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Amigo Holdings PLC
Annual Report and Accounts 2025
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Annual Report & Accounts 2025
About Amigo
Amigo’s group offered guarantor loans in the
UK from 2005 until 2020, aimed at people who
couldn’t easily get credit elsewhere. After
receiving a large number of complaints about
its past lending, the group entered a Court-
approved Scheme of Arrangement (Scheme) in
May 2022.
Between October 2022 and March 2023,
Amigo’s group also offered a small number of
unsecured loans under the
RewardRate
brand,
again targeting customers unable to borrow
from traditional lenders. However, Amigo could
not raise enough new equity funding within the
deadlines set by the Scheme. As a result, on 23
March 2023, Amigo’s group stopped issuing
new loans and began an orderly wind-down of
its lending operations. All of Amigo’s
subsidiaries are now in liquidation with net
proceeds going to creditors under the Scheme.
Following appointment of the liquidators of the
subsidiaries, the financial statements are
presented on a standalone basis instead of a
group consolidation.
Excess monies in Amigo’s subsidiaries were
paid to Amigo ahead of the subsidiaries
liquidation and these will keep Amigo running
while it seeks a possible reverse takeover
(RTO).
In October 2025, Amigo announced that it had
appointed Craig Ransley as a Board consultant
to assist the Board in identifying and pursuing a
reverse takeover in the mining sector.
Subsequently, investors have irrevocably
agreed to subscribe (subject to shareholders’
consent) for £1.5m of risk capital in convertible
loan notes
Strategic report
2 Headlines
3 Joint Chair & CEO statement
8 Strategy & Business model
9 Sustainability
12 Stakeholder engagement and section 172
14 Summary Results & KPIs; Risk Management
15 Principal risks and uncertainties
16 Going concern and viability statement
Corporate governance
17 Chairs introduction
18 Board of Directors
19 Corporate governance statement
21 Governance report
26 Audit Committee report
28 Nomination Committee report
29 Risk Committee report
31 Directors’ remuneration report
45 Directors’ report
51 Directors’ responsibilities statement
Financial statements
53 Independent auditor’s report to the
members of Amigo Holdings PLC
59 Company statement of comprehensive income
60 Company Statement financial position
61 Company statement of changes in equity
62 Company statement of cash flows
63 Notes to the financial statements – Company
69 Appendix: alternative performance
measures (unaudited)
69 Glossary
71 Information for shareholders
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Annual Report & Accounts 2025
Operational Headlines
• In March 2023, Amigo moved into a ‘Fallback’
stage under its court-approved Scheme of
Arrangement.
• After that, the Board decided that Amigo would
stop preparing its accounts on a “going concern”
basis (see note 1 in the Financial Statements).
• In March and April 2024, Amigo raised some
funds to keep the PLC solvent while the Board
looked into possible reverse takeover (RTO)
opportunities that could return some value to
shareholders.
• The main work required by the Scheme —
winding down the business, collecting or selling
its loans to maximise returns for creditors, and
supporting remaining staff —was completed in
July 2025.
• The Scheme was officially completed on 17
September 2025. This means all obligations
have been met as far as possible and Amigo
moved fully into liquidation of its subsidiaries.
• The workforce has been reduced to a small
remaining team through planned redundancies,
and the last employees will shortly leave.
• On 29 September 2025, Amigo’s subsidiaries
entered members’ voluntary (solvent) liquidation
and appointed liquidators.
• There was not enough available cash to make
any further payments to the approximately
130,000 Scheme creditors.
• Before liquidation, the subsidiaries transferred
about £740,000 in surplus cash to Amigo PLC
which undertook to pay winding-up costs. These
are expected to be around £290,000, leaving
about £460,000 (including £10,000 of other
residual cash) to cover Amigo PLC’s minimal
running costs and its ongoing search for an RTO
opportunity.
• If no reverse takeover happens, shareholders
are unlikely to receive any remaining value once
Amigo runs out of funds and is liquidated.
• In October 2025, Amigo appointed Craig
Ransley as a Board consultant to assist it to
identify and pursue a reverse takeover in the
mining sector.
• Subsequently, Investors have irrevocably agreed
to subscribe (subject to shareholders’ approval)
for £1.5m of risk capital in convertible loan notes.
• Amigo is also seeking to raise up to £188,100
(before expenses) from existing shareholders.
Financial Headlines
• Chief Executive and Chief Financial Officer Kerry
Penfold left in May 2025. Her duties were taken
over by Chief Restructuring Officer Nick Beal.
• Because the business is being wound down,
Amigo no longer prepares its accounts on a
“going concern” basis.
• The Company changed its financial year-end to
30 September, so these audited results cover an
18-month period ending 30 September 2025.
• All of Amigo’s operating subsidiaries have now
been put into liquidation through solvent
voluntary wind-ups.
• Before liquidation, the subsidiaries transferred
approximately £740,000 in cash to Amigo PLC,
which provided an indemnity covering the costs
of the winding-up.
• Winding-up costs and indemnities are expected
to total about £290,000, leaving roughly
£460,000 in surplus cash (including £10,000 of
other residual cash).
• This remaining cash is held by Amigo PLC to
cover minimal running costs and to support the
search for a potential reverse takeover.
• With no trading or lending operations left, Amigo
PLC is now effectively a cash entity with limited
cash and minimal liabilities. During the reporting
period, Amigo has significantly reduced its
administrative and corporate costs as part of the
orderly wind-down.
• With the business no longer operating,
traditional financial measures such as revenue,
loan book, or customer numbers are no longer
relevant. The focus is now on preserving cash,
managing costs, and assessing RTO options.
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Annual Report & Accounts 2025
Corporate Governance
Jonathan Roe, Chair
Nick Beal, CEO
As we have concluded the wind
down of Amigo Holdings PLC's
Group (the Group), the Chief
Executive and I would like to
provide shareholders, in our
combined review, with an update
on our activities, financial position
and the potential future of Amigo
Holdings PLC (Amigo).
Extension of Financial Year
Unusually, this review covers 18
months from 1 April 2024 to 30
September 2025. In March 2025,
the Board agreed to extend the
accounting reference date from
31 March to 30 September 2025.
This change was to preserve cash
in Amigo. In accordance with the
UK Listing Rules, Amigo
published two sets of unaudited
interim accounts in the financial
‘year’ for the two six-month
periods ending 30 September
2024 and 31 March 2025.
Wind down and Scheme of
Arrangement
In March 2023, having concluded
that it could not raise the
necessary equity to continue
lending, the Board made the
incredibly difficult decision to
transition to the Fallback Solution
under the Group’s Scheme of
Arrangement (Scheme). This
ended efforts to revive the
lending business and initiated an
orderly wind down.
The Fallback Solution required
the closure of its lending
operations, an orderly, solvent
wind down of the lending
businesses, and the eventual
liquidation of its subsidiaries.
The decision meant that Amigo
Loans Ltd (ALL), the lending
subsidiary, immediately stopped
new lending and focused instead
on realising assets. All surplus
cash generated under the Court-
approved Scheme was to be
returned to Scheme creditors
(customers with valid redress
claims in the Scheme).
The period from 1 April 2024 to
30 September 2025 was
therefore one of closure,
transition, and completion. The
business fully wound down, the
Scheme was completed, and the
subsidiaries handed back their
FCA authorisations and were
placed into liquidation. What
remains is Amigo, a listed holding
company with modest residual
cash resources looking for an
opportunity for a reverse
takeover (RTO).
Completion of the Wind Down
The Group's focus during this
period was to optimise recoveries
for Scheme creditors while
minimising costs. The guiding
principles remained: good
governance, fair treatment of
customers, and strict control of
expenses, while ensuring
Scheme creditors' returns
balanced the amount paid and
speed of payment.
Loan book sales
• In January 2024, the
RewardRate loan book was
sold. RewardRate was the new
brand under which Amigo’s
loans were written after the
Scheme was approved by the
Court.
• In May 2024, the bulk of
Amigo’s remaining loan
portfolio was sold.
• By mid-2024, collections activity
had effectively ceased.
• By December 2024, we had
completed the sales of all the
remaining loans that we could
sell.
All the loans were sold to
unconnected FCA authorised
third parties via competitive
tenders. In total, we completed 8
sales.
Customer base
• At March 2024, there were still
around 12,000 borrowers with
open accounts.
• By January 2025, all accounts
had been settled, sold, or
written off as part of the wind
down.
Cost control
• The business moved twice to
smaller offices (in May 2023 and
July 2024) and then in May
2025 to only homeworking.
• Non-essential supplier contracts
were reviewed at renewal and
cancelled.
• Staff numbers fell from 193 in
March 2023 to 94 in March
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Annual Report & Accounts 2025
Corporate Governance
2024 and just nine by
September 2025.
• Nevertheless, the Company
ensured suppliers were paid
under normal contract terms.
Key staff were retained for
governance, regulatory liaison,
and Scheme operations.
Finishing the Scheme of
Arrangement
The Scheme was a complex
undertaking:
Claims volume
Over 209,000 claims were
received, far more than expected,
and many were upheld in whole
or in part. This significantly
increased administrative work
and slowed processing.
Payments
• In May 2024, an Initial Scheme
Payment of 12.5p in the pound
was declared and distributed to
Scheme creditors. This Initial
Scheme Payment resulted in
£73.8m being returned to
Scheme creditors. This payment
took longer than expected
because some customers had
not provided us with their up-to-
date bank details to facilitate
the payment. We did all we
could to reunite these
customers with the money due
to them by using tracing
techniques and sending them
letters, emails and SMSs.
Where the amount due to them
was larger, we also sent door-
knockers to try to find them.
Ultimately, some of those
customers forfeited their
payment under the terms of the
Scheme.
• In March 2025, an Additional
Scheme Payment of 6.01p in the
pound was declared and
distributed to Scheme creditors.
The amount available for
distribution included the amount
forfeited in relation to the Initial
Scheme Payment. This
Additional Scheme Payment
resulted in a further £34.4m
being returned to Scheme
creditors. Again, despite our
best efforts at communication,
some customers forfeited their
payment under the terms of the
Scheme because they had still
not provided their bank details.
• We considered whether it was
feasible to distribute the
forfeited money as a further
Scheme Payment; however, the
costs of administering a further
payment were greater than the
amount available for
distribution.
Completion
• On 17 September 2025, PwC, as
Scheme Supervisor, formally
declared the Scheme
completed under its terms. This
marked the end of the Group's
obligations to customers under
the Scheme. The cash payment
of £108.2m was through the
Scheme Payments, which
exceeded the £95m expected
when the court approved the
Preferred Solution under the
Scheme. For customers, the
completion of the Scheme
brought closure, with redress
delivered through refunds,
balance write-offs, or Scheme
payments at pence in the
pound.
Handing back Regulatory
Permissions
Amigo had two companies that
were authorised and regulated by
the Financial Conduct Authority
(FCA). By early July 2025, the
FCA had agreed that we could
hand back both of our
permissions. We want to thank
the FCA for its assistance and
guidance throughout the Scheme
process.
Liquidations of Subsidiaries
Following completion of the
Scheme:
• On 29 September 2025, all of
Amigo subsidiaries, including
Amigo Loans Ltd, Amigo
Management Services Ltd, and
ALL Scheme Ltd (the Scheme
special purpose vehicle),
entered a solvent members’
voluntary liquidation.
• Before liquidation, the
subsidiaries transferred
£740,000 of residual funds to
Amigo, with Amigo providing an
indemnity undertaking to the
liquidators to cover all
liquidation costs. These costs
are expected to consume
around £290,000, leaving
approximately £460,000 for
Amigo. This amount was too
small to support a further
Scheme payment and will be
used to fund Amigo's minimal
overheads and the continuing
examination of potential RTO
targets.
Amigo now exists as a listed
company with no liabilities to
Scheme creditors.
Following appointment of the
liquidators of the subsidiaries,
the financial statements are
presented on a standalone basis
instead of a group consolidation.
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Annual Report & Accounts 2025
Corporate Governance
Our People and Culture
Our employees have been central
to delivering the wind down and
completing the Scheme in an
orderly and responsible manner.
They have demonstrated
remarkable resilience through a
very challenging period –
providing excellent service under
challenging circumstances,
knowing that their redundancies
were unavoidable.
Kerry Penfold did a great job of
leading us through the most
difficult parts of the wind down.
We are very grateful for her
leadership and friendship.
Employee wellbeing remained a
priority, with support provided to
remaining and departing staff
throughout the wind down.
Amigo retained key staff in
governance, customer care, and
compliance roles while it still had
customers. However, they have
now all left the business.
We have endeavoured to support
departing employees through the
redundancy process.
By mid-2025, only a small team
remained to finalise wind down
and pre-liquidation activities.
By October 2025, we had only
four employees to support the
liquidators and oversee the final
tasks.
All remaining employees have
subsequently been made
redundant.
Reporting and Financial
Management
Amigo's financial reporting and
structure also adapted during the
wind down:
Overall Financial Performance
Fundraising
: As described below
under Strategic Initiatives, in April
and May 2024, following General
Meeting approval, Amigo raised
just over £235,000 in aggregate
before expenses, through a small
share placing. This extended
Amigo’s financial runway.
Intercompany loan discharge
:
Also, as described below under
Strategic Initiatives, all
intercompany debts due by
Amigo to its subsidiaries were
discharged and released
Accounting year change
: As
mentioned above, Amigo
changed its financial year-end
from 31 March to 30 September.
The reason for this change was to
defer audit costs and conserve
cash.
Ongoing cash position
: Following
the subsidiaries' liquidations,
Amigo is left with approximately
£460,000 (net) at 30 September
2025 to fund corporate costs and
explore potential transaction
opportunities.
Amigo’s future as a Listed
Company
With no lending operations and
the Scheme obligations
discharged, Amigo has become a
listed non-operating cash entity
as the Board continues to explore
possible RTO opportunities,
supported by external advisers, to
create value for shareholders.
It was clear that if a suitable
opportunity did not emerge, that
the Company will, as previously
indicated, ultimately seek
shareholders’ approval to delist
from the London Stock Exchange
and enter its own members'
voluntary liquidation.
At present, shareholders should
recognise that Amigo’s cash
reserves are limited, and unless
a viable transaction is identified,
the Company is unlikely to have
any remaining value.
Amigo PLC – Strategic Initiatives
As noted above, ahead of their
solvent liquidations, the
subsidiaries transferred
approximately £740,000 in
residual funds to Amigo. After
estimated liquidation costs
(c£290,000), around £460,000
remains to fund corporate
overheads and the continuing
examination of RTO targets.
Before this transfer, Amigo had
just £10,000 remaining from the
share placing described below.
In line with our duties under the
Companies Act, Amigo continued
to explore opportunities to
enhance shareholder value:
Share Placing April/ May 2024
A total of 95,019,200 new shares
were issued fully paid across two
tranches in April and May 2024 at
an issue price of 0.25p per share,
raising just over £235,000, before
expenses. The second tranche of
71,252,800 shares required
shareholders to waive their pre-
emption rights at a General
Meeting held in April 2024. The
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Annual Report & Accounts 2025
Corporate Governance
resolution was passed, with
almost 98% votes cast in favour.
As part of that fundraising, all
intercompany debts owed by
Amigo to its subsidiaries, totalling
£71.0m, were discharged and
released, but the subsidiaries no
longer supported Amigo’s costs.
Amigo had no ability to pay these
debts, and without this step,
would have become insolvent if
the loans were called in during
the subsidiaries' solvent
liquidation.
Future opportunities
On 27 October 2025, Amigo
announced that it had appointed
Craig Ransley (Craig) as a Board
consultant to assist the Board in
identifying and pursuing a
reverse takeover in the mining
sector.
Under Craig's consultancy
agreement, Amigo agreed that if
Craig successfully introduced
investors that irrevocably agreed
to subscribe for a £1.5 million
capital raise, then Amigo would
pay Craig a fee of £200,000.
Craig agreed to use the fee to
subscribe for 57,035,200 Amigo
new ordinary shares of 0.25p
each fully paid (Fee Shares) at an
issue price of 0.3507p per Fee
Share.
On 14 November 2025, Amigo
announced that Craig had
successfully introduced investors
that irrevocably subscribed for up
to £1.5 million of unlisted
convertible loan notes (Loan
Notes) (subject to shareholders’
approval). Therefore, Amigo paid
the £200,000 to Craig who used
that to subscribe for the Fee
Shares.
The Loan Notes are convertible at
a price of 0.3p per Amigo new
ordinary shares of 0.25p each
fully paid into a maximum of
500,000,000 Amigo new
ordinary shares of 0.25p each
fully paid (Conversion Shares).
The subscription for the Loan
Notes is subject only to approval
by shareholders at a General
Meeting. The Loan Notes are
mandatorily convertible by Amigo
in two tranches:
•
First Tranche
- Amigo will
convert up to £1,125,000 of the
Loan Notes into a maximum of
375,000,000 Conversion Shares
on 19 January 2026.
•
Second Tranche
- The balance
of the Loan Notes which will
convert into a further
125,000,000 Conversion Shares
will only be converted by Amigo
on publication of a prospectus,
most likely in respect of any RTO,
or as otherwise permitted
subsequently under the
Prospectus Rules.
On 26 November 2025, Amigo
announced that it will enable
existing shareholders to
participate and buy new ordinary
shares in the capital raise at the
same price as the Loan Notes
through the Winterflood Retail
Access Platform to raise up to
£188,100 subject also to approval
by shareholders at a General
Meeting.
On 26 November 2025, Amigo
announced that it will hold a
general meeting to consider a
resolution relating to these
proposals on 19 December 2025.
Board Changes
Jim McColl
, who had been a
Strategic Consultant to the Board
since March 2024, joined the
Board in September 2024 as a
Non-Executive Director. Jim
brings 30 years of experience in
building businesses and creating
shareholder value. He has
focused on identifying potential
RTO opportunities and guiding
the Company through its next
phase.
Kerry Penfold
resigned as an
executive director on the Board in
May 2025. Kerry did an amazing
job as CEO, leading the team
through to completion of the very
complicated Scheme process.
Michael Bartholomeusz
resigned
as a Non-Executive Director on
the Board in May 2025. We are
very grateful for Michael's support
during this very difficult time for
Amigo. His contributions to board
discussions, with particular focus
on risk and regulation, helped
ensure that we did the right thing
for customers.
•
Nick Beal
, who had served as
Chief Restructuring Officer since
2020, joined the Board as CEO in
May 2025.
These changes reflect the
Board’s alignment with Amigo’s
current phase and strategic
priorities.
Summary
The period from April 2024 to
September 2025 saw the final
stages of Amigo Group's wind
down:
• Loan books sold and collections
ceased.
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Annual Report & Accounts 2025
Corporate Governance
• Subsidiaries placed into solvent
liquidation, with residual funds
transferred to the Amigo.
• At 30 September 2025, Amigo
was a listed company with
around £460,000 cash (net of
liabilities), no operations, and no
Scheme liabilities.
This is not the outcome the Board
or shareholders once hoped for.
However, Scheme creditors
received a better result than
originally forecast, and the wind
down has been conducted in a
solvent, controlled, and
responsible manner.
The future of Amigo PLC now
rests on whether it can secure a
viable RTO or other corporate
transaction with the resources
available. If no suitable
transaction occurs, Amigo may
seek shareholders’ approval to
delist and enter voluntary
liquidation, leaving shareholders
with no residual value.
Jonathan Roe
Chair
12 December 2025
Nick Beal
Chief Executive Officer
12 December 2025
Forward-looking statements
This Annual Report and Amigo Holdings PLC’s (the “Company”) website may contain certain “forward-looking statements”. These statements
can be identified by the fact that they do not relate only to historical or current facts. In particular, forward-looking statements include all
statements that express forecasts, expectations, plans, outlook, objectives and projections with respect to future matters, including trends in
results of operations, margins, growth rates, overall market trends, the impact of changes in interest or exchange rates, the availability or cost
of financing to the Company, anticipated cost savings or synergies, expected investments, the completion of any strategic transactions or
restructuring programmes, anticipated tax rates, changes in the international tax environment, expected cash payments, outcomes of litigation,
anticipated changes in the value of assets and liabilities related to pension schemes and general economic conditions.
Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as “anticipates”, “aims”,
“due”, In this report... “could”, “may”, “should”, “will”, “would”, “expects”, “believes”, “intends”, “plans”, “targets”, “goal” or “estimates” or, in
each case, their negative or other variations or comparable terminology. Forward looking statements are not guarantees of future performance.
By their very nature, forward-looking statements are inherently unpredictable, speculative and involve risk and uncertainty because they relate
to events and depend on circumstances that will or may occur in the future. Many of these assumptions, risks and uncertainties relate to factors
that are beyond the Group’s ability to control or estimate precisely. There are a number of such factors that could cause actual results and
developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not
limited to, changes in the political conditions, economies and markets in which the Group operates (including the impact of the UK leaving the
EU and the effects of the global Covid-19 pandemic); changes in the legal, regulatory and competition frameworks in which the Group operates;
changes in the markets from which the Group raises finance; the impact of legal or other proceedings against or which affect the Group;
changes in accounting practices and interpretation of accounting standards under IFRS; and changes in interest and exchange rates.
Any forward-looking statements made in this Annual Report or the Company’s website, or made subsequently, which are attributable to
the Company or any other member of the Group, or persons acting on their behalf, are expressly qualified in their entirety by the factors
referred to above. Each forward-looking statement speaks only as of the date it is made. Except as required by legal or statutory obligations,
the Company does not intend to update any forward-looking statements.
Nothing in this Annual Report or the Company’s website should be construed as a profit forecast or an invitation to deal in the securities of the
Company
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Annual Report & Accounts 2025
Corporate Governance
This Corporate Governance statement forms part of the Directors Report by way of cross reference.
In March 2023, Amigo announced it had been unable to secure sufficient capital to continue its original
plan to rebuild a responsible, mid-cost lending business under the Scheme’s Preferred Solution. As a
result, the Group moved to the Fallback Solution. This required an orderly wind-down of Amigo Loans Ltd
(ALL), including the immediate cessation of new lending and the Board focused on proportionate
governance suitable for a company in wind-down. While the wind-down requirement applied specifically
to ALL, with no other revenue-generating activities in the Group, all Group subsidiaries appointed
liquidators in September 2025. Board changes in 2025 (Kerry Penfold and Michael Bartholomeusz
leaving) reflect alignment with the Company’s transition from an operating group to a non-operating cash
entity.
The Group continues to investigate opportunities for Amigo to continue in some form, including a Reverse
Takeover. Jim McColl joined the Board in September 2024 to support this initiative. On 27 October 2025,
Amigo announced that it had appointed Craig Ransley as a Board consultant to assist the Board in
identifying and pursuing a reverse takeover in the mining sector. Subject to shareholders’ approval,
investors have irrevocably undertaken to invest up to £1.5 million for unlisted convertible loan notes (Loan
Notes). The net proceeds (after expenses) of the Loan Notes will be used to provide funds for due
diligence and progressing any potential RTO and general working capital.
If no viable transaction is achieved, the Board will be required to delist from the London Stock Exchange.
Amigo group’s lending business was created to help people with limited borrowing options gain access
to affordable loans and improve their financial situation. We aimed to provide fair, accessible loans to
customers who couldn’t use mainstream lenders.
However, we were unable to raise the funds needed to keep the business going and we stopped offering
new loans and began winding down the lending business in an orderly way. During this process, we
collected repayments, sold the remaining loan book, and managed customer complaints under the
Scheme, while continuing to follow good governance and regulatory standards.
Final payments were made to Scheme creditors. The Scheme was completed on its terms in August 2025
and all subsidiaries of Amigo appointed liquidators in September 2025.
Amigo, the listed parent company, is still exploring the possibility of an RTO to secure a future for the
business. Following the announcement that Amigo appointed Craig as a Board consultant, the Board has
started identifying and pursuing an RTO in the mining sector.
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6
Our People
Amigo has always valued its people, who have shown resilience and commitment through very challenging years.
As we’ve wound down the business, we’ve remained focused on supporting staff wellbeing, retaining key roles to
complete our obligations, and helping colleagues prepare for future careers.
All employees were placed at risk of redundancy in March 2023, but we reduced the initial impact by redeploying
staff internally and cutting outsourced work. We offered support through regular communication, a 24/7 assistance
line, Mental Health First Aiders, hybrid working, and outplacement services to help employees transition into new
roles.
Diversity, equity and inclusion remain central to our culture. Our policies and annual training ensure all employees
are supported and treated fairly, regardless of background, so everyone feels valued and able to reach their
potential.
The following graphics show our employee base at year end, split by gender, using the definition used in the
Hampton-Alexander Review – Improving gender balance in FTSE leadership, November 2019
Staff numbers as at 30 September 2025
Our Community and Social Action
In the past, Amigo took pride in supporting the community. Due to our current financial situation, we have been
unable to contribute to charities or other non-core activities as much as we would like. However, we still play a part
locally by working with local businesses and sharing job opportunities from other employers with our staff.
Human Rights and Modern Slavery
Amigo is committed to respecting human rights and upholding the highest ethical standards. We conduct our
business with integrity and strong governance. As required by the UK Modern Slavery Act, our Board approves a
Modern Slavery Statement each year, which is published on our website.
Senior Leadership Team
Other employees
Male 2
Female 1
Male 4
Female 2
Total
3
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Environment
Streamlined energy and carbon reporting year ended 31st March 2025
This report summarises the greenhouse gas emissions (scope 1 and 2) and total energy consumption for the
reporting year to 31 March 2025. It also includes the following 6 months, to align with the Group's accounting period.
It details the energy efficiency actions undertaken and the energy performance (intensity ratio) of Amigo Holdings
PLC in the reporting year. It also summarises the methodologies used for all calculations.
The information provided complies with the UK government Streamlined Energy & Carbon Reporting (SECR)
requirement, as implemented by the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and
Carbon Report) Regulations 2018.
Annual Reporting Figures
The reporting figures below include data from all Amigo Holdings PLC sites across the UK for the period 1 April to
31 March. In addition, figures for the six months to 30 September 2025 have also been included to align with the
Group's accounting period as disclosed in the annual accounts.
Table 1. Total Energy Consumption
Indicator
Metric
FY2023
FY2024
FY2025
FY2026
(Half-year)
Electricity
kWh
560,429
91,170
21,568
695
Fuels
kWh
0
0
0
0
Transport kWh 2,117 704 0 0
Total
kWh
562,546
91,874
21,568
695
Table 2. Greenhouse gas emissions for scope 1 and 2
Indicator Metric FY2023 FY2024 FY2025
FY2026
(Half-year)
Scope 1 emissions
(Fugitive emissions,
stationary & mobile
combustion)
tCO
2
e 0.51 0.17 0 0
Total scope 2 emissions
(location
-
based)
tCO2e 108.38 18.88 3.82 0.12
Total scope 2 emissions
(market-based)
tCO2e 26.06 18.88 9.07 0.29
Total scope 1 & 2
emissions (location-
based)
tCO
2
e 108.89 19.05 3.82 0.12
Total scope 1 & 2
emissions (market-
based)
tCO
2
e 26.57 19.05 9.07 0.29
Table 3. Intensity Ratio
Indicator Metric FY2023 FY2024 FY2025
FY2026
(Half
-
year)
GHG emissions intensity (total scope 1 & 2
emissions location
-
based)
tCO
2
e per FTE 0.54 0.15 3.8 0.13
GHG emissions intensity (total scope 1 & 2
emissions market
-
based)
tCO
2
e per FTE 0.13 0.15 9.1 0.31
Reason for change in SECR
FY2025
For scope 1 emissions, we had sold the Company’s van mid-way through the last reporting year, which resulted in
our mobile combustion emissions decreasing to 0. There have also been no refrigerant replacements needed for
AC units in the reporting year.
Our energy consumption has decreased overall as we have consolidated our office space. We vacated 11a,
Commercial Road in July 2024, moving into a shared office space with 7 desks. This has been reflected in the overall
reduction of electricity.
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Our intensity ratio has seen an increase due to the final reported FTE figure in the reporting year. At the end of the
last reporting period (FY2024), we had 127 FTEs compared to 29 FTEs at the end of March 2025. At the end of
September 2025, we had 9 FTEs.
FY2026
For FY2026 half-year results, all employees worked remotely from the 30 May onwards, as part of the business
closure. This has led to operational emissions reducing significantly.
Energy Efficiency Actions
There were no energy efficiency actions or initiatives implemented in FY2025, and therefore, nothing to report for
the financial year.
Organisational boundaries
In line with the reporting requirements of SECR, the organisational boundary encompasses everything within the
operational control of Amigo Holdings PLC. The reported emissions and energy consumption data included the
following offices:
• 11A Avenue Centre
• Regus, Oxford Point
Methodology
Amigo Holdings PLC collects and reports data in accordance with the Greenhouse Gas Protocol: A Corporate
Accounting and Reporting Standard, Revised Edition, as well as the ISO14064-1 standard.
Data is based on energy consumption for the period 1 April to 31 March. The 6 months that follow this have also
been included to align with the Company’s annual accounts.
Primary activity data was multiplied by the relevant emission factor to calculate the kWh figures (Table 1) and the
tonnes of carbon dioxide equivalent figures (Table 2).
As per best practice, scope 2 emissions were dual-reported and calculated using both location- and market-based
approaches. The location-based electricity was calculated by multiplying primary consumption data by the average
emissions intensity of the grid where the energy is consumed. Market-based electricity was calculated to account
for the use of renewable electricity. However, Amigo Holdings PLC had no contractual instruments in place to
account for any renewable energy being used. Therefore, the default residual mix emission factor, which represents
the unclaimed renewable energy in the market, was used.
Modelling approach
To model data gaps, an extrapolation approach was used. This is a statistical method that estimates unknown data
from existing data using intensity metrics and calculations.
Data provided by energy providers of 11a, Commercial Road was in spend (sterling). Using data available from
Ofgem, we were able to apply an assumption of 24.5 pence per kWh to estimate the usage figure.
For our rented space at Regus, Oxford Point, the office management team were unable to provide us with specific
energy usage data for the desk space which we occupied. To work around this, Regus were able to provide total
electricity consumption (kWh) and total square metres of the whole building, as well as the estimated square
metreage of our rented space (7 desks). We then estimated our consumption by dividing the total energy use by the
total square metreage of the building, then multiplied this by the square metreage of our space.
Emission factors
Emission factors were sourced from DEFRA 2025
,
published by the UK Department for Energy Security and Net
Zero and AIB 2024 Worldwide Electricity residual mix factors.
Taskforce on Climate-related Financial Disclosures (“TCFD”)
As a consequence of the wind down of the business, work towards assessing and responding to the risks and
opportunities that climate change presents stopped. This was considered appropriate in view of the wind down and
the nature of climate-related events. For this reason, Amigo did not comply with the 2023 TCFD recommendations
and has not continued on its path to TCFD compliance.
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Our section 172 statement
Under Section 172 of the Companies Act 2006,
company directors must act in good faith to
promote the success of the business for the
benefit of its members as a whole.
In March 2023, the Board decided it was no
longer possible to raise the necessary capital.
Amigo therefore moved to the “Fallback
Solution” — an orderly wind down of the
business. At that point, the Board had to
prioritise the interests of creditors over
shareholders.
When making decisions under Section 172,
directors must consider:
• the long-term impact of their decisions,
• the interests of employees,
• relationships with customers, suppliers
and others,
• the effect on the community and
environment,
• maintaining high standards of business
conduct, and
• fairness between members of the
company.
Amigo takes all of these into account. Our key
stakeholders include customers, employees,
shareholders, creditors, regulators, brokers,
suppliers, the local community and the
environment.
Even though the Company is winding down,
the Board continues to engage carefully with
all stakeholders. The priorities may have
changed, but the focus remains on achieving
the best possible outcomes — protecting
customers, treating staff fairly, and minimising
disruption for businesses that depend on us.
Our Customers
Our priorities have been
• Helping customers understand the Scheme of Arrangement and answering their questions.
• Keeping track of how customer needs changed, so we could step in early if extra support was required.
• Maintaining a consistent service throughout the wind-down and encouraging customers to manage their finances well.
• Collecting repayments from the loan book to maximise the funds available for creditors under the Scheme.
• Issuing Final Response Letters and making redress payments as quickly as possible, while making sure this did not put the overall pool of funds
at risk for other claimants.
How we have engaged
• We communicated with customers by post, SMS, email, a dedicated Scheme website (with FAQs), and a helpline.
• We tailored messages to each customer’s situation, aiming to provide reassurance.
• We trained our teams to spot signs of vulnerability, with systems to record and track concerns.
• We referred customers identified as potentially vulnerable to a specialist support team for extra help.
Outcomes
• Customers understood the Scheme, what it meant for them, and the importance of continuing repayments during the wind-down.
• Customers have received personalised support throughout their time with us.
Community and the Environment
Our priorities
• Support the most vulnerable people in society.
• Reduce our environmental impact.
Outcome
• A reduction in our carbon footprint as the business scales down.
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Our People
Our priorities
• Keep skilled and committed employees in key roles during the wind-down.
• Create an inclusive workplace where everyone feels valued and informed.
• Encourage open discussion and different perspectives.
• Support employees while they remain at Amigo.
• Help colleagues prepare for their next career steps after Amigo.
How we have engaged
• The CEO has hosted regular all-employee calls to share updates and take questions, supported by team meetings, weekly update emails,
and redundancy consultations.
• FAQs on the wind down and redundancies are available on the intranet.
• Communications are open and transparent, giving clear timescales where possible.
• Internal and external job opportunities have been promoted to help employees find new roles.
• We have provided outplacement services to support career transitions and help employees secure new jobs quickly.
• A 24/7 confidential employee assistance line is available for individual support.
• Mandatory training ensures everyone meets regulatory requirements.
• The Board receives regular employee updates from the Executive Team.
Outcomes
• We have retained key people through the wind down period.
• Our employees have been engaged and have had a solid understanding of our values and our regulatory obligations.
• Employees have been supported to reach their full potential both at Amigo and in their ongoing career.
Investors
Our priorities
• Give investors clear, timely, and transparent updates in line with regulations and best practice.
• Manage expectations and help investors understand Amigo’s financial position and challenges.
• Keep exploring reverse takeover (RTO) options to reduce losses for investors.
How we have engaged
• Held the 2024 AGM (30 September 2024) and a General Meeting (30 April 2024), with both in-person and online access, giving investors
the chance to question the Board.
• Published financial results every six months, with webcast presentations, and made them available through the London Stock Exchange and
Amigo’s website.
• Held calls with shareholder groups, individual investors, and potential investors, led by senior management and the Chair.
• Offered a dedicated investor email address and provided share information and FAQs on the corporate website.
• Board members took part in ad hoc investor meetings and received regular updates from the General Counsel/Company Secretary and later
CEO.
Outcomes
• Continued exploring RTO opportunities and raised a small amount of capital to support this work.
• Contacted a wide range of advisers (FCA Sponsors, Brokers, law firms, accountants), leading to constructive discussions with potential RTO
partners, several are still ongoing.
• Provided investors with the information needed to make informed decisions.
• Issued 95,019,200 new ordinary shares at £0.0025 each in April and May 2024, arranged by Peterhouse Capital Limited.
Our Suppliers
Our priorities
• Keep key suppliers in place to avoid disruption, support customers, and ensure an orderly wind-down.
• Reassure suppliers that Amigo has enough funds to pay for services in full and on normal terms.
How we engage
• Use a careful procurement process to choose suppliers that fit well with the business and build strong relationships.
• The Board reviews updates on supplier matters, including outsourcing proposals.
Outcome
• We’ve built open, effective, and collaborative relationships with partners.
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Financial
Poor management
of cash, capital, or
investments could
cause financial
losses.
Strategic
Poor decisions, failure to
adapt, or adverse external
conditions could prevent
us from achieving our
objectives.
Operational
Business
operations could
fail due to
inefficiencies, or
problems with
processes, staff, or
systems.
The Group's focus during this period was on optimising recoveries for Scheme creditors while
minimising costs, as the wind-down of operations was completed and the Board continued to explore
RTO opportunities. The key performance indicators (KPIs) presented in previous years to help assess
the Group’s progress against its strategy are no longer applicable.
Our principal risks
Principal risks are those that could have a major impact on Amigo’s performance, objectives, or
reputation. We recognise that taking some risk is unavoidable, but we aim to make sure any risks we
take are carefully considered, well managed, and supported by controls to reduce their impact if they
occur.
Our overall risk profile is regularly reviewed across the business to ensure decisions are consistent
with our agreed level of risk appetite. Each principal risk has a defined “appetite” — the amount of risk
we are prepared to accept in line with our strategic goals.
Since lending stopped in March 2023, our risk profile has shifted. The main focus was on managing the
orderly wind down, carrying out the Scheme of Arrangement, and completing debt sales.
We have identified our three current principal risks:
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Principal risks and uncertainties
Our principal risks and uncertainties are summarised below.
Operational
Risk appetite
• Amigo has balanced the need for
reliable operations with remaining
flexible.
• Operations were scaled down
safely and in an orderly way during
the wind-down.
• The Group aimed to keep enough
skilled staff to meet objectives
throughout the wind-down
Risk drivers and threats
• The existing infrastructure has
remained stable, with no major
outages affecting customers.
• As the business scaled down, staff
and supplier numbers, physical
locations and infrastructure have
reduced proportionately. From
May 2025, all staff have worked
remotely.
• Cyber-attacks remain a potential
threat.
Key mitigating actions
• Amigo works with trusted third-
party cyber experts to manage
cyber risks.
• Operational risks were continually
monitored to ensure a controlled
wind-down.
• Retaining key personnel to
support business objectives
remained a focus.
Strategic
Risk appetite
During wind-down, the focus was on:
• Completing an orderly wind-down
• Selling debt and collecting
remaining loans
• Providing customer redress
• Processing Scheme claims
Our focus is now on:
• Finding and securing the right
opportunity for an RTO.
Risk drivers and threats
The Company has needed to
remain flexible and responsive to
internal and external changes
during and since the wind-down.
Key mitigating actions
• Grant Thornton was appointed to
advise on a structured, orderly
wind-down.
• We continue to explore potential
reverse takeover options to
reduce investor losses.
Financial
Risk appetite
This was to:
• Operate the finance function to
support the wind-down, manage
remaining lending, and ensure
funds are transferred to the
Scheme.
• Focus on supporting customer
redress rather than generating
profit during the wind-down.
Risk drivers and threats
Need to ensure funds are available
and managed properly to meet
obligations under the Scheme.
Key mitigating actions
• Scheme funds were secured and
managed with oversight by the
Scheme administrators, PwC.
• Liquidity remained sufficient
against wind-down forecasts.
• Obligations to fund customer
redress have been met.
• Amigo maintained a solvency
buffer to ensure a structured and
orderly wind-down.
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Going concern and viability statement
Basis of Preparation
When preparing these financial statements, the
Board reviewed whether the Group and Company
could continue as a going concern for at least 12
months from the approval date.
Going Concern
On 23 March 2023, the Board announced that
Amigo would implement the Fallback Solution under
the Scheme. This required ALL (the Group’s only
trading subsidiary) to stop lending, enter an orderly
wind down, and transfer any surplus cash to
Scheme creditors.
Amigo’s back book of loans has been run off, sold or
written off. Interim and final distributions or Scheme
payments have been paid to all Scheme creditors,
and almost all of the staff have exited the business
since implementation of the Fallback Solution. ALL
entered liquidation on 29 September 2025, in line
with obligations under the Scheme.
Given the cessation of trading on 23 March 2023,
alongside no apparent realistic strategic capital raise
or viable alternative solutions, and the requirement
dictated by the Scheme to ultimately liquidate ALL
(the Amigo Loans Group’s sole cash-generating
unit), the Board has determined that the financial
statements for the period ended 30 September
2025 will be prepared on a basis other than going
concern, consistent with the prior period. In making
this assessment consideration was given to the
potential for the Amigo Holdings PLC to attract a
reverse takeover or similar transaction. However,
such an outcome, whilst the strategic intention of
the Directors, does not have sufficient certainty in
either cashflow or ability to trade to change the
basis of preparation from that adopted in the period
ended 30 September 2025.
IFRS accounting standards have still been applied
throughout these statements, based on the
conditions in place as of 30 September 2025.
Viability Statement
In line with Provision 31 of the UK Corporate
Governance Code, the Board assessed the Group’s
viability.
Following the failed capital raise and end of new
lending, the Board confirmed on 23 March 2023 that
the Group would move into an orderly solvent wind
down. The wind down has now been completed and
the subsidiaries placed in liquidation. Amigo’s
remaining value depends on securing an RTO or
other strategic transaction. If no suitable transaction
occurs, Amigo may seek shareholder’s approval to
delist and enter voluntary liquidation, leaving
shareholders with no residual value.
In November 2025, Amigo announced that, subject
to shareholders’ approval, it had secured £1.5 million
of new funds. These funds will be used to explore
RTO opportunities in the mining sector. As there is
no certainty about either raising the new funds
and/or securing an RTO, the longer-term viability of
Amigo remains uncertain.
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Jonathan Roe
The following reports explain how
the Board operates both (i) from a
governance and control
perspective and (ii) in ensuring
that Amigo complies with the
principles and relevant provisions
of the UK Corporate Governance
Code.
The Amigo Board continues to
take corporate governance
extremely seriously. As Amigo
evolves, I will continue to ensure
that we uphold high standards,
appropriate to the size and nature
of the business.
This Governance section includes:
• details of our Board of
Directors, who are responsible
for delivering positive
outcomes for all our
stakeholders;
• the role and operation of the
Board, together with an
assessment of its
effectiveness;
• the Report of the Audit
Committee;
• the Report of the Nomination
Committee;
• the Report of the Risk
Committee;
• the Directors’ Remuneration
Report; and
• the Directors’ Report.
In March 2023, we made the
difficult decision to move to the
Fallback Solution under the
Scheme of Arrangement. This
required the wind-down of the
subsidiary companies. As a result,
the Board’s priorities shifted
towards overseeing the wind-
down, optimising returns for
Scheme creditors, and exploring
transactions that could provide
new life for Amigo. Throughout
this process, we have maintained
a focus on having a well-balanced
and effective Board, strong
oversight of risk management,
and open engagement with all our
stakeholders.
During the financial period, the
Board continued with a reducing
number of members, which was
appropriate given our
commitment to managing costs.
We began and ended the period
with two Non-Executive Directors
and one Executive Director.
In May 2025, Kerry Penfold
stepped down as Chief Executive
Officer and was succeeded by
Nick Beal, our Chief Restructuring
Officer, who assumed the CEO
and CFO roles in addition to his
own. Michael Bartholomeusz also
stepped down as Independent
Non-Executive Director in May
2025 and has not been directly
replaced. Michael received no
additional severance payments,
while Kerry received a
redundancy payment and was
paid in lieu of notice.
In March 2024, Jim McColl was
appointed as a strategic
consultant to assist in identifying
potential RTO opportunities—an
option the Board considered to be
in the best interests of
shareholders. In September 2024,
he was appointed as a Non-
Executive Director.
I have again been impressed by
the professionalism and
commitment of all Directors
serving on the Board this period.
I would like to thank my fellow
Directors, past and present, for
their dedication and support
during this challenging period for
Amigo.
Jonathan Roe
Chair of the Board
12 December 2025
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Age: 70
Tenure: 5 years
Profile:
Jonathan joined the Board in
August 2020 as a Non-
Executive Director. He became
Non-Executive Chair of the
Board following approval by
the FCA under the Senior
Managers Regime in October
2020.
Background and external
appointments:
Jonathan is a qualified
chartered accountant with
extensive experience advising
listed and regulated
companies. This includes 25
years advising public
companies on major corporate
transactions, principally with
Dresdner Kleinwort as a senior
member of its Equity Capital
Markets team, where his clients
included: Norwich Union,
Orange, Rosneft, and HBOS.
He also advised on M&A, and
related fundraising activity for:
BAE Systems, 3i Group,
Provident Financial and Avis
Europe. Jonathan was Non-
Executive Director of Vanquis
Bank for seven and a half years
including three and a half years
as chair. He was also a non-
executive director of
Automobile Insurance Services
Ltd for 6 years.
Brings to the Board:
Jonathan has extensive board
experience in financial
services, including as chair.
Age: 54
Tenure: 14 years at Amigo
Profile:
Nick joined the Board in May
2025 when he became CEO,
having been Company
Secretary since November
2023.
Background and external
appointments
Nick is a qualified solicitor and
served as Director of Legal and
Compliance for various Group
companies between 2011 and
2019. He was Company
Secretary for the Group
between November 2013 and
June 2019 and Chief
Regulatory and Public Affairs
Officer from April 2019 to
October 2020. He became
Chief Restructuring Officer in
October 2020 to lead the
Scheme and General Counsel
in September 2023. Before
joining the Group, Nick was
Head of Legal at Barclays from
2007 to 2011 and before that
was a Solicitor at Bradford &
Bingley plc and Yorkshire
Building Society.
Brings to the Board:
Nick has worked for Amigo at
director level in a wide range of
senior roles. He also has many
years of hands-on experience in
financial services and equities
markets.
Age: 73
Tenure: 1 year
Profile:
Jim was appointed as a Non-
Executive Director in
September 2024 to help the
Board examine potential
strategic and RTO
opportunities.
Background and external
appointments:
Jim is an experienced
entrepreneur and investor with
a long record in business
transformation, growth and
restructuring. He is founder,
Chairman and CEO of Clyde
Blowers Capital, an
international industrial
investment group. He’s
previously also held senior
roles at Weir Group PLC and
Diamond Power Specialty Ltd.
He’s served on multiple UK and
international boards and is
widely recognised for his work
in engineering and enterprise
development.
Brings to the Board:
Jim brings extensive expertise
in strategic turnaround,
mergers and acquisitions, and
stakeholder management.
Provides valuable insight and
commercial perspective as
Amigo pursues value recovery
and future options.
Other Directors holding office in the year:
Michael Bartholomeusz was a Director of the Company during the period
until he left on 31 May 2025.
Kerry Penfold was a Director of the Company during the period until 12
May 2025 and left the Group on 31 May 2025.
Chair: Audit, Nomination,
Remuneration, & Risk
committees
Member: Audit, Nomination,
Remuneration, & Risk
committees
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Corporate governance statement
Statement of compliance with the 2018 UK Corporate
Governance Code
Amigo is subject to the 2018 UK Corporate Governance
Code (the UK Corporate Governance Code), which was
issued in 2018 by the Financial Reporting Council and
is available at www.frc.org.uk. The UK Corporate
Governance Code sets out guidance in the form of
principles and provisions on how companies should be
directed and controlled to follow good governance
practice. Companies listed in the UK are required to
disclose how they have applied the main principles and
whether they have complied with its provisions
throughout the financial year. Where companies have
not complied with the provisions, they must provide an
explanation. Throughout the period to 30 September
2025, the Company has complied with the provisions
set out in the UK Corporate Governance Code, except
for the following matters:
Per provision 4,
when 20 per cent or more of votes have
been cast against the board recommendation for a
resolution, the company should explain, when
announcing voting results, what actions it intends to
take to consult shareholders in order to understand the
reasons behind the result and an update of this should
be presented in 6 months, with a final summary in the
Annual Report
.
During the AGM held September 2024, 4 resolutions
received 20%+ votes against. The Board did not deem
it necessary to consult on these as, given the ongoing
wind down, it would not be possible to make any further
changes to reflect them. While the Board is aware that
this is not in compliance with the Code, the Board
respects the Company’s shareholders and their right to
dissent and felt it would be disingenuous to consult on
matters where change at this time, given the
Company’s position and wind down, would not be
possible.
Per provision 5,
the board should understand the views
of the company’s other key stakeholders and describe
in the annual report how these and the matters set out
in section 172 of the Companies Act 2006 have been
considered in board discussions and decision-making.
The board should keep engagement mechanisms
under review so that they remain effective.
For engagement with the workforce, one or a
combination of the following methods should be used:
• a director appointed from the workforce;
• a formal workforce advisory panel; or
• a designated non-executive director.
If the board has not chosen one or more of these
methods, it should explain what alternative
arrangements are in place and why it considers that
they are effective.
The Board has not used one of the prescribed methods
for staff engagement. The Group has a relatively small
number of staff, almost all of whom are based in
Bournemouth. All of the Board regularly attend the
offices and speak to a range of staff. Throughout the
year, all staff have been subject to a redundancy
consultation. There are also regular all-staff calls with
the opportunity for staff to raise questions. The Group
also has a whistleblowing process to allow staff to raise
concerns (including confidentially) to the Board (Non-
Executive) whistleblowing champion. The Board
believes that these together are effective in meeting its
Section 172 obligations to engage with the workforce.
Per provision 12,
the board should appoint one of the
Independent Non-Executive Directors to be the Senior
Independent Director to provide a sounding board for
the Chair and serve as an intermediary for the other
Directors and shareholders
.
The Company appointed Maria Darby-Walker the
Senior Independent Director on 6 June 2022. Since
Maria resigned on 27 March 2023, the Company has
not had a Senior Independent Director. While the Board
is aware that this is not in compliance with the Code, it
believes that, due to the ongoing wind down of the
Group and the small size of the Board, the appointment
of a new Senior Independent Director is not required.
Per provisions 21 and 22,
the board should carry out a
formal and rigorous annual evaluation of the
performance of the board, its committees, the chair and
individual directors. The chair should consider having a
regular externally facilitated board evaluation. In FTSE
350 companies this should happen at least every three
years. The chair should act on the results of the board
performance review by recognising the strengths and
addressing any weaknesses of the board. Each director
should engage with the process and take appropriate
action when development needs have been identified.
In July 2022, the Company engaged The Corporate
Governance Institute of the UK and Ireland to conduct
a Board evaluation. Given the ongoing wind down of
the Group, the Company did not believe that there was
any benefit to be gained from another evaluation this
year.
As there was no review this year, no action has been
taken based on the results.
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Per provision 24,
the board should establish an audit
committee of independent non-executive directors,
with a minimum membership of three, or in the case of
smaller companies, two. The chair of the board should
not be a member.
The Committee was not in compliance with the relevant
provision of the Code. The Board started the period
with only three Non-Executive Directors (NEDs),
including the Chair of the Board, and once Michael
Bartholomeusz resigned, there were only two NEDs,
including the Chair. The Board believes that due to the
ongoing wind down of the Group, the composition of
the Committee is appropriate.
Per provision 25 & 26,
the audit committee should
monitor and review the effectiveness of the company’s
internal audit function or, where there is not one,
considering annually whether there is a need for one
and making a recommendation to the board. Where
there is no internal audit function, an explanation for the
absence, how internal assurance is achieved, and how
this affects the work of external audit
.
Due to the ongoing wind down of the Group, the
Company does not have an internal audit function.
However, the Audit Committee has kept this under
close review. Arrangements are in place with PwC (the
previous Internal Auditors of the Company) to provide
support if required.
Per provision 32,
The board should establish a
remuneration committee of independent non-executive
directors, with a minimum membership of three, or in
the case of smaller companies, two. In addition, the
chair of the board can only be a member if they were
independent on appointment and cannot chair the
committee. Before appointment as chair of the
remuneration committee, the appointee should have
served on a remuneration committee for at least 12
months.
Since the resignation of Mr Bartholomeusz, Mr Roe has
taken effectively been appointed chair of the
Committee by virtue of committee meetings being held
as part of the Board meetings. While the Board is aware
that this is not in compliance with the Code, it believes
that, due to the ongoing wind down of the Group and
the small size of the Board, the appointment of a
Director to serve as Chair of this Committee cannot be
justified.
Per provision 36,
Remuneration schemes should
promote long-term shareholdings by executive
directors that support alignment with long-term
shareholder interests.
Currently, there are no active or open share incentive
schemes.
All existing schemes have been closed as part of the
ongoing wind down of the Group. While the Board is
aware that this is not in compliance with the Code, its
shares are not deemed to contain significant economic
or fiscal benefits to achieve the aim of this provision.
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Governance Report
Role of the Board
Table detailing number of meetings attended (note composition of Committees changed in the period; full details
of attendance shown in the individual Committee’s report)
Meeting type
Total meetings
in period
Jonathan Roe 
1
Michael
Bartholomeusz 
2
Jim McColl
3
Kerry Penfold
 4
Nick Beal
5
Board –
scheduled
11 11 of 11 10 of 11 6 of 7 10 of 10 1 of 1
Board – ad hoc 13 13 of 13 10 of 11 5 of 8 11 of 11 2 of 2
Audit 3 3 of 3 3 of 3 0 of 1 n/a n/a
Risk 3 3 of 3 3 of 3 0 of 1 n/a n/a
Remuneration 2 2 of 2 2 of 2 1 of 1 n/a n/a
Nomination 2 2 of 2 2 of 2 1 of 1 n/a n/a
1 Jonathan Roe was a Director throughout the period.
2 Michael Bartholomeusz was a Director until he stood down as a Director on 12 May 2025.
3 Jim McColl was appointed as a Director on 1 September 2024.
4 Kerry Penfold was a Director until she stood down as a Director on 12 May 2025.
5 Nick Beal was appointed as a Director on 12 May 2025.
Leadership and Effectiveness
Amigo and its subsidiaries were originally
established to provide affordable loans to people
who could not easily access credit from mainstream
lenders. Many of their customers had previously
struggled to obtain credit elsewhere.
Our priorities have now changed. In this financial
period the Board has been focused on:
1. Completing the orderly wind down of
subsidiaries in line with the Scheme;
2. Realising assets to optimise returns for Scheme
creditors, while supporting our employees’
wellbeing;
3. Preparing Amigo to operate as a shell for a
potential RTO; and
4. Identifying a suitable RTO candidate
Leadership roles
The Board is collectively responsible for Amigo’s
leadership, strategy, oversight, and management.
The roles of the Chair and Chief Executive Officer
(CEO) are clearly separated and defined.
• The Chair leads the Board, ensuring it operates
effectively and that every Director can contribute
through open discussion and debate.
• The CEO leads the senior management team,
implementing the agreed strategy and managing
the day-to-day operations and conduct risk of
the business.
• The Non-Executive Directors provide
independent oversight. They challenge and
review the strategies proposed by the Executive
Directors, monitor performance against agreed
goals and risk appetite, and ensure accurate and
comprehensive information is provided to the
Board. They also oversee executive pay through
the Remuneration Committee and, through the
Nomination Committee, review the skills and
experience of senior management.
Operation of the Board
Certain key matters are reserved for full Board
approval. These include:
• setting long-term strategy and objectives;
• approving budgets, financial statements and the
Annual Report;
• considering potential acquisitions, disposals and
RTO opportunities;
• approving changes to the Group’s structure; and
• overseeing corporate culture, conduct and
governance.
To manage its responsibilities efficiently, the Board
has delegated specific areas to its Audit, Risk,
Nomination and Remuneration Committees.
There was an Executive Committee (ExCo), made up
of Executive Directors and senior managers. ExCo
handled day-to-day operations and met formally
each month. As part of the wind-down the ExCo was
disbanded in May 2025.
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The Board typically meets around ten times a year,
aligned with key points in the financial calendar.
Meetings have covered progress on the wind down
and Scheme of Arrangement, financial performance,
compliance, risk, complaints data, and strategic
opportunities such as an RTO. Where necessary,
functional heads attend meetings to present reports
and answer questions. Following appointment of the
liquidators of Amigo’s subsidiaries in September
2025 the Board’s focus has been on strategic RTO
opportunities.
Between scheduled meetings, Directors remain in
frequent contact, and additional meetings are
arranged at short notice when required. Meetings
have normally been held in person, though recently
most have been conducted online, due to timing or
logistics. Directors unable to attend are consulted in
advance and invited to provide comments.
Board papers are circulated about a week before
each meeting, providing time for review. These
include management accounts, governance updates
and regulatory reports. The Chair also holds informal
meetings with the Non-Executive Directors without
the Executives present.
Accountability
The Board is responsible for confirming that this
Annual Report, taken as a whole, is fair, balanced
and understandable, enabling shareholders to
assess the Group’s performance, business model
and strategy. In doing so, it draws on input from the
Audit and Risk Committees and senior management,
who review the content in detail.
Annual results are approved at the Annual General
Meeting (AGM).
Board effectiveness and evaluation
In line with the UK Corporate Governance Code, the
Board normally carries out an annual evaluation of
its performance and that of its Committees and
individual Directors. Given the reduced size of the
Board during wind down, a formal review was not
undertaken this period. Instead, effectiveness was
monitored through ongoing discussion and
feedback.
Training and support
Directors are responsible for maintaining up-to-date
knowledge of the Group and relevant regulation.
Training needs are reviewed regularly, and updates
on governance, financial reporting and regulation
have been provided through briefing papers and,
where necessary, external sessions with advisers.
New Directors receive an induction covering the
Group’s operations, policies and governance.
Directors may obtain independent professional
advice at the Company’s expense and have access
to the Company Secretary. Directors’ and Officers’
liability insurance was maintained throughout the
period.
All Directors completed mandatory e-learning
modules covering regulatory standards, culture, anti-
bribery, anti-money laundering, data protection,
cybersecurity, and related topics.
Board composition and diversity
At period-end, the Board comprised:
• Jonathan Roe, Independent Non-Executive Chair
• Jim McColl, Independent Non-Executive Director
• Nick Beal, CEO and Executive Director. Kerry
Penfold stepped down as CEO during the period
and was succeeded by Nick Beal.
Independent Non-Executive Director, Michael
Bartholomeusz stepped down and was not
replaced.
The Board’s approach to diversity is set out in the
Nomination Committee Report (page 28). Broader
workforce diversity initiatives are described on page
9.
As of 30 September 2025, men represented 100%
of the Board (none of the members, self-identified),
and no members identified as being from a minority
ethnic background. Given the Company’s wind-
down, the Board considers it impractical to pursue
gender or ethnic diversity targets at this stage.
The tables below show Amigo’s ethnic and gender
make-up as at 30 September 2025 (according to the
FCA’s requirements on Diversity, Equity and
Inclusion).
Reporting on sex/gender representation at Board and Executive Management level as at 30 September 2025
Gender
No of board
members
% of the Board
Number of senior positions on the Board
(Chair, SID, CEO & CFO)
Men
3
100
2
Women
0
0
0
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Reporting on ethnicity categories at Board and Executive Management level as at 30 September 2025
ONS ethnicity category
Number of
Board members
% of the Board
Number of
senior positions on the Board
White British or White Other
3
100
2
Mixed Ethnic
0
0
0
Board independence and Committee membership – Directors as at 30 September 2025
Name
Independent
Audit
Committee
Nomination
Committee
Remuneration
Committee
Risk
Committee
Jonathan Roe
Yes
Jim McColl
Yes
Nick Beal
No
Key: Member Chair
Independence
After careful review, the Board is satisfied that both
Non-Executive Directors met the independence
requirements of the UK Corporate Governance
Code when they were appointed and continue to do
so.
Jonathan Roe was independent at the time of his
appointment, having never been employed by
Amigo and holding a range of external interests. The
Board considers that he has remained independent
throughout his time as Chair.
Before joining the Board, Jim McColl was appointed
as a Board advisor on potential RTO opportunities.
The Board is satisfied that this did not affect his
independence and that he has remained fully
independent as a Director.
Commitment and conflicts of interest
All Directors are required to disclose any significant
external commitments before joining the Board and
to update the Board if their circumstances change.
The Board is satisfied that both Non-Executive
Directors devote sufficient time to their duties and
continue to meet their responsibilities to Amigo.
Under the Company’s Articles of Association, the
Board must approve any potential conflicts of
interest. During the period, a small number of
possible conflicts were considered in relation to
Directors’ own remuneration arrangements. In each
case, the Director concerned did not take part in the
discussion or decision about their own position.
Directors are also reminded that they must promptly
inform the Board of any potential conflict linked to a
proposed transaction or business activity.
Internal controls and risk management
The Board operates a clear framework for internal
control and risk management. This includes:
•
a defined list of matters that must be approved
by the Board;
•
clear rules on delegated authority and related
limits;
•
a comprehensive annual budget for the Group;
•
regular monitoring of performance against
budget, with updates to the Board;
•
a centralised financial reporting system with
built-in controls and reconciliations;
•
ongoing review of accounting standards in
consultation with the external auditor and Audit
Committee;
•
formal policies and training for all employees
covering anti-bribery and corruption, anti-money
laundering, data controls and whistleblowing;
•
continuous review of the principal risks facing
the Group, alongside the Audit Committee’s
assessment for the viability statement; and
•
regular reports on finance, tax and treasury
matters provided to the Audit Committee.
Relations with shareholders
The Board is committed to keeping shareholders
informed about Amigo’s performance and ensuring
that their views are understood.
Communication takes a range of forms. The
Company Secretary maintains contact with
shareholders, most of whom are retail investors who
hold their shares through large platforms such as
Hargreaves Lansdown, Interactive Investor and
Halifax Share Dealing.
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Investor presentations prepared for results
announcements are published on the Company’s
website and are designed to be accessible to all
shareholders. The Board receives feedback from
meetings held between the Executive Director and
investors.
The Chair and other Board members are available to
shareholders who wish to raise governance
concerns through channels other than the Executive
Director.
Recognising that a large proportion of Amigo’s
shares are held by retail investors, the Board has
engaged directly with shareholder groups and
worked to make company communications clear,
transparent and easy to understand.
Annual General Meeting (AGM)
Amigo will hold its sixth AGM in January 2026.
Notice of the AGM will be sent to shareholders at
least 14 days before the meeting. All substantive
items of business at shareholders’ meetings are
dealt with under separate resolutions, including a
resolution to receive the Annual Report and
Accounts. Shareholders will be able to submit
individual questions as part of the AGM process.
Corporate Website
There is a dedicated investor relations section on
the Group website (www.amigoplc.com). All
Company announcements and slides used for
presentations to investors are available at this
address. Queries from investors should be sent by
email to investors@amigo.me.
Board Committees
The Board has delegated specific responsibilities to
standing Committees, details of which are set out
below. Doing this allows its members to focus on the
key areas for which they are individually
accountable. However, given the size of the Board,
all committees now meet as part of Board meetings.
The Board has approved the formal terms of
reference for the Audit Committee, Nomination
Committee, Risk Committee, and Remuneration
Committee, which are available on request or to
download from the Group’s website.
The Group also has a Disclosure Committee, which
is responsible for managing the disclosure of
information by the Group in compliance with its
obligations under the Market Abuse Regulation, the
Financial Conduct Authority’s Listing Rules, and the
Disclosure Guidance and Transparency Rules. The
Disclosure Committee is comprised of the members
of the Board and other senior managers, if
appropriate, but due to the time pressures
associated with considering such disclosure matters,
may at times not include all Directors. Given the
small size of the Board, all matters covered by the
Disclosure Committee were dealt with by ad hoc
Board meetings.
Disclosure Guidance and Transparency Rules
disclosure
The information required under DTR 7.2 can be
found in: this report and reports from the
Nomination, Risk, and Audit Committees.
Information required under DTR 7.2.6 is included
separately in the Directors’ Report,
C
ommittee
Key function, responsibility and area of expertise
Risk
• Advises the Board on the Company’s overall risk appetite, tolerance, and strategy, taking into
account the factors that influence the approach to risk. Considers the risk policies in place and
ensures they form part of a comprehensive assessment of risks, including those affecting our
business model, future performance, solvency, liquidity, operational resilience, business
continuity, and business disaster recovery.
• Regularly reviews and approves the parameters used to measure risk and the methodology
employed to assess such risks. Considers procedures and, in conjunction with the Audit
Committee, sets standards for accurate and timely reporting of significant exposures and risks
adjudged to be of critical importance.
• Considers fraud matters and ensures procedures are in place to deal with applicable legal and
regulatory requirements, including consideration of anti-money laundering practices and
customer and conduct risk.
• Reviews systems and controls for determining correct ethical behaviour and the prevention of
bribery, corruption and modern slavery.
• On an ad hoc basis, considers matters on behalf of the Board, including acquisitions, disposals
and new products.
• Reviews the activities of any Chief Risk Officer, including considering the appointment and
removal of that officer. In conjunction with the Audit Committee, reviews the effectiveness of
the Group’s system of internal controls and ensures the adequacy of the Group’s Compliance
function.
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ommittee
Key function, responsibility and area of expertise
Audit
• Oversees, monitors and reviews the effectiveness of the Company’s external audit provider,
including its remit, appointment and remuneration.
• Assists the Board in monitoring the Group’s financial reporting process and the integrity of the
Group’s periodic financial statements, including reporting of financial performance to the
market.
• Advises the Board whether the Annual Report and Accounts, taken as a whole, is fair, balanced
and understandable, and provides the necessary information for shareholders to assess the
Company’s position, performance, business model and strategy.
• In conjunction with the Risk Committee, reviews the effectiveness of the Group’s system of
internal controls and ensures adequate whistleblowing procedures are in place.
• Historically, the Committee oversaw the remit of, appointed, decided remuneration of,
monitored and reviewed the effectiveness of the Company’s Internal Audit provider. The
Committee considered this in the context of the Company’s overall risk management system
and ensured that the findings were investigated and addressed appropriately.
• Given the winding down of the business, the Internal Audit function was available if needed but
not engaged during the period. The Risk and Compliance functions undertook appropriate
internal assurance activities. The Audit Committee will procure additional assurance if required.
• Regularly reviews the structure, size, composition and skill set of both the Executive and Non-
Executive Directors. Considers succession planning, director resignation, and re-election at
AGMs, including identifying appropriate candidates to fill vacant or new roles.
• Develops, regularly reviews and makes recommendations on the Company’s approach to
governance practices, including monitoring any conflicts of interest.
• Considers the ongoing educational and training needs of the Board in relation to changing
market requirements.
• Advises the Board on the Company’s overall risk appetite, tolerance and strategy, taking into
account the factors influencing the approach to risk. Considers the risk policies in place and
ensures they form part of a robust assessment of the risks, including those affecting our
business model, future performance, solvency, liquidity, operational resilience, business
continuity and business disaster recovery.
• Regularly reviews and approves the parameters used in measuring risk and the methodology
used to assess such risks. Considers procedures and, in conjunction with the Audit Committee,
sets standards for accurate and timely reporting of significant exposures and risks adjudged to
be of critical importance.
• Considers fraud matters and ensures procedures are in place to deal with applicable legal and
regulatory requirements, including consideration of anti-money laundering practices and
customer and conduct risk.
Nomination
• Regularly reviews the structure, size, composition and skill set of both the Executive and Non-
Executive Directors. Considers succession planning, director resignation, and re-election at
AGMs, including identifying appropriate candidates to fill vacant or new roles.
• Develops, regularly reviews and makes recommendations on the Company’s approach to
governance practices, including monitoring any conflicts of interest.
• Considers the ongoing educational and training needs of the Board in relation to changing
market requirements.
Remuneration
•
Determines the terms and conditions of employment of each of the Board, Executive Directors,
senior management and Company Secretary.
• Determines the remuneration policy, which includes termination and compensation payments,
pension arrangements and expenses, considering relevant laws and regulations.
• Determines all aspects of share incentive arrangements in consultation with shareholders. Sets
and designs appropriate performance targets and criteria, including determining when
payments should be withheld or clawed back from an Executive Director.
• Liaises with the Nomination Committee to ensure remuneration for newly appointed Executive
Directors fits within the Remuneration Policy.
• Oversees workforce policies and practices to make recommendations to the Board to promote
the long-term success of the Group and align with strategies and values.
• Responds to matters raised during the AGM by shareholders in relation to the Remuneration
Policy.
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Audit Committee report
Overview
I am pleased to present the Audit Committee
Report. The Committee is responsible for monitoring
the accuracy of the Group’s financial reporting,
reviewing internal controls, and overseeing both the
internal and external audit processes, along with
other governance matters.
In previous years, the Committee also oversaw the
Internal Audit function, provided by
PricewaterhouseCoopers LLP (PwC). As the
business is now in wind-down, this function was not
needed during the period, although PwC remained
available to assist if required. Internal assurance
work was instead carried out by the Risk and
Compliance teams.
This period, the Committee focused on key areas of
financial reporting, including the Group’s Interim and
Annual Reports, loan book impairment, Scheme and
restructuring provisions, and the going concern and
viability statements.
The Committee continues to monitor Amigo’s
financial position and performance, ensuring that all
reporting is fair, balanced, and understandable.
I would like to thank the Committee members and
contributors for their hard work and commitment
over the last eighteen months.
Committee composition
During the financial period, the Committee was
made up Michael Bartholomeusz who was Chair
until he stepped down as Director in May 2025.
Jonathan Roe succeeded him as Chair and was
joined by Jim McColl from May 2025.
Given the Company’s circumstances, the Board has
not been able to meet all the requirements of the UK
Corporate Governance Code, which recommends
separate Chairs for the Audit and Risk Committees.
At present, Jonathan chairs both Committees and
also serves as Chair of the Board.
The Board has considered all Committee members
to be independent.
Given the small size of the Board, the Audit
Committee meetings have largely been integrated
into Board meetings.
Roles and responsibilities
The principal duties of the Audit Committee were to:
Financial reporting
• review the integrity of the Annual and Interim
Reports and Accounts.
• consider whether alternative accounting
treatments are appropriate, reflecting that under
the Court-approved Scheme of Arrangement.
• review and report to the Board on key financial
reporting issues, estimates and judgements.
Internal controls
• keep Amigo’s internal financial controls under
review.
• assess the effectiveness of the overall control
systems.
Whistleblowing
• review the adequacy and security of Amigo’s
whistleblowing procedures.
• ensure employees can raise concerns
confidentially and without fear of reprisal.
Committee members
Members
at
year end
Meetings
Attendance
Jonathan Roe 
3
3
Jim McColl 1 0
Focus areas for 2025/6
● Considering the impact of the ongoing wind
down on all relevant stakeholders;
● Maintaining an appropriate level of assurance
and related reporting in the context of business
wind down;
● Ensuring the internal whistleblowing
safeguards are visibly aligned with the
requirements of the business; and
● Merging the activities of the Audit and Risk
Committees during wind down.
Jonathan Roe
Chair of the Audit Committee
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• make sure outcomes from investigations are
handled fairly and proportionately.
External audit
• recommend to the Board (and ultimately
shareholders) the appointment or reappointment
of the external auditor.
• oversee the relationship with the external
auditor, including approving fees, engagement
terms, and policies on non-audit work.
• assess the auditor’s independence, objectivity
and audit quality.
• review and approve the annual audit plan and
the findings of the audit.
• provide opportunities for the external auditor to
meet privately with the Committee without
management present.
The Committee also receives regular updates on
changes in regulation, accounting standards and
reporting requirements, and how these apply to
Amigo.
Meetings and attendance
The Committee met three times during the period.
Meetings were attended by the CEO and other
senior executives, including the Company Secretary.
The external auditor joined meetings when financial
reporting matters were discussed.
The Committee also held private discussions with
the external auditor, without management present.
Between meetings, the Chair stayed in regular
contact with the auditors to discuss any issues
relevant to Amigo.
The Committee’s terms of reference are available on
Amigo’s website and are reviewed annually to
ensure they remain up to date.
Since 30 September 2025, the Committee’s main
focus has been to review the external audit of the
Annual Report and Accounts for the 18 months to 30
September 2025 and recommend these for Board
approval.
Jonathan Roe
Chair of the Audit Committee
12 December 2025
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Nomination Committee report
Overview
I am pleased to present the Nomination Committee
Report for 2024/25. The Committee’s main focus
has been to ensure that the size, structure and
composition of the Board remain appropriate for
Amigo’s current circumstances and strategic
objectives.
As the wind down of subsidiary businesses has
completed and resources have reduced, the size of
the Board has also remained small. Given this, much
of the Committee’s work has been incorporated into
regular Board meetings.
Committee Composition
I continued as Chair of the Nomination Committee
during the period.
Other members were Michael Bartholomeusz, until
his resignation at the end of May 2025, when Jim
McColl joined the Committee.
All members were considered independent.
I would like to thank my colleagues and members of
the Committee for their hard work and commitment
over the last eighteen months.
Roles and Responsibilities
The Committee’s key duties include:
• Identifying, assessing and recommending
candidates for Board appointments.
• Reviewing the structure, size, and skills mix of
the Board.
• Considering succession planning for Directors
and senior management.
• Recommending changes to Board or Committee
membership to ensure each is appropriately
resourced.
• Supporting the development of skills and
training relevant to Amigo’s changing needs.
Activities During the Period
The Committee met twice during the period.
Its main activities included:
• Reviewing the composition of the Board and its
Committees.
• Assessing the skills and training needs of
Directors and senior management, particularly
regarding preferential creditors and the Scheme
of Arrangement.
• Appointing Nick Beal as CEO, following Kerry
Penfold’s decision to leave Amigo.
Succession planning, right-sizing management, and
maintaining the appropriate skills mix have
remained key priorities as the wind down concluded
and potential RTO opportunities are explored.
In line with the UK Corporate Governance Code, all
Directors will stand for re-election at this year’s
AGM.
Diversity
Amigo is committed to equality and inclusion and
does not discriminate on any basis. The Board
believes diversity brings broader perspectives and
better decision-making.
Before the wind down, active efforts were made to
improve gender and ethnic diversity at both Board
and senior management levels, achieving strong
progress toward listed company targets.
However, with a reduced three-member Board, it is
not currently possible to meet those targets.
The Board remains committed to promoting diversity
of thought, experience and background wherever
practicable.
Jonathan Roe
Chair of the Nomination Committee
12 December 2025
Committee members
Members at year
end
Meetings Attendance
Jonathan Roe 
2
2
Jim McColl
1 1
Focus area for 2025/6
Maintenance of the Board with the appropriate skill
set to manage the wind down of the business.
Jonathan Roe
Chairman of the Nomination Committee
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Risk Committee report
Overview
I am pleased to present the Risk Committee Report.
The Committee’s main role is to oversee and advise
the Board on how Amigo identifies and manages risk
across the business.
During the period, the Committee has focused on
ensuring that the Group maintains an appropriate risk
culture as the historic lending business wound down. It
has continued to monitor key risks and reviewed the
risk appetite statement, which was updated and
approved by the Board.
Alongside the Audit Committee, it closely monitored
liquidity, ensuring the Group maintained a strong cash
position — ending the period with £0.7 million in
unrestricted cash.
Given the smaller scale of operations during the wind
down, much of the Committee’s work has been
discussed at regular Board meetings.
I would like to thank my colleagues and all contributors
for their commitment and hard work over the past
eighteen months.
Committee Purpose
The Committee has assisted the Board in overseeing
risk management at Amigo. It has focused on the
Group’s risk appetite, risk profile, and the effectiveness
of internal controls and risk management systems,
ensuring they work well for both the business and its
stakeholders.
Membership
Michael Bartholomeusz served as Chair until his
resignation as Director on 31 May 2025.
Jonathan Roe (a member throughout the period)
succeeded him as Chair, and Jim McColl joined the
Committee from 1 June 2025.
Meetings and Attendance
The Committee met three times during the period.
Senior executives, including the CEO, attended all
meetings, with other relevant parties invited as
needed.
Attendance details are shown in the table on this page.
Roles and Responsibilities
The Board retains overall responsibility for risk
management but delegates day-to-day oversight to the
Risk Committee.
The Committee’s key responsibilities include:
• Reviewing risks to customers, the business and
stakeholders.
• Advising the Board on risk appetite, tolerance and
strategy.
• Reviewing and approving the risk framework and
policies.
• Monitoring financial crime, fraud and compliance
with legal and regulatory requirements.
• Overseeing the work of any Chief Risk Officer and
related assurance functions.
Activities During 2024/25
Throughout the period, the Committee reviewed major
financial, operational and compliance risks, reassessing
and confirming the Group’s principal risks (see pages
14-15).
Key areas of focus included:
• Monitoring the wind down process and identifying
emerging risks.
• Updating risk appetite metrics for Scheme-related
processes and tracking performance against them.
• Reviewing and following up on action plans to
reduce identified risks.
• Overseeing the assurance plan and issue
resolution.
• Monitoring complaints activity unrelated to lending.
• Reviewing loan loss forecasts.
• Assessing financial crime, fraud and operational
resilience, including staff attrition.
Jonathan Roe
Chair of the Risk Committee
12 December 2025
Committee members
Members at year
end
Meetings
Attendance
Jonathan Roe 
3
3
Jim McColl
1
0
Focus areas for 2025/6
As relevant to wind down:
● Ensuring an appropriate and effective risk
management framework and controls
covering all principal financial and non-
financial risks;
● Monitoring and challenging risks to
customers and Scheme creditors;
● Monitoring regulatory compliance.
Jonathan
Roe
Chair of the Risk Committee
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Directors’ remuneration report
Overview
I am pleased to present the Remuneration
Committee Report for the financial period ended 30
September 2025.
The Committee is responsible for overseeing how
Directors and senior managers are paid, ensuring
our remuneration policies remain appropriate for the
Group’s situation. This includes setting and
reviewing the Directors’ Remuneration Policy,
monitoring senior management pay, and ensuring
our approach is fair, transparent and aligned with
Amigo’s objectives as it continues its wind down.
This report includes:
•
Section 1
–
Annual Report on Remuneration,
which explains what our Executive and Non-
Executive Directors were paid in 2024/25; and
•
Section 2
–
Remuneration Policy. The UK
Companies Act requires us to seek re-approval
of our Directors’ Remuneration Policy every
three years. Our current Directors’
Remuneration Policy was approved by
shareholders at the Company’s AGM in 2022.
We are required to seek re-approval of our
Remuneration Policy at our next AGM. If an RTO
is completed there will need to be a completely
new Remuneration Policy relevant to the new
business. Therefore, we are proposing to ask
shareholders to re-approve the current
Remuneration Policy (without amendment).
The report follows the requirements of the
Companies Act 2006, the UK Listing Rules, and
other relevant regulations, with the audited
disclosures cross-referenced in the Auditor’s Report
on pages 53-58
.
Business context
Over the past period, Amigo has continued to focus
on meeting its Scheme of Arrangement obligations,
managing the orderly wind down of its lending
business, and exploring strategic options, including
a potential RTO.
Entering the Scheme’s “Fallback Solution” in March
2023 marked a key turning point, as the company
shifted fully from lending to winding down
operations. As a result, both the size of the business
and the number of employees have continued to
fall.
Board and management changes
Jim McColl joined the Board on 1 September 2024.
Michael Bartholomeusz stepped down as
Independent Non-Executive Director on 12 May
2025.
Kerry Penfold also stepped down as Executive
Director on 12 May 2025 and left the business on 31
May 2025. She had performed the dual role of CEO
and CFO since 1 January 2024.
She is succeeded by Nick Beal, who is took on her
roles in addition to his own as Chief Restructuring
Officer and Company Secretary.
Their respective remuneration terms were
determined in line with Amigo’s approved Directors’
Remuneration Policy.
Remuneration decisions and outcomes for
2024/25
The Committee applied the Remuneration Policy
within the context of Amigo’s financial position and
ongoing wind down.
When considering senior appointments, we were
mindful that Amigo’s circumstances limit the pool of
qualified and willing candidates. The roles carry
significant regulatory and reputational risk, which
had to be balanced against the need to maintain an
appropriately skilled leadership team.
During the period, the Committee also reviewed pay
arrangements below Board level, recognising the
contribution of remaining staff in delivering the
Scheme. A 5% cost-of-living payment was made to
all employees below Executive Committee level.
No long-term incentive plan (LTIP) awards were
granted to Executive Directors during the period.
Jonathan Roe
Chair of the Remuneration Committee
Committee members
Members at year
end
Meetings
Attendance
Jonathan Roe
2
2
Jim McColl
1
1
Focus area for 2025/6
Maintaining appropriate remuneration levels for
the senior executives during the orderly wind
down of the lending business.
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Although the Policy allows for potential annual
bonuses of up to 150% of salary for Executive
Directors, the Committee and Board agreed that no
bonuses would be paid while the Company remains
in wind down (except to compensate directors for
not receiving a salary increase during the time that
the FCA had restricted salary increases for
Directors).
CEO and CFO pay
When Kerry Penfold assumed the dual role of CEO
and CFO in January 2025, she did not receive any
increase in salary. Her remuneration remained at the
same level as when she served solely as CFO until
she left the business in May 2025.
Nick’s salary was increased from July 2025 to the
same level as Kerry had been paid.
Non-Executive Director (NED) pay
The Board continues to ensure that Director
remuneration reflects the reduced scale of the
business.
From 1 April 2023, my own annual fee as Chair
reduced from £175,000 to £90,000, and Michael
Bartholomeusz’s fee as Non-Executive Director
reduced from £94,500 to £60,000. Jim was also
paid £90,000 per annum from the time he joined as
a Non-Executive director until April 2025 and since
that time his salary at the same level has been
rolling up but unpaid.
The revised contracts include an allowance for
additional payments if the time required for Board
duties exceeds an agreed number of days per
quarter.
These changes have reduced overall Director costs
and better align remuneration with Amigo’s smaller
size and ongoing obligations under the Scheme.
Policy review and shareholder engagement
The current Directors’ Remuneration Policy,
approved by shareholders at the 2022 AGM,
remains in force. The UK Companies Act requires us
to seek re-approval of our Directors’ Remuneration
Policy every three years. Our current Directors’
Remuneration Policy was approved by shareholders
at the Company’s AGM in 2022. We are required to
seek re-approval of our Remuneration Policy at our
next AGM. If an RTO is completed there will need to
be a completely new Remuneration Policy specific
to the new business. Given limited resources, the
Committee and Board agreed not to commission
external remuneration consultants for a new policy
at this stage. Therefore, we are proposing to ask
shareholders to re-approve the current
Remuneration Policy (without amendment).
Shareholders will be invited to vote on this year’s
Directors’ Remuneration Report and Remuneration
Policy at the next AGM, to be held in early 2026.
Closing remarks
The Committee believes the remuneration decisions
made this period are fair, responsible and
proportionate to the Company’s position. They
reflect our commitment to maintaining good
governance and retaining essential leadership
during the final stages of the wind down.
We are happy to receive feedback from
shareholders at any time regarding our
remuneration policies, and we hope to receive your
support for the resolutions referred to above at our
forthcoming AGM. I will be available at the AGM to
answer any questions.
I hope that you find the report informative and that it
provides a clear rationale for the Committee's
decisions.
Jonathan Roe
Chair of the Remuneration Committee
12 December 2025
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Section 1 – Annual Report on Remuneration
1.1 Committee composition during the financial period
Jonathan Roe remained as Committee Chair throughout the financial period. Michael Bartholomeusz stepped
down from the Committee, along with his other responsibilities as Non-Executive Director, at the end of May
2025. He was replaced on the Committee by Jim McColl from 1 June 2025.
There were two Committee meetings held during the financial period; details of attendance are shown in the
table on page 30. All members who served on the Committee in the financial period are considered to be
independent for the purposes of the UK Corporate Governance Code. The Company Secretary generally acts
as secretary to the Committee, unless a personal conflict of interest is apparent.
1.2 Activities during the financial period
During the financial period, the Committee has:
• reviewed and approved the Directors’ Remuneration Report in the Annual Report and Accounts for the
financial period ended 30 September 2025;
• discussed and approved remuneration for Jim McColl as Independent Non-Executive Director.
• discussed and approved remuneration for Nick Beal as CEO.
1.3 Advisors and other attendees
During the period, the Committee has been supported by the Chief People Officer (until she was made
redundant in June 2024), the Company Secretary, and the CEO. The CEO also occasionally attended
Committee meetings at the request of the Committee but was not present during discussion about their own
remuneration. In carrying out its responsibilities, the Committee is authorised to obtain the advice of external
independent remuneration consultants and is solely responsible for their appointment, retention and
termination.
Implementation of the Remuneration Policy in 2024/2025
1.4 Single total figure of remuneration for Executive Directors (audited)
The following table sets out the total remuneration for Executive Directors for the 18-month financial period (18-
month FP) to 30 September 2025, with comparisons to the previous year.
Nick
Beal (£)
Kerry
Penfold
4
(£)
Kerry
Penfold
4
(£)
Danny
Malone
5
(£)
Remuneration
18-month FP
to 30/09/25
18-month FP
to 30/09/25 2023/24 2023/24
Base salary
 
1
2
94,741
390,794
220,000
297,995
Bonus/ex-gratia settlement
75,000
—
—
—
Benefits
 
2
929
—
—
37,455
Pension
 
3
18,378 11,000
—
Total 370,669 409,172 231,000 335,451
Total fixed remuneration 370,669 409,172 231,000 335,451
Total variable remuneration
—
—
—
1
This represents cash paid or receivable in respect of the period and includes payment in lieu of notice where applicable.
2
This represents the value, grossed up for tax, of all benefits paid or receivable in respect of the period, including accommodation costs, use of
hotels, etc.
3
This represents pension contributions paid by the Group on behalf of the individual, not including payments in lieu of pension. Salary in lieu of
pension, included in the base salary line, was paid for Danny Malone (£ nil; 2024 was £13,312).
4
Kerry Penfold was appointed as a Director of the Company on 23 September 2022 and ceased to be a Director of the Company on 12 May 2025
before she left the Group on 31 May 2025.
5
Danny Malone was appointed as a Director of the Company on 6 June 2022 and ceased to be a Director of the Company on 31 December 2023,
his employment having terminated after resignation. Danny both served and worked his contractual notice period.
1.5 Changes to Executive Directors
Kerry Penfold stepped down as Executive Director on 12 May 2025 and left the Group on 31 May 2025. She was
paid in lieu of notice. Before this, according to the Policy, Kerry’s contracted maximum annual bonus opportunity
was 60% of salary. However, in light of the challenging financial situation, the Board agreed that no bonus
would be payable.
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Following her departure, Nick Beal assumed her roles in addition to his own and from July 2025 was on the
same annual basic salary as Kerry (£220,000). In accordance with the Policy, Nick receives a pension
contribution of 5% of basic salary and standard benefits. Like Kerry’s, Nick’s maximum annual bonus opportunity
is 60% of salary. Again, in light of the challenging financial situation and the switch to the Fallback Solution
under the Scheme, the Board agreed that no bonus will be payable, except that referred to in 1.8 below.
1.6 Benefits (audited)
Benefits include payments made in relation to life assurance.
1.7 Pension (audited)
Pension payments represent contributions made either to defined contribution pension schemes or as a cash
allowance. The CEO and CFO are entitled to receive a contribution of 5% of base salary in alignment with the
broader UK employee population, and/or cash in lieu in the event of contributions in excess of agreed HMRC
contribution rates or lifetime allowance. The amounts actually received by the CEO and CFO during the financial
period are set out in section 1.4 above. No Director is entitled to a guaranteed pension in the event of severance
or early retirement.
1.8 Bonus (audited)
No bonus was considered for Kerry Penfold for the period of her employment. A bonus of £75,000 was paid to
Nick Beal to compensate him for not receiving a salary increase during the time that the FCA had restricted
salary increases for Directors. Further details of the bonus scheme are set out on page 40.
All financial performance targets were withdrawn in 2022 and not reinstated, given the changes in personnel
and the wind down of the lending businesses over the review period. Until July 2024, the Group operated from
a small office in Bournemouth. At that point, it downsized further into a serviced office. This was relinquished in
May 2025. Since then, all staff have worked from home. The Board does not consider Amigo's activities to be
highly carbon-intensive, given its working from home requirement and largely e-comms-driven communication
strategy. The Committee, therefore, does not believe it is beneficial to include an environmental impact
benchmark as a remuneration metric.
1.9 Long-term incentives – Awards made in 2024/25 (audited)
No awards of LTIP were made in the financial period to Executive Directors.
Director
Maximum bonus
(% of salary)
Actual bonus
(% of salary)
Actual bonus
£
Bonus
deferred
into shares
(% of salary)
Kerry Penfold 200% 0%
—
0%
Nick Beal 200% 0%
—
0%
Measure
Weighting
%
Performance
 
%
Our strategic priorities 10% n/a
Our customers and conduct 15% n/a
Our people and culture 15% n/a
Our financial performance 50% n/a
Individual 10% n/a
Total 100% n/a
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1.10 Other share awards (audited)
Save As You Earn (also known as Sharesave) (“SAYE”) and Share Incentive Plan (“SIP”)
These schemes were withdrawn in 2023. No Director participated in either the SAYE or SIP during the financial
period.
Shareholding guidelines
The Committee believes it is important that the interests of Executive Directors align with those of Amigo’s
shareholders. In the past, Executive Directors have been encouraged to build up and retain shares with a value
equal to 200% of their annual base salary. However, this has not been asked of them this financial period due to
the Group’s financial position.
These figures include those of their spouse or civil partner and infant children or stepchildren, as required by
section 822 of the Companies Act 2006. The shareholdings guideline for the CEO and CFO is 200% of base
salary. Under the Remuneration Policy, each Executive Director has five years to meet the shareholding guideline
threshold.
1.11 Outside appointments
Amigo recognises that its Executive Directors may be invited to become Non-Executive Directors of other
companies. Such non-executive duties can broaden experience and knowledge, benefiting Amigo. Subject to its
approval, the Board permits Executive Directors to accept non-executive appointments and retain the associated
fees, provided these appointments are unlikely to give rise to conflicts of interest.
1.12 Payments to former Directors
No payments were made to former Directors during the financial period.
1.13 Payments for loss of office
Amigo made no payments within the scope of the disclosure requirement to any past Director of Amigo during the
financial period; we have no de minimis threshold for such disclosures.
1.14 Executive Director service contracts
Contracts for Directors clearly lay out the responsibilities of the Directors to the Group, specific areas of expertise
required to be demonstrated and the terms of their contractual entitlement. The contracts will include details of
specific performance objectives, if appropriate, at the time of appointment.
Due to the specific challenges facing the Group when it appointed the current CEO, the Committee did not deem
it appropriate to include specific corporate performance objectives other than working to further the long-term
interests of stakeholders.
Notice periods are set at a period appropriate to the function and the need to maintain consistency for top-level
leadership across the Group. The Committee will not likely issue a service contract with more than twelve months’
notice. The employment contract for Nick Beal provided a notice period of six months from Amigo Management
Services Limited (AMSL), the employing entity within the Group, or from the individual to AMSL. AMSL (before it
appointed liquidators) gave Nick Beal notice effective from 30 November 2025.
Executive Directors’ service contracts allow for termination with contractual notice from the AMSL or termination
by payment in lieu of notice. Payment in lieu of notice is limited to base salary for the notice period. There is no
contractual entitlement to bonus or LTIP awards in respect of the notice period. Nick has been paid a contractual
payment in lieu of notice for the period from 30 November 2025.
Copies of service contracts are available for inspection at the Company’s Registered Office.
1.15 Non-Executive Director letters of employment
Non-Executive Director appointments are for three years, subject to annual review and notice. All Directors are
required to seek annual re-election by shareholders at the Company’s AGM.
Non-Executive Directors are not entitled to compensation for leaving the Board of Directors.
Copies of service contracts are available for inspection at the Registered Office.
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1.16 Unexpired term of service contract for Directors at AGM re-election
Director
Term of service
Jonathan Roe 3 months
Jim McColl 3 months
Nick Beal 6 months
All Directors have rolling service contracts, so their term continues unless notice has been given.
1.17 Statement of consideration of employment conditions elsewhere in the Company
When making decisions about executive pay, the Committee considers pay and conditions across the wider
workforce.
No performance-related bonus payments have been made to the wider workforce during the financial period.
Where appropriate, additional payments have been made in recognition of the increased cost of living and
redundancy.
1.18 Statement of consideration of shareholder views
The Committee values the views of all shareholders and aims to keep an open dialogue on pay matters. The
Committee welcomes any feedback from our shareholders on remuneration matters.
1.19 Single total figure of remuneration for Non-Executive Directors
Non-Executive Director single figure comparison (audited)
From 1 April 2023, the remuneration for the then remaining Non-Executive Directors was changed to reflect the
wind down of the lending business. The basic remuneration for Jonathan Roe was reduced from £175,000 per
annum to £90,000. Jonathan will be paid up to £1,500 per day for each day worked in excess of 22.5 days per
quarter, up to a total maximum Director fee of £175,000 p.a. The basic remuneration for Michael Bartholomeusz
reduced from £94,500 p.a. (being £70,000 basic remuneration, £12,500 for Chairing the Risk Committee and
£12,000 for acting as interim Chair of the Audit Committee) to £60,000 per annum. Michael was paid up to £1,500
per day for each worked in excess of 10 days per quarter, up to a maximum total Director fee of £94,500 p.a.
Jim McColl was appointed on 1 June 2024 on basic remuneration of £90,000 pa. However, since 1 May 2025,
Jim’s director fees (£37,500) have been rolled up.
2023/24
Jonathan
Roe
 
(£)
Michael
Bartholomeusz
 
(£)
Fees
1
102,450
67,500
Bonus
—
—
Benefits
5
5,813 2,303
Pension
—
—
Total 108,263 69,803
Total fixed remuneration 108,263 69,803
Total variable remuneration —
—
1
This represents cash paid or receivable in respect of the period.
2
Jonathan Roe has been a Director throughout the period.
3
Michael Bartholomeusz stood down as a Director on 31 May 2025.
4
Jim McColl was appointed as Director on 1 September 2024 and had previously been a Board Consultant. Jim’s director fees have been rolled
up since May 2025.
5
Benefits include the amount paid, grossed up for tax, for travel and accommodation expenses whilst on company business.
18-month period to 30/09/25
Jonathan
Roe
2
 
(£)
Michael
Bartholomeusz
3
(£)
 
Jim McColl
4
(£)
Fees
1
158,250
70,000
60,000
Bonus
— — —
Benefits
5
4,526
1,898
Pension
— — —
Total 162,776
71,898
60,000
Total fixed remuneration 162,776
71,898
60,000
Total variable remuneration
— —
—
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1.20 Waiver of emoluments
No Director waived their emoluments in the review period. However, since May 2025, Jim’s director fees have
been rolled up.
1.21 Director shareholding
Non-Executive Director shareholding as at 30 September 2025
Class of share 2025 2024
Jonathan Roe Ordinary shares of 0.25p each
180,000 180,000
Jim McColl Ordinary shares of 0.25p each
- -
E
xecutive Director shareholding as at 30 September 2025
Class of share 2025 2024
Nick Beal Ordinary shares of 0.25p each
1,136,883 1,136,883
These figures include those of their spouses, civil partners and infant children or stepchildren, as required by
section 822 of the Companies Act 2006. There was no change in these beneficial interests between 30
September 2025 and 11 December 2025. Non-Executive Directors are not given a shareholding guideline, but
they are encouraged to hold shares in the Company.
1.22 Performance graph
The chart below tracks the hypothetical return on a £100 investment in Amigo Holdings PLC made on listing in July
2018 and measured as of 30 September 2025. TSR has been measured against the FTSE 250 excluding
Investment Trusts
0
20
40
60
80
100
120
Jul 18 Jul 19 Jul 20 Jul 21 Jul 22 Jul 23 Jul 24 Jul 25
£
Amigo TSR FTSE 250 ex invest. Trust
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1.23 Remuneration of the CEO (audited)
The table below sets out the CEO’s total remuneration figure over the review periods, valued using the
methodology applied to the single total remuneration figure.
Financial year CEO
Total single figure of
remuneration (£)
Annual bonus outturn
(% of maximum)
LTIP outturn
(% of maximum)
18 months to
30/09/25
Nick Beal
1
Kerry Penfold
2
370,669
409,172
20
%
0%
n/a
n/a
2023/24
Kerry Penfold
231,000
0%
n/a
Danny Malone
335,451
0%
n/a
2022/23
Danny Malone
321,981
0%
n/a
Gary Jennison
1,078,825
42%
n/a
2021/22
Gary Jennison
659,285
0%
n/a
2020/21 Gary Jennison 360,747 0% n/a
Glen Crawford
125,750
0%
n/a
Hamish Paton
359,313
0%
n/a
1
The total remuneration figure for Nick for the period for which he served as CEO in the 2024/5 financial period, i.e. from 12 May 2025 to 30
September 2025, is £57,750.
2
The total remuneration figure for Kerry for the period for which she served as CEO in the 2024/5 financial period, i.e. from 1 April to 12 May 2025,
is £195,847.
1.24 Change in remuneration of Directors compared to employees (audited)
The table below sets out the percentage change in base salary, taxable benefits, and bonuses of the Executive
Directors compared with the average percentage change for employees.
Annual percentage change from previous financial year
Directors
Salary and fees
Benefits
Annual Bonus
2
18 months FP to
30/09/25
Nick Beal
Kerry Penfold
Amigo average employee
n/a
7%
46%
n/a
nm
4
91%
n/a
0
-99%
2023/24
Kerry Penfold
0%
nm
4
0
Danny Malone
6%
0
0
Amigo average employee
-
4%
1
-
21%
28%
3
2022/23
Kerry Penfold
n/a
n/a
n/a
Danny Malone
n/a
n/a
n/a
Gary Jennison
0%
-
49%
100%
Amigo
average employee
21%
41%
-
64%
2021/22 Gary Jennison 0% -11% 0
Mike Corcoran
-
5%
-
24%
0
Amigo average employee
7%
-
43%
145%
2020/21
Gary Jennison
n/a
n/a
n/a
Mike Corcoran
n/a
n/a
n/a
Hamish Paton
53%
40%
0
Nayan Kisnadwala
37%
178%
0
Amigo average employee
9%
18%
31%
1
Calculated based on wages and salaries expense per average number of employees for the period.
2
Calculated based on average bonus expense, including retention payments, per employee for the period. N/a for the CEO as no bonus paid in the prior period.
3
Calculated based on average taxable benefits expense per employee for the period.
4
Not meaningful
1.25 CEO pay ratio (audited)
The Group fell below the reporting threshold for this disclosure in both the previous and current financial period.
Docusign Envelope ID: A47627DA-5174-4160-BEF8-55C9CE110C29
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1.26 Relative importance of spend on pay
The table below sets out the total spend on remuneration for the 2023/24 and 2024/25 financial periods
compared with distributions to shareholders.
These measures are consistent with those disclosed in last financial year’s Annual Report and Accounts. The
Remuneration Committee considers them relevant and informative indicators of the business costs.
18-month FP to 30/09/25 2023/24
Total spend on employee remuneration
n
/a
1
£
10.6m
Profit distributed by way of dividends/share buyback
n
/a
1
£
nil
Profit/(loss)
before tax
n
/a
1
(
£
12.7m)
Average headcount
n
/a
1
133
Average profit (loss) before tax per employee n
/a
1
(£95,489)
1. For 18-month FP to 30/9/25 figures relate to holding company only which has no employees.
1.27 Application of the Remuneration Policy in 2024/25
Amigo’s move into the Fallback Solution under the Scheme of Arrangement and the decision to stop lending
made the Committee’s work particularly challenging this financial period.
The current Remuneration Policy was approved in September 2022. It was based on the expectation that the
business would secure new funding, complete all the requirements of the Scheme, gain approval for the
RewardRate product, raise fresh capital, and resolve the FCA’s enforcement action.
At that time, the Committee recognised that if these goals were not met, actual pay levels would be significantly
lower than the maximums allowed under the Policy.
When Amigo entered the Fallback Solution, the Committee decided not to revise the Policy formally. However,
Committee members agreed that no bonuses would be paid to Executive Directors (except that referred to in 1.8
above). Given the Company's circumstances, no performance measures were applied or reviewed during the
financial period.
Clarity, simplicity and other considerations related to the UK Corporate Governance Code
The Remuneration Committee believes that using a scorecard approach to set targets and measure performance
gives the clearest and most transparent way to explain pay decisions to shareholders and employees. This
approach also keeps our pay structure straightforward, following the main features of the 2022 policy: a market-
aligned fixed salary, an annual cash bonus, and three-year performance share awards with post-vesting holding
periods where appropriate.
We manage risk through a mix of clear performance targets, the Committee's discretion to review and adjust
outcomes where necessary, and strong malus and clawback provisions built into the policy.
1.28 Statement of implementation of Remuneration Policy in 2025/26
The table below sets out the details of how we propose to implement the Executive Directors’ Remuneration
Policy in 2025/26 in the context of Amigo being a cash entity
Unless otherwise stated, the implementation of each element will be in line with the Policy.
There are currently only two Non-Executive Directors (one of whom is the Chair of the Board).
Element
Summary of Policy Implementation in 2025/26
Base salary CEO: £355,000
Kerry Penfold received no additional remuneration for her role as CEO. Her basic salary as CFO was
£220,000.
Having succeeded her on 12 May 2025, Nick Beal is remunerated at the same rate of
£
220,000 pa
.
Annual bonus Maximum:
•
CEO: 60% of salary but agreed as 0% whilst the Amigo lending business is a cash entity
•
CFO: 60% of salary but agreed as 0% whilst the Amigo lending business is a cash entity
Performance measures and weightings:
•
50% Group financial
•
15% Group customer and conduct
•
15% people and culture
•
10% Group strategic
•
10% individual
Bonus pay-outs will be subject to satisfactory Company and regulatory performance over the period. Targets
will be disclosed retrospectively.
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Corporate Governance
Element
Summary of Policy Implementation in 2025/26
Long-term
incentive
Maximum (in line with Policy):
The Committee has yet to determine the targets for 2025/26 as no awards of LTIP are anticipated whilst the
Amigo remains a cash entity.
Pension 5% defined contribution pension and/or cash in lieu.
Benefits Private medical insurance (individual and family), life insurance (death in service) of 4x basic salary and income
protection, in event of incapacity, up to 66% of base salary, after 13 weeks, for the lesser of five years or state
statutory pension age.
Other key Policy features: shareholding guidelines and post-exit shareholding requirements will operate in
2025/26 as per the Remuneration Policy.
The table below sets out the details of how we propose to remunerate the Non-Executive Directors in 2025/26:
NED fees
Non
-
Executive Chair
£
90,000
*
Other Non
-
Executive Directors
£
9
0,000
Senior Independent Directors
£
0
Risk and Audit Committee Chair
£
0
Remuneration Committee Chair £0
*
The Non-Executive Chair will be paid up to £1,500 per day for each excess day worked – see details above.
1.29 Statement of voting at the 2024 AGM on the remuneration report
Resolution
Number of
votes for
% for
Number of
votes
against
% against
Total shares
voted
Number of
votes
withheld
Receive accounts for year ended 31
March 2023
16,201,983 91.80% 1,447,622 8.20% 17,649,605 3,587,000
Approve Directors' Remuneration
Report
16,032,453 90.96% 1,593,555 9.04% 17,626,008 3,610,597
To re-elect Jonathan Roe as a
Director
16,095,270 76.92% 4,830,738 23.08% 20,926,008 310,597
To re-elect Michael Bartholomeusz as
a Director
16,075,107 76.83% 4,846,901 23.17% 20,922,008 314,597
To elect James (Jim) McColl as a
Director
19,386,632 92.66% 1,535,376 7.34% 20,922,008 314,597
To re-elect Kerry Penfold as a Director
16,070,349 76.81% 4,851,659 23.19% 20,922,008 314,597
Appoint MHA as auditor
19,399,147
92.71%
1,525,633
7.29%
20,924,780
311,825
Authority to set remuneration of
auditor
19,445,198 93.02% 1,460,210 6.98% 20,905,408 331,197
Authority to make political donations
18,907,567 90.33% 2,023,663 9.67% 20,931,230 305,375
Authority for Directors to allot shares
19,130,058 91.42% 1,795,950 8.58% 20,926,008 310,597
Dis-application of pre-emption rights
15,758,196 75.32% 5,163,812 24.68% 20,922,008 314,597
Further dis-application of pre-emption
rights
19,058,196 91.09% 1,863,812 8.91% 20,922,008 314,597
Authority for the Company to
purchase own
ordinary shares
19,391,831 92.68% 1,532,177 7.32% 20,924,008 312,597
Authority to call a general meeting
other than an AGM on not less than 14
days' notice
19,473,861 93.07% 1,450,147 6.93% 20,924,008 312,597
Docusign Envelope ID: A47627DA-5174-4160-BEF8-55C9CE110C29
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Annual Report & Accounts 2025
Corporate Governance
Section 2 – Remuneration Policy
The following tables summarise Amigo Holdings PLC’s policies in respect of the key elements of our Directors’
remuneration. The UK Companies Act requires us to seek re-approval of our Directors’ Remuneration Policy every
three years. Our current Directors’ Remuneration Policy was approved by shareholders at the Company’s AGM in
2022. We are required to seek re-approval of our Remuneration Policy at our next AGM (to be held in early 2026).
If an RTO is completed, there will need to be completely new Remuneration Policy appropriate for the new business.
Therefore, the Directors are proposing to ask shareholders to re-approve the current Remuneration Policy (without
amendment except where required due to change in the Listing Rules).
Element
Summary of remuneration policy
Section A Executive Director remuneration
A1: Salary
A1.1: Salary operation
A1.1.1: Base salaries are set taking into account:
• A1.1.1.1: the individual’s skills, experience and current remuneration package;
• A1.1.1.2: the size and scope of the role;
• A1.1.1.3: salary and total remuneration levels at similar-sized companies; and
• A1.1.1.4: remuneration of other executives and Group employees.
A1.1.2: Salary increases will generally be effective from 1 April or the Group’s financial year if the situation
changes
.
A1.2: Salary opportunity
A1.2.1: There is no set maximum salary; however, increases will generally be in line with or below the
average salary increase awarded to employees.
A1.2.2: Increases may be made above this level in exceptional circumstances, such as where:
• A1.2.2.1: an individual is brought in on a lower salary with the intention of increasing the level gradually
dependent on performance in the role;
• A1.2.2.2: there is a material increase in the size and scope of the role; and
• A1.2.2.3: market practice has evolved to mean that the salary is no longer considered competitive.
A1.3: Salary performance assessment
A1.3.1: Personal performance will be taken into account when considering base salary increases.
A2: Annual bonus
operation
A2.1:
Bonus performance is assessed over one year.
A2.1.1: Performance will be assessed over one year. Each year, the Committee will determine the
appropriate proportion of bonuses to be paid in cash and/or deferred, reflecting any regulatory obligations
and market practice. Any bonus deferral will be a deferral in shares for three years and normally subject to
ongoing employment
.
A2.2: Bonus opportunity
A2.2.1: Maximum bonus:
• A2.2.1.1: the ongoing maximum annual bonus policy will be limited to 150% of base salary for the CEO and
the CFO; and
• A2.2.2: on-
target bonus will pay out at 50% of the maximum. The Threshold Bonus Performance Level will
pay out at up to 25% of the maximum.
A2.3: Bonus performance assessment
A2.3.1: Performance measures, weightings, and targets will be set annually. At least 50% of the bonus will
be based on financial performance measures.
A2.3.2: The Committee retains discretion to reduce pay-outs (including to nil) based on an assessment of
regulatory conduct and general Company performance over the performance period.
A2.3.3: Clawback and malus conditions apply.
A3: Long-term
incentive
A3.1: LTIP operation
A3.1.1: Annual awards of awards of shares under the LTIP or other replacement plan approved by
shareholders, up to the maximum possible award opportunity.
A3.1.2: Performance period of three years with a two-year post-vesting holding period.
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Element
Summary of remuneration policy
A3: Long-term
incentive
(continued)
A3.2: LTIP opportunity
A3.2.1: Maximum ongoing award:
A3.2.1.1: 200% of salary
A3.2.2: The exceptional award limit is 250% of salary. If the Committee considers it necessary, this may be
used in one-off exceptional circumstances, such as the year a new executive is recruited. Awards will vest at
up to 25% of the maximum at the threshold performance level.
A3.3: LTIP performance assessment
A3.3.1: Performance Conditions, weightings, performance hurdles and targets are set annually and
determined by the Committee to best support the Company’s objectives.
A3.3.2: The Committee retains discretion to reduce vesting (including to nil) based on an assessment of
regulatory conduct and general Company performance over the performance period.
A3.3.3: Awards made under the LTIP will vest on a straight-line basis based on performance against the
relevant Performance conditions.
A3.3.4: Clawback and malus conditions apply.
A4: All-employee
share plans
A4.1: All employee share plans
A4.1.1: To the extent that an all-employee share plan is operated during the life of the policy, Executive
Directors would be eligible to participate on the same terms as other employees.
A5: Pension
A5.1: Pension operation
A5.1.1: Defined contribution scheme or cash award at the Committee’s discretion.
A5.2: Pension opportunity
A5.2.1: Pension contributions, aligned to majority of wider UK workforce, at 5% of base salary. Pension
contribution, in part or all, can be paid through salary in lieu of pension (“SILOP”), in the event the ongoing
pension contribution exceeds the permitted HMRC contribution rates or lifetime allowance limits.
A6: Benefits
A6.1: Operation
A6.1.1: Benefits are determined by taking into account the circumstances of the individual and benefits
considering the individual's circumstances and those provided to the rest of the executive team and the
wider Group.
A6.1.2: The Committee retains the discretion to add or remove benefits from the current benefits in operation
as it considers appropriate (e.g. to include relocation payments).
A6.2: Benefits opportunity
A6.2.1: There is no limit to the value of benefits provided. The value is dependent on the cost to the
Company of providing the benefit.
A7: Shareholder
guidelines
A7: Shareholder guidelines
A7.1: Executive Directors will be expected to retain an appropriate proportion of shares that vest following
the exercise of equity incentives until an amount equal to 200% of salary has been achieved. The Committee
has the ability to waive this requirement if the circumstances are such that the requirement to meet this level
of shareholding would act as a disincentive.
A8: Post-exit
shareholding
requirement
A8: Post-exit shareholding requirement
A8.1: Two-year post-cessation shareholding requirement of up to 200% of salary for all Executive Directors. If
lower than that level of shareholding at the time of leaving, the Company will apply that level.
A9: Notes to the
policy table
A9.1: Each year, the Committee carefully considers the performance metrics that should apply to incentives.
A9.2: For the annual bonus, the Committee considers that a combination of Group financial, customer,
people and culture, group strategic, and individual measures is most appropriate for assessing performance
over the short to medium term. The Committee will take into account poor behaviours inadvertently caused
by performance metrics in relation to ESG and TCFD activities.
A9.3: Performance measures for the LTIP are selected to provide a robust and transparent basis to measure
the Group’s performance, demonstrably link remuneration outcomes to delivery of the business strategy over
the longer term, and provide strong alignment between senior management and shareholders.
When setting performance targets for the annual bonus and LTIP, the Committee will consider several
reference points, including the Group’s business plans and strategy, external forecasts and the wider
economic environment.
The Committee retains the discretion to amend the bonus pay-out and to reduce the LTIP vesting level if any
formulaic outcome is not reflective of the Committee’s assessment of overall business performance over the
relevant performance period.
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Element
Summary of remuneration policy
A9: Notes to the
policy table
(continued)
A9.4: Flexibility, discretion and judgement
The Remuneration Committee operates the annual bonus and LTIP according to the rules of each respective
plan, which, consistent with market practice, include discretion in a number of respects in relation to the
operation of each plan. Discretions include:
• who participates in the plan, the quantum of an award and/or payment and the timing of awards and/or
payments;
• determining the extent of vesting;
• treatment of awards and/or payments on a change of control or restructuring of the Group;
• whether an Executive Director or a senior manager is a good/bad leaver for incentive plan purposes and
whether the proportion of awards that vest do so at the time of leaving or at the normal vesting date(s);
• how and whether an award may be adjusted in certain circumstances (e.g. for a rights issue, a corporate
restructuring or for special dividends);
• what the weighting, measures and targets should be for the annual bonus plan and LTIP awards from year
to year;
• the Committee also retains the ability, within the Remuneration Policy, if events occur that cause it to
determine that the performance conditions set in relation to an annual bonus plan or a granted LTIP award
are no longer appropriate or unable to fulfil their original intended purpose, to adjust targets and/or set
different measures or weightings for the applicable annual bonus plan and LTIP awards. Any such changes
would be explained in the subsequent Directors’ Remuneration Report and, if appropriate
, be the subject of
consultation with the Company’s major shareholders; and
• the ability to override formulaic outcomes in line with the Remuneration Policy.
All assessments of performance are ultimately subject to the Committee’s judgement. Any discretion
exercised will be disclosed along with the rationale in the annual remuneration report.
Malus and clawback
Both the annual bonus plan and the LTIP include provisions which enable the Committee to recover or
withhold value from these incentive plans in the event of certain defined circumstances (i.e. a material
misstatement of the Company’s financial results, an error of calculation (including on account of inaccurate or
misleading information) or in the event of serious misconduct, serious reputational damage or corporate
failure).
Legacy arrangements
For the avoidance of doubt, in approving this Remuneration Policy, the Company is authorised to honour any
previous commitments entered into with current or former Directors (such as the payment of a pension or the
unwinding of legacy share schemes or historic share awards granted before the approval of this policy) that
remain outstanding.
A9.5: The Remuneration Policy will be effective from the date of the AGM, if the policy is approved.
Section B
Executive Director recruitment policy
B1: Salary
B1.1: Base salary will be set in line with the remuneration policy.
B2: Annual
bonus
B2.1: Annual bonus quantum and performance measures will generally be in line with the ongoing
remuneration policy as implemented for other Executives during the year. However, the Committee reserves
the right to vary the performance measures and targets for the year of recruitment if it is considered
appropriate (e.g., where a large portion of the year has already elapsed).
B2.2: The annual bonus maximum will generally reflect the ongoing policy for current Executives. The annual
bonus maximum for a new Executive shall not exceed 150% of base salary.
B3: Long-term
incentive
B3.1: LTIP award quantum, performance measures, and targets will be in line with the ongoing remuneration
policy, as implemented for other Executives during the year.
B3.2: The LTIP award maximum for new Executives will generally reflect the ongoing policy for current
Executives. The Committee may award an exceptional LTIP of up to 250% of base salary on recruitment if it
considers this is necessary.
B4: Incentive
maxima
B4.1: The total incentive maxima for the year of recruitment is 400% of base salary. This limit excludes buy-
out awards.
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Annual Report & Accounts 2025
Corporate Governance
Element
Summary of remuneration policy
B5: Buy-out
awards
B5.1: The Committee retains the discretion to buy out awards forfeited by Executives on departure from their
previous role.
B5.2: Buy-
out awards will be made on a similar basis to those forfeited, taking into account performance likely
to be achieved, the proportion of the performance period remaining and the form of award.
B5.3: Where possible buy-out awards will be made using existing incentive plans; however, the Committee
may (where it considers it reasonable) create a buy-out award on recruitment provided they are broadly
consistent with this Policy.
B6: Pension
B6.1: Pension will be in line with the remuneration policy.
B7: Benefits
B7.2: Benefits will be in line with the remuneration policy.
B7.3: Additional benefits may be offered for new Executives, such as relocation costs. Where these costs,
including an amount to cover the associated tax, are offered, they will be for a maximum period of two years.
Section C
Executive Director leaver policy
C1: Salary
C1.1:
The Company may terminate employment by providing payment in lieu of notice of base salary as per
contractual terms.
C1.2: Any new Executive Director contracts shall stipulate that payments in lieu of notice be subject to
mitigation.
C2: Annual
bonus
C2.1: Bonus for year of cessation
C2.1.1: Executives may, at the discretion of the Committee, be eligible for a bonus for the year of cessation.
Any bonus would be pro-rated for time and subject to performance assessment.
C2.1.2: Good leavers through death, ill health or disability (as determined by the Committee), sale of the
employing company and any other reason at the discretion of the Committee, including redundancy.
C2.2: Deferred bonus awards
C2.2.1: Unvested deferred awards will lapse unless the Executive is a good leaver. For good leavers (see
definitions above), awards will generally continue and vest at the normal time. The Committee has the
discretion to allow earlier vesting where it considers this appropriate, for example, in cases of death, ill health,
disability and redundancy.
C2.2.2: On a takeover, change of control or other corporate reorganisation, awards will generally vest early or
be exchanged for new awards.
C3: Long-term
incentive
C3.1: Unvested LTIP awards will lapse unless the Executive is a good leaver.
C3.2: Good leavers: death, ill health or disability (as determined by the Committee), sale of the employing
company and any other reason at the discretion of the Committee, including redundancy.
C3.3: For good leavers, awards will continue and vest at the normal time subject to an assessment of
performance to the end of the performance period and time prorated for the proportion of the performance
period that has elapsed at the termination date. The Committee has discretion, in exceptional circumstances,
to vary the period of prorating based on time served.
C3.4: The Committee may allow awards to vest earlier in cases of death, ill health, retirement or disability.
Where vesting is before the end of the performance period, the Committee will take an assessment of
performance to the date of testing.
C3.5: In a takeover, change of control or other corporate reorganisation, awards will generally vest early,
subject to pro-rating for the time elapsed and be assessed for performance.
C3.6: For vested awards that are subject to a holding period, the awards will continue and be released at the
normal time. The Committee has the discretion to allow earlier release in cases of death, ill health, retirement,
redundancy or disability. Awards would generally be released early in the event of a takeover, change of
control or other corporate reorganisation.
C4: Pension
C4: Not included in payment in lieu of notice.
C5: Benefits
C5: Not included in payment in lieu of notice.
C6: Other
payments
C6: Leavers: The Group may pay outplacement and professional legal fees incurred by Executives in finalising
their termination arrangements, where considered appropriate, and may pay any statutory entitlements or
settle compromise claims in connection with a termination of employment, where deemed in the best
interests of the Company
.
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Annual Report & Accounts 2025
Corporate Governance
Element
Summary of remuneration policy
Section D
Summary of remuneration policy for Non-Executive Directors
D1: Fees
for NEDs
D1: Operation of NED fees
D1.1: Non-Executive Directors receive a basic fee for their Board services.
D1.2: Additional fees are paid in relation to additional responsibilities, including:
• D1.2.1: the role of Senior Independent Director; and
• D1.2.2: chairing the Audit, Remuneration, Nomination and Risk Committees.
D1.3: The Chair of the Board receives a separate fee for this role (inclusive).
D1.4: The fee for the Chair is set by the Remuneration Committee; the Chair is not present when their own
remuneration is discussed. Fees for Non-Executive Directors are set by the CEO and Chair.
D1.5: Fees are reviewed annually.
D1.6: Expenses incurred in the course of duties may be reimbursed by the Company. This includes the
settlement of any related tax liabilities for travel expenses or hospitality.
D2: Opportunity
for NED fees
D2: Opportunity for NED fees
D2.1: Current fee levels are set out in the Annual Report on Remuneration.
D2.2: Non-Executive Director fees are set, taking into account market practice levels.
D2.3: The fee for the Chair of the Board is set considering the individual’s circumstances, skills, and
experience.
D2.4: The aggregate fees of the Chair and Non-Executive Directors will not exceed the limit from time to time
prescribed within the Company’s Articles of Association for such fees (currently £1m per annum in aggregate).
D3: Performance
assessment
D3: Performance assessment
D3.1: n/a
Section E
Illustration of application of the Remuneration Policy
E1: Chief
Executive
Officer
E1.1 Fixed pay
Salary: £600,000
Benefits: 4 x Life cover, Private Medical Cover
Pension: 5% of salary
E1.2: Annual bonus
Minimum: n/a
Target: 50% of maximum
Maximum: 150% of salary
E1.3: Long-term incentive
Minimum: n/a
Target: 50% of maximum
Maximum: 200% of salary
4th scenario: Maximum plus 50% share price growth
E2: Chief Financial
Officer
E2.1 Fixed pay
Salary: £220,000
Benefits: 4 x Life cover, Private Medical Cover
Pension: 5% of salary
E2.2: Annual bonus
Minimum: n/a
Target: 50% of maximum
Maximum: 150% of salary
E2.3: Long-term incentive
Minimum: n/a
Target: 20% of maximum
Maximum: 100% of salary
4th scenario: Maximum plus 50% share price growth
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Annual Report & Accounts 2025
Corporate Governance
Directors’ Report
The Directors present their report and audited accounts for the financial period ended 30 September 2025.
Following appointment of the liquidators of the subsidiaries, the financial statements are presented on a
standalone basis, instead of a group consolidation.
Additional disclosures
The Strategic Report is a requirement of the UK Companies Act 2006 and can be found on pages 3 to 16 of this
Annual Report.
The Company has chosen, in accordance with section 414C(11) of the Companies Act 2006, to include details of
the following matter in its Strategic Report that would otherwise be disclosed in this Directors’ Report:
The Company is required to disclose certain information under UK Listing Rule 6.6 in the Directors’ Report or
advise where such relevant information is contained. Information required to be disclosed by the Listing Rules, and
which is not included in this Directors’ Report, can be located as follows:
Listing rule
Detail
Page
UKLR 6.6.1R
Information to be included in annual report and accounts
-
statement of the amount of interest capitalised by the group during
the period under review, with an indication of the amount and
treatment of any related tax relief
n/a
-
information regarding publication of unaudited financial information
3
-
details of any long-term incentive schemes
43 & 50
- details of any arrangements under which a director of
the company has waived or agreed to waive any emoluments from
the Company or any subsidiary undertaking
37
-
where a director has agreed to waive future emoluments, details of
such waiver, together with those relating to emoluments which
were waived during the period under review
n/a
-
any allotment for cash of equity securities made during the period
under review otherwise than to the holders of the Company’s
equity shares in proportion to their holdings of such equity shares
and which has not been specifically authorised by the Company’s
shareholders
n/a
-
information regarding any unlisted major subsidiary undertaking of
the Company
67
- details of the participation by the parent undertaking in any placing
made during the period under review
n/a
-
details of any contract of significance subsisting during the period
n/a
-
details of any arrangement under which a shareholder has waived
or
agreed to waive any dividends
n/a
-
details of any shareholder that has agreed to waive future
dividends
n/a
-
statement made by the board that the Company continues to carry
on
business
independently from any controlling shareholder
n/a
UKLR
6.6.6R (3)(a)
Going concern
16
UKLR 6.6.6R (3)(b)
Viability statement
16
UKLR
6.6.6R
(4)(
b)
Off
-
market share purchases
–
sellers
n/a
UKLR
6.6.6R
(4)(
c)
Off
-
market purchase contracts post
-
period
n/a
UKLR
6.6.6R
(4)(
d
)
Off
-
market treasury share sales
–
purchasers
n/a
UKLR
6.6.6R
(
5
)
Application of UK Corporate Governance Code principles
19
-
20
UKLR
6.6.6R
(
6
)
Compliance with UK Corporate Governance Code
19
-
20
UKLR
6.6.6R
(
7
)
Directors’ service contracts
3
4
UKLR6.6.6R (8) Task Force on Climate Related Financial Disclosures (TCFD) 11
UKLR6.6.6R
(
9
)
(a
-
d)
Board diversity targets
9
UKLR6.6.6R
(
10
)
Board & executive diversity data
9
Detail
Page
Likely future developments in the business
5
, 6,
&
8
Stakeholder engagement
12
-
1
3
Greenhouse gas emissions
1
0
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UKLR6.6.6R (11) Approach to collecting diversity data 9, 28
U
KLR
6
Annex 1R
Data on the diversity of the individuals on a listed company
’s
board
and in its executive management
23
Other information that is relevant to this report, and which is also incorporated by reference, can be located as
follows:
Detail Page
Governance
17
-
5
1
Credit, market and liquidity risks 15
Corporate details
The Company was incorporated and registered in England and Wales on 24 February 2016 as a private company
limited by shares under the Companies Act 2006 with the name Amigo Holdings Limited and with the registered
number 10024479.
On 8 June 2018, the Company re-registered as a public company under the name Amigo Holdings PLC. The
Company is listed on the Equity Shares (Commercial Companies) Category of the Official List (LON: AMGO). The
Company's principal activity was to act as a holding company for the Amigo Loans Group of companies.
The Company has no branches outside the UK at the balance sheet date.
Disclaimer
The purpose of this Annual Report is to provide information to the members of the Company and it has been
prepared for, and only for, the members of the Company as a body and no other persons. The Company, its
Directors and employees, agents and advisors do not accept or assume responsibility to any other person to
whom this document is shown or into whose hands it may come, and any such responsibility or liability is
expressly disclaimed.
A cautionary statement in respect of forward-looking statements contained in this Annual Report is set out on
page 7.
Results and dividends
The results for the financial period are set out in the financial statements on pages 59 to 62.
The Company did not pay a half-year dividend in the period (2023: nil). Given the 23 March 2023 announcement
that the Group was in wind down, the Board decided that it was appropriate not to recommend the payment of a
final dividend.
Dividend policy
Given the announcement on 23 March 2023 that the Group is in wind down, the Directors are of the view that no
dividend can be paid.
Events since the balance sheet date
Appointment of Board Consultant
On 27 October 2025, Amigo announced that it had appointed Craig Ransley as a Board consultant to assist the
Board in identifying and pursuing a reverse takeover in the mining sector.
Under Craig's consultancy agreement, Amigo agreed that if Craig successfully introduced investors that
irrevocably agreed to subscribe for a £1.5 million capital raise, then Amigo would pay Craig a fee of £200,000.
Craig agreed to use the fee to subscribe for 57,035,200 Amigo new ordinary shares of 0.25p each fully paid (Fee
Shares) at an issue price of 0.3507p per Fee Share.
On 14 November 2025, Amigo announced that Craig had successfully introduced investors that irrevocably
agreed to subscribed for up to £1.5 million of unlisted convertible loan notes. Therefore, Amigo paid the £200,000
to Craig who used that to subscribe for the Fee Shares.
Risk capital raise of £1.5m from institutional investors
On 14 November 2025, Amigo announced that institutional investors had irrevocably agreed to subscribe for up to
£1.5 million of unlisted convertible loan notes. The Loan Notes are convertible at a price of 0.3p per Amigo new
ordinary shares of 0.25p each fully paid into a maximum of 500,000,000 Amigo new ordinary shares of 0.25p each
fully paid (Conversion Shares). The subscription for the Loan Notes is subject only to approval by shareholders at a
General Meeting. The Loan Notes are mandatorily convertible by Amigo in two tranches:
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•
First Tranche
- Amigo will convert up to £1,125,000 of the Loan Notes into a maximum of 375,000,000
Conversion Shares on 19 January 2026.
•
Second Tranche
- The balance of the Loan Notes, which will convert into a further 125,000,000 Conversion
Shares, will only be converted by Amigo on publication of a prospectus, most likely in respect of any RTO, or as
otherwise permitted subsequently under the Prospectus Rules.
Risk capital raise from existing shareholders
On 26 November 2025 Amigo announced that it will enable existing shareholders to participate and buy new
ordinary shares in the capital raise at the same price as the Loan Notes through the Winterflood Retail Access
Platform to raise up to £188,100 subject also to approval by shareholders at a General Meeting.
General Meeting to be held
On 26 November 2025, Amigo announced that it will hold a general meeting to consider and vote on a resolution
relating to the above proposals on 19 December 2025.
Directors
The names and biographical details of the current Directors and the Board Committees of which they are
members are set out on pages 18.
Current directors Role Appointment date
Jonathan Roe
1
Chairman of the Board 1 August 2020
Jim McColl
Non-Executive Director 1 September 2024
Nick Beal
CEO 12 May 2025
Director resigned in the financial period Role Appointment date
Kerry Penfold
2
CEO & CFO 23 September 2022
Michael Bartholomeusz
3
Independent Non-Executive Director 19 November 2020
1. Jonathan Roe was originally appointed as a Non-Executive Director on 1 August 2020 and was authorised by the FCA as Chair on 13 October
2020.
2. Kerry Penfold resigned as a Director on 12 May 2025
3. Michael Bartholomeusz resigned as a director on 31 May 2025.
The service agreements of the current Executive Directors and the letters of appointment of the Non-Executive
Directors are available for inspection at the Company’s Registered Office.
Appointment and removal of Directors
The appointment and replacement of Directors is governed by the Company’s Articles of Association, relevant UK
legislation, and the UK Corporate Governance Code. There is no maximum number of Directors who can serve on
the Board, but the number of Directors cannot be less than two.
The Board may appoint a Director either to fill a casual vacancy or as an addition to the Board. An appointed
Director must retire and seek election to office at the next AGM of the Company. In addition to any powers of
removal conferred by the UK Companies Act 2006, the Company may by ordinary resolution remove any Director
before the expiry of his or her period of office. Subject to the constitutional documents, it may appoint another
person willing to act as a Director in their place by ordinary resolution.
Articles of Association
The Company's Articles of Association were adopted by special resolution on 28 June 2018 and amended on 29
September 2021. Any amendment to the Articles of Association may be made by special resolution in accordance
with the provisions of the Companies Act 2006.
Powers of Directors
The powers of the Directors are described in the formal schedule of matters reserved for the Board which is
available on request from the Company Secretary and is summarised in the Corporate Governance Report on
pages 21 to 24.
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The Board manages the Company's business under the powers set out in the Articles of Association. These
powers include the Directors’ ability to issue or buy back shares. Shareholders’ authority to empower the Directors
to purchase the Company’s own ordinary shares is sought at the AGM each financial period.
Directors’ interests
Save as disclosed in the Directors’ Remuneration Report, none of the Directors, nor any person connected with
them, has any interest in the share or loan capital of the Company or any of its subsidiaries.
At no time during the financial period ended 30 September 2025 did any Director hold a material interest, directly
or indirectly, in any contract of significance with the Company or any subsidiary undertaking other than the
Executive Directors in relation to their service agreements.
Directors’ indemnities and insurance
The Directors benefit from a qualifying third-party indemnity from the Company as permitted by the Company’s
Articles of Association (the terms of which are in accordance with the Companies Act 2006). The Company had
Directors’ and Officers’ liability insurance in place during the period.
Share capital
The Company has share capital, which is divided into ordinary shares of nominal value of 0.25p each, all ranking
pari passu, and at 30 September 2025, there were 570,352,960 ordinary shares in issue, all fully paid. The 41,000
deferred shares, which were 24p each, were cancelled during the financial period.
Shareholder voting rights, restrictions on voting rights and restrictions on the transfer of shares
All issued and outstanding ordinary Company shares have equal voting rights, with one vote per share.
The Directors are not aware of any other agreements between holders of the Company’s shares that may result in
restrictions on voting rights or the transfer of securities.
Substantial shareholders
As at 30 September 2025, the Company has been made aware of or was notified under the Disclosure and
Transparency Rules (DTR 5) of the following holdings of voting rights in its issued share capital:
Shareholders holding 3% or more of the Company’s issued share capital
Shareholder Name Investment Style
Number of Ordinary
Shares
% Total Voting Rights
attaching to Issued
Share Capital
(30.09.25)
% Total
Vot
ing
Rights
attaching to issued
Share Capital
following issue of the
Fee Shares (30.11.25)
Hargreaves
Lansdown Asset
Management
Private client broker 232,448,807 40.76 37.05
Interactive Investor
Private client broker
60,598,676
10.62
9.66
AJ Bell
Private client broker 51,159,907 8.97 8.15
Interactive Brokers
Private client broker 49,097,058 8.61 7.83
Halifax Share
Dealing
Private client broker 46,811,088 8.21 7.46
CitiGroup
Private client broker 29,867,028 5.24 4.76
HSBC
Private client broker 28,967,786 5.08 4.61
Mr Neil Partington
Private Individual 24,250,000 4.25 3.87
Barclays Wealth
Private client broker
22,510,946
3.95
3.59
Mr Mathew Kay
Private client broker
21,667,245
3.80
3.45
This table may include some double counting, as the private individuals hold their shares through private client
brokers
Other than above, the Company has not been notified by any of the private client brokers holding shares as of 30
September 2025 that any one individual or organisation holding shares through them had a reportable
shareholding of more than 3% of the Company’s issued share capital.
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During the period between 30 September 2025 and 11 December 2025 (the last practicable date of notification),
the Company has been notified under DTR 5 of the following changes to holdings of its issued share capital:
• On 5 December 2025, Mr Neil Partington notified the Company that he held 37,750,651 shares; and
• On 25 November 2025, Stellar Mercator Pte Ltd (a company registered in Singapore) notified the
Company that it held 57,035,200 shares. Craig Ransley is the beneficial owner of Stellar Mercator Pte Ltd
and these shares are the Fee Shares that were acquired by Craig with the fee paid to him for introducing
the investors that irrevocably agreed to subscribe for a £1.5 million capital raise by the Company.
Shareholders with significant influence
The Company seeks to engender a culture responsive to its shareholders' views. The Chairs of each of the Board
Committees would also expect to engage with shareholders on significant matters related to their areas of
responsibility, if appropriate.
Restriction on the transfer of shares
Save as outlined above, there are no specific restrictions on the transfer of the Company’s shares. However,
pursuant to the Articles of Association, the Board has the discretion to refuse to register any transfer of shares that
is not fully paid. This discretion may not be exercised in a way that the FCA or the London Stock Exchange regards
as preventing dealings in the relevant share classes from taking place on an open and proper basis.
The Board may also refuse to register a transfer where the instrument of transfer is: (i) in favour of more than four
persons jointly; (ii) not left at the registered office of the Company, or at such other place as the Board may from
time to time determine, accompanied by the certificate(s) of the shares to which the instrument relates and such
other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer;
and (iii) the instrument of transfer is in respect of more than one class of share. In addition, pursuant to the Listing
Rules, the Directors of the Company and persons discharging managerial responsibility are required to obtain
prior approval from the Company to deal in the Company’s securities. They are prohibited from dealing during
close periods.
Voting rights
On a poll, votes may be given personally or by proxy. Subject to any rights or restrictions attached to any class or
classes of shares and to any other provisions of the Articles of Association: if a vote is taken on a show of hands,
every member or proxy present in person shall have one vote; and if a vote is taken on a poll, every member
present in person or by proxy shall have one vote for each share held by him. All resolutions put to the members
at electronic general meetings will be voted on by a poll. All resolutions put to the members at a physical general
meeting will be voted on a show of hands unless a poll is demanded: by the Chair of the meeting or by at least five
members present in person or by proxy and having the right to vote on the resolution; or by any member or
members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the
members having the right to vote on the resolution; or by a member or members present in person or by proxy
holding shares in the Company conferring a right to vote on the resolution being shares on which an aggregate
sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.
During the financial period, the Company held a General Meeting on 30 April 2024 and an Annual General
Meeting on 30 September 2024.
Authority to purchase its own shares
The Company is permitted, pursuant to the terms of its Articles of Association, to purchase its own shares subject
to shareholders’ approval. At the AGM on 30 September 2024, shareholders authorised the Company to make
market purchases of up to 10% of its ordinary shares. This authority will expire on 30 December 2025. Except for
the purchase of the deferred shares for a nominal sum, the Company did not repurchase any of its shares during
the financial year 2023/24.
Authority to issue shares
The Company is permitted, pursuant to the terms of its Articles of Association, to allot, grant options over, offer or
otherwise deal with or dispose of shares in the Company to such persons at such times and generally on such
terms and conditions as they may determine. At the AGM on 30 September 2024, the Company was given
authority to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares
in the Company:
(i) up to an aggregate nominal amount of £475,294, (such amount to be reduced by the nominal amount of any
shares in the Company or rights to subscribe for or convert any security into shares in the Company granted
under sub-paragraph (ii) below in excess of such sum); and
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(ii) comprising equity securities (as defined in section 560(1) of the UK Companies Act 2006) up to an aggregate
nominal amount of £950,588 (such amount to be reduced by any allotments of any shares in the Company or
grants of rights to subscribe for or convert any security into shares in the Company made under sub-paragraph
(i) above) in connection with an offer by way of a rights issue.
This authority will expire on 30 December 2025.
Employee participation in share schemes
In autumn 2019, the Company implemented a Company-wide Share Incentive Plan (SIP) and a Save As You Earn
scheme (SAYE). The Company also had a Long Term Incentive Plan (LTIP) and Deferred Bonus Plan (DBP) for
certain employees. The SIP and SAYE were both wound up before the start of this financial period. Further details
of the LTIP and DBP can be found in the Directors’ Remuneration Report on pages 31 to 40.
Going concern
As described on page 16.
Financial risk management
Details of financial risk management and financial instruments are disclosed in note 6 of the Company’s Financial
Statements.
Significant agreements and change of control
A number of agreements take effect, alter or terminate upon a change of control of the Company following a
takeover. As at the signing date, the largest notified shareholding position was 9% of the issued share capital of
the Company.
Political donations
The Group did not make any political donations or incur any political expenditure (each as defined by the
Companies Act 2006) in the EU or elsewhere in the financial period ended 30 September 2025.
Equal opportunities
The Company has an equal opportunities policy to be followed by all Directors, senior managers and employees.
This ensures the Company employs a diverse workforce in terms of age, gender, sexual orientation, educational
and professional backgrounds. The policy's objectives include ensuring that: recruitment criteria and procedures
are designed to ensure individuals are selected solely based on their merits and abilities; employment practices
are regularly reviewed to avoid unlawful discrimination; and training is provided to ensure compliance with the
policy.
Disclosure of information to the auditor
The Directors in office at the date of this report have each confirmed that:
• so far as they are aware, there is no relevant audit information of which the Group’s auditor is unaware; and
• they have taken all steps that they ought to have taken as a Director to make themselves aware of any relevant
audit information and to establish that the Group’s auditor is aware of that information.
For the purposes of compliance with DTR 4.1.5R(2) and DTR 4.1.8R, the required content of the management report
can be found in the Strategic Report and these regulatory disclosures, including the sections of the Annual Report
and Accounts, incorporated by reference.
The Directors’ Report was approved by the Board on 12 December 2025.
By Order of the Board
Nick Beal
CEO & Company Secretary
Amigo Holdings PLC
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Directors’ responsibilities statement
Statement of Directors’ responsibilities in
respect of the Annual Report and the Financial
Statements
The Directors are responsible for preparing the
Annual Report Company Financial Statements in
accordance with applicable laws and regulations.
Company law requires the Directors to prepare
Group and parent company financial statements for
each financial period. Under that law, they are
required to prepare the Group Financial Statements
in accordance with international accounting
standards. In addition, the Group Financial
Statements are required under the UK Disclosure
Guidance and Transparency Rules to be prepared in
accordance with International Financial Reporting
Standards adopted in the UK.
Under company law, the Directors must not approve
the Financial Statements unless they are satisfied
that they give a true and fair view of the state of
affairs of the Group and parent company and of the
Group’s profit or loss for that period. In preparing
each of the Group and parent company financial
statements, the Directors are required to:
•
select suitable accounting policies and then apply
them consistently;
•
make judgements and estimates that are
reasonable, relevant and reliable; and
•
state whether they have been prepared in
accordance with international accounting
standards.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the parent company’s transactions and
disclose with reasonable accuracy at any time the
financial position of the parent company and enable
them to ensure that its financial statements comply
with the Companies Act 2006. They are responsible
for such internal control as they determine is
necessary to enable the preparation of financial
statements that are free from material misstatement,
whether due to fraud or error, and have general
responsibility for taking such steps as are
reasonably open to them to safeguard the assets of
the Group and to prevent and detect fraud and
other irregularities.
Under applicable law and regulations, the Directors
are also responsible for preparing a Strategic
Report, Directors’ Report, Directors’ Remuneration
Report and Corporate Governance Statement that
comply with that law and those regulations.
The Directors are responsible for the maintenance
and integrity of the corporate and financial
information included on the Company’s website.
Legislation in the UK governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
Responsibility statement of the Directors in
respect of the Annual Report
We confirm that to the best of our knowledge:
1. the financial statements, prepared in accordance
with the applicable set of accounting standards,
give a true and fair view of the assets, liabilities,
financial position and profit or loss of the
Company and the undertakings included in the
consolidation taken as a whole; and
2. the management report includes a fair review of
the development or performance of the business
and the position of the Company, and the
undertakings included in the consolidation taken
as a whole, together with a description of the
principal risks and uncertainties.
We consider the Annual Report and Accounts, taken
as a whole, is fair, balanced and understandable and
provides the information necessary for shareholders
to assess the Group’s position and performance,
business model and strategy.
Nick Beal
Director
12 December 2025
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Independent auditor’s report to the members of Amigo Holdings
PLC
For the purpose of this report, the terms “we” and “our” denote MHA in relation to UK legal, professional and regulatory
responsibilities and reporting obligations to the members of Amigo Holdings PLC. For the purposes of the table on
pages 54 to 55 that sets out the key audit matters and how our audit addressed the key audit matters, the terms “we”
and “our” refer to MHA. The “Company” is defined as Amigo Holdings PLC, as an individual entity. The relevant
legislation governing the Company is the United Kingdom Companies Act 2006 (“Companies Act 2006”).
Opinion
We have audited the financial statements of Amigo Holdings PLC for the period from 1 April 2024 to 30 September
2025.
The financial statements that we have audited comprise:
• the Company Statement of Comprehensive Income
• the Company Statement of Financial Position
• the Company Statement of Changes in Equity
• the Company Statement of Cash Flows
• Notes 1 to 13 to the Company financial statements, including material accounting policies
The financial reporting framework that has been applied in the preparation of the Company’s financial statements is
applicable law and International Financial Reporting Standards as adopted by the UK (“IFRS”).
In our opinion the financial statements:
• give a true and fair view of the state of the Company’s affairs as at 30 September 2025 and of its profit for
the 18-month period then ended;
• have been properly prepared in accordance with IFRS; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
Our opinion is consistent with our reporting to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the
Financial Statements section of our report. We are independent of the Company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard
as applied to listed public interest entities, and we have fulfilled our ethical responsibilities in accordance with those
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Emphasis of matter – financial statements prepared on a basis other than going concern
We draw attention to Note 1 to the financial statements, which explains that the Directors have taken the decision to
wind down the operations of the Company and liquidate the Amigo Loans Group subsidiaries and therefore do not
consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements.
Accordingly, the financial statements have been prepared on a basis other than going concern as described in note 1.
Our opinion is not modified in respect of this matter.
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Overview of our audit approach
Scope
Our audit was scoped by obtaining an understanding of the Company, and its environment,
system of internal control, and assessing the risks of material misstatement in the financial
statements. We also addressed the risk of management override of internal
controls, including
assessing whether there was evidence of bias by the Directors that may have represented a
risk of material misstatement.
Our audit considered the significant changes in the operations of the Amigo Loans Group and
decision taken by the Directors to cease trading and liquidate the operating companies of
Amigo Loans Group prior to 30 September 2025.
Materiality
2025
2024
£12,000 £18,000
4% of adjusted net assets (2024: 2% of total
assets)
Key audit matter
•
Going concern
Key Audit Matter
Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified. These matters included those matters which had the greatest effect
on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement
team. These matters were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Going concern
Key audit
matter description
As set out in note 1 of the financial statements, the financial statements have been
prepared on a basis other than going concern, as the Amigo Loans Group ceased
trading. As at 29 September 2025, all
subsidiary companies of Amigo Holdings plc
had been placed into liquidation. Parallel to these events, the Directors have
continued to explore alternative operational opportunities for Amigo Holdings plc
,
including through a Reverse Take Over (“RTO”), and accordingly Amigo Holdings plc
has not been placed into liquidation.
The determination of the appropriate basis of preparation of the financial statements,
together with the related judgments and disclosures, was a significant area of focus
for our audit and therefore considered to be a key audit matter.
How the scope of our audit
responded to the key audit
matter
We performed the following procedures in response to this key audit matter:
•
We have obtained and reviewed management’s assessment which sets out
the key judgements for concluding that the going concern basis in
preparation of the financial statements is no longer appropriate. We
corroborated this with public announcements made by
the Company and
review of minutes of meetings of Directors.
•
We have reviewed the disclosures in the financial statements in respect of
basis of preparation and going concern prospects of the Company. These
were evaluated against IFRS requirements and consistency with public
announcements made by the Company and min
utes of meetings of
Directors.
We reviewed post-balance sheet events disclosures made in the financial
statements and obtained evidence to support the disclosure made in particular
about the future prospects of Amigo Holdings plc and relevant dependencies.
Key observations
communicated to the Audit
Committee
The disclosures in the financial statements are consistent with audit evidence
obtained in respect of the future prospects of the Company.
Our application of materiality
Our definition of materiality considers the value of error or omission on the financial statements that, individually or in
aggregate, would change or influence the economic decision of a reasonably knowledgeable user of those financial
statements. Misstatements below these levels will not necessarily be evaluated as immaterial as we also take account
of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their
effect on the financial statements as a whole. Materiality is used in planning the scope of our work, executing that
work and evaluating the results.
Materiality in respect of the Company set at £12,000 (2024: £18,000) which was determined on the basis of 4% of
adjusted net assets (2024: 2% of total assets). Adjusted net assets were considered to be the most appropriate
benchmark for the calculation of materiality as, in a basis other than going concern scenario, users are primarily focused
on the recoverability of assets, the settlement of liabilities and the resulting residual value.
Performance materiality is the application of materiality at the individual account or balance level, set at an amount to
reduce, to an appropriately low level, the probability that the aggregate of uncorrected and undetected misstatements
exceeds materiality for the financial statements as a whole.
Performance materiality for the Company was set at £8,400 (2024: £12,600) which represents 70% (2024: 70%) of
the above materiality levels.
The determination of performance materiality reflects our assessment of the risk of undetected errors existing, the
nature of the systems and controls and the level of misstatements arising in previous audits. We agreed to report any
corrected or uncorrected adjustments exceeding £600 (2024: £900) to the Audit Committee as well as differences
below this threshold that in our view warranted reporting on qualitative grounds.
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The control environment
We evaluated the design and implementation of those internal controls of the Company which are relevant to our audit,
such as those relating to the financial reporting cycle. Taking into account the change in operations of the Company
our audit approach was fully substantive.
Climate-related risks
In planning our audit and gaining an understanding of the Company, we considered the potential impact of climate-
related risks on the business and its financial statements. The Company has not operated during the period, and we
discussed with management the climate-related risks relevant for the Company. We have agreed with managements’
assessment that climate-related risks are not material to these financial statements and reviewed the relevant
disclosures as required by the Listing Rules.
Reporting on other information
The other information comprises the information included in the annual report other than the financial statements
and our auditor’s report thereon. The Directors are responsible for the other information contained within the annual
report. Our opinion on the financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements, or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements,
we are required to determine whether this gives rise to a material misstatement in the financial statements
themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact.
We have nothing to report in this regard.
Strategic report and Directors’ report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the Directors’ report for the financial period for which the
financial statements are prepared is consistent with the financial statements; and
• the strategic report and the Directors’ report have been prepared in accordance with applicable legal
requirements.
In the light of the knowledge and understanding of the Company and their environment obtained in the course of the
audit, we have not identified material misstatements in the strategic report or the Directors’ report.
Directors’ remuneration report
Those aspects of the Directors’ remuneration report which are required to be audited have been prepared in
accordance with applicable legal requirements.
Corporate governance statement
We have reviewed the Directors’ statement in relation to going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the entity’s compliance with the provisions of the UK Corporate
Governance Code specified for our review by the UK Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent with the financial statements and our knowledge obtained
during the audit:
• Directors' statement with regards to the basis of preparing the financial statements on a basis other than
going concern;
• Directors’ explanation as to their assessment of the Company’s prospects, the period this assessment covers
and why the period is appropriate;
• Directors’ statement on whether it has a reasonable expectation that the Company will be able to continue in
operation and meets its liabilities;
• Directors' statement on fair, balanced and understandable;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks;
• Section of the annual report that describes the review of effectiveness of risk management and internal control
systems; and
• Section describing the work of the audit committee.
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Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires
us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Company, or returns adequate for our audit have
not been received by branches not visited by us; or
• the Company’s financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• the part of the Directors’ remuneration report to be audited is not in agreement with the accounting records
and returns; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation of
the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the
Directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic
alternative but to do so.
Auditor responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities . This description forms part of our auditor’s report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line
with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
These audit procedures were designed to provide reasonable assurance that the financial statements were free from
fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting
one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting
those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional
misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and
transactions reflected in the financial statements, the less likely we would become aware of it.
Identifying and assessing potential risks arising from irregularities, including fraud
The extent of the procedures undertaken to identify and assess the risks of material misstatement in respect of
irregularities, including fraud, included the following:
• We considered the nature of the industry and sector the control environment, business performance including
remuneration policies and the Company, including the Company’s, own risk assessment that irregularities
might occur as a result of fraud or error. From our sector experience and through discussion with the Directors,
we obtained an understanding of the legal and regulatory frameworks applicable to the Company focusing on
laws and regulations that could reasonably be expected to have a direct material effect on the financial
statements, such as provisions of the Companies Act 2006, UK tax legislation or those that had a fundamental
effect on the operations of the Company including the regulatory and supervisory requirements of the Financial
Conduct Authority (“FCA”).
• We enquired of the Directors and management including the Audit Committee concerning the Company’s
policies and procedures relating to:
- identifying, evaluating and complying with the laws and regulations and whether they were aware
of any instances of non-compliance;
- detecting and responding to the risks of fraud and whether they had any knowledge of actual or
suspected fraud; and
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- the internal controls established to mitigate risks related to fraud or non-compliance with laws and
regulations.
• We assessed the susceptibility of the financial statements to material misstatement, including how fraud might
occur by evaluating management’s incentives and opportunities for manipulation of the financial statements.
This included utilising the spectrum of inherent risk and an evaluation of the risk of management override of
controls. We determined that the principal risks were related to posting inappropriate journal entries to
increase revenue or reduce costs, creating fictitious transactions.
Audit response to risks identified
In respect of the above procedures:
• we corroborated the results of our enquiries through our review of the minutes of the Company’s board and
audit committee meetings, inspection of legal and regulatory correspondence and publications.
• audit procedures performed by the engagement team in connection with the risks identified included:
- reviewing financial statement disclosures and testing to supporting documentation to assess
compliance with applicable laws and regulations expected to have a direct impact on the financial
statements.
- evaluating the business rationale of significant transactions outside the normal course of business
and reviewing accounting estimates for bias.
- enquiry of management around actual and potential litigation and claims.
- challenging the assumptions and judgements made by management in its significant accounting
estimates, in particular those relating to the basis of preparation of the financial statements; and
- obtaining confirmations from third parties to confirm existence cash balances at period end.
• the Senior Statutory Auditor considered the experience and expertise of the engagement team to ensure that
the team had the appropriate competence and capabilities; and
• we communicated relevant laws and regulations and potential fraud risks to all engagement team members,
including specialists and remained alert to any indications of fraud or non-compliance with laws and
regulations throughout the audit.
Other requirements
We were first appointed by the Directors on 2 September 2022 to audit the financial statements of the Company for
the year ended 31 March 2023. The period of total uninterrupted engagement including previous renewals and
reappointments of the firm is 3 years, initially under the legal entity MacIntyre Hudson LLP and subsequently under
MHA Audit Services LLP. We did not provide any non-audit services which are prohibited by the FRC’s Ethical
Standard to the Company, and we remain independent of the Company in conducting our audit.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as
a body, for our audit work, for this report, or for the opinions we have formed.
The Company is required to include these financial statements in an annual financial report prepared under
Disclosure Guidance and Transparency Rules 4.1.15R to 4.1.18R. This auditor’s report provides no assurance over
whether the annual financial report has been prepared in accordance with those requirements
Andrew Moyser, FCA FCCA
(Senior Statutory Auditor)
for and on behalf of MHA, Statutory Auditor
London, United Kingdom
12 December 2025
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered
number OC455542)
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Company statement of comprehensive income
for the eighteen months ended 30 September 2025
18 months
ended
Year to
3
0
Sep
2
5
31 Mar 2
4
Notes £m
£m
Impairment of investment in subsidiaries
-
(0.9)
Intercompany balances waived
12
71.3
-
Administrative and other operating expenses
2 (0.5) (0.3
)
Profit/
(
l
oss) before tax
70.8
(1.2)
Tax on profit/(loss) 4
-
(0.2)
Profit/(loss) and total comprehensive profit/(loss) attributable to equity shareholders
of the
Company
70.8

(1.4)
The profit/(loss) is derived from continuing activities.
Profit/(loss) per share
Basic
profit/
(loss) per share (pence)
5
12.5
(
0.3
)
The accompanying notes form part of these financial statements.
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Company statement of financial position
as at 30 September 2025
3
0
Sep 25
 
31 Mar 2
4
Notes
£m
£m
Current assets
Cash and cash equivalents 6
0.7
-
Total assets

0.7


-
Current liabilities
Other payables 7
(0.8)
(71.1)
Total liabilities (0.8)

(71.1)
Net liabilities (
0.1)
(71.1)
Equity
Share capital
8
1.4
1.2
Share premium
207.9
207.9
Merger reserve
4.7
4.7
Retained earnings (
214.1)
(284.9)
Shareholders’ equity (
0.1)
(71.1)
The accompanying notes form part of these financial statements.
The financial statements of Amigo Holdings PLC were approved and authorised for issue by the Board and were
signed on its behalf by:
Nicholas Beal
Director
12 December 2025
Company no. 10024479
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Company statement of changes in equity
for the eighteen months ended 30 September 2025
Share
Share
Merger
Retained
Total
capital
premium
Reserve
1
earnings
equity
£m
£m
£m £m £m
At 1 April 202
3 1.2
207.9
4.7 (283.5) (69.7)
Total comprehensive loss
-
-
-
(
1.4)
(1.4)
At 31 March 202
4
1.2
207.9
4.7
(284.9)
(71.1)
Shares issued
0.2
-
-
-
0.2
Total comprehensive
income
-
-
-
70.8
70.8
At 30 September 2025 1.4
207.9
4.7 (214.1) (0.1)
The accompanying notes form part of these financial statements.
1 The merger reserve was created as a result of a Group reorganisation in 2017 to create an appropriate holding company structure. The restructure
was within a wholly owned group, constituting a common control transaction.
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Company statement of cash flows
for the eighteen months ended 30 September 2025
Period
to
3
0 Sep
2
5
Year to
31 Mar 2
4
£m
£m
Profit/(loss) for the period
70.8
(1.4)
Adjustments for:
Impairment
of investments
-
0.9
Intercompany balances waived
(71.3)
-
Income tax charge
-
0.2
Operating cash flows before movements in working capital
(0.5)
(0.3)
Increase/(decrease) in payables 0.3
(0.2)
Net cash (used in) operating activities (0.2)
(0.5)
Financing activities
Share capital issued
0.2
-
Proceeds from intercompany funding
0.7
0.5
Net cash from financing activities 0.9
0.5
Net
increase
in cash and cash equivalents
0.7
-
Cash and cash equivalents at beginning of period -
-
Cash and cash equivalents at end of period 0.7
-
The accompanying notes form part of these financial statements.
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Notes to the financial statements – Company
for the period ended 30 September 2025


1. Material accounting policies

i) Basis of preparation of financial statements
Amigo Holdings PLC (the “Company”) is a company limited by shares and incorporated and domiciled in
England and
Wales
.
The principal activity of the Company was to act as a holding company for the Amigo Loans Group of companies.
The principal activity of the Amigo Loans Group was previously to provide loans to consumers. With the Fallback
Solution under the Scheme of Arrangement (“Scheme”) being implemented, leading to a cessation of trade and
implementation of a wind down plan in March 2023, there has been no new lending in the eighteen months to 30
September 2025. The Amigo Loans Group has collected its assets and settled all liabilities in line with obligations
under the Scheme, and the Scheme Supervisor passed a resolution that the Scheme had been completed on 17
September 2025. On 29 September 2025, liquidators were appointed to carry out solvent members’ voluntary
liquidations of the Company’s subsidiaries. Therefore as at 30 September 2025, the Company did not control any
subsidiary companies as such the financial statements are for the Company only.
Amigo Holdings PLC changed its accounting reference date from 31 March to 30 September. The Directors
implemented this change to preserve cash. The change in the accounting reference date means that the amounts
presented in the financial statements are not entirely comparable, as this period’s figures are for an eighteen-month
period whilst the comparatives are for a twelve-month period. The Company has modest residual cash resources and
is looking for a reverse takeover opportunity. If a suitable opportunity does not emerge, then, as previously indicated,
the Company may ultimately seek shareholder approval to delist from the London Stock Exchange and enter its own
liquidation process.
The financial statements have been prepared under the historical cost convention, in accordance with International
Financial Reporting Standards as adopted by the UK, and in conformity with the requirements of the Companies Act
2006.
The functional currency of the Company is GBP. These financial statements are presented in GBP.
The following material accounting policies have been applied:


ii) Going concern
In determining the appropriate basis of preparation for these financial statements, the Board has undertaken an
assessment of the Company’s ability to continue as a going concern for a period of at least twelve months from the
date of approval of the financial statements.
In undertaking a Going Concern review, the Directors considered the former Amigo Loans Group’s implementation of
the Fallback Solution announced on 23 March 2023, under the Scheme. The Fallback Solution required that the
Group’s sole trading subsidiary, Amigo Loans Ltd (“ALL”) to stop lending immediately and be placed in an orderly
wind down, with any surplus cash following the wind down to be transferred to Scheme creditors. ALL would then
appoint liquidators within two months of the final monies being paid to ALL Scheme Ltd (“SchemeCo”). Throughout
the period to 30 September 2025 the Fallback Solution has progressed. Amigo’s back book of loans has been run off
or sold or written off, interim and final distributions or Scheme payments have been paid to all Scheme creditors, and
almost all of the staff have exited the business since implementation of the Fallback Solution. ALL entered liquidation
on 29 September 2025, in line with obligations under the Scheme.
Given the cessation of trading on 23 March 2023, alongside no apparent realistic strategic capital raise or viable
alternative solutions, and the requirement dictated by the Scheme to ultimately liquidate ALL (the Amigo Loans
Group’s sole cash-generating unit), the Board has determined that the financial statements for the period ended 30
September 2025 will be prepared on a basis other than going concern, consistent with the prior period. In making this
assessment consideration was given to the potential for Amigo Holdings PLC to attract a reverse takeover or similar
transaction. However, such an outcome, whilst the strategic intention of the Directors, does not have sufficient
certainty in either cashflow or ability to trade to change the basis of preparation from that adopted in the period ended
30 September 2025.
The Directors believe there is no general dispensation from the measurement, recognition and disclosure
requirements of IFRS despite the Company not continuing as a going concern. Therefore, IFRS is applied
accordingly throughout the financial statements. No material adjustments to the carrying value of the assets or
liabilities was required. The relevant accounting standards for each part of the Financial Statements have been
applied on the conditions that existed and decisions that had been taken by the Board as at or prior to 30 September
2025.


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iii) Financial instruments
The Company primarily enters into basic financial instruments transactions that result in the recognition of financial
assets and liabilities.



a) Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not
more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from
the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in
value.




2. Operating expenses
The main categories of expenditure included in administrative and other operating expenses are professional fees
£0.4m (2024: £0.3m) and employee costs £0.1m (2024: £ nil). Other operating expenses include fees payable to the
Company’s auditors for the audit of these financial statements amounted to £30,000 (2024: £24,000).




3. Employees and key management remuneration
During the period one person served as Non-Executive Director. Wages and salaries amounted to £0.1m (2024: £nil).
The average number of employees employed by the Company (including Directors) was nil in both the current and
prior periods.
The highest paid Director in the current period received remuneration of £67,575 inclusive of employers’ National
Insurance (2024: £ nil). There were no retirement benefits relating to key management personnel.


4. Taxation
The applicable corporation tax rate for the period to 30 September 2025 was 25.0% (2024: 25.0%) and the effective
tax rate is 0.0% (2024: negative 0.8%).
E
ighteen
months
to
Year to
3
0 Sep
2
5
31 Mar 2
4
£m
£m
Corporation tax
Current
tax
charge
on profit
/
(loss) for the year
-
0.2
Taxation charge on profit/(loss)
-
0.2
A reconciliation of the actual tax charge, shown above, and the profit/(loss) before tax multiplied by the standard rate
of tax, is as follows:
E
ighteen
months
to
Year to
3
0
Sep
2
5
31 Mar 2
4
£m
£m
Profit/(loss) before tax
70.8
(1.2)
Profit/
(
l
oss) before tax multiplied by the standard rate of corporation tax in the UK of 25% (202
4
:
25
%)
17.7
(
0.3
)
Effects of:
Income not taxable for Corporation tax purposes (intercompany loan waivers)
(17.
8
)
-
Expenditure
not deductible for tax purposes
-
0.3
Other
-
0.
2
Current-year losses for which no deferred tax asset is recognised
0.1
-
Total tax charge for the year
0.0
0.2
Effective tax rate
0.0%
(16.7)%

5. Profit/(loss) per share
Basic profit/(loss) per share is calculated by dividing the profit/(loss) for the period attributable to equity shareholders
by the weighted average number of ordinary shares outstanding during the period.
3
0
Sep
2
5
31 Mar 2
4
Pence
Pence
Basic profit/(loss) per share
12.5
(0.3)
Adjusted (loss) per share
1
(0.1
)
(0.1)
1 Adjusted (loss) per share and earnings for adjusted basic earnings(loss) per share are non-GAAP measures.

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Reconciliations of the earnings used in the calculations are set out below.
3
0
Sep 25
31 Mar 2
4
£m
£m
P
rofit/
(
l
oss) for basic EPS
70.8
(1.4
)
Impairment of subsidiaries
-
0.9
Intercompany balances waived
(71.3)
-
Profit/(loss) for adjusted basic EPS
1
(0.5)
(0.5)
Basic weighted average number of shares (m) 565.2
475.3
1. Adjusted /(loss) per share and earnings for adjusted basic profit/(loss) per share are non-GAAP measures.
Reconciliation of the weighted average number of shares used in the calculations are set out below.
Weighted average (million)
As at 31 March 2024
475.3
548
548
475.3
Shares issued 5 April 2024
23.8
544
548
23.6
Shares issued 9 May 2024
71.3
510
548
66.3
As at 30 September 2025
570.4
565.2

6. Cash and cash equivalents
Since entering the Fallback Solution the management of cash balances changed substantially in line with obligations
under the Court approved Scheme of Arrangement. The Scheme was designed to ensure the Group could carry out
an orderly wind down, which include having access to sufficient liquidity from previously restricted balances. The
Scheme is now complete and redress delivered to customers, and Amigo’s subsidiaries have entered a solvent
members’ voluntary liquidation. Before liquidation, the subsidiaries transferred £0.7m of residual funds to Amigo
Holdings PLC, with an indemnity undertaking from Amigo Holdings PLC in favour of the Liquidators to pay all
liquidation costs. These costs are expected to consume around £0.3m, leaving approximately £0.4m for Amigo
Holdings PLC. This amount was too small to support a further Scheme payment. This will fund Amigo Holdings PLC’s
minimal overheads and potential search for future opportunities. Amigo Holdings PLC exists as a listed company with
no liabilities to Scheme creditors.

7. Other payables
3
0
Sep
2
5
31 Mar 2
4
£m
£m
Amounts owed to
third parties
0.4
-
Amounts owed to
Group undertakings
-
71.0
Accruals and deferred income
0.4
0.1
0.8
71.1
As explained further in note 12, the £0.4m owed to Amigo Management Services (in liquidation) has been reclassified
as a third-party loan balance at the period end. This loan arose from the transfer of residual funds to Amigo Holdings
PLC from the subsidiaries prior to entering liquidation (note 6),


8. Share capital
On 4 July 2018 the Company’s shares were admitted to trading on the London Stock Exchange. Immediately prior to
admission the shareholder loan notes were converted to equity, increasing the share capital of the business to
475.3m ordinary shares and increasing net assets by £207.2m. On 28 March 2024 Amigo announced that
Peterhouse Capital Limited arranged for the placing of 95,019,200 new ordinary shares of 0.25p each fully paid,
ranking pari passu in all respects with the existing issued ordinary shares. On 5 April 2024, 23,766,400 of these
shares (“First Placing Shares”) were admitted for listing on the Equity Shares (Commercial Companies) Category of
the Official List and to trading on the main market for listed securities of the London Stock Exchange. The remaining
71,252,800 shares (“Second Placing Shares”) were admitted for listing on 9 May 2024.
On 11 July 2025 the 41,000 deferred ordinary shares of £0.24 each were cancelled.


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Allotted and called up shares at par value
3
0
Sep
2
5
£’000
Total
41,000 deferred ordinary shares of £0.24 each
-
570,352,960 ordinary shares of 0.25p each 1,426
1,426
31 Mar 2
4
£’000
Total
41,000 deferred ordinary shares of £0.24
each
10
475,333,760 ordinary shares of 0.25p each 1,188
1,198
Ordinary A Ordinary B Ordinary C Ordinary D Ordinary Total
Number
Number
Number
Number
Number
Number
At 31 March 2018
803,574
41,000
97,500
57,926
-
1,000,000
Subdivision
(803,574)
(41,000)
(97,500)
(57,926)
400,000,000
399,000,000
Shareholder loan note
conversion - - - - 75,333,760 75,333,760
At 31 March 2019
- - - - 475,333,760 475,333,760
At 31 March 2020
- - - - 475,333,760 475,333,760
At 31 March
2021 - - - - 475,333,760 475,333,760
At 31 March 2022
- - - - 475,333,760 475,333,760
At 31 March 2023
- - - - 475,333,760 475,333,760
At 31 March 2024
- - - - 475,333,760 475,333,760
S
hares issued
95,019,200 95,019,200
At 30 September 2025
- - - -
570,352,960 570,352,960
Ordinary shares
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one
vote per share at general meetings of the Company. Each ordinary share in the capital of the Company ranks equally
in all respects and no shareholder holds shares carrying special rights relating to the control of the Company. The
nominal value of shares in issue is shown in share capital, with any additional consideration for those shares shown
in share premium.
Deferred shares
At the time of the IPO and subdivision the 41,000 ordinary B shares were split into 16,400,000 ordinary shares of
0.25p and 41,000 deferred shares of £0.24. The deferred shares did not carry any rights to receive any profits of the
Company or any rights to vote at a general meeting. Prior to the subdivision the ordinary B shares had 1.24 votes per
share; all other shares had one vote per share. These deferred shares were cancelled on 11 July 2025.
Dividends
Dividends are recognised through equity, on the earlier of their approval by the Company’s shareholders or their
payment.
The Board has decided that it will not propose a final dividend payment for the period ended 30 September 2025
(2024: £nil).



9. New standards and interpretations
The following standards, amendments to standards and interpretations are newly effective in the period. There has
been no significant impact to the Company as a result of their issue.
• Amendment to IAS 1 – Non-current liabilities with covenants
• Amendment to IFRS 16 – Leases on sale and leaseback
• Amendment to IAS 7 and IFRS 7 – Supplier finance
• IFRS S1 – General requirements for disclosure of sustainability-related financial information
• IFRS S2 – Climate-related disclosures

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Other standards
The IASB has also issued the following standards, amendments to standards and interpretations that will be effective
from 1 January 2025, however these have not been early adopted by the Company. The Company does not expect
any significant impact on its consolidated financial statements from these amendments.
• Amendment to IAS 21 – Lack of exchangeability
• Amendments to the SASB standards to enhance their international applicability

10. Investment in subsidiaries
The following were subsidiary undertakings of the Company and included undertakings registered or incorporated up
to the date of the Directors’ Report as indicated. Unless otherwise indicated all Group owned shares are ordinary. All
entities were subsidiaries on the basis of 100% ownership and shareholding.
As part of the orderly wind down of activities of the Group, on 29 September 2025, all of Amigo's subsidiaries have
appointed Chris Laverty and Sean Croston of Grant Thornton UK Advisory & Tax LLP as joint liquidators to carry out
solvent members' voluntary liquidations of the Company's subsidiaries.
Class of
Ownership
Ownership
Name
Country of
incorporation shares held
30 Sep
2025
31 Mar
ch
202
4
Principal activity
Direct holding
Amigo Loans Group Ltd
1,2,
United Kingdom
Ordinary
-
100%
Holding company
Amigo Loans Holdings Ltd
1,3,4
United Kingdom Ordinary -
100%
Holding company
ALL Scheme Ltd
1,4
United Kingdom
Ordinary
-
100%
Special purpose
vehicle
Indirect holdings
Amigo Loans Ltd
1,4
United Kingdom Ordinary -
100%
Trading company
Amigo
M
anagement Services Ltd
1,4
United Kingdom
Ordinary
-
100%
Trading company
1
Registered at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ.
2
Liquidators appointed on 28 March 2025
3
Became direct holding in March 2025
4
Liquidators appointed on 29 September 2025


11. Capital commitments
The Company had no capital commitments as at 30 September 2025 (2024: £nil).



12. Related party transactions
The Company received charges from and made charges to its 100% owned subsidiaries. Amounts owed to Group
undertakings are considered non-recoverable and were waived in the period to 30 September 2025.
As part of the
liquidation of the Scheme business, all residual free cash totalling £0.7m, was lent to Amigo for a period of twelve
months (the “Loan Term”). Amigo gave the Scheme businesses/the liquidators an indemnity to pay all cost of
liquidating the Scheme businesses. These costs were estimated to total £0.3m, leaving a net loan, after set-off, of
£0.4m (which remains a contingent liability). This loan can be called in at the end of the Loan Term. However, this
money would be immediately returned to Amigo (as the final beneficial shareholder) following the solvent liquidation
of the Scheme businesses. This £0.4m is designated as a third-party loan balance at the period end, since Amigo
Holdings PLC no longer exerts control over the subsidiaries now that they are in liquidation.
Amigo
Loans
Ltd
(66.3)
-
-
66.3
-
-
Amigo Management Services Ltd
(
4.7
)
- (0.7)
5.0
(0.4)
(0.4)
Amigo Loans Ltd
(66.
0
)
(0.3)
-
(66.3)
(66.3)
Amigo Management Services Ltd
(4.
4
)
-
(0.3)
-
(4.7)
(4.7)


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Annual Report & Accounts 2025
13. Post balance sheet events
Appointment of Board consultant
On 27 October 2025, Amigo announced that it had appointed Craig Ransley (“Craig”) as a Board consultant to assist
the Board in identifying and pursuing a reverse takeover in the mining sector.
Under Craig's consultancy agreement, Amigo agreed that if Craig successfully introduced investors that irrevocably
agreed to subscribe for a £1.5 million capital raise, then Amigo would pay Craig a fee of £200,000. Craig agreed to
use the fee to subscribe for 57,035,200 Amigo new ordinary shares of 0.25p each fully paid (“Fee Shares”) at an
issue price of 0.3507p per Fee Share.
On 14 November 2025, Amigo announced that Craig had successfully introduced investors that irrevocably agreed to
subscribe for up to £1.5 million of unlisted convertible loan notes (“Loan Notes”). Therefore, Amigo paid the £200,000
to Craig who used that money to subscribe for the Fee Shares.
Risk capital raise of £1.5m from institutional investors
On 14 November 2025, Amigo announced that institutional investors had irrevocably agreed to subscribe for up to
£1.5 million of unlisted convertible loan notes (“Loan Notes”). The Loan Notes are convertible at a price of 0.3p per
Amigo new ordinary share of 0.25p each fully paid into a maximum of 500,000,000 Amigo new ordinary shares of
0.25p each fully paid (”Conversion Shares”). The subscription for the Loan Notes is subject only to approval by
shareholders at a General Meeting. The Loan Notes are mandatorily convertible by Amigo in two tranches:
· First Tranche - Amigo will convert up to £1,125,000 of the Loan Notes into a maximum of 375,000,000
Conversion Shares on 19 January 2026.
· Second Tranche - The balance of the Loan Notes, which will convert into a further 125,000,000 Conversion
Shares, will only be converted by Amigo on publication of a prospectus, most likely in respect of any RTO, or as
otherwise permitted subsequently under the Prospectus Rules.
Risk capital raise from existing shareholders
On 26 November 2025 Amigo announced that it will enable existing shareholders to participate and buy new ordinary
shares in the capital raise at the same price as the Loan Notes through the Winterflood Retail Access Platform to
raise up to £188,100 subject also to approval by shareholders at a General Meeting.
General Meeting to be held
On 26 November 2025, Amigo announced that it will hold a general meeting to consider and vote on a resolution
relating to the above proposals on 19 December 2025.

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Annual Report & Accounts 2025
Appendix: alternative performance measures
Given the implementation of the Fallback Scheme and the winding down of the Group’s business, the Board believes
that disclosure of alternative performance measures (“APMs”) are significantly reduced.
Glossary
The following definitions apply throughout this Annual Report unless the context requires otherwise:
AGM the Annual General Meeting
ALL Scheme Ltd a
private company limited by shares incorporated under the laws of England
and Wales, registered under company number 13116075. The Group
reviews complaint claims through this vehicle as part of an approved
Scheme of Arrangement (“SoA”
) and, where appropriate, pays cash redress
to customers that have been affected by historical issues in the UK
business. This Company appointed liquidators on 29 September 2025
Amigo Loans Ltd
a private company limited by shares incorporated under the laws of England
and Wales, registered under company number 04841153. This is the
Group’s primary UK trading entity. This Company appointed liquidators on
29 September 2025
Amigo Loans Group
All of the Company’s former subsidiaries which were put into liquidation on
or before 29 September 2025
Amigo Loans Group Ltd
a private company limited by shares incorporated under the laws of England
and Wales, registered under company number 10624393. This is a holding
company within the Group. This Company appointed liquidators on 28
March 2025
Amigo Loans Holdings Ltd
a private company limited by shares incorporated under the laws of England
and Wales, registered under company number 10624542. This is a holding
company within the Group. This Company appointed liquidators on 29
September 2025
Amigo Management Services Ltd
a private company limited by shares incorporated under the laws of England
and Wales, registered under company number 05391984. This is the
servicing entity for the Group. This Company appointed liquidators on 29
September 2025
Articles of Association the Articles of Association of the Company
Board the Board of Directors of the Company
Company/Amigo PLC
Amigo Holdings PLC, a public company limited by shares incorporated
under the laws of England and Wales with company number 10024479
Directors the Executive and the Non-Executive Directors of the Company
Executive Directors the Executive Directors of the Company
FCA the UK Financial Conduct Authority, a regulatory body that regulates
financial services in the United Kingdom
Group
Amigo Holdings PLC and each of its consolidated subsidiaries and
subsidiary undertakings from time to time
HMRC HM Revenue and Customs
IFRS International Financial Reporting Standards, as adopted by the UK
Independent Non-Executive
Directors
Non-Executive Directors determined by the Board to be independent in
character and judgement and free from relationships or circumstances
which may affect, or could appear to affect, the Directors’ judgement, and
each an “Independent Non-Executive Director”
KPIs key performance indicators
Loan book total outstanding loans in the Company’s statement of financial position
London Stock Exchange London Stock Exchange plc
Non-Executive Directors the Non-Executive Directors of the Company
RTO reverse takeover
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Annual Report & Accounts 2025
Scheme of Arrangement a Scheme of Arrangement is an arrangement under part 26 of the
Companies Act 2006, and is a Court-approved agreement between a
company and its creditors; for Amigo these creditors are the FOS and
Amigo’s eligible redress customers
Scheme businesses The Amigo subsidiaries, including Amigo Loans Ltd, Amigo Management
Services Ltd and ALL Scheme Ltd (the Scheme special purpose vehicle)
which
entered a solvent members’ voluntary liquidation on 29 September
2025, following completion of the Scheme of Arrangement
Scheme Co the entity ALL Scheme Ltd
Shareholders the holders of shares in the capital of the Company
Shares the ordinary shares of the Company, having the rights set out in the Articles
of Association
UK Corporate Governance Code the 2018 UK Corporate Governance Code issued by the Financial
Reporting Council as updated from time to time
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Annual Report & Accounts 2025
Information for shareholders
Financial calendar
The Company’s Annual General Meeting is expected to be held in the first quarter of 2026.
Please see our website for further details in due course.
Share price
The shares are listed on the London Stock Exchange under share code “AMGO”.
Registrars
The Company’s registrars are:
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
Telephone: 0371 664 0300
(Calls cost 12p per minute, plus your phone company’s access charge.)
Email: enquiries@linkgroup.co.uk
Company details
Registered office and contact details:
Amigo Holdings PLC
71-75 Shelton Street
Covent Garden
London, United Kingdom
WC2H 9JQ
investors@amigo.me
companysecretary@amigo.me
Website: www.amigoplc.com
Company number: 10024479
Independent auditor
MHA
6th Floor
2 London Wall Place
London
EC2Y 5AU
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