelerated 2.0 strategy. This
included $3.2 million of higher-than-expected bad debts from a small number of incidents in the North American Corporate
segment. The Group is pursuing recoveries and has strengthened risk controls. Excluding bad debts, underlying operating
expenses increased 7.2%.
1 Net operating income, a non-IFRS measure, is the combination of ‘Fee and trading income’ and ‘Fee and commission expense’
and ’Interest income’.
2 Earnings before interest expense, taxation, depreciation and amortisation (EBITDA) is a non-IFRS, unaudited measure.
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Underlying EBITDA was $14.4 million, down 50.1% on PCP, reflecting softer trading conditions and strategic investment in
future growth.
The global roll-out of the NCP continues to deliver a strong client engagement, with growth in new clients across all regions.
At the end of 1H26, approximately 39% of existing Corporate clients had migrated to NCP, with migration completion
expected through 2H26. The Group has completed a refresh of its High-value Consumer strategy, with migration of this
segment to the NCP expected in FY27.
The Group maintains a strong balance sheet and a healthy cash flow. Following $2.5m principal debt repayment and $1.9m
share buybacks, it closed with $47.1 million Net Available Cash and $75.4m Net Cash Held as of 30 September 2025.
As at
30 September
2025
$’000
As at
31 March
2025
$’000
As at
30 September
2024
$’000
Cash and cash equivalents
274,439
315,683
278,329
Deposits due from financial institutions
49,808
44,904
39,932
Total cash
324,247
360,587
318,261
Cash held for subsequent settlement of client liabilities
(248,811)
(283,358)
(243,576)
Net cash held
75,436
77,229
74,685
Collateral and Bank Guarantees
(28,358)
(26,247)
(28,807)
Net available cash1
47,078
50,982
45,878
1 Net available cash is a non-IFRS unaudited measure
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6
Directors’ Report (continued)
Rounding amounts
The Group is of the kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191,
and in accordance with that instrument, amounts in the Directors’ Report and the Interim Financial Report are rounded off to
the nearest thousand dollars, unless otherwise indicated.
Auditor’s independence declaration
A copy of the Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001 in relation to
the review for the half year ended 30 September 2025 is on page 7 of this report.
This report is made in accordance with a resolution of Directors.
On behalf of the Board
______________________
Patricia Cross AM
Chair
__________________________
Skander Malcolm
Chief Executive Officer and Managing Director
11 November 2025
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7
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and
logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by
a scheme approved under Professional Standards Legislation.
Lead Auditor’s Independence Declaration under
Section 307C of the Corporations Act 2001
To the Directors of OFX Group Limited
I declare that, to the best of my knowledge and belief, in relation to the review of OFX Group Limited
for the half-year ended 30 September 2025 there have been:
i.
no contraventions of the auditor independence requirements as set out in the
Corporations Act 2001 in relation to the review; and
ii.
no contraventions of any applicable code of professional conduct in relation to the review
KPM_INI_01
KPMG
Karen Hopkins
Partner
Sydney
11 November 2025
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OFX Group Limited
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8
Condensed Consolidated Statement of Comprehensive Income
For the half year ended 30 September 2025
Notes
Half year
30 September
2025
$’000
Half year
30 September
2024
$’000
Fee and trading income
109,106
114,520
Fee and commission expense
(8,531)
(8,135)
Net income
100,575
106,385
Interest and other income
4,392
4,783
Net operating income
104,967
111,168
Fair value gain/(loss) on contingent consideration
1,080
(2,167)
Total net income
106,047
109,001
Employment expenses
(61,949)
(58,173)
Promotional expenses
(9,775)
(9,313)
Information technology expenses
(6,773)
(6,315)
Professional fee expenses
(2,121)
(1,575)
Bad and doubtful debts
(3,239)
(732)
Depreciation and amortisation expenses
(12,488)
(11,187)
Interest expenses
(1,753)
(2,552)
Other operating expenses
3
(7,397)
(7,173)
Total expenses
(105,495)
(97,020)
Share of profit of equity-accounted investees, net of tax
213
181
Net profit before income tax
765
12,162
Income tax benefit / (expense)
4
1,601
(1,450)
Net profit attributable to ordinary shareholders
2,366
10,712
Other comprehensive income
Other comprehensive income that may be reclassified to profit and loss
Exchange differences on translation of foreign operations, net of
hedging
(2,835)
(5,615)
(2,835)
(5,615)
Total comprehensive loss / (income) attributable to ordinary
shareholders
(469)
5,097
Earnings per share attributable to ordinary shareholders
Cents
Cents
Basic
1.01
4.48
Diluted
0.96
4.31
The above Condensed Consolidated Statement of Comprehensive Income should be read in conjunction with the
accompanying notes.
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Condensed Consolidated Statement of Financial Position
As at 30 September 2025
The above Condensed Consolidated Statement of Financial Position should be read in conjunction with the accompanying
notes.
As at
30 September
2025
$’000
As at
31 March
2025
$’000
Assets
Cash held for own use
47,078
50,982
Cash held for subsequent settlement of client liabilities
227,361
264,701
Deposits due from financial institutions
49,808
44,904
Derivative financial assets
36,652
33,053
Prepayments
6,967
9,451
Other receivables
13,578
16,984
Equity accounted investees
5,696
5,558
Property, plant and equipment
3,176
3,294
Intangible assets
117,669
119,524
Right-of-use assets
7,957
9,679
Current tax assets
3,068
2,669
Deferred tax assets
8,913
6,108
Total assets
527,923
566,907
Liabilities
Client liabilities
263,500
300,703
Derivative financial liabilities
26,898
24,585
Lease liabilities
11,952
13,727
Loans and borrowings
6
18,213
19,207
Other creditors and accruals
14,099
14,964
Provisions
5,480
5,044
Contingent consideration
3,420
4,500
Deferred tax liabilities
3,200
2,355
Total liabilities
346,762
385,085
Net assets
181,161
181,822
Equity
Share capital
11,734
12,010
Retained earnings
165,337
162,971
Foreign currency translation reserve
(602)
2,233
Share based payments reserve
4,692
4,608
Total equity attributable to shareholders
181,161
181,822
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Condensed Consolidated Statement of Changes in Equity
For the half year ended 30 September 2025
The above Condensed Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying
notes.
Share
capital
Retained
earnings
Foreign
currency
translation
reserve
Share
based
payments
reserve
Total
equity
Notes
$’000
$’000
$’000
$’000
$’000
Balance at 1 April 2024
22,445
138,148
3,097
5,948
169,638
Net profit
–
10,712
–
–
10,712
Other comprehensive income
–
5
(5,615)
–
(5,610)
Total comprehensive income
–
10,717
(5,615)
–
5,102
Transactions with equity holders in their capacity as
equity holders:
Shares bought back / cancelled
(3,287)
–
–
–
(3,287)
Shares vested under the GEP and ESP
3,265
–
–
(3,265)
–
Share based payment expense
–
–
–
2,236
2,236
(22)
–
–
(1,029)
(1,051)
Balance at 30 September 2024
22,423
148,865
(2,518)
4,919
173,689
Balance at 1 April 2025
12,010
162,971
2,233
4,608
181,822
Net profit
–
2,366
–
–
2,366
Other comprehensive income
–
-
(2,835)
–
(2,835)
Total comprehensive income
–
2,366
(2,835)
–
(469)
Transactions with equity holders in their capacity
as equity holders:
Shares bought back / cancelled
7
(1,911)
–
–
–
(1,911)
Shares vested under the GEP and ESP
1,635
–
–
(1,635)
–
Share based payment expense
–
–
–
1,719
1,719
(276)
–
–
84
(192)
Balance at 30 September 2025
11,734
165,337
(602)
4,692
181,161
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Condensed Consolidated Statement of Cash Flows
For the half year ended 30 September 2025
Half year
30 September
Half year
30 September
Notes
2025
$’000
2024
$’000
Cash flows from operating activities
Profit from ordinary activities after income tax
2,366
10,712
Adjustments to profit from ordinary activities
Depreciation and amortisation
12,488
11,187
Interest expense
1,753
2,552
Share of profit of equity-accounted investees, net of tax
(213)
(181)
Movement in share-based payments reserve
1,719
2,236
Foreign exchange revaluation
(2,447)
(1,401)
Fair value (gain)/ loss on contingent consideration
5
(1,080)
2,167
Fair value changes on financial assets and liabilities through profit or loss
(1,286)
(3,335)
Operating cash flow before changes in working capital
13,300
23,937
Changes in assets and liabilities:
Decrease / (increase) in prepayments and other receivables
5,890
(7,138)
Increase/ (decrease) in deferred tax assets
(2,805)
1,943
Decrease in cash held for client liabilities
37,340
54,834
(Decrease) in amounts due to clients
(37,203)
(37,547)
(Decrease) / increase in accrued charges and creditors
(865)
377
Increase / (decrease) in deferred tax liabilities
845
(1,281)
Increase / (decrease) in provisions
436
(4,617)
(Increase) in current tax asset
(399)
(3,369)
Net cash flows from operating activities
16,539
27,139
Cash flows from investing activities
Payments for property, plant and equipment
(628)
(549)
Payments for intangible assets
(9,875)
(9,012)
(Increase) / decrease in cash deposited with financial institutions
(4,907)
(20,002)
Net cash flows from investing activities
(15,410)
(29,563)
Cash flows from financing activities
Cash repayments of amounts borrowed
6
(2,241)
(13,636)
Payments for lease liabilities
(2,623)
(1,577)
Shares bought back net of issued under ESP/GEP
(1,911)
(3,287)
Net cash flows from financing activities
(6,775)
(18,500)
Decrease in cash held for own use
(5,646)
(20,924)
Cash held for own use at the beginning of the period
50,982
68,076
Effects of exchange rate changes
1,742
(1,275)
Cash held for own use at the end of the period
47,078
45,877
The above Condensed Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
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Note 1.
Basis of preparation
This Interim Financial Report for the half year ended 30 September 2025 has been prepared in accordance with Accounting
Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001.
This Interim Financial Report does not include all the notes of the type normally included in an annual financial report.
Accordingly, this report is to be read in conjunction with the annual report for the year ended 31 March 2025 and any public
announcements made by OFX Group Limited during the interim reporting period in accordance with the continuous disclosure
requirements of the Corporations Act 2001.
Material accounting policies
The Interim Financial Report does not early adopt any Accounting Standards and Interpretations that have been issued or
amended but are not yet effective. Except as described in this note, the accounting policies applied in the Interim Financial
Report are consistent with those applied as at 31 March 2025 and have been consistently applied by each entity in the Group.
New accounting standards, amendments and interpretations effective after 1 October 2025 not yet adopted
Certain new accounting standards, amendments and interpretations have been published that are not mandatory for the 30
September 2025 reporting period and have not been early adopted in preparing these financial statements.
Most of these are not expected to have a material impact on the financial statement of the Group. Management is in the
process of assessing the impact of the new standard AASB 18 which was issued in June 2024 and replaces AASB 101
Presentation of Financial Statements.
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Note 2.
Segment information
The operating segments presented below reflect how senior management and the Board of Directors (the chief operating
decision makers) allocate resources to the segments and review their performance.
The chief operating decision makers examine the performance both from a geographic perspective and by client market
segment. OFX regions are based on client location covering APAC, North America and EMEA. These regions have been
identified as reportable segments.
Each region serves Corporates, High Value Consumers, and Enterprise clients.
Segments are managed on an underlying basis. Segment EBITDA excludes $0.3m of one-off items: $0.8m one off costs net
of $1.1m fair value gain on contingent consideration (1H25: $3.3m) that are excluded from underlying results.
Segment fee and trading income – half year 30 September 2025 v half year 30 September 2024 ($’000)
Segment EBITDA – half year 30 September 2025 v half year 30 September 2024 ($’000)
Following an internal reorganisation, effective 1 October, the Group has revised its reportable segments. The Group’s
operating segments are now structured around two key verticals: Business to Business (Corporate) and Business to
Consumer (Consumer). Future segment reporting will reflect this new structure, which has been designed to help us better
serve our clients, and accelerate our growth and transformation to 2.0.
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Note 2.
Segment information (continued)
Half year
30 September
2025
$’000
Half year
30 September
2024
$’000
Group underlying EBITDA1
14,464
29,021
Depreciation and amortisation
(11,427)
(10,559)
Interest expense
(1,753)
(2,552)
Share of profit of equity-accounted investees
213
181
Underlying net profit before income tax
1,497
16,091
Income tax benefit /(expense)
1,601
(1,450)
One-off items2
(732)
(3,929)
Statutory net profit
2,366
10,712
Note 3.
Other expenses
Other operating expenses
Half year
30 September
2025
$’000
Half year
30 September
2024
$’0003
Compliance
2,341
1,589
Insurance
1,249
1,459
Travel
1,295
1,424
Other expenses
2,512
2,701
Total other operating expenses
7,397
7,173
Note 4.
Income tax expense
Half year
30 September
2025
$’000
Half year
30 September
2024
$’000
Current tax expense
1,391
434
Adjustments to current tax of prior years
(774)
260
Total current tax expense
617
694
Deferred tax expense / (income)
(2,218)
756
Total income tax (benefit) / expense
(1,601)
1,450
Reconciliation of income tax expense to prima facie tax payable
Net profit before income tax
765
12,162
Prima facie income tax expense at 30% (2024: 30%)
230
3,648
Effect of lower tax rates in overseas jurisdictions
(449)
(389)
Current-year research and development after-tax benefits
(1,079)
(590)
Non-deductible shared-based payment expenses3
516
584
Adjustment to current tax of prior years3
(774)
260
Prior-year research and development tax credits
-
(2,387)
Other items3
(45)
324
Total income tax (benefit) / expense
(1,601)
1,450
1 Group underlying EBITDA is a non-IFRS, unaudited measure.
2 One-off items are gross of tax.
3 Comparatives updated to reflect current year presentation
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OFX Group Limited
OFX Group Limited – Interim Report
15
The effective tax rate for the period was a credit (-209.3%) (1H25: 12%) predominantly due to due to the recognition of non-
refundable research and development (R&D) tax offsets and deferred tax benefits arising from deductible temporary
differences. These benefits, together with adjustments to prior-year tax provisions and income subject to lower overseas tax
rates, resulted in a net income tax benefit despite a small profit before tax.
Note 5.
Fair values of assets and liabilities
A financial instrument’s categorisation within the valuation hierarchy is based on the lowest level input that is significant to the
fair value measurement:
Level
Instruments
Valuation process
Level 1 – Traded in active markets
and fair value is based on recent
unadjusted quoted prices.
Cash and cash equivalents, amounts due
from financial institutions, client liabilities,
creditors and receivables.
These instruments are held at amortised
cost. Fair values are considered to
approximate to their carrying amounts as
they are short term in nature.
Level 2 – Not actively traded and fair
value is based on valuation
techniques which maximise the use
of observable market prices.
Over the counter derivatives.
Forward foreign exchange contract
valuations are based on observable spot
exchange rates and the yield curves of the
respective currencies.
Level 3 – Not actively traded and fair
value is based on at least one input
which is not observable in the market
due to illiquidity or complexity.
Contingent consideration.
Fair value measurement is based on
expected cash flows, weighted average fair
value share price, dividend yield and a
probability of achievement of defined
performance hurdles.
All derivative financial instruments held by the Group at fair value are categorised within Level 2.
Contingent consideration
The Group has recognised liabilities measured at fair value in relation to contingent consideration arising out of acquisitions
made by the Group. The contingent consideration is designated as a financial liability and deemed to be a Level 3
measurement of fair value.
Contingent
consideration
$’000
Balance at 1 April 2024
-
Contingent consideration arising on Paytron acquisition
6,667
Gain included in ‘Total net income’
-
Net unrealised change in fair value (gain) / loss
(2,167)
Balance at 31 March 2025
4,500
Balance at 1 April 2025
4,500
Gain included in ‘Total net income’
-
Net unrealised change in fair value (gain) / loss
(1,080)
Balance at 30 September 2025
3,420
Contingent consideration is comprised of up to 11.25m deferred performance securities that have been granted to the
former owners of Paytron at no cost and may convert to OFX Group fully paid ordinary shares on a one-to-one basis,
contingent upon Paytron’s successful achievement of defined revenue and client migration targets.
The final number of performance securities that may vest has a fair value of up to a maximum of $22.3m. There is no
minimum amount payable.
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OFX Group Limited – Interim Report
16
The fair value of the contingent consideration determined at the grant date of the securities was $8.1m and was estimated
using a weighted average fair value share price of $1.98, a dividend yield of 0% and an expected number of performance
rights that may vest based on probability of achievement of defined revenue and client migration targets, along with
alignment to the existing LTI performance hurdles.
The total fair value is reviewed at each reporting date and would increase or decrease with a respective change in
probability assumptions. At 30 September a fair value gain of $1.1m (1H25: loss $2.2m) was recognised, based on a share
price on this date of $0.855.
Note 6.
Loans and borrowings
As at
30 September
2025
$’000
As at 31
March 2025
$’000
Loans and borrowings (current)
29
46
Loans and borrowings (non-current)
18,184
19,161
Closing balance
18,213
19,207
On 2 May 2022 (1 May 2022 Edmonton time), the Group obtained a syndicated bank loan to the amount of $100m, used to
fund the acquisition of Firma Foreign Exchange Corporation Limited. The interest period has been elected at 3 months. The
loan bears interest at 3.5% above the 3-month BBSY and is repayable in five years by May 2027. There are no penalties for
early repayment, and the Group commenced principal repayment from 9 May 2022.
During the period ended 30 September 2025, $2.3m (30 September 2024: $13.6m) has been paid of which $1.5m (30
September 2024: $12m) is for early repayments of principal.
Interest expense of $1.3m (2024: $2.1m) for the period ended 30 September 2025 has been recognised in the Condensed
Consolidated Statement of Comprehensive Income. These balances are also reflected in the investing activities in the
Condensed Consolidated Statement of Cash Flows.
The loan is secured by a combination of floating and fixed charges over property of the Group.
The Group is required to adhere to financial covenants as of compliance dates: 30 September and 31 March each year.
These are as follows:
1. The Net Leverage Ratio is not greater than 3.00x
2. The Interest Cover Ratio is not less than 3.00x
3. The gearing ratio is not greater than
(i) 60% at each compliance date up to 31 March 2023;
(ii) 55% at each compliance date during the 24-month period up to 31 March 2025;
(iii) 50% at each compliance date thereafter.
Note 7.
Share capital
Share capital is classified as equity and measured based on the proceeds from issuing the shares less the directly attributable
incremental costs, net of tax.
There are 231,709,686 fully paid ordinary shares (as at 31 March 2025: 233,122,209). Ordinary shares entitle the holder to
vote and to receive dividends and the proceeds of the Company if it is liquidated in proportion to the number of shares held.
There are no restricted ordinary shares at 30 September 2025 (as at 31 March 2025: Nil).
On 24 July 2025, the company announced its new on-market share buy-back program to continue to return capital to
shareholders as part of the Company’s capital management program while also allowing for growth. The new on-market share
buyback program commenced after the Annual General Meeting on 15 August 2025. The new program allows for the buy-
back of up to 10% of the Company’s fully paid ordinary shares and the expected end date of this program is 18 August 2026.
During 1H26 a total of 2,292,857 ordinary shares were bought back. The total amount paid for the buyback during the period
was $1.9m.
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OFX Group Limited – Interim Report
17
Note 8.
Dividends paid or provided for
Dividends are recognised as a liability and a reduction to retained earnings when declared. There were no dividends paid in
the current or the prior period.
Note 9.
Events occurring after balance sheet date
The company has agreed to a one-off grant of performance rights to select individuals to support the company’s strategic
objectives. $4.2m performance rights will be issued in December with a 2-year vesting.
There were no other material post balance sheet events occurring after the reporting date requiring disclosure in these financial
statements.
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OFX Group Limited
OFX Group Limited – Interim Report
18
Directors’ Declaration
In the Directors’ opinion:
(a) the financial statements and notes for the half year ended 30 September 2025 are in accordance with the Corporations
Act 2001, including:
(i) complying with Accounting Standards AASB 134 Interim Financial Reporting, the Corporations Regulations 2001
and other mandatory professional reporting requirements, and
(ii) giving a true and fair view of the consolidated entity’s financial position as at 30 September 2025 and of its
performance for the financial period ended on that date, and
(b) there are reasonable grounds to believe that OFX Group Limited will be able to pay its debts as and when they become
due and payable.
This declaration is made in accordance with a resolution of the Directors.
On behalf of the Board:
__________________________
Patricia Cross AM
Chair
__________________________
Skander Malcolm
Chief Executive Officer and Managing Director
11 November 2025
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19
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and
logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by
a scheme approved under Professional Standards Legislation.
Independent Auditor’s Review Report
To the shareholders of OFX Group Limited
Conclusion
We have reviewed the accompanying
Interim Financial Report of OFX Group
Limited.
Based on our review, which is not an
audit, we have not become aware of any
matter that makes us believe that the
Interim Financial Report of OFX Group
Limited does not comply with the
Corporations Act 2001, including:
• giving a true and fair view of the
Group’s financial position as at
30 September 2025 and of its
performance for the half-year ended on
that date; and
• complying with Australian Accounting
Standard AASB 134 Interim Financial
Reporting and the Corporations
Regulations 2001.
The Interim Financial Report comprises:
• Condensed consolidated statement of financial
position as at 30 September 2025;
• Condensed consolidated statement of
comprehensive income, Condensed consolidated
statement of changes in equity and Condensed
consolidated statement of cash flows for the
half-year ended on that date;
• Notes 1 to 9 comprising material accounting policies
and other explanatory information; and
• The Directors’ Declaration.
The Group comprises OFX Group Limited (the
Company) and the entities it controlled at the half-year’s
end or from time to time during the half-year.
Basis for Conclusion
We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by
the Independent Auditor of the Entity. Our responsibilities are further described in the Auditor’s
Responsibilities for the Review of the Financial Report section of our report.
We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical
Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence
Standards) (the Code) that are relevant to our audit of the annual financial report in Australia. We have
also fulfilled our other ethical responsibilities in accordance with these requirements.
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20
Responsibilities of the Directors for the Interim Financial Report
The Directors of the Company are responsible for:
•
the preparation of the Interim Financial Report that gives a true and fair view in accordance with
Australian Accounting Standards and the Corporations Act 2001; and
•
such internal control as the Directors determine is necessary to enable the preparation of the
Interim Financial Report that gives a true and fair view and is free from material misstatement,
whether due to fraud or error.
Auditor’s Responsibilities for the Review of the Interim Financial Report
Our responsibility is to express a conclusion on the Interim Financial Report based on our review.
ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us
believe that the Interim Financial Report does not comply with the Corporations Act 2001 including
giving a true and fair view of the Group’s financial position as at 30 September 2025 and its
performance for the half-year ended on that date, and complying with Australian Accounting Standard
AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.
A review of an Interim Financial Report consists of making enquiries, primarily of persons responsible
for financial and accounting matters, and applying analytical and other review procedures. A review is
substantially less in scope than an audit conducted in accordance with Australian Auditing Standards
and consequently does not enable us to obtain assurance that we would become aware of all
significant matters that might be identified in an audit. Accordingly, we do not express an audit
opinion.
KPMG
Karen Hopkins
Partner
Sydney
11 November 2025
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OFX Group Limited
OFX Group Limited – Interim Report
21
Corporate Information
Directors
Ms Patricia Cross AM (Chair)
Mr John (‘Skander’) Malcolm (Chief Executive Officer and Managing Director)
Mr Robert Bazzani
Ms Connie Carnabuci
Ms Jacqueline Hey
Ms Cathy Kovacs
Company Secretary
Mr Adrian Wong
Ms Rebecca Blair
Registered office and principal
place of business in Australia
Level 19
60 Margaret Street
Sydney NSW 2000
Australia
Ph +61 2 8667 8000
Fax +61 2 8667 8080
Email investors@ofx.com.au
Share register
MUFG Corporate Markets (AU) Limited
Liberty Place
Level 41
161 Castlereagh Street
Sydney
NSW 2000
Ph +61 1300 554 474 (toll free within Australia)
Email support@cm.mpms.mufg.com
Auditor
KPMG
Tower Three
International Towers, 300 Barangaroo Ave
Sydney
NSW 2000
Securities exchange listing
OFX Group Limited shares are listed on the Australian Securities Exchange: OFX
Website address
www.ofx.com
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