OANDA Europe Limited reported a £2.07 million pre-tax loss in 2025 after a £1.51 million profit a year earlier. A reconstruction of its filed accounts shows two substantial influences: turnover fell by £3.57 million, while completion of the wider OANDA acquisition triggered recognition of previously unrecognised share-based compensation. The resulting £1.07 million annual share award charge was non-cash.[1]
FTMO completed the acquisition on 1 December 2025. Eleven months of the UK company’s reporting year therefore preceded completion, but that calendar observation cannot establish when the loss arose or remove the transaction from its explanation. Note 8 expressly connects the accelerated vesting and recognition of outstanding awards to the acquisition. The accounts contain no monthly profit split that would allocate the annual result between owners.[1][2]
The revenue decline and the earnings bridge
The audited profit and loss account records turnover of £14,899,924 against £18,474,182 in 2024, a reduction of 19.35%. Administrative expenses were £17,386,937, only £99,466 below the previous year. Interest receivable fell to £672,256 from £759,271, while interest payable rose to £258,185 from £239,763. Those finance lines are included before the operating result in this company’s presentation; the operating loss and pre-tax loss are consequently the same figure.[1]
The £3,580,229 deterioration in the pre-tax result can be reproduced without assigning an unsupported cause. Lower turnover reduced the result by £3,574,258; lower administrative expenses improved it by £99,466; and the reduction in net interest contributed a further £105,437 deterioration. Together those movements reconcile the £1,507,287 profit to the £2,072,942 loss.[1]
That reconciliation is more informative than saying every lost pound of revenue flowed directly into earnings. Administrative costs changed relatively little in aggregate, but their composition did change. In particular, the annual share-based payment charge increased from £141,555 to £1,068,651. The increase of £927,096 was equivalent to 25.9% of the year-on-year pre-tax deterioration, although a percentage comparison alone does not establish what every other expense would have been without the transaction.[1]
OANDA Europe: audited result and equity reconciliation
| Measure | 2024 | 2025 |
|---|---|---|
| Turnover | £18,474,182 | £14,899,924 |
| Administrative expenses | £17,486,403 | £17,386,937 |
| Share-based payment expense included above | £141,555 | £1,068,651 |
| Pre-tax result | £1,507,287 | −£2,072,942 |
| Net result | £1,072,499 | −£1,593,146 |
| Closing net assets | £11,441,272 | £10,916,777 |
What the acquisition changed in the accounts
The share award note describes awards connected to the group’s Plutus arrangements. It says the acquisition of OANDA Global Corporation by OANDA Management Holding Corporation satisfied a performance vesting condition and accelerated outstanding awards. This required recognition of previously unrecognised cumulative compensation. Unrecognised compensation at the year-end was nil, against £1,481,912 a year earlier.[1]
The £1,068,651 charge is the full expense recognised for the year, not a cash purchase price paid by the UK company. The acquisition-triggered recognition mechanism explains why a transaction completed near year-end can materially affect the annual result. It does not show that FTMO’s first month of operating management generated the whole charge or that the entire loss resulted from the acquisition.[1]
For scale, adding back the full 2025 share award expense would leave an arithmetic pre-tax loss of £1,004,291. That is an illustrative reconciliation, not an adjusted profit measure published by OANDA. A consistent comparison would also remove the £141,555 charge from 2024, producing £1,648,842 for that year. Even on that limited, like-for-like exclusion, the company’s result deteriorated substantially.[1]
This also distinguishes recognition from economics. Share awards can be a real part of employee remuneration despite requiring no operating cash payment when their accounting expense is recognised. Removing the charge helps isolate one feature of the reporting year; it does not make the expense fictional or establish that shareholders incurred no economic cost.[1]
Management’s explanation and its limits
The strategic report attributes the revenue reduction to a contraction in market volatility and identifies the substantial one-off non-cash share-based payment charge. That is management’s explanation of the operating environment. The accounts do not provide a matched series of customer activity, prices, spreads and market volatility from which this review could independently determine the contribution of each factor.[1]
OANDA Europe’s turnover also reflects the UK entity’s role within the wider group. The accounting policies describe group allocation of trading revenue and related-party arrangements. These are not consolidated OANDA group results: local turnover can change with group business and allocation arrangements as well as customer activity conducted directly by the subsidiary. A £2.07 million loss in this company cannot be restated as the loss of the entire global OANDA business.[1]
Average employee numbers increased from 54 to 56. Directors’ total remuneration rose from £1,576,221 to £1,700,126, but that comparison contains an important change in composition: short-term remuneration fell from £1,513,795 to £1,220,408, while the share-based element rose from £62,426 to £479,718. The headline increase therefore should not be described as an equivalent increase in cash pay.[1]
These disclosures explain why headcount, cash pay and total remuneration can move in different directions. They do not support attributing the company-wide profit reversal to directors’ remuneration alone. The total share award movement is material, but lower turnover remained the largest single movement in the disclosed pre-tax reconciliation.[1]
Why equity fell less than the net loss
After a tax credit of £479,796, the audited income statement reports a net loss of £1,593,146, compared with a £1,072,499 profit in 2024. Net assets nevertheless fell by only £524,495, from £11,441,272 to £10,916,777. The difference is explained in the statement of changes in equity: the £1,068,651 share-based payment was also credited to another equity reserve.[1]
The calculation is exact: opening equity of £11,441,272, less the net loss of £1,593,146, plus the £1,068,651 reserve credit gives closing equity of £10,916,777. Reading the income statement without the equity statement could make the smaller balance-sheet decline look unexplained. Reading both shows the counterpart of the equity-settled compensation charge.[1]
The cash-flow statement separately adds back the non-cash award expense when reconciling the result to cash. Net operating cash outflow was £1,615,680, against an inflow of £1,813,763 a year earlier; year-end cash was £6,440,496, down from £8,019,555. Neither the pre-tax loss nor the share award charge can be treated as an identical amount of cash lost during the year.[1]
Accounting equity is also different from regulatory capital headroom. The strategic report gives an own-funds surplus of about £5.3 million, up from £4 million. The accounts carry an unqualified audit opinion and the directors’ going-concern assessment. Those disclosures are relevant counterevidence to any suggestion that an annual accounting loss, by itself, established a breach of capital requirements or an inability to continue trading.[1]
A meaningful baseline for the first full year under new ownership
FTMO’s completion announcement said OANDA would continue as a standalone business and referred to approvals from five regulators. It dates the transfer of control; it does not allocate the UK company’s annual revenues and costs between the buyer and seller. The filed award note, rather than a calendar fraction, supplies the direct evidence of an acquisition-related accounting effect.[1][2]
The next annual comparison will need to separate the lower 2025 revenue base, continuing administrative expenses, the share award recognition and any subsequent change to the UK entity’s group role. If the exceptional award charge does not recur, earnings could improve without an equivalent increase in customer activity. Conversely, higher revenue would not necessarily translate into profit if expenses or group allocations changed.[1]
The public accounts do not establish the 2026 outcome, the purchase valuation or how much of the 2025 revenue decline arose in particular months. They do establish a narrower, useful finding: a nearly one-fifth turnover decline combined with a material acquisition-triggered compensation charge in a year when aggregate administrative costs barely fell. That is the appropriate baseline for assessing the UK entity after the deal.[1]
Sources & further reading
- OANDA Europe Limited: audited accounts for the year ended 31 December 2025 Companies House / OANDA Europe Limited · 29 Sep 2026 · Accessed 10 Nov 2026
- FTMO completes acquisition of OANDA from CVC FTMO Group · Accessed 10 Nov 2026