Final Results - Correction
Summary by AI BETAClose X
7 April 2026
JTC PLC
("the Company" together with its subsidiaries ("the Group" or "JTC")
Correction: Full year results for the year ended 31 December 2025
The following amendment has been made to the announcement entitled "Full year results for the year ended 31 December 2025", released on 7 April 2026 at 07:00 BST under RNS Number: 3441Z.
In the original announcement, the change in Underlying EBITDA margin was incorrectly stated as -4.4pp. The correct figure is +4.4pp.
All other details in the announcement remain unchanged.
The full amended text is shown below.
full year RESULTS for the year ended 31 december 2025
7 April 2026
JTC PLC
("the Company" together with its subsidiaries ("the Group" or "JTC")
Full year results for the year ended 31 December 2025
Good performance with resilient organic and inorganic growth, propelling JTC into a new era
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As reported |
Underlying* |
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2025 |
2024 |
Change |
2025 |
2024 |
% +/- |
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Revenue (£m) |
381.9 |
305.4 |
+25.1% |
381.9 |
305.4 |
+25.1% |
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EBITDA (£m)* |
78.2 |
49.1 |
+59.5% |
124.5 |
101.7 |
+22.4% |
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EBITDA margin* |
20.5% |
16.1% |
+4.4pp |
32.6% |
33.3% |
-0.7pp |
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Operating profit/EBIT (£m) |
39.1 |
18.9 |
+106.3% |
107.7 |
88.5 |
+21.8% |
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Profit/(loss) for the Period (£m) |
0.9 |
-7.3 |
-122.9% |
76.5 |
68.3 |
+12.1% |
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Earnings per share (p)** |
0.56 |
-4.44 |
-122.6% |
45.55 |
41.80 |
+9.0% |
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Cash conversion* |
87% |
98% |
-11pp |
87% |
98% |
-11pp |
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Net debt (£m) |
313.0 |
206.9 |
+106.1 |
275.8 |
182.3 |
+93.4 |
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Dividend per share (p) |
5.00 |
12.54 |
-60.1% |
5.00 |
12.54 |
-60.1% |
* For further information on our alternative performance measures (APM's) see the appendix to the CFO Review.
** Average number of shares (thousands) for 2025: 168,016 (2024: 163,308)
RESILIENT FINANCIAL PERFORMANCE
· Revenue +25.1%, driven by net organic growth of 8.5% (2024: 11.3%) and strategic M&A
· Underlying EBITDA +22.4% to £124.5m (2024: £101.7m) with consistent underlying EBITDA margin of 32.6% (2024: 33.3%)
· New business wins +21.8% to a record £43.5m (2024: £35.7m)
· Good underlying cash conversion of 87% (2024: 98%)
· Leverage of 2.2x underlying EBITDA at period end, increased as expected following two successful acquisitions in the year
· Undrawn funds of £27.4m of the £400m bank facility and £74.2m ($100m) of the £129.9m ($175m) US private placement facility, at period end
· Total dividend per share of 5p (2024: 12.54p)
CONTINUED SUCCESSFUL EXECUTION OF GROWTH STRATEGY
· Institutional Capital Services Division performed well considering the current challenging market environment with net organic growth of +9.0% and revenue of £211.1m
· Private Capital Services Division saw net organic growth of +7.9% and revenue of £170.8m, driven by particularly strong growth in the US and Caribbean
· We completed the strategic and transformational acquisition of Citi's global fiduciary and trust administration business, formerly known as Citi Trust, in addition to the acquisition of Kleinwort Hambros Trust Company (KHT) and its subsidiaries from Union Bancaire Privée. Both are integrating well and already adding great value to the wider business.
OFFER FOR JTC PLC
· On 10 November 2025, JTC announced that it had reached agreement on the terms of a recommended cash acquisition by Papilio Bidco Limited ("Bidco") of the entire issued and to be issued ordinary share capital of JTC at a price of £13.40 per share, giving an enterprise value of c. £2.7bn.
· In January 2026, shareholders voted overwhelmingly to approve the transaction, allowing the acquisition to progress to the next stage. The process continues to move forward positively and in line with expectations. All necessary regulatory consents and required completion approvals are now being sought. Once these are received, the Royal Court of Jersey will review the Scheme and, subject to its approval, issue a Court Order. The Scheme will become legally effective, and the transaction will complete shortly after the Court Order is filed with the Registrar of Companies. Based on current expectations, the transaction is expected to complete during the third quarter of 2026, subject to satisfaction of the remaining conditions.
ENTERING A NEW ERA
· Our two Divisions position JTC at the intersection of trillions of dollars of capital flows from both private and institutional clients, all seeking efficient and compliant access to alternative assets. This is a growth trend that is set to remain a strong tailwind for the foreseeable future and one which we are perfectly placed to capitalise on.
· We have enjoyed significant success as a public company, doubling the business first through the Odyssey era, again through Galaxy era and now materially progressed for a third time through the Cosmos era.
· As we now look to a future under private ownership, it makes sense to draw a line under the Cosmos era plan, which we regard as materially complete, and move into a new era, Genesis, that coincides and aligns with this fundamental change.
· The Group aims to continue achieving strong organic growth and to make high quality acquisitions. Drawing on over four decades of thematic investment expertise in service businesses, we believe Permira is perfectly placed to help deliver our long-term aspirations.
Nigel Le Quesne, CEO of JTC PLC, said:
"This is most likely the last time that I will present a CEO review as a listed business. I would like to take this opportunity, both personally and on behalf of everyone at JTC, to say that we have enjoyed our time as a public company immensely. We are grateful for the support and advice we have received during this time from shareholders, advisers and our non-executive colleagues.
In 2025, we delivered a resilient performance against a backdrop of global markets that remained challenging. Organically, we once again achieved record new business wins, strengthening and deepening our client book for years to come. Inorganically, we secured two more bank carveout transactions that represent excellent value and enhance our position as the world's leading independent trust company.
Our latest era, Cosmos, began in 2024 and aimed to once again double the size of the Group by the end of 2027. As we have reported previously, the business has performed ahead of schedule to this plan, which given global economic conditions and geopolitical activity in the period, is testament to the resilience of our model and the quality of our platform and our people. As we now look to a future under private ownership, it makes sense
to draw a line under the Cosmos era plan, which we regard as materially complete, and move into a new era, Genesis, that coincides and aligns with this fundamental change.
While our overall ownership structure may be transitioning from public to private, our culture of shared ownership remains firmly at the heart of what makes JTC a special and unique business."
ENQUIRIES
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JTC PLC |
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+44 (0) 1534 700 000 |
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Nigel Le Quesne, Chief Executive Officer |
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Martin Fotheringham, Chief Financial Officer |
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David Vieira, Chief Communications Officer |
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There will be no briefing presentation on the day as the Company remains in an Offer Period. The 2025 annual report will soon be published on the JTC website www.jtcgroup.com/investor-relations
FORWARD LOOKING STATEMENTS
This announcement may contain forward looking statements. No forward-looking statement is a guarantee of future performance and actual results or performance or other financial condition could differ materially from those contained in the forward looking statements. These forward-looking statements can be identified by the fact they do not relate only to historical or current facts. They may contain words such as "may", "will", "seek", "continue", "aim", "anticipate", "target", "projected", "expect", "estimate", "intend", "plan", "goal", "believe", "achieve" or other words with similar meaning. By their nature forward looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of these influences and factors are outside of the Company's control. As a result, actual results may differ materially from the plans, goals and expectations contained in this announcement. Any forward-looking statements made in this announcement speak only as of the date they are made. Except as required by the FCA or any applicable law or regulation, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement.
ABOUT JTC
JTC is a publicly listed, global professional services business with deep expertise in fund, corporate and private client services. Every JTC person is an owner of the business, and this fundamental part of our culture aligns us with the best interests of all our stakeholders. Our purpose is to maximize potential and our success is built on service excellence, long-term relationships and technology capabilities that drive efficiency and add value.
Chief Executive Officer's review
A fast start to the Cosmos era
"Over 38 years we have consistently grown our revenue and profit, driven
by a successful combination of organic and acquisition-led growth."
Nigel Le Quesne
Chief Executive Officer
This is most likely the last time that I will present a CEO review as a listed business. I would like to take this opportunity, both personally and on behalf of everyone at JTC, to say that we have enjoyed our time as a public company immensely and it is with a tinge of regret that we will end our public market tenure on completion of the proposed acquisition of JTC, following the receipt of all the regulatory approvals.
Since listing in 2018 the Group has more than quadrupled in size, become firmly established in the US and at the point of de-listing at 1,340p per share, will have delivered a total shareholder return of 400%. We are grateful for the support and advice we have received during this time from shareholders, advisers and our non-executive colleagues.
Nevertheless, it is a core part of our culture that we always seek to maximise potential and place the long-term best interests of the company at the forefront of our decision making. Without repeating the detailed rationale in support of the transaction, suffice to say we believe that JTC will best be able to maximise its potential as a private company with the full backing of Permira, our new partners.
In 2025, we delivered a resilient performance against a backdrop of global markets that remained challenging. Organically, we once again achieved record new business wins, strengthening and deepening our client book for years to come. Inorganically, we secured two more bank carve-out transactions that represent excellent value and enhance our position as the world's leading independent trust company.
At JTC we guide the business using multi-year plans that we call eras. These are designed to capture the growth opportunities we see and, crucially, to align the interests our clients, employee-owners, shareholders and other stakeholders for the long-term.
Our latest era, Cosmos, began in 2024 and aimed to once again double the size of the Group by the end of 2027. As we have reported previously, the business has performed ahead of schedule to this plan, which given global economic conditions and geopolitical activity in the period, is testament to the resilience of our model and the quality of our platform and our people. As we now look to a future under private ownership, it makes sense to draw a line under the Cosmos era plan, which we regard as materially complete, and move into a new era, Genesis, that coincides and aligns with this fundamental change.
Financial performance
Revenue grew 25.1% to £381.9m (2024: £305.4m) and underlying EBITDA increased 22.4% to £124.5m (2024: £101.7m). Net organic growth was 8.5% (2024: 11.3%). I explore this further in my overview of the two Divisions on the following pages.
The Group delivered record new business wins of £43.5m, an increase of 21.8% (2024: £35.7m). Underlying EBITDA margin was 32.6% (2024: 33.3%), a reduction which we anticipated following recent acquisitions that were temporarily dilutive. Cash conversion was 87% (2024: 98%), which was again expected as a result of the acquisition of the former Citi Trust business, where a number of annual fees were collected prior to JTC taking full ownership.
At the intersection of global capital flows
The Group remains well placed to deliver growth given the structural tailwinds enjoyed by our sector (see pages 14 to 15) and in particular, the continued growth in capital allocation to alternative asset classes. Estimates from Preqin suggest that the global allocation to alternatives will increase to c. $30 trillion by 2030. In response to this important mega trend, we re-named our two Divisions to better reflect our services. We continue to see strong capital flows from both private and institutional clients driven by the desire to achieve exposure to high-growth alternatives, which in turn is a catalyst for our own future growth.
On a day-to-day basis, we offer our clients expertise, global reach and stability - all aspects that engender loyalty and are reflected in our exceptional revenue retention of 98.6%. In addition to retaining clients, organic growth stems from increasing demand for our sophisticated administration and governance solutions as both new and existing clients seek to navigate uncertainty and capture opportunity.
Service excellence remains at the heart of our proposition and we pride ourselves on cultivating long-standing relationships, with our diverse client base partnering with JTC for an average of 13.8 years.
Continued investment in technology is a key enabler to remain competitive. The rapid advances in AI and related technologies present transformative opportunities for us to enhance client delivery, improve operating efficiency, manage risk and develop new service offerings. Under private ownership, this element of our operating strategy can and will be accelerated.
Institutional Capital Services Division
It is fair to say that the challenging market conditions impacted most heavily on the ICS side of the business, in particular leading to extended timescales for winning new mandates. Nevertheless, we were satisfied with the performance achieved in 2025, and the platform is now even stronger and better placed to capture future growth.
Revenue increased 16.7% to £211.1m (2024: £180.9m) with a 10% increase in underlying EBITDA to £60.8m (2024: £55.3m). Underlying EBITDA margin was 28.8% (2024: 30.6%). Net organic revenue growth was strong at 9.0% (2024: 9.9%) and the annualised value of new business wins was £25.2m (2024: £20.5m).
The US remained the fastest-growing region for ICS, with continued excellent performance from SALI Fund Services, as well as the wider US fund administration platform and the Caribbean. A number of large, high-profile mandates were won during the period, which augurs well for the future.
At the end of the year, the ICS Division generated 55.3% of Group revenues (2024: 59.2%). This scale and reach, combined with our focus on providing client service excellence, stood us in good stead to succeed in what remains a competitive market.
Overall, the ICS Division made good progress in 2025 and continues to scale.
Private Capital Services Division
PCS had another good year and cemented its position as the world's leading independent trust company, with a high-quality team and extensive range of services.
Revenue increased 37.2% to £170.8m (2024: £124.5m) with an increase of 37.3% in underlying EBITDA to £63.7m (2024: £46.4m). The underlying EBITDA margin remained strong at 37.3% (2024: 37.3%). Net organic revenue growth was 7.9% (2024: 14.0%). New business wins increased by 20.4% to £18.3m (2024: £15.2m) driven by strong performance from the US and Caribbean in particular.
Over many years, we have identified a shift in the market whereby banks and other financial institutions wish to increase focus on their core business and lessen exposure to related trust services. A key factor in this trend is the growing allocation of private capital to alternative assets. This requires specific expertise and experience that is often non-core to banks and wealth managers, but sits at the very heart of our PCS capabilities and heritage. This evolution of the sector can manifest as both clear-cut acquisition opportunities and also sophisticated outsourcing or white labelling arrangements. Through our deliberate strategy of targeting these deals and mandates, we have developed a reputation as the partner of choice.
Since 2010, we have successfully completed ten bank carve-out or similar transactions and having been at the forefront of this shift in the market, we are now benefitting from investments and experience gained in prior years.
"I believe that our eight years as a listed company has served our growth strategy and ambitions extremely well, and we thank all our stakeholders for the support they have provided over this time."
Nigel Le Quesne
Chief Executive Officer
In 2025 we completed the strategic and transformational acquisition of Citi's global fiduciary and trust administration business, formerly known as Citi Trust. The deal increased our scale significantly, and has cemented our position as the largest independent, non-bank owned trust company in the US, a market where we see significant growth opportunities given that the US remains the largest alternative assets and wealth management market in the world.
The acquisition has also helped to drive expansion, particularly for cross-border services in markets such as the Middle East and Asia. Both regions are home to a large and growing number of high-net-worth and ultra-high-net-worth individuals, providing significant scope to further expand our client base.
We also acquired Kleinwort Hambros Trust Company (KHT) and its subsidiaries from Union Bancaire Privée, with the deal completing in October 2025. KHT is a well-established trust and estate planning provider, with a history of over 70 years serving high-net-worth and ultra-high-net worth families.
While our near-term focus will remain on the smooth and thorough integration of these businesses, as well as further harmonising our PCS operating platform in the US, we maintain a healthy pipeline of future inorganic and organic opportunities of scale.
Overall, we are extremely excited about the outlook for our PCS Division and the opportunities in our target growth markets in the US, Middle East and Asia, as well as our established footprint in the UK Crown Dependencies, Caribbean and Europe.
Shared Ownership at the heart of our business
Shared Ownership for all our people remains a core part of our unique culture, aligning us with the interests of all our stakeholders and allowing our employee-owners to share directly in the success that they work to create. I believe it has played a major role in our growth and we remain fully committed to it moving forward.
Regretted staff attrition was 4%, comfortably within our KPI target of 10% or less (see page 19) and well below industry norms of c. 20%. This stability and loyalty within our global team is of tremendous value to our clients as it provides consistent teams and continuity of service across mandates that span years or even decades.
Feedback from our 2025 employee survey showed that 83% of our people value being an employee-owner and 81% agreed that JTC's Shared Ownership culture is a key differentiator in the market. Since its creation in 1989, over £450m of value has been generated for our people.
Risk
Global macroeconomic developments and geopolitical tensions present a particular set of risks that have the potential to slow investment and global growth. We continue to see long-term emerging risks come into greater focus with ongoing geopolitical tensions in many of the jurisdictions in which we operate. We remain vigilant as to their impact and respond proactively. JTC's long-term commitment to a diversified business model and well-invested global platform allows us to navigate risk and continue to capture growth in a sustainable and responsible manner. We believe in the effectiveness of our risk framework, management and culture, developed over 38 years of continuous growth.
As a Group, we are also acutely aware of our responsibilities in relation to sanctions compliance and continue to enforce all such measures rigorously.
In 2025, we saw further advances in artificial intelligence (AI). Further details on how we are using technology across the Group can be found on pages 23 to 24. As with almost every technological innovation, we see both the opportunity and inherent risk in these advances. Given that our services rely extensively on dealing with large amounts of data in a secure manner and where many of the outputs we produce to clients are in the form of 'words and numbers'. As a result we have embraced the opportunity to partner with our technology providers and examine use cases that are of benefit to the growth of the business, as well as those that present risks.
This work has been supplemented with updates to system use policies and internal training and communications.
Our internal Sustainability Forum, created in 2022, manages and delivers our sustainability roadmap across the Group. At Board level, the Governance and Risk Committee has responsibility for oversight of risk at a Group level, as well as providing guidance on our sustainability journey and the commercial opportunities the Group might capture through the provision of sustainability services to clients. More details can be found in the Committee's report starting on page 85. We were once again a Carbon Neutral+ organisation and made our third public submission to the Carbon Disclosure Project (CDP). Further details can be read in the Sustainability section starting on page 36.
Our principal risks are detailed on pages 60 to 64. Ongoing material risks include acquisition risk, competitor and client demand risk, client and process risk, and data security risk.
Looking ahead
We were pleased with our progress in 2025, in particular achieving another year of record new business wins and cementing our position as the leading independent trust company following completion of the Citi Trust and KHT acquisitions.
While we continue to face macro-economic headwinds and geopolitical challenges, including recent conflict escalation in the Middle East, the resilience of our business model has been proven over decades and remains clear. Our two Divisions position JTC at the intersection of trillions of dollars of capital flows from both private and institutional clients, all seeking efficient and compliant access to alternative assets. This is a growth trend that is set to remain a strong tailwind for the foreseeable future and one which we are perfectly placed to capitalise on.
In addition, our sector continues to consolidate and our disciplined approach to M&A, including our particular strength in bank carve-out deals, is an important component of our long-term growth and ability to create value. We maintain a healthy pipeline of opportunities across a range of scales and geographies and in support of both Divisions.
Bittersweet change
It is well known that JTC has been previously supported by private equity in its journey. During the Malbec era, which ran from 2012 to 2018 and preceded our IPO, the company was minority-owned by CBPE and enjoyed some of its strongest performance as the business followed a transformative 'local to global' strategy.
Throughout our time as a listed business, we remained of interest to private equity, but while flattering and of some strategic interest as it relates to M&A dynamics, we were never minded to seriously entertain such interest. However, as was made clear in the rationale provided by the Board in support of its recommendation of a sale of the business to Permira, during 2025 this position changed. We believe that the best interests of the Group for the next era of its growth and development will be served as a private company.
While we are excited about this change and what comes next, it is perhaps best summed up in a word used by an institutional investor when we were first able to share news of the recommendation to sell - bittersweet.
We have enjoyed significant success as a public company, doubling the business first through the Odyssey era, again through Galaxy era and now materially progressed for a third time through the Cosmos era. Taking the IPO admission price of 290p on 14 March 2018 and the offer price from Permira of 1,340p, we will have delivered a total shareholder return of 400% at the point of exit for those who have been on the eight-year journey with us from the start.
In addition, we have matured and evolved as a business, with the unique scrutiny and disclosures associated with the public markets making us a better company for all our stakeholders. We are immensely grateful for the support we have received.
Looking ahead, the Group aims to continue achieving strong organic growth and to make high quality acquisitions. Permira has helped portfolio companies drive technology transformation and unlock access to deep pools of capital. Drawing on over four decades of thematic investment expertise in service businesses, we believe Permira is perfectly placed to help deliver our long-term aspirations.
All necessary regulatory consents and required completion approvals are now being sought and the process continues to move forward positively. We expect the proposed transaction to complete in Q3 2026.
Stronger together
Finally, I would like the last word to go to our people, our incredible global team of employee-owners. We believe that our Shared Ownership culture is what differentiates JTC in the market and provides our competitive advantage. It is through our people and their collective energy, innovation, ambition and hard work that we have been able to grow revenue and profits for 38 consecutive years. While our overall ownership structure may be transitioning from public to private, our culture of shared ownership remains firmly at the heart of what makes JTC a special and unique business. I thank each and every member of the team, past and present, for their contribution to date and in anticipation of their efforts and success still to come. We really are, stronger together.
Nigel Le Quesne
Chief Executive Officer
Chief Financial Officer's review
Resilient performance to conclude the Cosmos Era
"Our results this year demonstrate the Group's resilience, with stable profitability and consistent performance."
Martin Fotheringham
Chief Financial Officer
Resilient financial performance
· Revenue +25.1%, driven by net organic growth of 8.5% (2024: 11.3%)
· Underlying EBITDA +22.4% to £124.5m (2024: £101.7m) with drop in underlying EBITDA margin to 32.6% (2024: 33.3%)
· New business wins +21.8% to a record £43.5m (2024: £35.7m)
· Strong underlying cash conversion of 87% (2024: 98%). 93% when excluding the Citi and KHT acquisitions, where the businesses invoiced and collected annual fees before JTC ownership.
· Underlying leverage of 2.2x underlying EBITDA at period end, and expectedly above guidance range of 1.5x-2.0x in a period of significant M&A activity
· No final dividend declaration driven by the timing of the proposed acquisition by Permira
Revenue
In 2025, revenue was £381.9m, an increase of £76.6m (+25.1%) from 2024. Revenue growth, on a constant currency basis, was higher at 26.7% (2024: 20.2%), reflecting reported revenues being lower due to the continued weakening of the US dollar.
Net organic growth was 8.5% (2024: 11.3%), with the rolling three-year average dropping slightly to 13.2% (2024: 14.4%). This remains above our medium-term guidance range of 10% or higher.
The subdued organic growth for the year was a result of macroeconomic conditions, albeit strong in the context of our overall market. We have continued to see a slowdown in new Fund launches with decreasing interest rates creating a headwind to our existing Banking and Treasury service.
We achieved £55.1m of inorganic revenue growth in 2025 (2024: £24.0m), driven in the main by the Citi Trust acquisition.
We have continued to reduce customer concentration in the business with our largest fifteen clients now representing 8.4% (2024: 8.9%) of our annual revenue. Despite the difficult macro conditions, we had another record year of new business wins totalling £43.5m at the period end (2024: £35.7m). The new business pipeline remains healthy.
Net organic growth was driven by gross new business revenues for 2025 of £37.4m (2024: £38.7m). We saw client attrition of 4.1% (2024: 4.7%), where we have seen a reduction in the number of clients reaching the end of their life. Our three-year average now reports at 4.6% (2024: 5.4%).
The retention of revenues increased to 98.6% (2024: 98.4%) with the rolling three-year average also improving to 98.4% (2024: 98.3%). This three-year average has remained within a range of 96.6% to 99.0% since our IPO.
Geographical growth is summarised below, with the highlight being the 118.8% growth recorded in the Caribbean, with the region seeing a significant contribution from the Citi Trust acquisition. The US remains a key strategic region and now represents 32.3% (2024: 31.6%) of our total revenue.
Geographical growth
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2025 |
2024 |
£ +/- |
% +/- |
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UK & Channel Islands |
£148.7m |
£135.9m |
+ £12.9m |
+ 9.5% |
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US |
£123.5m |
£96.5m |
+ £27.0m |
+ 28.0% |
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Caribbean |
£57.5m |
£26.3m |
+ £31.2m |
+ 118.8% |
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Rest of Europe |
£43.4m |
£40.8m |
+ £2.6m |
+ 6.5% |
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Rest of the World |
£8.8m |
£6.0m |
+ £2.8m |
+ 46.4% |
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£381.9m |
£305.4m |
+ £76.6m |
+ 25.1% |
Revenue growth
Revenue growth, on a constant currency basis, is summarised as follows.
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2024 Revenue |
£301.5m |
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Lost - JTC decision |
(£0.7m) |
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Lost - Moved service provider |
(£3.4m) |
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Lost - Natural end/no longer required |
(£8.0m) |
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Won - Net more from existing clients |
£21.0m |
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Won - New clients |
£16.4m |
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Won - Acquisitions1 |
£55.1m |
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2025 Revenue |
£381.9m |
1 When JTC acquires a business, the acquired book of clients is defined as inorganic for the first two years of JTC ownership. Acquired clients contributed an additional £15.9m in 2025 and is broken down as follows: Blackheath £0.1m, Hanway £0.4m, Buck £1.5m, FFP £13.9m, FRTC £3.5m, KHT £2.9m, and Citi £32.8m.
Underlying EBITDA and margin performance
Underlying EBITDA in 2025 was £124.5m, an increase of £22.8m (+22.4%) from 2024. This was a significant increase on the prior year, driven organically but also by the Citi Trust acquisition.
Our underlying EBITDA margin reported a drop to 32.6% (2024: 33.3%). 2025 continued to be a year of market volatility, with the impact being most prominent in the ICS division, where we've continued to invest in the Division to maximise on growth opportunities.
As touched on in the interim report, we have continued to see an increase in the time spent on regulatory matters, with a subsequent impact on margin (primarily through a reduction in chargeable time). The impact of these interactions is that fee-earners time is devoted to dealing with regulatory queries - which we do not expect our clients to pay.
Our continued investment in infrastructure remains a priority, both to maximise organic growth opportunities and to integrate the substantial volume of recent acquisitions.
Institutional Capital Services
Revenue increased by 16.7% when compared with 2024 (+10.8%).
Net organic growth, on a constant currency basis, was 9.0% (2024: 9.9%) with the main sources of growth coming from the US and the Caribbean. The rolling three-year average now stands at a strong 12.8% (2024: 14.7%), well above our medium-term guidance range.
This level of net organic growth was particularly pleasing in a period where the macroeconomic uncertainty resulted in tougher markets in the UK and Europe.
Attrition for the Division fell to 3.9% (2024: 4.5%), of which 2.9% (2024: 2.8%) was for end-of-life losses. The rolling three-year average attrition now stands at 4.5% (2024: 5.7%).
Revenue growth, on a constant currency basis, is summarised below.
The Division's underlying EBITDA margin decreased from 30.6% in 2024 to 28.8% in 2025, representing the impact of ongoing investment in people and infrastructure to capitalise on growth opportunities, increased regulatory obligations, and the significant delays in the launch of new funds.
We remain confident that continued investment in the Division will result in improved longer-term returns.
Revenue growth ICS
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2024 Revenue |
£179.5m |
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Lost - JTC decision |
(£0.2m) |
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Lost - Moved service provider |
(£1.5m) |
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Lost - Natural end/no longer required |
(£5.1m) |
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Won - Net more from existing clients |
£13.4m |
|
Won - New clients |
£9.1m |
|
Won - Acquisitions1 |
£15.9m |
|
2025 Revenue |
£211.1m |
1 When JTC acquires a business, the acquired book of clients is defined as inorganic for the first two years of JTC ownership. Acquired clients contributed an additional £15.9m in 2025 and is broken down as follows: Blackheath £0.1m, Hanway £0.4m, Buck £1.5m, and FFP £13.9m.
Private Capital Services
Revenue increased by 37.2% when compared with 2024 (+32.3%).
Net organic growth, on a constant currency basis, was 7.9% (2024: 14.0%) with particularly strong growth in the US and Caribbean. The rolling three-year average now stands at 14.3% (2024: 14.5%), above our medium-term guidance range.
The lower year on year organic growth reported for 2025 is driven in part by reduced Banking and Treasury income associated with the headwinds created by reduced interest rates but also represents the significant internal effort and focus that was required to integrate the Citi Trust acquisition - which is now operating at JTC margins.
Attrition for the Division decreased to 4.4% (2024: 5.2%), of which 2.4% (2024: 3.7%) were for end-of-life losses.
Revenue growth, on a constant currency basis, is summarised below.
The Division's underlying EBITDA margin once was again 37.3% in 2025 (2024: 37.3%), which is particularly pleasing and demonstrates the Division's successful work in rapidly integrating the Citi Trust business.
The Division continues to perform very well and has consistently reported towards the top-end of Management's medium-term guidance-range.
Revenue growth PCS
|
2024 Revenue |
£122.0m |
|
Lost - JTC decision |
(£0.5m) |
|
Lost - Moved service provider |
(£1.9m) |
|
Lost - Natural end/no longer required |
(£2.9m) |
|
Won - Net more from existing clients |
£7.6m |
|
Won - New clients |
£7.3m |
|
Won - Acquisitions1 |
£39.2m |
|
2025 Revenue |
£170.8m |
1 When JTC acquires a business, the acquired book of clients is defined as inorganic for the first two years of JTC ownership. Acquired clients contributed an additional £39.2m in 2025 and is broken down as follows: FRTC £3.5m, KHT £2.9m, and Citi £32.8m.
Profit/underlying profit for the period
We have reported a profit for the period of £0.9m (2024: -£7.3m). The largest contributing factor in both periods was the Employee Incentive Plan (EIP) share awards (2025: £16.8m, 2024: £34.5m), which are treated as a non-underlying expense.
The depreciation and amortisation charge increased to £39.2m from £30.1m in 2024. Of the £9.1m increase, £6.3m was as a result of other intangible assets from business combinations and £1.1m as a result of increased depreciation charges on right-of-use assets.
Adjusting for non-underlying items, the underlying profit increased by 12.1% to £76.5m (2024: £68.3m). The relative increase was slightly lower than the 22.4% growth reported in underlying EBITDA, and this was due to the increased interest expense on our borrowings (which fund M&A activity). We made debt drawdowns of £184.2m in the year which contributed to our financing expenses increasing by 34.0%.
The interest rate applied to our loan facilities consists of a combination of debt servicing being determined using SONIA plus a margin based on net leverage calculations, and a fixed 6.25% on our new US Private Placement Notes.
Non-underlying items
Non-underlying items incurred in the period totalled £75.6m (2024: £75.5m) and comprised the following:
|
|
2025 £m |
2024 £m |
|
EBITDA |
|
|
|
Acquisition and integration costs |
26.7 |
15.3 |
|
Office start-ups |
1.4 |
0.6 |
|
Employee Incentive Plan (EIP) |
17.2 |
36.4 |
|
Other |
0.9 |
0.3 |
|
Total non-underlying items within EBITDA |
46.2 |
52.6 |
|
|
|
|
|
Profit/(loss) for the year |
|
|
|
Items impacting EBITDA |
46.2 |
52.6 |
|
Loss/(gain) on settlement/revaluation of contingent consideration |
1.2 |
2.0 |
|
(Gain) on bargain purchase |
- |
(0.7) |
|
(Gain) on disposal of subsidiary |
- |
(0.1) |
|
Foreign exchange (gains)/losses |
(2.9) |
1.0 |
|
Amortisation of customer relationships, acquired software and brands |
22.4 |
16.9 |
|
Amortisation of loan arrangement fees |
1.2 |
1.3 |
|
Unwinding of NPV discounts for contingent consideration |
4.7 |
6.1 |
|
Temporary tax differences |
2.7 |
(3.7) |
|
Total non-underlying items within Profit/(loss) for the year |
75.6 |
75.5 |
Acquisition and integration costs of £26.7m were £11.4m higher than in 2024, with £11.1m of the increased costs being associated with the Citi Trust acquisition. We also recognised a £4.9m expense in relation to the process of the proposed acquisition of JTC PLC by Permira (Papilio Bidco Limited).
Office start-up costs of £1.4m included costs related to establishing infrastructure to trade in Dubai. Our experience is that these require significant up-front investment in personnel in advance of trading and the generation of revenues.
Of the EIP expense in 2025, £14.1m related to the Galaxy Era awards that vested in July 2025. £3.1m related to the Cosmos era award.
Following the announcement of the proposed acquisition of JTC PLC by Papilio Bidco Limited, we communicated the conclusion of our Cosmos era and the intention to issue awards in 2026 to our employees. This created a constructive obligation that an EIP award would be granted upon completion of the acquisition. We therefore recognised a £3.1m expense in relation to the Cosmos era EIP - for more detail, refer to note 3.1 in the notes to the consolidated financial statements.
The £1.4m loss on settlement of contingent consideration related in the main to the perfORM earn-out, where we recorded a loss driven by the revaluation of shares upon the settlement of the liability.
The foreign exchange gain of £2.9m relates to the revaluation of inter-company loans (2024: £1.0m loss). Management considers these to be non-underlying as they are unrealisable movements from the elimination of inter-company loans upon consolidation and do not relate to the underlying trading activities of the Group.
During the period, management reassessed non-underlying items and updated the disclosure to include items previously presented separately in the 'Adjusted Underlying Basic EPS' alternative performance measure ("APM") (see note 14.3 of the 2024 annual report). This change improves our consistency across APMs, providing investors with a consistent definition whilst reducing the number of alternative performance profit figures used throughout our materials.
The additional items now classified as non-underlying primarily relate to acquisition activities. These include the amortisation of acquired intangible assets and associated deferred tax, impairment of acquired intangible assets, amortisation of loan arrangement fees and unwinding of NPV discounts in relation to contingent consideration.
Tax
The net tax charge in the year was £7.4m (2024: £0.1m credit). The cash tax charge was £4.7m (2024: £3.5m), but this was increased by deferred tax debits of £2.7m (2024: £3.7m credit) mainly as a result of movements in relation to the value of acquired intangible assets held on the balance sheet and temporary tax differences arising on acquired US entities, where our purchase consideration is tax amortisable.
When excluding non-underlying items, our 2025 effective tax rate was 5.8% (2024: 4.9%).
The Group continues to regularly review its transfer pricing policy and is fully committed to responsible tax practices and continues to be fully compliant with OECD guidelines. Whilst we are not legally required to publish our tax strategy, we consider it best practice to demonstrate transparency on tax matters and our Board-approved strategy is available online.
Earnings per share
Basic EPS increased to 0.56p (2024: -4.44p). Taking into account non-underlying items, our underlying EPS was 45.55p (2024: 41.80p), an increase of 9.0%.
The growth in underlying EPS of 9.0% was relatively lower than EBITDA growth of 22.4%. This was driven by the increased interest expense on our borrowings that fund M&A activity (with only a 6 month contribution from Citi and 2 months from KHT), and the increased volume of shares in the period - driven by the successful award of the Galaxy era EIP in 2024.
Return on invested capital (ROIC)
ROIC for 2025 was 13.2%, reporting an increase on prior year (2024: 12.6%) with both periods significantly above our cost of capital.
In the 2024 annual report, I noted that despite a period of heightened acquisition activity we had been able to maintain and indeed improve upon our return on capital, and I am pleased that this positive trend has continued.
We measure ROIC on a post-tax basis and more information on our approach can be found in the CFO's Review appendix.
Intangible assets
Our total assets at 31 December 2025 were £1.1bn and remained consistent with prior year (2024: £1.0bn). Goodwill, impacted by the weakening US dollar, now represents 51% (2024: 58%) of our total assets and other intangible assets represents a further 17% (2024: 17%).
Goodwill is assessed for impairment on an annual basis and no impairments were recorded in 2025.
Customer relationships that form part of other intangible assets are subject to impairment assessments where impairment indicators are present. No customer relationship impairments were identified or recorded in 2025.
Cash flow and debt
Underlying cash generated from operations was £108.8m (2024: £99.3m) and underlying cash conversion was 87%, which although a drop from 2024 (98%) was well within our medium-term guidance range of 85%-90%. Our net investment days reported at 80 days (2024: 71 days), and when annualising Citi Trust and KHT revenues this reports at a comparable and stable 71 days.
Citi Trust and KHT billed and collected annual fees in the first half of 2025, pre-JTC ownership and this reduced reported cash conversion. Excluding this one-time impact, cash conversion was 93%.
Reported net debt includes cash balances set aside for regulatory compliance purposes. Underlying net debt excludes this and, at the period end, was £275.8m compared with £182.3m on 31 December 2024. This increase in underlying net debt the result of the M&A activity in the period with net total drawdowns of £157.3m in 2025.
Our underlying net debt/underlying EBITDA leverage at the period end was 2.22x (2024: 1.79x), above our guidance range (1.5x - 2.0x). This increase was expected, with the period seeing increased M&A activity and the first half of the year seeing a total cash payout of £47.8m in relation to contingent consideration. When annualising our recent acquisitions, leverage would be within our 1.5x - 2.0x guidance range.
Martin Fotheringham
Chief Financial Officer
Appendix: Reconciliation of reported results to alternative performance measures (APMs)
In order to assist the reader's understanding of the financial performance of the Group, APMs have been included to better reflect the underlying activities of the Group excluding specific items as set out in note 9 in the financial statements. The Group appreciates that APMs are not considered to be a substitute for, or superior to, IFRS measures but believes that the selected use of these may provide stakeholders with additional information which will assist in the understanding of the business.
An explanation of our key APMs and link to the equivalent statutory measure has been detailed below.
|
Alternative performance measure |
Closest equivalent statutory measure |
APM Definition / purpose and strategic link |
|
Net organic revenue growth % |
Revenue |
Definition: Revenue growth from clients not acquired through business combinations and reported on a constant currency basis where the prior year results are restated using current year consolidated income statement exchange rates Acquired clients are defined as inorganic for the first two years of JTC ownership Purpose and strategic link: Enables the business to monitor growth excluding acquisitions and the impact of external exchange rate factors. The current strategy is to double the size of the business by a mix of organic and acquisition growth and the ability to monitor and set clear expectations on organic growth is vital to the successful execution of its business strategy. Management's medium-term guidance range is 10% or higher |
|
Underlying EBITDA % |
Profit/(loss) |
Definition: Earnings before interest, tax, depreciation, and amortisation excluding non-underlying items (see note 9 of the financial statements) Purpose and strategic link: An industry-recognised alternative measure of performance which has been at the heart of the business since its incorporation and therefore fundamental to the performance management of all business units The measure enables the business to measure the relative profitability of servicing clients Management's medium-term guidance range is 33% - 38% |
|
Underlying cash conversion % |
Net cash from operating activities |
Definition: The conversion of underlying EBITDA into cash, excluding non-underlying items. Purpose and strategic link: Measures how effectively the business is managing its operating cash flows. It differs to net cash from operating profits as it excludes non-underlying items and tax, the latter in order to better compare operating profitability to cash from operating activities. Management's medium-term guidance range is 85% - 90% |
|
Underlying leverage |
Cash and cash equivalents |
Definition: Leverage ratio showing the relative amount of third party debt (net of cash held in the business) that we have in comparison to underlying LTM EBITDA Purpose and strategic link: Ensures that Management can measure and control exposure to reliance on third party debt in support of its inorganic growth Management's medium-term guidance range is 1.5x - 2.0x |
|
Underlying basic EPS (p) |
Basic Earnings Per Share |
Definition: Reflects the profit after tax for the year adjusted to remove the impact of non-underlying items Purpose and strategic link: Presents an adjusted underlying basic EPS, which is used more widely by external investors and analysts and is, in addition, the basis upon which the dividend is calculated |
|
Return On Invested Capital (ROIC) |
Profit/(loss) |
Definition: Reflects the net operating profit after tax, divided by the average invested capital Purpose and strategic link: Measures our capital efficiency in generating profit against deployed capital. This is an industry-accepted APM and one that both external investors and analysts use in addition to statutory measures. |
A reconciliation of our APMs to their closest equivalent statutory measure has been provided below.
1. Organic growth
|
|
2025 |
2024 |
|
Reported prior year revenue |
305.4 |
257.4 |
|
Impact of exchange rate restatement |
(4.1) |
(3.7) |
|
Acquisition revenues |
(5.7) |
(12.4) |
|
a. Prior year organic growth |
295.9 |
241.7 |
|
|
|
|
|
Reported revenue |
381.9 |
305.4 |
|
Less: acquisition revenues |
(60.8) |
(36.4) |
|
b. Current year organic growth |
321.1 |
269.0 |
|
|
|
|
|
Net organic growth % (b/a) -1 |
8.5% |
11.3% |
2. Underlying EBITDA
|
|
2025 |
2024 |
|
Reported profit/(loss) |
0.9 |
(7.3) |
|
Less: |
|
|
|
Income tax |
7.4 |
(0.1) |
|
Finance cost |
31.2 |
25.4 |
|
Finance income |
(2.1) |
(1.4) |
|
Other losses |
1.7 |
2.3 |
|
Depreciation and amortisation |
39.2 |
30.1 |
|
Non-underlying items within EBITDA1 |
46.2 |
52.6 |
|
Underlying EBITDA |
124.5 |
101.7 |
|
Underlying EBITDA % |
32.6% |
33.3% |
1 As set out in note 9 in the financial statements. A reconciliation of divisional EBTIDA can be found in note 4 of the financial statements.
3. Underlying cash conversion
|
|
2025 |
2024 |
|
Net cash generated from operating activities |
76.1 |
78.7 |
|
Less: |
|
|
|
Non-underlying cash items1 |
28.8 |
15.6 |
|
Income taxes paid |
3.9 |
5.0 |
|
a. Underlying cash generated from operations |
108.8 |
99.3 |
|
b. Underlying EBITDA |
124.5 |
101.7 |
|
Underlying cash conversion (a / b) |
87% |
98% |
1 As set out in note 36.2 in the financial statements.
4. Underlying leverage
|
|
2025 |
2024 |
|
Cash and cash equivalents |
149.9 |
89.2 |
|
Loans & borrowings |
(425.6) |
(271.5) |
|
a. Net debt - underlying |
275.8 |
182.3 |
|
b. Underlying EBITDA |
124.5 |
101.7 |
|
Leverage (a / b) |
2.22x |
1.79x |
5. Underlying basic EPS
|
|
2025 |
2024 |
|
Profit/(loss) for the year |
0.9 |
(7.3) |
|
Less: |
|
|
|
Non-underlying items1 |
75.6 |
75.5 |
|
a. Underlying profit for the year |
76.5 |
68.3 |
|
b. Weighted average number of shares |
168.0 |
163.3 |
|
Underlying basic EPS (a / b) |
45.55p |
41.80p |
1 As set out in note 9 in the financial statements.
6. Return on invested capital
|
|
2025 |
2024 |
|
Profit/(loss) for the period |
0.9 |
(7.3) |
|
Add back: |
|
|
|
Non-underlying items1 |
75.6 |
75.5 |
|
Net finance costs (excl. items included in non-underlying items) |
23.1 |
16.5 |
|
Tax estimate on financing costs |
(0.3) |
(0.4) |
|
a. Net operating profit after tax |
99.3 |
84.4 |
|
|
|
|
|
+ Closing equity |
510.9 |
533.9 |
|
+ Closing debt |
425.6 |
271.6 |
|
- Closing cash |
(149.9) |
(89.2) |
|
Invested capital |
786.7 |
716.3 |
|
b. Average invested capital ((opening + closing)/2) |
751.5 |
671.7 |
|
|
|
|
|
c. ROIC (a / b) |
13.2% |
12.6% |
1 As set out in note 9 in the financial statements.
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Note |
2025 £'000 |
2024 £'000 |
|
Revenue |
4 |
381,947 |
305,383 |
|
Staff expenses |
5 |
(226,341) |
(196,619) |
|
Other operating expenses |
8 |
(73,585) |
(57,548) |
|
Credit impairment losses |
18 |
(4,269) |
(2,659) |
|
Other operating income |
|
289 |
73 |
|
Share of profit of equity-accounted investee |
24 |
204 |
430 |
|
Earnings before interest, taxes, depreciation and amortisation ("EBITDA") |
|
78,245 |
49,060 |
|
|
|
|
|
|
Comprising: |
|
|
|
|
Underlying EBITDA |
|
124,477 |
101,683 |
|
Non-underlying items |
9 |
(46,232) |
(52,623) |
|
|
|
78,245 |
49,060 |
|
|
|
|
|
|
Depreciation and amortisation |
10 |
(39,172) |
(30,119) |
|
Profit from operating activities |
|
39,073 |
18,941 |
|
|
|
|
|
|
Other losses |
11 |
(1,678) |
(2,328) |
|
Finance income |
12 |
2,138 |
1,355 |
|
Finance cost |
12 |
(31,183) |
(25,370) |
|
Profit/(loss) before tax |
|
8,350 |
(7,402) |
|
|
|
|
|
|
Income tax |
13 |
(7,417) |
146 |
|
Profit/(loss) for the year |
|
933 |
(7,256) |
|
|
|
|
|
|
Comprising: |
|
|
|
|
Underlying profit for the year |
|
76,535 |
68,264 |
|
Non-underlying items |
9 |
(75,602) |
(75,520) |
|
|
|
933 |
(7,256) |
|
Earnings Per Share ("EPS") |
|
Pence |
Pence |
|
Basic EPS |
14.1 |
0.56 |
(4.44) |
|
Diluted EPS |
14.2 |
0.55 |
(4.38) |
|
Underlying basic EPS |
14.3 |
45.55 |
41.80 |
The notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Note |
2025 £'000 |
2024 £'000 |
|
Profit/(loss) for the year |
|
933 |
(7,256) |
|
|
|
|
|
|
Other comprehensive (loss)/income |
|
|
|
|
Items that may be reclassified to profit or loss: |
|
|
|
|
Exchange difference on translation of foreign operations (net of tax) |
34.1 |
(30,380) |
6,198 |
|
(Loss)/gain recognised on revaluation of cash flow hedges |
33 |
(289) |
2,800 |
|
Hedging gains reclassified to profit or loss |
12 |
(52) |
(1,710) |
|
Exchange loss on equity-accounted investee |
24 |
(156) |
- |
|
|
|
|
|
|
Items that will not be reclassified to profit or loss: |
|
|
|
|
Remeasurements of post-employment benefit obligations |
7 |
146 |
(82) |
|
Total other comprehensive (loss)/income |
|
(30,731) |
7,206 |
|
|
|
|
|
|
Total comprehensive loss for the year |
|
(29,798) |
(50) |
The notes are an integral part of these consolidated financial statements.
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2025
|
|
Note |
2025 £'000 |
2024 £'000 |
|
Assets |
|
|
|
|
Goodwill |
16 |
580,393 |
592,187 |
|
Other intangible assets |
17 |
189,714 |
170,821 |
|
Property, plant and equipment |
22 |
18,295 |
12,335 |
|
Right-of-use assets |
22 |
57,325 |
45,347 |
|
Investments |
24 |
3,782 |
3,788 |
|
Derivative financial instruments |
33 |
- |
341 |
|
Deferred tax assets |
29 |
5,766 |
1,012 |
|
Other non-current assets |
23 |
2,902 |
2,860 |
|
Total non-current assets |
|
858,177 |
828,691 |
|
|
|
|
|
|
Trade receivables |
18 |
58,593 |
45,091 |
|
Work in progress |
19 |
17,282 |
15,379 |
|
Accrued income |
20 |
37,724 |
28,204 |
|
Cash and cash equivalents |
21 |
149,857 |
89,232 |
|
Other current assets |
23 |
17,777 |
12,987 |
|
Total current assets |
|
281,233 |
190,893 |
|
Total assets |
|
1,139,410 |
1,019,584 |
|
|
|
|
|
|
Equity |
|
|
|
|
Share capital |
31.1 |
1,720 |
1,688 |
|
Share premium |
31.1 |
419,586 |
406,648 |
|
Own shares |
31.2 |
(6,205) |
(5,760) |
|
Capital reserve |
31.3 |
82,042 |
65,570 |
|
Translation reserve |
31.3 |
(15,241) |
15,139 |
|
Other reserve |
31.3 |
(156) |
341 |
|
Retained earnings |
31.3 |
29,115 |
50,310 |
|
Total equity |
|
510,861 |
533,936 |
|
|
|
|
|
|
Liabilities |
|
|
|
|
Loans and borrowings |
25 |
425,622 |
271,552 |
|
Contingent consideration |
26 |
- |
25,158 |
|
Lease liabilities |
28 |
57,261 |
44,647 |
|
Deferred tax liabilities |
29 |
17,206 |
6,510 |
|
Other non-current liabilities |
30 |
4,783 |
3,949 |
|
Total non-current liabilities |
|
504,872 |
351,816 |
|
|
|
|
|
|
Trade and other payables |
27 |
46,929 |
28,096 |
|
Contingent consideration |
26 |
30,703 |
65,357 |
|
Deferred income |
|
29,936 |
29,296 |
|
Lease liabilities |
28 |
9,417 |
6,682 |
|
Other current liabilities |
30 |
6,692 |
4,401 |
|
Total current liabilities |
|
123,677 |
133,832 |
|
Total equity and liabilities |
|
1,139,410 |
1,019,584 |
The consolidated financial statements were approved by the Board of Directors on 2 April 2026 and signed on its behalf by:
Nigel Le Quesne
Chief Executive Officer
Martin Fotheringham
Chief Financial Officer
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Note |
Share capital £'000 |
Share premium £'000 |
Own shares £'000 |
Capital reserve £'000 |
Translation reserve £'000 |
Other reserve £'000 |
Retained earnings £'000 |
Total equity £'000 |
|
Balance at 1 January 2025 |
|
1,688 |
406,648 |
(5,760) |
65,570 |
15,139 |
341 |
50,310 |
533,936 |
|
Profit for the year |
|
- |
- |
- |
- |
- |
- |
933 |
933 |
|
Other comprehensive loss |
|
- |
- |
- |
- |
(30,380) |
(497) |
146 |
(30,731) |
|
Total comprehensive loss for the year |
|
- |
- |
- |
- |
(30,380) |
(497) |
1,079 |
(29,798) |
|
|
|
|
|
|
|
|
|
|
|
|
Issue of share capital |
31.1 |
32 |
12,995 |
- |
- |
- |
- |
- |
13,027 |
|
Cost of share issuance |
31.1 |
- |
(57) |
- |
- |
- |
- |
- |
(57) |
|
Share-based payments |
6.5 |
- |
- |
- |
2,818 |
- |
- |
- |
2,818 |
|
EIP share-based payments |
6.5 |
- |
- |
- |
13,654 |
- |
- |
- |
13,654 |
|
Movement of own shares |
31.2 |
- |
- |
(445) |
- |
- |
- |
- |
(445) |
|
Dividends paid |
32 |
- |
- |
- |
- |
- |
- |
(22,274) |
(22,274) |
|
Total transactions with owners |
|
32 |
12,938 |
(445) |
16,472 |
- |
- |
(22,274) |
6,723 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2025 |
|
1,720 |
419,586 |
(6,205) |
82,042 |
(15,241) |
(156) |
29,115 |
510,861 |
|
Balance at 1 January 2024 |
|
1,655 |
392,213 |
(3,912) |
28,584 |
8,941 |
(749) |
77,144 |
503,876 |
|
Loss for the year |
|
- |
- |
- |
- |
- |
- |
(7,256) |
(7,256) |
|
Other comprehensive income |
|
- |
- |
- |
- |
6,198 |
1,090 |
(82) |
7,206 |
|
Total comprehensive loss for the year |
|
- |
- |
- |
- |
6,198 |
1,090 |
(7,338) |
(50) |
|
|
|
|
|
|
|
|
|
|
|
|
Issue of share capital |
31.1 |
33 |
14,529 |
- |
- |
- |
- |
- |
14,562 |
|
Cost of share issuance |
31.1 |
- |
(94) |
- |
- |
- |
- |
- |
(94) |
|
Share-based payments |
6.5 |
- |
- |
- |
2,480 |
- |
- |
- |
2,480 |
|
EIP share-based payments |
6.5 |
- |
- |
- |
34,506 |
- |
- |
- |
34,506 |
|
Movement of own shares |
31.2 |
- |
- |
(1,848) |
- |
- |
- |
- |
(1,848) |
|
Dividends paid |
32 |
- |
- |
- |
- |
- |
- |
(19,496) |
(19,496) |
|
Total transactions with owners |
|
33 |
14,435 |
(1,848) |
36,986 |
- |
- |
(19,496) |
30,110 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2024 |
|
1,688 |
406,648 |
(5,760) |
65,570 |
15,139 |
341 |
50,310 |
533,936 |
The notes are an integral part of these consolidated financial statements.
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Note |
2025 £'000 |
2024 £'000 |
|
Cash generated from operations |
36.1 |
80,005 |
83,710 |
|
Income taxes paid |
|
(3,923) |
(5,020) |
|
Net movement in cash generated from operations |
|
76,082 |
78,690 |
|
|
|
|
|
|
Comprising: |
|
|
|
|
Underlying cash generated from operations |
|
108,847 |
99,282 |
|
Non-underlying cash items |
36.2 |
(28,842) |
(15,572) |
|
|
|
80,005 |
83,710 |
|
|
|
|
|
|
Investing activities |
|
|
|
|
Interest received |
|
2,080 |
1,299 |
|
Payments for property, plant and equipment |
|
(6,611) |
(3,691) |
|
Payments for intangible assets |
|
(6,340) |
(5,881) |
|
Payments for business combinations (net of cash acquired) |
15.3 |
(98,868) |
(80,114) |
|
Payments to obtain or fulfil a contract |
|
(1,267) |
(813) |
|
Proceeds from sale of subsidiary |
|
- |
92 |
|
Net cash used in investing activities |
|
(111,006) |
(89,108) |
|
|
|
|
|
|
Financing activities |
|
|
|
|
Share issuance costs |
31.1 |
(57) |
(94) |
|
Purchase of own shares |
31.2 |
(428) |
(1,831) |
|
Dividends paid |
32 |
(22,274) |
(19,496) |
|
Repayment of loans and borrowings |
25.4 |
(26,965) |
- |
|
Proceeds from loans and borrowings |
25.4 |
184,247 |
49,187 |
|
Loan arrangement fees |
25.4 |
(1,453) |
(720) |
|
Interest paid on loans and borrowings |
|
(21,667) |
(14,888) |
|
Principal paid on lease liabilities |
|
(8,467) |
(6,754) |
|
Interest paid on lease liabilities |
|
(2,251) |
(1,795) |
|
Net cash generated from financing activities |
|
100,685 |
3,609 |
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
65,761 |
(6,809) |
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the year |
|
89,232 |
97,222 |
|
Effect of foreign exchange rate changes |
|
(5,136) |
(1,181) |
|
Cash and cash equivalents at the end of the year |
21 |
149,857 |
89,232 |
The notes are an integral part of these consolidated financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1. General information
2. Accounting policies
3. Critical accounting estimates and judgements
4. Operating segments
5. Staff expenses
6. Share-based payments
7. Defined benefit pension plans
8. Other operating expenses
9. Non-underlying items
10. Depreciation and amortisation
11. Other losses
12. Finance income and finance cost
13. Income tax
14. Earnings per share
15. Business combinations
16. Goodwill
17. Other intangible assets
18. Trade receivables
19. Work in progress
20. Accrued income
21. Cash and cash equivalents
22. Tangible assets
23. Other assets
24. Investments
25. Loans and borrowings
26. Contingent consideration
27. Trade and other payables
28. Lease liabilities
29. Deferred tax
30. Other liabilities
31. Share capital and reserves
32. Dividends
33. Derivative financial instruments
34. Financial risk management
35. Capital management
36. Cash flow information
37. Subsidiaries
38. Contingencies
39. Related party transactions
40. Consideration of climate change
41. Events occurring after the reporting period
1. General information
JTC PLC (the "Company") was incorporated on 12 January 2018 and is domiciled in Jersey, Channel Islands. The Company was admitted to the London Stock Exchange on 14 March 2018. The address of the Company's registered office is 28 Esplanade, St Helier, Jersey.
The consolidated financial statements of the Company for the year ended 31 December 2025 comprise the Company and its subsidiaries (together the "Group" or "JTC") and the Group's interest in an associate and investments.
The Group provides fund, corporate and private capital services to institutional and private clients.
2. Accounting policies
2.1. Basis of preparation
The consolidated financial statements for the year ended 31 December 2025 have been approved by the Board of Directors of JTC PLC. They are prepared in accordance with International Financial Reporting Standards ("IFRS Accounting Standards") as adopted by the European Union, the interpretations of the IFRS Interpretations Committee ("IFRS IC") and the Companies (Jersey) Law 1991.
They are prepared on a going concern basis and under the historical cost convention except for the following:
· Defined benefit liabilities recognised at the fair value of plan assets less the present value of defined benefit obligations (see note 7)
· Certain contingent consideration measured at fair value (see note 26)
· Derivative financial instruments (see note 33)
In assessing the going concern assumption, the Directors considered the principal risks and uncertainties that could be impacted by wider macroeconomic uncertainty. Despite this backdrop, they noted that the Group continued to experience revenue growth, generate positive cash flows from its operating activities and has funding available from its bank loan and other borrowings. Taking these factors into account during the review of the Group's financial performance and position, forecasts and expected liquidity, the Directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future, defined as at least 12 months from the date of approval of the consolidated financial statements.
While the Directors acknowledge that the Group made minimal profit in the current year and a loss in the prior financial year, this was due to EIP awards (see note 6.1), which has no impact on the Group's cash flows.
The Directors have also considered the impact of the proposed acquisition of JTC PLC by Papilio Bidco Limited (the "proposed acquisition") (see note 41) on the Group's ability to continue as a going concern. As at the date of approval of these financial statements, the proposed acquisition has not yet completed, and the Group continues to operate in the ordinary course of business.
While the Directors acknowledge that the transaction is expected to complete in Q3 2026 and may, in due course, result in changes to the Group's corporate structure, the stated intentions of Permira, ongoing strong operational and financial performance, and absence of evidence showing plans for asset disposal or liquidation, together support the appropriateness of preparing the financial statements on a going concern basis.
Given the above, the Directors have concluded that it is appropriate to adopt the going concern basis of accounting in preparing the consolidated financial statements.
The consolidated financial statements are presented in pounds sterling, which is the functional and reporting currency of the Company and the presentation currency of the consolidated financial statements. All amounts disclosed in the consolidated financial statements and notes have been rounded to the nearest thousand (£'000) unless otherwise stated.
2.2. Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its "subsidiaries"). The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity.
De facto control exists where the Company has the practical ability to direct the relevant activities of the entity without holding the majority of the voting rights. In determining whether de facto control exists, the Company considers the size of the Company's voting rights relative to other parties, substantive potential voting rights held by the Company and by other parties, other contractual arrangements and historical patterns in voting attendance.
Subsidiaries (see note 37) are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related non-controlling interest and other components of equity. Any resulting gain or loss is recognised in the consolidated income statement.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group. All intercompany transactions and balances arising from transactions between Group companies are eliminated on consolidation.
The acquisition method of accounting is used to account for business combinations by the Group (see note 15). Investments in associates are accounted for using the equity method of accounting (see note 24).
2.3. Summary of material accounting policies
The accounting policies set out in these consolidated financial statements have been consistently applied by all Group entities for the years presented. There have been no significant changes compared with the prior year consolidated financial statements as at and for the year ended 31 December 2025.
(A) Revenue recognition
Revenue is measured as the fair value of the consideration received or receivable for satisfying performance obligations contained in contracts with customers, excluding discounts and sales-related taxes.
To recognise revenue in accordance with IFRS 15 'Revenue from Contracts with Customers', the Group applies the five-step approach: identify the contract(s) with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations and recognise revenue when, or as, performance obligations are satisfied by the Group.
The Group enters into contractual agreements with institutional and private clients for the provision of fund, corporate and private capital services. The agreements set out the services to be provided and each component is distinct and can be performed and delivered separately. For each of these performance obligations, the transaction price can be either a pre-set (fixed) fee based on the expected amount of work to be performed or a variable time spent fee for the actual amount of work performed. For some clients, the fee for agreed services is set at a percentage of the net asset value ("NAV") of funds being administered or deposits held. Where contracts include multiple performance obligations, the transaction price is allocated to each performance obligation based on its stand-alone selling price.
Revenue is recognised in the consolidated income statement when, or as, the Group satisfies performance obligations by transferring control of services to clients. This occurs as follows depending upon the nature of the contract for services:
· Variable fees are recognised over time as services are provided at the agreed charge-out rates in force at the work date where there is an enforceable right to payment for performance completed to date. Time recorded, but not invoiced, is shown in the consolidated balance sheet as work in progress (see note 19). To determine the transaction price, an assessment of the variable consideration for services rendered is performed by estimating the expected value, including any price concessions, of the unbilled amount due from clients for the work performed to date (see note 3.2).
· Pre-set (fixed), cash management and NAV-based fees are recognised over time; based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided where there is an enforceable right to payment for performance completed to date. This is determined based on the actual inputs of time and expenses relative to the total expected inputs. Where services have been rendered and performance obligations have been met but clients have not been invoiced at the reporting date, accrued income is recognised, this is recorded based on agreed fees to be billed in arrears (see note 20).
· Where fees are billed in advance in respect of services under contract and give rise to a trade receivable when recognised, deferred income is recognised as a liability and released to revenue on a time-apportioned basis in the appropriate reporting period
The Group does not adjust transaction prices for the time value of money as it does not have any contracts where it expects the period between the transfer of the promised services to the client and the payment by the client to exceed one year.
(B) Employee benefits
(i) Short-term benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.
(ii) Defined contribution pension plans
The Group pays contributions to publicly or privately administered pension insurance plans. The Group has no further payment obligation once the contributions have been paid. The contributions are recognised as an employee benefit expense when they are due.
(iii) Defined benefit pension plans
The liability or asset recognised in the consolidated balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period, less the fair value of plan assets. The calculation of defined benefit obligations is performed annually by independent, qualified actuaries using the projected unit credit method.
The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms approximating to the terms of the related obligation. In countries where there is no established market in such bonds, the market rates on local government bonds are used.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included as an employee benefit expense in the consolidated income statement.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the consolidated statement of changes in equity and the consolidated balance sheet.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in the consolidated income statement as past service costs.
(iv) Termination benefits
Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits and when the Group recognises costs for a restructuring that is within the scope of IAS 37 and involves the payment of termination benefits. If benefits are not expected to be settled wholly within one year of the end of the reporting period, then they are discounted to their present value using an appropriate discount rate.
(C) Share-based payments
The Group operates both equity-settled and cash-settled share-based payments arrangements under which services are received from eligible employees as consideration for either equity instruments or cash payments linked to the Group's share price.
(i) Equity-settled arrangements
The total amount to be expensed for services received is determined by reference to the fair value at grant date of the share-based payment awards made, including the impact of any non-vesting and market conditions. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on Management's estimate of equity instruments that will eventually vest. At each balance sheet date, Management revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market based vesting conditions. The impact of the revision of the original estimates, if any, is recognised in the consolidated income statement, such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserves.
(ii) Cash-settled arrangements
The total amount to be expensed for services received is determined by reference to the fair value of the share-based payment awards at grant date and is subsequently remeasured at each balance sheet date and at settlement date, with any changes in fair value recognised in the consolidated income statement for the period. The fair value determined at grant date is recognised as an expense on a straight-line basis over the vesting period, based on Management's estimate of the number of awards that are expected to ultimately vest. At each balance sheet date, Management revises its estimate of the number of awards expected to vest, as a result of the effect of non-market based vesting conditions. The impact of the revision of original estimates, if any, is recognised in the consolidated income statement, such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to liabilities in the consolidated balance sheet.
(D) Non-underlying items
Non-underlying items represent specific items of income or expenditure that are not of a continuing operational nature or do not represent the underlying operating results, and based on their significance in size or nature are presented separately to provide further understanding about the financial performance of the Group.
(E) Finance income
Finance income includes interest income from loan receivables and bank deposits and is recognised when it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably.
(F) Finance costs
Finance costs include interest expenses on loans and borrowings, gains or losses on cash flow hedges reclassified from other comprehensive income (see note 2.3(S)), the unwinding of the discount on provisions, contingent consideration and lease liabilities and the amortisation of directly attributable transaction costs, which have been capitalised upon issuance of the financial instrument and released to the consolidated income statement on a straight-line basis over the contractual term.
(G) Income tax
Income tax includes current and deferred taxes. Current and deferred taxes are recognised in the consolidated income statement, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred taxes are recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.
(i) Current tax
Current tax is the expected tax payable or receivable on the taxable income or loss for the year using tax laws enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable or receivable in respect of previous years.
(ii) Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit or losses.
Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated using tax rates which have been enacted or substantively enacted at the balance sheet date, for the periods when the asset is expected to be realised or the liability is expected to be settled.
Deferred tax assets are offset with deferred tax liabilities when there is a legally enforceable right to set off tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.
(H) Foreign currency
The individual financial statements of each Group company are presented in the currency of the primary economic environment in which it operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each Group company are expressed in pounds sterling, which is the functional currency of the Company and the presentation currency for the consolidated financial statements.
In preparing the financial statements of the individual companies, transactions in currencies other than the entity's functional currency are recognised at the rates of exchange prevailing on the dates of the transactions.
At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences are recognised in the consolidated income statement in the year in which they arise.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's operations with a functional currency other than pounds sterling, are translated at exchange rates prevailing on the balance sheet date.
Income and expense items are translated at the average exchange rates for the year, unless exchange rates fluctuate significantly during that year, in which case the exchange rates at the date of transactions are used. Goodwill and other intangible assets arising on the acquisition of a foreign operation are treated as assets of the foreign operation and are translated at the closing rate. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity in the translation reserve.
(I) Business combinations
A business combination is defined as a transaction or other event in which an acquirer obtains control of one or more businesses. Where the business combination does not include the purchase of a legal entity, but the transaction includes acquired inputs and processes applied to those inputs in order to generate outputs, the transaction is also considered a business combination.
The Group applies the acquisition method to account for business combinations. The consideration transferred in an acquisition comprises the fair value of assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. The identifiable assets acquired and liabilities assumed in a business combination are measured at their fair values at the acquisition date. Acquisition-related costs are recognised in the consolidated income statement as non-underlying items within operating expenses.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognised directly in the consolidated income statement as a gain on bargain purchase.
When the consideration transferred includes an asset or liability resulting from a contingent consideration arrangement, this is measured at its acquisition-date fair value. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill.
Measurement period adjustments are adjustments that arise from additional information obtained during the measurement period (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments is dependent on how the contingent consideration is classified (see note 2.3(O(i))).
(J) Goodwill and other intangible assets
(i) Goodwill
Goodwill that arises on the acquisition of subsidiaries is considered an intangible asset. See note 2.3(I) for the measurement of goodwill at initial recognition. Subsequent to this, measurement is at cost less accumulated impairment losses.
(ii) Intangible assets acquired in a business combination
Intangible assets acquired in a business combination, and recognised separately from goodwill, are initially recognised at their fair value at the acquisition date (which is regarded as their cost). The initial valuation work is performed with support from external valuation specialists. Subsequent to initial recognition, these are measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation is recognised in the consolidated income statement on a straight-line basis over the estimated useful life of the asset from the date of acquisition. The estimated useful lives are as follows:
· Customer relationships - 5 to 25 years
· Software - 5 to 10 years
· Brand - 5 to 10 years
The estimated useful lives and residual value are reviewed at each reporting date and adjusted if appropriate, with the effect of any change in estimate being accounted for on a prospective basis.
(iii) Intangible assets acquired separately
Intangible assets that are acquired separately by the Group and have finite useful lives are measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation is recognised in the consolidated income statement on a straight-line basis over the estimated useful life of the asset from the date that they are available for use. The estimated useful lives are as follows:
· Customer relationships - 10 years
· Regulatory licence - 12 years
· Software - 4 years
The estimated useful lives and residual value are reviewed at each reporting date and adjusted if appropriate, with the effect of any change in estimate being accounted for on a prospective basis.
(iv) Internally generated software intangible assets
Development costs that are directly attributable to the design and testing of identifiable software products controlled by the Group are recognised as intangible assets when the recognition criteria under IAS 38 are met.
Directly attributable costs that are capitalised as part of the software include employee costs and an appropriate portion of relevant overheads. Capitalised development costs are recorded as intangible assets and amortisation is recognised in the consolidated income statement on a straight-line basis over the estimated useful life of the asset from the date at which the asset is ready to use. The estimated useful life for internally generated software intangible assets is four years.
The estimated useful lives and residual value are reviewed at each reporting date and adjusted if appropriate, with the effect of any change in estimate being accounted for on a prospective basis.
(v) Impairment of intangible assets
Goodwill that arises on the acquisition of business combinations and intangible assets that have an indefinite useful life is not subject to amortisation and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired.
Intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may be overstated and not fully recoverable.
An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal ("FVLCD") and value in use ("VIU"). For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows, which are largely independent of the cash inflows from other assets or groups of assets ("cash-generating units" or "CGUs").
Intangible assets other than goodwill that have been previously impaired, are reviewed for possible reversal of the impairment at the end of each reporting period.
(K) Financial assets
Financial assets comprise trade receivables, work in progress, accrued income, other receivables and cash and cash equivalents. The accounting policy for derivative financial instruments is disclosed separately.
Financial assets are measured at either amortised cost, fair value through profit or loss ("FVTPL") or fair value through other comprehensive income ("FVOCI") depending on the business model objective for managing financial assets and their contractual cash flow characteristics.
All financial assets held by the Group are measured at amortised cost as they arise from the provision of services to clients (e.g. trade receivables) or the objective is to hold the asset to collect contractual cash flows (where the contractual cash flows are solely payments of principal and interest).
Financial assets measured at amortised cost are recognised on the trade date, being the date that the Group became party to the contractual provisions of the instrument. They are initially recognised at fair value less transaction costs and then are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.
Financial assets are derecognised when the contractual rights to the cash flows from the asset expire, or the rights to receive the contractual cash flows from the transaction in which substantially all of the risks and rewards of ownership of the financial asset have been transferred. The Group assesses, on a forward-looking basis, the expected credit losses ("ECL") associated with its financial assets carried at amortised cost. The impairment methodology applied takes into consideration whether there has been a significant increase in credit risk.
(L) Property, plant and equipment
Items of property, plant and equipment are initially recorded at cost and are stated at historical cost, less depreciation and impairment losses. Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives, using the straight-line method, on the following bases:
· Computer equipment - 4 years
· Office furniture and equipment - 4 years
· Leasehold improvements - over the period of the lease
The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
An asset's carrying amount is written down immediately to its recoverable amount, if the asset's carrying amount exceeds its estimated recoverable amount.
An item of property, plant and equipment, and any significant part initially recognised, is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated income statement when the asset is derecognised.
For right-of-use assets, upon inception of a contract, the Group assesses whether a contract conveys the right to control the use of an identified asset for a period in exchange for consideration, in which case it is classified as a lease. The Group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are measured at cost, comprising of the following: the amount of the initial measurement of lease liability; any lease payments made at or before the commencement date less any lease incentives received; any initial direct costs and estimated restoration costs.
(M) Other non-financial assets
Incremental costs to obtain or fulfil a contract (i.e. costs that would not have been incurred if the contract had not been obtained) and the costs incurred to fulfil a contract, are recognised within non-financial assets if the costs are expected to be recovered. The capitalised costs are amortised on a straight-line basis over the estimated useful economic life of the contract. The carrying amount of the asset is tested for impairment on an annual basis.
(N) Investments
(i) Investments in associate
An associate is an entity in which the Group has significant influence, but not control or joint control, over the financial and operating policies. The Group's interest in an equity-accounted investee solely comprises an interest in an associate.
Investments in associates are accounted for using the equity method. Under the equity method, the investment in an associate is initially recognised at cost, which includes transaction costs. Subsequent to initial recognition, the carrying amount of the investment is adjusted to recognise the Group's share of post-acquisition profits or losses in the consolidated income statement within EBITDA, and the Group's share of movements in other comprehensive income of the investee in other comprehensive income.
Unrealised gains and losses resulting from transactions between the Group and the associate are eliminated to the extent of the interest in the associate.
At each reporting date, the carrying value of the investment in associate is assessed for impairment by comparing it to the recoverable amount being the higher of the asset's FVLCD and VIU.
(ii) Other investments
Other investments are held at cost and assessed for impairment at the end of each reporting date.
(O) Financial liabilities
The Group classifies its financial liabilities as either amortised cost or FVTPL, depending on the purpose for which the liability was acquired.
All financial liabilities are measured at amortised cost, with the exception of liability-classified contingent consideration, which is measured at FVTPL. The accounting policy for derivative financial instruments is disclosed separately.
(i) Contingent consideration
Contingent consideration that is classified as an asset or liability is remeasured at subsequent reporting dates at fair value, with the corresponding gain or loss being recognised in the consolidated income statement. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity.
(ii) Loans and borrowings
Loans and borrowings are initially recognised at fair value, net of transaction costs incurred and subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the consolidated income statement over the period of the borrowings using the effective interest rate method.
Loans and borrowings are removed from the consolidated balance sheet when the obligation specified in the contract is discharged, cancelled or has expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in the consolidated income statement as net finance charge.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.
(iii) Trade and other payables
Trade and other payables represent liabilities incurred for goods and services provided to the Group prior to the end of the financial year, which are unpaid. They are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method and are presented as current liabilities unless payment is not due within twelve months after the reporting period. The Group derecognises a financial liability when its contractual obligations have been discharged, cancelled or expired.
(iv) Leases
Lease liabilities are financial liabilities measured at amortised cost. They are initially measured at the NPV of the following lease payments:
· Fixed payments, less any lease incentives receivable
· Variable lease payments that are based on an index or a rate
· Amounts expected to be payable by the lessee under residual value guarantees
· The exercise price of a purchase option if the lessee is reasonably certain to exercise that option
· Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, which is generally the case for leases in the Group, the lessee's incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment, with similar terms, security and conditions. The incremental borrowing rate applied to each lease was determined considering the Group's borrowing rate and the risk-free interest rate, adjusted for factors specific to the country, currency and term of the lease.
The Group can be exposed to potential future increases in variable lease payments, based on an index or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use asset.
Lease payments are allocated between principal and finance cost. The finance cost is charged to the consolidated income statement over the lease period to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
(P) Non-financial liabilities
(i) Deferred income
Fixed fees received in advance across all the service lines and upfront fees in respect of services due under contract are time apportioned to respective accounting periods and those billed but not yet earned, are included in deferred income in the consolidated balance sheet. As such liabilities are associated with future services, they do not give rise to a contractual obligation to pay cash or another financial asset.
(ii) Contract liabilities
Commissions expected to be paid over the term of a customer contract are discounted and recognised at the NPV. The finance cost is charged to the consolidated income statement over the contract life to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
(Q) Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not recognised for future operating losses. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, considering the risks and uncertainties surrounding the obligation. If the impact of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as a finance cost in the consolidated income statement.
(i) Dilapidations
The estimated cost of the dilapidations payable at the end of each tenancy, unless specified, is generally estimated by reference to the square footage of the building and in consultation with local property agents, landlords and prior experience. Having estimated the likely amount due, a country-specific discount rate is applied to calculate the present value of the expected outflow. The provisions are expected to be utilised when the leases expire or upon exit. The discounted dilapidation cost has been capitalised against the leasehold improvement asset in accordance with IFRS 16.
(R) Dividends
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the Board, on or before the end of the reporting period, but not distributed at the end of the reporting period. Interim dividends are recognised when paid.
(S) Derivative financial instruments
The Group uses derivative financial instruments to hedge its exposure to interest rate risks. All derivative financial instruments are initially measured at fair value on the contract date and subsequently remeasured at fair value at each reporting date. Derivatives are only used for economic hedging purposes and not as speculative investments. Hedge accounting is applied only where all of the following conditions are met:
· Formal documentation exists of the relationship between the hedging instrument and hedged item at inception
· The hedged cash flows must be highly probable and must present an exposure to variations in cash flows that could affect comprehensive income
· The effectiveness of the hedge can be reliably measured
· An economic relationship exists, with the relationship being assessed on an ongoing basis
For qualifying cash flow hedges, the fair value gain or loss associated with the effective portion of the cash flow hedge is recognised initially in other comprehensive income and is released to the consolidated income statement in the same period during which the hedged item will affect the Group's results. Any ineffective portion of the gain or loss on the hedging instrument is recognised in the consolidated income statement immediately.
2.4. Change to accounting policies
For the year ended 31 December 2025, the Group did not adopt any new standards or amendments issued by the International Accounting Standards Board or interpretations by the IFRS IC that have had a material impact on the consolidated financial statements. The only amendment effective from 1 January 2025 was Amendments to IAS 21 - Lack of Exchangeability.
Certain new accounting standards, amendments and interpretations have been published that are not mandatory for the 31 December 2025 reporting period and have not been early adopted by the Group. These are not expected to have a material impact on the Group in the current or future reporting periods or on foreseeable future transactions, with the exception of the IFRS 18 'Presentation and Disclosure in Financial Statements', which will change how certain aspects of the consolidated financial statements are presented. This new accounting standard becomes effective for annual reporting periods beginning on or after 1 January 2027 and will be adopted by the Group.
3. Critical accounting estimates and judgements
In the application of the Group's accounting policies, Management are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are regularly evaluated based on historical experience, current circumstances, expectation of future events and other factors that are considered to be relevant. Actual results may differ from these estimates. In preparing the consolidated financial statements, Management have ensured they have assessed the macroeconomic environment and global landscape when applying IFRS Accounting Standards.
This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to incorrect estimates and assumptions.
The following are the critical judgements and estimates that Management have made in the process of applying the Group's accounting policies, and that have the most significant effect on the amounts recognised in the consolidated financial statements.
3.1. Critical judgements in applying the Group's accounting policies
Recognition of separately identifiable intangible assets
During the year, the Group acquired the Citi Trust Businesses ("Citi Trust") and Kleinwort Hambros Trust Company (CI) Limited and its subsidiaries ("KHT"). IFRS 3 'Business Combinations' requires Management to identify assets and liabilities purchased, including intangible assets. Following their assessment, Management concluded that only customer relationships meet the recognition criteria. The fair values at acquisition date have been disclosed within note 15.
Recognition of the Employee Incentive Plan ("EIP") awards
On 25 July 2024, 4,707,098 share awards were granted to employees following the conclusion of the Galaxy business plan, which ran from 1 January 2021 to 31 December 2023. These shares vested in two tranches: 50% vested upon grant; and 50% over the one-year vesting period to 25 July 2025 (see note 6.1). Management concluded that prior to the grant date, employees had no reasonable expectation of these awards and that it was not possible to reliably estimate their fair value. Given this, the expense was recognised only upon grant, being the date the award was communicated to employees and up until the end of the one-year vesting period.
The Cosmos business plan (which commenced on 1 January 2024) concluded on 31 December 2025, following an announcement (on 10 November 2025) and subsequent shareholder approval (on 15 January 2026) of the proposed acquisition of JTC PLC (see note 2.1). Management communicated directly to employees on 4 December 2025 that an EIP award ("Cosmos award") would be granted upon completion of the proposed acquisition (see note 6.1). While there is no contractual obligation to grant the Cosmos award (as this remains at the discretion of the Remuneration Committee and Trustees of the EBT); Management concluded that the communication to employees, together with the advanced stage of the acquisition process, a constructive obligation has been created under IAS 19 and IFRS 2.
In addition, Management have concluded that the expense related to the Cosmos award can be reliably estimated, based on the offered and accepted price per share of £13.40 from Papilio Bidco Limited and an estimate of the number of own shares held by the EBT prior to the proposed acquisition.
Accordingly, Management have determined, that for the Cosmos business plan, employees would have a substantive and reasonable expectation that the Cosmos award will be granted upon completion of the proposed acquisition, and that the fair value of these awards can be reliably estimated. As a result, for the year ended 31 December 2025, an expense has been recognised over the vesting period from 4 December 2025 (when the Cosmos award was communicated directly to employees) to the estimated completion date of the proposed acquisition, being 30 September 2026, reflecting the service period in which employees earn their entitlement to the Cosmos awards.
Management expect the Cosmos awards to be cash-settled and paid immediately following the completion of the proposed acquisition.
3.2. Critical accounting estimates and assumptions
Recoverability of work in progress ("WIP")
To assess the fair value of consideration received for services rendered, Management are required to make an assessment of the net unbilled amount expected to be collected from clients for work performed to date. To make this assessment, WIP balances are reviewed regularly on a by-client basis and the following factors are taken into account: the ageing profile of the WIP, the agreed billing arrangements, value added and status of the client relationship. See note 19 for the sensitivity analysis on the recoverability of WIP.
Goodwill impairment
Goodwill is tested annually for impairment and the recoverable amount of each CGUs is determined based on the higher of value in use and fair value less cost of disposal calculations that use cash flow projections containing significant assumptions. See note 16.1 for further information including sensitivity analysis on significant assumptions.
Fair value of customer relationship intangibles
The customer relationship intangible assets are valued using the multi-period excess earnings method financial valuation model. Cash flow forecasts and projections are produced by Management and form the basis of the valuation analysis. Other significant estimates and assumptions used in the modelling to derive the fair values include the discount rate applied to free cash flow and annual client attrition rates. See note 17.1 for the sensitivity analysis on significant assumptions.
4. Operating segments
4.1. Basis of segmentation
The Group has a multi-jurisdictional footprint and the core focus of operations is on providing services to its institutional and private client base, with revenues from alternative asset managers, financial institutions, corporates, HNW and UHNW individuals and family office clients.
The Chief Executive Officer and Chief Financial Officer are together the Chief Operating Decision Makers of the Group and determine the appropriate business segments to monitor financial performance. Each segment is defined as a set of business activities generating a revenue stream, determined by divisional responsibility and the management information reviewed by the Board. They have determined that the Group has two reportable segments: these are Institutional Capital Services (ICS) and Private Capital Services (PCS). Business activities include the following:
Fund services
Supporting a diverse range of asset classes, including real estate, private equity, renewables, hedge, debt and alternative asset classes, providing a comprehensive set of fund administration services (e.g. fund launch, NAV calculations, accounting, compliance and risk monitoring, investor reporting and listing services).
Corporate services
Includes clients spanning across small and medium entities, public companies, multinationals, sovereign wealth funds, fund managers, HNW and UHNW individuals and families requiring a 'corporate' service for business and investments. As well as entity formation, administration, cash management and other company secretarial services, the Group services international and local pension plans, employee share incentive plans, employee ownership plans and deferred compensation plans.
Private wealth services
Supporting HNW and UHNW individuals and families, from 'emerging entrepreneurs' to established single and multi-family offices. Services include JTC's own comprehensive Private Office, a range of cash management, foreign exchange and lending services, as well as the formation and administration of trusts, companies, partnerships and other vehicles and structures across a range of asset classes, including cash and investments.
4.2. Segmental information
The table below shows the segmental information provided to the Board for the two reportable segments on an underlying basis:
|
|
ICS |
PCS |
Total |
|||
|
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
|
|
Revenue |
211,110 |
180,904 |
170,837 |
124,479 |
381,947 |
305,383 |
|
Direct staff expenses |
(93,449) |
(78,825) |
(70,990) |
(49,534) |
(164,439) |
(128,359) |
|
Other direct expenses |
(4,172) |
(3,821) |
(3,149) |
(2,604) |
(7,321) |
(6,425) |
|
Indirect staff expenses |
(20,927) |
(17,769) |
(14,066) |
(11,035) |
(34,993) |
(28,804) |
|
Other operating expenses |
(31,897) |
(25,245) |
(19,313) |
(15,371) |
(51,210) |
(40,616) |
|
Other |
158 |
46 |
335 |
458 |
493 |
504 |
|
Underlying EBITDA |
60,823 |
55,290 |
63,654 |
46,393 |
124,477 |
101,683 |
|
Underlying EBITDA margin % |
28.8 |
30.6 |
37.3 |
37.3 |
32.6 |
33.3 |
The Board evaluates segmental performance based on revenue, underlying EBITDA and underlying EBITDA margin. Profit before tax is not used to measure the performance of the individual segments as items such as depreciation, amortisation of intangibles, other losses (including foreign exchange movement on revaluation of intercompany loans) and finance costs are not allocated to individual segments. Consistent with the aforementioned reasoning, assets and liabilities are not reviewed regularly on a by-segment basis and are therefore not included in segmental information.
4.3. Geographical information
Revenue generated by contracting subsidiary according to their location is as follows:
|
|
2025 |
2024 |
Increase |
|
|
£'000 |
£'000 |
£'000 |
% |
|
|
UK & Channel Islands |
148,738 |
135,852 |
12,886 |
9.5% |
|
US |
123,488 |
96,466 |
27,022 |
28.0% |
|
Caribbean1 |
57,528 |
26,292 |
31,236 |
118.8% |
|
Rest of Europe |
43,448 |
40,798 |
2,650 |
6.5% |
|
Rest of the World |
8,745 |
5,975 |
2,770 |
46.4% |
|
Total revenue |
381,947 |
305,383 |
76,564 |
25.1% |
1 Management have separated Caribbean from Rest of the World, following the acquisition of FFP in November 2024 and the Citi Trust acquisition in July 2025.
No single customer made up more than 5% of the Group's revenue in the current or prior year.
5. Staff expenses
|
|
Note |
2025 £'000 |
2024 £'000 |
|
Salaries and Directors' fees |
|
170,415 |
130,581 |
|
Employer-related taxes and other staff-related costs |
|
15,516 |
13,845 |
|
Other short-term employee benefits |
|
11,955 |
8,446 |
|
Employee pension benefits1 |
|
8,865 |
6,761 |
|
Share-based payments |
6.5 |
2,818 |
2,480 |
|
Employee Incentive Plan ("EIP") share-based payments |
6.5 |
16,772 |
34,506 |
|
Total staff expenses |
|
226,341 |
196,619 |
1 Employee pension benefits include defined contributions of £8.67m (2024: £6.49m) and defined benefits of £0.19m (2024: £0.28m).
6. Share-based payments
6.1. Employee Incentive Plan ("EIP")
JTC adopted the current EIP upon listing on the London Stock Exchange in March 2018. All permanent employees of the Group, excluding the Executive Directors of JTC PLC, are eligible to be granted an award under the EIP. The grant, vest and issue of shares to satisfy awards, is at the discretion of the Remuneration Committee (consisting solely of the independent non-executive directors) and the Trustees of the EBT.
On 25 July 2024, 4,707,098 share awards were granted to employees, following the conclusion of the Galaxy business plan, which ran from 1 January 2021 to 31 December 2023. Each award was separated into two tranches: 50% vested at the grant date ("Tranche one") and 50% was a deferred award in the form of a conditional right to receive shares on the first anniversary of grant, subject to the achievement of the applicable performance conditions ("Tranche two"). Tranche one was expensed in full upon grant and Tranche two was expensed over the one-year vesting period to 25 July 2025. The expense recognised for the year ended 31 December 2025 equates to £13.7m (2024: £34.5m).
Details of the movements in the number of shares as follows:
|
|
2025 |
2024 |
||
|
No. of shares |
£'000 |
No. of shares |
£'000 |
|
|
Outstanding at the beginning of the year |
2,247 |
23,132 |
- |
- |
|
Granted1 |
114 |
956 |
4,707 |
48,439 |
|
Exercised |
(2,334) |
(23,805) |
(2,354) |
(24,221) |
|
Forfeited |
(27) |
(283) |
(106) |
(1,086) |
|
Outstanding at the end of the year |
- |
- |
2,247 |
23,132 |
1 During the year ended 31 December 2025, additional grants were made to employees to re-award shares that had been forfeited by leavers.
On 4 December 2025, following the announcement of the proposed acquisition of JTC PLC by Papilio Bidco Limited, Management communicated directly to employees that Cosmos awards would be granted in 2026 upon completion. This communication, combined with the advanced stage of the transaction and subsequent shareholder approval, created a constructive obligation under IAS 19 and IFRS 2. Accordingly, Management has estimated the fair value of the anticipated cash-settled awards, based on the agreed acquisition price of £13.40 per JTC Ordinary share and the estimated number of shares held by the EBT. As the Cosmos awards are expected to be cash-settled and vest immediately upon completion of the proposed acquisition, the related expense is recognised over the vesting period from 4 December 2025 to the expected completion date of 30 September 2026. For the year ended 31 December 2025, an expense of £3.1m has been recognised in respect of the Cosmos awards, with a corresponding liability recognised within trade and other payables (see note 27).
6.2. Performance Share Plan ("PSP")
Executive Directors and senior managers may receive awards of shares, which may be granted annually under the PSP. The maximum policy opportunity award size under the PSP for an Executive Director is between 150% and 200% of annual base salary; however, the plan rules allow the Remuneration Committee the discretion to award up to 250% of annual base salary in exceptional circumstances. The Remuneration Committee determines the appropriate performance measures, weightings and targets prior to granting any awards. Performance conditions include Total Shareholder Return relative to a relevant comparator group and the Company's absolute underlying EPS performance.
The following table provides relevant details for PSP awards:
|
Plan name |
Performance period |
Grant date |
Vest date1 |
No. of shares |
Fixed amount at fair value £'000 |
|
PSP 2021 |
01.01.2021 - 31.12.2023 |
20.05.2021 |
09.04.2024 |
283 |
1,507 |
|
PSP 2022 |
01.01.2022 - 31.12.2024 |
19.04.2022 |
08.04.2025 |
246 |
1,384 |
|
PSP 2023 |
01.01.2023 - 31.12.2025 |
11.04.2023 |
1 |
414 |
2,328 |
|
PSP 2024 |
01.01.2024 - 31.12.2026 |
09.04.2024 |
1 |
360 |
2,420 |
|
PSP 2025 |
01.01.2025 - 31.12.2027 |
08.04.2025 |
1 |
362 |
2,144 |
1 The vesting of awards is subject to continued employment and achievement of performance conditions over the specified period. The awards will vest for each PSP when the conditions have been measured for the relevant performance period.
Details of movements in the number of shares are as follows:
|
|
2025 |
2024 |
||
|
No. of shares |
£'000 |
No. of shares |
£'000 |
|
|
Outstanding at the beginning of the year |
900 |
5,369 |
884 |
4,886 |
|
Awarded |
362 |
2,144 |
360 |
2,420 |
|
Exercised |
(197) |
(1,184) |
(250) |
(1,326) |
|
Forfeited2 |
(15) |
- |
(94) |
(611) |
|
Outstanding at the end of the year |
1,050 |
6,329 |
900 |
5,369 |
2 The shares forfeited in 2025 relate to PSP 2022 awards with a Total Shareholder Return performance condition. Total Shareholder Return is a non-reversing performance condition and therefore the associated costs remain in the consolidated income statement.
6.3. Deferred Bonus Share Plan ("DBSP")
Depending on the performance of the Group, consideration is given annually by the Remuneration Committee to the granting of share awards under the DBSP to eligible Directors. This forms part of the annual bonus award for performance during the preceding financial year.
(A) Annual bonus awards to Executive Directors
For their performance during the relevant year, 33% of the bonus earned by Executive Directors is deferred into shares for two years.
The following table provides relevant details for DBSP awards for Executive Directors ("ED"):
|
Plan name |
Performance period |
Grant date1 |
Vest date2 |
No. of shares |
Fixed amount £'000 |
|
ED DBSP 1 |
01.01.2023 - 31.12.2023 |
09.04.2024 |
01.01.2026 |
42 |
347 |
|
ED DBSP 2 3 |
01.01.2024 - 31.12.2024 |
09.04.2025 |
01.01.2027 |
39 |
448 |
|
ED DBSP 3 |
01.01.2025 - 31.12.2025 |
- |
01.01.2028 |
- |
410 |
1 The grant date and number of shares will be determined following the release of this Annual Report.
2 The vesting of awards is subject to continued employment up to the vest date.
3 Granted in the form of restricted shares, which have been transferred to the Executive Directors (see note 31.2), but remain subject to restrictions and risk of forfeiture until the vesting date.
Details of movements in the number of shares are as follows:
|
|
2025 |
2024 |
||
|
No. of shares |
£'000 |
No. of shares |
£'000 |
|
|
Outstanding at the beginning of the year |
42 |
347 |
42 |
347 |
|
Awarded |
39 |
448 |
- |
- |
|
Outstanding at the end of the year |
81 |
795 |
42 |
347 |
(B) Annual bonus awards to Directors
For the current and prior year, annual bonus awards to Directors have been made in cash, rather than through deferred share awards under the DBSP. Accordingly, the full amount of the cash bonuses has been expensed on grant and is included within Salaries and Directors' fees. The expense relating to the DBSP 5 award, which was deferred into shares, is presented within non-underlying items in the prior year.
The following table provides relevant details for DBSP awards for Directors:
|
Plan name |
Performance period |
Grant date |
Vest date1 |
No. of shares |
Fixed amount £'000 |
|
DBSP 4 |
01.01.2021 - 31.12.2021 |
19.04.2022 |
01.01.2024 |
67 |
476 |
|
DBSP 5 |
01.01.2022 - 31.12.2022 |
11.04.2023 |
01.01.2025 |
96 |
679 |
1 The vesting of awards is subject to continued employment up to the vest date.
Details of movements in the number of shares are as follows:
|
|
2025 |
2024 |
||
|
No. of shares |
£'000 |
No. of shares |
£'000 |
|
|
Outstanding at the beginning of the year |
89 |
641 |
153 |
1,092 |
|
Exercised |
(89) |
(641) |
(61) |
(432) |
|
Forfeited |
- |
- |
(3) |
(19) |
|
Outstanding at the end of the year |
- |
- |
89 |
641 |
6.4. Other awards
Ad hoc awards
The Group may offer ad hoc awards to Directors joining the business. The award is expensed from the start of their employment, with the value being a fixed amount as stated in the employee's offer letter. The number of shares awarded is determined by the mid-market close price at the grant date, which is at the next available window after their start date (typically April or September). The awards vest two years following grant, subject to continued employment.
New joiner awards
As part of the Group's commitment to 100% employee share ownership, a share award is made to every employee joining the business. The award is expensed from the start of their employment, with the amount based on a pre-determined number of shares as stated in the employee's offer letter. Following successful completion of their probationary period, the shares are granted at the next available window (typically April or September). The awards vest two years following grant subject to continued employment.
Employee referral scheme
As part of the Group's employee referral scheme, permanent employees up to senior manager level are eligible to receive a pre-determined bonus when a referred employee is hired following completion of their probation period. The award comprises an initial 50% cash payment and a 50% share award. The number of shares will be calculated using the mid-market close price on the date that the referred employee completes their probationary period and is expensed from this date. The shares are granted at the next available window (typically April and September) and will vest one year following grant, subject to continued employment.
Details of movements in the number of shares are as follows:
|
|
2025 |
2024 |
||
|
No. of shares |
£'000 |
No. of shares |
£'000 |
|
|
Outstanding at the beginning of the year |
69 |
560 |
190 |
1,553 |
|
Awarded |
78 |
748 |
42 |
362 |
|
Exercised |
(34) |
(249) |
(147) |
(1,184) |
|
Forfeited |
(10) |
(88) |
(16) |
(171) |
|
Outstanding at the end of the year |
103 |
971 |
69 |
560 |
6.5. Expenses recognised during the year
The share-based payment expenses recognised during the year, per plan and in total, are as follows:
|
|
2025 £'000 |
2024 £'000 |
|
PSP awards |
2,109 |
1,673 |
|
DBSP awards |
266 |
314 |
|
Other awards |
443 |
493 |
|
Share-based payments |
2,818 |
2,480 |
|
|
|
|
|
Equity-settled EIP awards |
13,654 |
34,506 |
|
Cash-settled EIP awards |
3,118 |
- |
|
EIP share-based payments |
16,772 |
34,506 |
7. Defined benefit pension plans
The Group operates defined benefit pension plans in Switzerland and Mauritius. Both plans are contribution based with the guarantee of a minimum interest credit and fixed conversion rates at retirement. Disability and death benefits are defined as a percentage of the insured salary. The Group does not expect a significant change in contributions year-on-year.
The Swiss plan must be fully funded in accordance with Swiss Federal Law on Occupational Benefits (LPP/BVG) on a static basis at all times. The subsidiary, JTC (Suisse) SA, is affiliated to the collective foundation Swiss Life. The collective foundation is a separate legal entity. The foundation is responsible for the governance of the plan; the Board is composed of an equal number of representatives from the employers and the employees chosen from all affiliated companies. The foundation has set up investment guidelines defining, in particular, the strategic allocation with margins. Additionally, there is a pension committee responsible for the set-up of the plan benefit; this is composed of an equal number of representatives of JTC (Suisse) SA and its employees.
The Mauritius plan is administered by Swan Life Ltd. JTC Fiduciary Services (Mauritius) Limited is required to contribute a specific percentage of payroll costs to the retirement benefit scheme. Employees under this pension plan are entitled to statutory benefits prescribed under parts VIII and IX of the Workers' Rights Act 2019.
The amounts recognised in the consolidated balance sheet are as follows:
|
|
Note |
2025 £'000 |
2024 £'000 |
|
Present value of funded obligations |
|
(4,882) |
(3,747) |
|
Fair value of plan assets1 |
|
4,084 |
2,852 |
|
Employee benefit obligations |
30 |
(798) |
(895) |
1 All plan assets are held in insurance contracts.
The movement in the net defined benefit obligation recognised in the consolidated balance sheet is as follows:
|
|
2025 |
2024 |
||||
|
|
Defined benefit obligation £'000 |
Fair value of plan assets £'000 |
Net defined benefit obligation £'000 |
Defined benefit obligation £'000 |
Fair value of plan assets £'000 |
Net defined benefit obligation £'000 |
|
At 1 January |
(3,747) |
2,852 |
(895) |
(4,020) |
3,205 |
(815) |
|
Included in the consolidated |
|
|
|
|
|
|
|
Current service cost |
(233) |
- |
(233) |
(231) |
- |
(231) |
|
Past service cost |
- |
- |
- |
(35) |
- |
(35) |
|
Interest |
(45) |
36 |
(9) |
(58) |
50 |
(8) |
|
Total |
(278) |
36 |
(242) |
(324) |
50 |
(274) |
|
|
|
|
|
|
|
|
|
Included in other comprehensive (loss)/income |
|
|
|
|
|
|
|
Remeasurements: |
|
|
|
|
|
|
|
- Change in financial assumptions |
207 |
- |
207 |
(153) |
- |
(153) |
|
- Experience adjustment |
(107) |
- |
(107) |
57 |
- |
57 |
|
- Return on plan assets |
- |
46 |
46 |
- |
14 |
14 |
|
Total |
100 |
46 |
146 |
(96) |
14 |
(82) |
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
Contributions: |
|
|
|
|
|
|
|
- Employers |
- |
226 |
226 |
- |
232 |
232 |
|
- Plan participants |
(112) |
112 |
- |
(114) |
114 |
- |
|
Benefit payments |
(617) |
617 |
- |
598 |
(598) |
- |
|
Exchange differences |
(228) |
195 |
(33) |
209 |
(165) |
44 |
|
Total |
(957) |
1,150 |
193 |
693 |
(417) |
276 |
|
At 31 December |
(4,882) |
4,084 |
(798) |
(3,747) |
2,852 |
(895) |
The plans are exposed to actuarial risks relating to the discount rate, the interest rate for the projection of the savings capital, salary increases and pension increases.
The principal actuarial assumptions used for the IAS 19 disclosures were as follows:
|
|
Switzerland |
Mauritius |
|
Discount rate at 1 January 2025 |
1.0% |
5.2% |
|
Discount rate at 31 December 2025 |
1.0% |
5.8% |
|
Future salary increases |
1.3% |
5.0% |
|
Rate of increase in deferred pensions |
0.0% |
0.0% |
For the Swiss plan, longevity must be reflected in the defined benefit liability. The mortality probabilities used were as follows:
|
|
2025 |
2024 Years |
|
Mortality probabilities for pensioners at age 65 |
|
|
|
- Males |
21.92 |
21.86 |
|
- Females |
23.69 |
23.61 |
|
Mortality probabilities at age 65 for current members aged 45 |
|
|
|
- Males |
23.62 |
23.54 |
|
- Females |
25.29 |
25.21 |
8. Other operating expenses
|
|
2025 |
2024 £'000 |
|
Third-party administration fees |
7,322 |
6,512 |
|
Legal and professional fees |
25,857 |
19,592 |
|
Auditor's remuneration for audit services |
2,415 |
1,880 |
|
Auditor's remuneration for other assurance services |
340 |
285 |
|
Establishment costs |
5,608 |
4,248 |
|
Insurance |
1,755 |
1,707 |
|
Travel and accommodation |
3,590 |
3,149 |
|
Marketing |
3,986 |
3,512 |
|
Computer software and maintenance |
18,055 |
12,921 |
|
Telephone and postage |
1,929 |
1,805 |
|
Other expenses |
2,728 |
1,937 |
|
Total other operating expenses |
73,585 |
57,548 |
9. Non-underlying items
|
|
Note |
2025 £'000 |
2024 £'000 |
|
EBITDA |
|
78,245 |
49,060 |
|
Non-underlying items within EBITDA: |
|
|
|
|
Acquisition and integration costs1 |
|
26,657 |
15,272 |
|
Office start-ups2 |
|
1,432 |
585 |
|
Other |
|
908 |
365 |
|
EIP share-based payments3 |
|
17,235 |
36,401 |
|
Total non-underlying items within EBITDA |
|
46,232 |
52,623 |
|
Underlying EBITDA |
|
124,477 |
101,683 |
|
|
|
|
|
|
Profit/(loss) for the year |
|
933 |
(7,256) |
|
Total non-underlying items within EBITDA |
|
46,232 |
52,623 |
|
Loss on revaluation of contingent consideration |
26 |
1,443 |
2,019 |
|
(Gain) on settlement of contingent consideration |
|
(199) |
- |
|
(Gain) on bargain purchase |
|
- |
(720) |
|
(Gain) on disposal of subsidiary |
|
- |
(69) |
|
Foreign exchange (gains)/losses on intercompany balances4 |
|
(2,939) |
975 |
|
Amortisation of customer relationship, acquired software and brands5 |
17 |
22,396 |
16,889 |
|
Amortisation of loan arrangement fees5 |
12 |
1,249 |
1,348 |
|
Unwinding of NPV discounts for contingent consideration5 |
12 |
4,734 |
6,143 |
|
Temporary tax differences5 |
13 |
2,686 |
(3,687) |
|
Total non-underlying items within profit/(loss) for the year |
|
75,602 |
75,520 |
|
Underlying profit for the year |
|
76,535 |
68,264 |
1 Acquisition and integration costs include deal and advisory fees for acquisitions made and considered in the year, legal and professional fees, staff reorganisation costs and other integration costs. This includes acquisition-related share-based payment awards granted to act as retention tools for key management and/or to recruit senior management to support various acquisitions. Acquisition and integration costs are typically incurred in the first two years following acquisition.
2 Office start-up includes upfront investment in personnel and infrastructure, which is required in advance of trading.
3 Relates to awards made to staff members under the EIP (see note 6.1) totalling £16.8m. This also includes £0.4m of employer-related taxes relating to the awards.
4 Foreign exchange (gains)/losses that relate to the revaluation of intercompany loans. Management consider these to be non-underlying as they are unrealisable movements as the loans are eliminated upon consolidation.
5 During the year, Management reassessed non-underlying items and updated the disclosure to include items previously presented separately in the 'Adjusted Underlying Basic EPS' alternative performance measure ("APM") (see note 14.3). This change ensures consistency across APMs, provides investors with a consistent definition and reduces the number of alternative profit figures reported.
The additional items now classified as non-underlying primarily relate to acquisition activities, which Management considers not to be indicative of the ongoing operations of the business. These include the amortisation of acquired intangible assets and associated deferred tax, the impairment of acquired intangible assets, the amortisation of loan arrangement fees and the unwinding of NPV discounts in relation to contingent consideration.
10. Depreciation and amortisation
|
|
Note |
2025 £'000 |
2024 £'000 |
|
Depreciation of right-of-use assets |
22 |
8,851 |
7,461 |
|
Depreciation of property, plant and equipment |
22 |
3,536 |
2,583 |
|
Amortisation of other intangible assets |
17 |
25,332 |
18,973 |
|
Amortisation of assets recognised from costs to obtain or |
23 |
1,453 |
1,102 |
|
Total depreciation and amortisation |
|
39,172 |
30,119 |
11. Other losses
|
|
Note |
2025 £'000 |
2024 £'000 |
|
Loss on revaluation of contingent consideration |
26 |
(1,443) |
(2,019) |
|
Gain on settlement of contingent consideration |
|
199 |
- |
|
Foreign exchange losses1 |
34.1 |
(434) |
(1,089) |
|
Net loss on disposal of fixed asset |
|
- |
(9) |
|
Gain on bargain purchase |
|
- |
720 |
|
Gain on disposal of subsidiary |
|
- |
69 |
|
Total other losses |
|
(1,678) |
(2,328) |
1 This includes £2.9m of foreign exchange gains (2024: £1.0m loss) that relate to the revaluation of intercompany loans; these foreign exchange movements are considered by Management to be non-underlying items (see note 9).
12. Finance income and finance cost
|
|
Note |
2025 £'000 |
2024 £'000 |
|
Bank interest |
|
2,080 |
1,299 |
|
Loan interest |
|
58 |
56 |
|
Total finance income |
|
2,138 |
1,355 |
|
|
|
|
|
|
Bank loan interest |
|
21,584 |
16,107 |
|
Gain on cash flow hedge reclassified from other comprehensive income |
33 |
(52) |
(1,710) |
|
Amortisation of loan arrangement fees |
|
1,249 |
1,348 |
|
Unwinding of NPV discounts1 |
|
7,434 |
8,308 |
|
Other finance expense |
|
968 |
1,317 |
|
Total finance cost |
|
31,183 |
25,370 |
1 Of the £7.4m total (2024: £8.3m), £4.7m (2024: £6.1m) relates to unwinding of NPV discounts on contingent consideration; this is excluded when calculating underlying basic EPS (see note 14.3). By acquisition this is as follows:
|
|
2025 £'000 |
2024 £'000 |
|
SDTC |
3,153 |
4,922 |
|
perfORM |
184 |
507 |
|
FFP |
1,359 |
526 |
|
Hanway |
38 |
101 |
|
SALI |
- |
87 |
|
Unwinding of NPV discounts on contingent consideration |
4,734 |
6,143 |
13. Income tax
Income tax in the consolidated income statement comprises:
|
|
2025 £'000 |
2024 £'000 |
|
Jersey tax on current year profit |
1,139 |
1,220 |
|
Foreign company taxes on current year profit |
2,311 |
2,155 |
|
Adjustment in respect of the previous periods |
1,281 |
166 |
|
Total current tax expense |
4,731 |
3,541 |
|
|
|
|
|
Deferred tax (see note 29): |
|
|
|
Temporary differences in relation to acquired intangible assets |
2,157 |
5,542 |
|
Jersey origination and reversal of temporary differences |
106 |
(29) |
|
Foreign company origination and reversal of temporary differences |
423 |
(9,200) |
|
Total deferred tax charge/(credit) |
2,686 |
(3,687) |
|
Income tax expense/(credit) |
7,417 |
(146) |
The difference between the total current tax shown above and the amount calculated by applying the standard rate of Jersey income tax to the profit before tax is as follows:
|
|
2025 £'000 |
2024 £'000 |
|
Profit/(loss) before tax |
8,350 |
(7,402) |
|
Tax on profit/(loss) on ordinary activities at Jersey income tax rate of 10% (2024: 10%) |
835 |
(740) |
|
Effects of: |
|
|
|
Results from entities subject to tax at a rate of 0% (Jersey company) |
1,045 |
702 |
|
Results from tax exempt entities (foreign company) |
(1,042) |
(58) |
|
Foreign taxes not at Jersey rate |
2,305 |
1,749 |
|
Temporary differences in relation to acquired intangible assets |
2,157 |
5,542 |
|
Other temporary differences (Jersey company) |
106 |
(29) |
|
Other temporary differences (foreign company) |
423 |
(9,200) |
|
Non-deductible expenses |
(489) |
601 |
|
Consolidation adjustments |
2,134 |
1,258 |
|
Other differences |
(57) |
29 |
|
Income tax expense/(credit) |
7,417 |
(146) |
Income tax expense computations are based on the jurisdictions in which profits were earned at prevailing rates in the respective jurisdictions.
|
|
2025 % |
2024 % |
|
Reconciliation of effective tax rates |
|
|
|
Tax on profit/(loss) on ordinary activities |
10.00 |
10.00 |
|
Effect of: |
|
|
|
Results from entities subject to tax at a rate of 0% (Jersey company) |
12.51 |
0.78 |
|
Results from tax exempt entities (foreign company) |
(12.48) |
(9.48) |
|
Foreign taxes not at Jersey rate |
27.60 |
(23.63) |
|
Other temporary differences (Jersey company) |
1.27 |
0.39 |
|
Other temporary differences (foreign company) |
5.07 |
124.33 |
|
Temporary differences in relation to acquired intangible assets |
25.83 |
(74.87) |
|
Non-deductible expenses |
(5.86) |
(8.12) |
|
Consolidation adjustments |
25.56 |
(16.99) |
|
Other differences |
(0.67) |
(0.42) |
|
Effective tax rate |
88.83 |
1.99 |
The Group recognises a provision in respect of uncertain tax positions where there is uncertainty over whether the relevant tax authority will accept the tax treatment under tax law. The Group is in ongoing dialogue with the Jersey tax authority on an uncertain tax position and this has resulted in a provision being recorded on the Group's consolidated balance sheet of £1.4m at 31 December 2025.
Management has applied the principles set out in IFRIC 23, in determining the measurement of the uncertain tax position. In making the estimate, Management's judgement was based on various factors including the status of recent tax enquiries and correspondence with the Jersey tax authority and specialist tax advice provided by third-party advisors. When making this assessment, the Group also leverages from our specialist in-house tax knowledge and experience of similar situations.
Adjustments in respect of previous periods include a tax charge of £1.1m for withholding taxes on a deemed dividend distribution arising from a tax audit of an earlier tax year for one of the Group's entities. The tax audit has concluded and the amount recognised represents a one-off tax charge.
14. Earnings Per Share ("EPS")
The Group calculates basic, diluted and underlying basic EPS. The results can be summarised as follows:
|
|
2025 Pence |
2024 Pence |
|
Basic EPS |
0.56 |
(4.44) |
|
Diluted EPS |
0.55 |
(4.38) |
|
Underlying basic EPS |
45.55 |
41.80 |
14.1. Basic EPS
The calculation of basic EPS is based on the profit/(loss) for the year divided by the weighted average number of Ordinary shares for the same year.
|
|
2025 £'000 |
2024 £'000 |
|
Profit/(loss) for the year |
933 |
(7,256) |
|
|
No. of shares (thousands) |
No. of shares (thousands) |
|
Issued Ordinary shares at 1 January |
165,681 |
161,445 |
|
Effect of shares issued to acquire business combinations |
1,059 |
598 |
|
Effect of movement in treasury shares held |
1,276 |
1,265 |
|
Weighted average number of Ordinary shares (basic): |
168,016 |
163,308 |
|
|
|
|
|
|
Pence |
Pence |
|
Basic EPS |
0.56 |
(4.44) |
14.2. Diluted EPS
The calculation of diluted EPS is based on basic EPS after adjusting for the potentially dilutive effect of Ordinary shares that have been granted.
|
|
2025 £'000 |
2024 £'000 |
|
Profit/(loss) for the year |
933 |
(7,256) |
|
|
No. of shares (thousands) |
No. of shares (thousands) |
|
Weighted average number of Ordinary shares (basic) |
168,016 |
163,308 |
|
Effect of share-based payments |
2,458 |
2,215 |
|
Weighted average number of Ordinary shares (diluted): |
170,474 |
165,523 |
|
|
|
|
|
|
Pence |
Pence |
|
Diluted EPS |
0.55 |
(4.38) |
14.3. Underlying basic EPS
Underlying basic EPS is an APM which reflects the underlying activities of the Group and is not consistent with the requirements of IAS 33. The APM has been renamed in the period from "Adjusted underlying basic EPS" to "Underlying basic EPS". This reflects the change to the presentation of non-underlying items (see note 9).
|
|
Note |
2025 £'000 |
2024 £'000 |
|
Underlying profit for the year |
9 |
76,535 |
68,264 |
|
|
No. of shares (thousands) |
No. of shares (thousands) |
|
Weighted average number of Ordinary shares (basic) |
168,016 |
163,308 |
|
|
|
|
|
Underlying basic EPS (pence) |
45.55 |
41.80 |
15. Business combinations
15.1. The Citi Trust businesses ("Citi Trust")
On 1 July 2025, JTC transferred cash consideration to complete the acquisition of Citi Trust, one of the oldest and most established fiduciary businesses globally. Citi Trust provides tailored trust solutions to ultra-high-net-worth individuals and operates from multiple jurisdictions (New York, Delaware, South Dakota, Jersey, Singapore, Switzerland and the Bahamas). The acquisition is highly complementary to JTC's existing footprint and bolsters several of the Group's key growth jurisdictions. It will cement JTC's position as the leading independent provider of global trust services and bring future resilient annuity-driven revenue to the Group.
The results of the acquired businesses have been consolidated from 1 July 2025 as Management concluded this was the date that control was obtained by the Group.
The acquired businesses contributed revenues of £32.7m and underlying profit for the year (before central costs have been applied) of £9.4m to the Group for the period from 1 July 2025 to 31 December 2025. If the business had been acquired on 1 January 2025, the Group's consolidated revenue and underlying profit for the year would have been £414.5m and £77.8m.
The Group incurred acquisition-related costs of £11.4m, which have been recognised within other operating expenses in the Group's consolidated income statement and are treated as non-underlying items to calculate underlying EBITDA (see note 9).
Total consideration is satisfied by:
|
|
£'000 |
$'000 |
|
Cash consideration |
82,578 |
113,299 |
|
Total consideration at acquisition |
82,578 |
113,299 |
Identifiable net assets acquired by the Group included:
|
|
Note |
Book value at acquisition £'000 |
Adjustments £'000 |
Fair value £'000 |
Fair value $'000 |
|
|
Intangible assets - customer relationships |
17.1 |
- |
30,438 |
30,438 |
41,794 |
|
|
Property, plant and equipment1 |
|
160 |
3,978 |
4,138 |
5,683 |
|
|
Trade receivables |
|
2,590 |
- |
2,590 |
3,556 |
|
|
Accrued income |
|
3,972 |
- |
3,972 |
5,454 |
|
|
Cash and cash equivalents |
|
53,141 |
- |
53,141 |
72,968 |
|
|
Other current assets |
|
1,143 |
- |
1,143 |
1,569 |
|
|
Assets |
|
61,006 |
34,416 |
95,422 |
131,024 |
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
5,411 |
- |
5,411 |
7,430 |
|
|
Deferred income |
|
14,473 |
- |
14,473 |
19,873 |
|
|
Lease liabilities1 |
|
- |
3,978 |
3,978 |
5,462 |
|
|
Other current liabilities |
|
544 |
- |
544 |
748 |
|
|
Deferred tax liability |
29 |
- |
1,678 |
1,678 |
2,303 |
|
|
Liabilities |
|
20,428 |
5,656 |
26,084 |
35,816 |
|
|
Total identifiable net assets |
|
40,578 |
28,760 |
69,338 |
95,208 |
|
Goodwill arising on acquisition is as follows:
|
|
Note |
£'000 |
$'000 |
|
Total consideration |
|
82,578 |
113,299 |
|
Less: identifiable net assets |
|
(69,338) |
(95,208) |
|
Goodwill |
16 |
13,240 |
18,091 |
1 The acquired businesses lease office premises; an adjustment was recognised to account for the lease liability, which is measured at the present value of the remaining lease payments with a corresponding right-of-use asset.
15.2. Kleinwort Hambros Trust Company (CI) Limited and its Subsidiaries ("KHT")
On 31 October 2025, JTC transferred cash consideration to complete the acquisition of 100% of the share capital of KHT. The acquired businesses provide trust and estate planning services to HNW and UHNW individuals, which complements JTC's existing PCS offering. The acquisition strengthens JTC's presence in the Channel Islands and adds a UK trust business for the first time.
The results of the acquired businesses have been consolidated from 31 October 2025, as Management concluded this was the date that control was obtained by the Group.
The acquired businesses contributed revenues of £2.9m and underlying profit for the year (before central costs have been applied) of £1.0m to the Group for the period from 31 October 2025 to 31 December 2025. If the business had been acquired on 1 January 2025, the Group's consolidated revenue and underlying profit for the year would have been £396.5m and £82.9m.
The Group incurred acquisition-related costs of £1.9m, which have been recognised within other operating expenses in the Group's consolidated income statement and are treated as non-underlying items to calculate underlying EBITDA (see note 9).
Total consideration is satisfied by:
|
|
|
£'000 |
|
Cash consideration |
|
26,812 |
|
Total consideration at acquisition |
|
26,812 |
Identifiable net assets acquired by the Group included:
|
|
Note |
Book value at acquisition £'000 |
Adjustments £'000 |
Fair value £'000 |
|
Intangible assets - customer relationships |
17.1 |
- |
14,992 |
14,992 |
|
Trade receivables |
|
1,755 |
- |
1,755 |
|
Accrued income |
|
3,089 |
- |
3,089 |
|
Work in progress |
|
2,333 |
- |
2,333 |
|
Cash and cash equivalents |
|
5,374 |
- |
5,374 |
|
Other current assets |
|
234 |
- |
234 |
|
Assets |
|
12,785 |
14,992 |
27,777 |
|
|
|
|
|
|
|
Trade and other payables |
|
1,828 |
- |
1,828 |
|
Deferred income |
|
148 |
- |
148 |
|
Other current liabilities |
|
135 |
- |
135 |
|
Deferred tax liability |
29 |
- |
1,657 |
1,657 |
|
Liabilities |
|
2,111 |
1,657 |
3,768 |
|
Total identifiable net assets |
|
10,674 |
13,335 |
24,009 |
Goodwill arising on acquisition is as follows:
|
|
Note |
£'000 |
|
Total consideration |
|
26,812 |
|
Less: identifiable net assets |
|
(24,009) |
|
Goodwill |
16 |
2,803 |
15.3. Net cash outflow from acquisitions
The tables below illustrate the net cash outflow from acquisitions:
|
2025 |
Note |
Cash consideration £'000 |
Less: cash acquired £'000 |
Net £'000 |
|
Citi Trust |
15.1 |
82,578 |
(53,141) |
29,437 |
|
KHT |
15.2 |
26,812 |
(5,374) |
21,438 |
|
FFP - settlement of contingent consideration |
26 |
24,187 |
- |
24,187 |
|
FFP - working capital adjustment |
|
727 |
- |
727 |
|
SDTC - settlement of contingent consideration |
26 |
19,148 |
- |
19,148 |
|
perfORM - settlement of contingent consideration |
26 |
2,983 |
- |
2,983 |
|
Hanway - settlement of contingent consideration |
26 |
774 |
- |
774 |
|
Buck - working capital adjustment |
|
174 |
- |
174 |
|
Net cash outflow from acquisition |
|
157,383 |
(58,515) |
98,868 |
|
2024 |
|
Cash consideration £'000 |
Less: cash acquired £'000 |
Net £'000 |
|
Blackheath |
|
772 |
(223) |
549 |
|
Hanway |
|
755 |
(58) |
697 |
|
FRTC |
|
19,402 |
(3,940) |
15,462 |
|
Buck |
|
- |
(395) |
(395) |
|
FFP |
|
45,341 |
(2,625) |
42,716 |
|
SALI - settlement of contingent consideration |
|
21,085 |
- |
21,085 |
|
Net cash outflow from acquisition |
|
87,355 |
(7,241) |
80,114 |
16. Goodwill
The aggregate carrying amounts of goodwill allocated to each CGU is as follows:
|
In the current year: CGU |
Note |
Balance at 1 Jan 2025 £'000 |
Combination of CGUs £'000 |
Business combinations £'000 |
Exchange differences £'000 |
Balance at 31 Dec 2025 £'000 |
|
Jersey |
|
66,104 |
- |
- |
- |
66,104 |
|
Guernsey |
|
10,761 |
- |
- |
- |
10,761 |
|
BVI |
|
752 |
- |
- |
- |
752 |
|
Switzerland |
|
2,478 |
- |
- |
88 |
2,566 |
|
Cayman |
|
241 |
- |
- |
(16) |
225 |
|
Luxembourg |
|
27,519 |
- |
- |
1,301 |
28,820 |
|
Netherlands |
|
14,057 |
- |
- |
730 |
14,787 |
|
Dubai |
|
1,897 |
- |
- |
(130) |
1,767 |
|
Mauritius |
|
2,557 |
- |
- |
(175) |
2,382 |
|
US - ICS |
|
197,334 |
- |
- |
(13,468) |
183,866 |
|
US - SDTC |
|
174,485 |
- |
- |
(11,905) |
162,580 |
|
US - NYPTC1 |
|
7,507 |
(7,507) |
- |
- |
- |
|
US - FRTC1 |
|
7,834 |
(7,834) |
- |
- |
- |
|
US - Delaware1 |
|
- |
15,341 |
- |
(1,047) |
14,294 |
|
Special Situations2 |
|
56,387 |
- |
- |
(3,849) |
52,538 |
|
Ireland - AIFM |
|
8,487 |
- |
- |
440 |
8,927 |
|
UK |
|
13,787 |
- |
- |
- |
13,787 |
|
Citi Trust |
15.1 |
- |
- |
13,240 |
194 |
13,434 |
|
KHT |
15.2 |
- |
- |
2,803 |
- |
2,803 |
|
Total |
|
592,187 |
- |
16,043 |
(27,837) |
580,393 |
|
In the prior year: CGU |
|
Balance at 1 Jan 2024 £'000 |
Combination of CGUs £'000 |
Business combinations £'000 |
Exchange differences £'000 |
Balance at 31 Dec 2024 £'000 |
|
Jersey |
|
66,104 |
- |
- |
- |
66,104 |
|
Guernsey |
|
10,761 |
- |
- |
- |
10,761 |
|
BVI |
|
752 |
- |
- |
- |
752 |
|
Switzerland |
|
2,556 |
- |
- |
(78) |
2,478 |
|
Cayman |
|
237 |
- |
- |
4 |
241 |
|
Luxembourg |
|
28,727 |
- |
- |
(1,208) |
27,519 |
|
Netherlands |
|
14,734 |
- |
- |
(677) |
14,057 |
|
Dubai |
|
1,870 |
- |
- |
27 |
1,897 |
|
Mauritius |
|
2,518 |
- |
- |
39 |
2,557 |
|
US - ICS |
|
194,466 |
- |
- |
2,868 |
197,334 |
|
US - SDTC |
|
171,952 |
- |
- |
2,533 |
174,485 |
|
US - NYPTC |
|
7,398 |
- |
- |
109 |
7,507 |
|
US - FRTC |
|
- |
- |
7,658 |
176 |
7,834 |
|
Special Situations2 |
|
- |
- |
55,657 |
730 |
56,387 |
|
Ireland - AIFM |
|
8,896 |
- |
- |
(409) |
8,487 |
|
UK |
|
11,993 |
- |
1,794 |
- |
13,787 |
|
Total |
|
522,964 |
- |
65,109 |
4,114 |
592,187 |
1 The US - NYPTC and US - FRTC CGUs were made up of one legal entity each: JTC Trust Company (Delaware) Limited and JTC Trustees (Delaware) LLC respectively. On 1 May 2025, these entities merged and Management began to forecast, monitor and drive growth through one combined offering. Due to this, Management concluded that both CGUs should form one new CGU known as US - Delaware.
2 Cayman-FFP has been renamed to Special Situations following a rebrand in 2025.
16.1. Impairment of goodwill
Key assumptions used to calculate the recoverable amount for each CGU
The recoverable amount of all CGUs has been determined based on the higher of value in use ("VIU") and fair value less cost of disposal ("FVLCD"). Projected cash flows are calculated with reference to each CGU's latest budget and business plan, which are subject to a rigorous review and challenge process. Management prepare the budgets through an assessment of historical revenues from existing clients, the pipeline of new projects, historical pricing, and the required resource base needed to service new and existing clients, coupled with their knowledge of wider industry trends and the economic environment.
Year 1 cash flow projections are based on the latest approved budget and years 2 to 5 on detailed outlooks prepared by Management. The US - ICS CGU employs a 10-year period due to the significantly longer useful economic life of their customer relationships, where these cash flow projections are able to be accurately forecast due to their recurring nature and increased client longevity.
The terminal growth rate considers the long-term average growth expectation for the jurisdiction and services provided.
Management estimate discount rates using pre-tax rates that reflect current market assessments of the time value of money. In assessing the discount rate applicable to the Group the following factors have been considered:
· Long-term treasury bond rates for the relevant jurisdiction
· The cost of equity based on an adjusted Beta for the relevant jurisdiction
· The risk premium to reflect the increased risk of investing in equities
Management have given due consideration to climate change and any potential impact on projected cash flows. Such is the nature of JTC's business and the diversification of customer relationships, that Management have concluded the impact to be immaterial to each of the CGUs recoverable amount.
The recoverable amount for the US - SDTC, Special Situations and Ireland - AIFM CGUs were determined based on FVLCD. These were calculated using a discounted cash flow model, utilising Level 3 inputs under IFRS 13 fair value hierarchy.
A summary of the values assigned to the key assumptions used in the VIU and FVLCD are as follows:
· Forecasted average annual revenue growth rate: up to 20%
· Terminal value growth rate: between 1.8% and 4.0%
· Discount rate: between 9.7% and 15.0%
The key assumptions used for CGUs, where the carrying amount is a significant proportion of the Group's total carrying value of goodwill, is as follows:
|
|
|
Forecasted average annual revenue |
Terminal value growth rate |
Discount rate |
|||
|
CGU |
% of Group's total carrying value of goodwill |
2025 % |
2024 % |
2025 % |
2024 % |
2025 % |
2024 % |
|
Jersey |
11.5 |
6.1 |
8.1 |
2.8 |
2.8 |
12.0 |
12.6 |
|
US - ICS |
31.9 |
12.6 |
11.8 |
4.0 |
4.0 |
11.2 |
12.3 |
|
US - SDTC |
28.2 |
14.0 |
13.5 |
3.0 |
3.0 |
11.3 |
12.2 |
At 31 December 2025, the recoverable amount of goodwill determined for each CGU was found to be higher than its carrying amount.
Sensitivity to changes in assumptions
Management believe that any reasonable changes to the key assumptions on which recoverable amounts are based would not cause the aggregate carrying amount to exceed the recoverable amount of the CGUs, except for the following CGUs:
· Special Situations where, for the recoverable amount to equal the carrying amount, there would need to be a reduction of £12.2m (which would occur from a 3.8pp drop in the forecast average annual revenue growth rate or a 7.4pp drop in EBITDA margin from FY26)
· Ireland-AIFM where, for the recoverable amount to equal the carrying amount, there would need to be a 2.1pp drop in the forecasted average annual revenue growth rate
· US-SDTC FVLCD model where, for the recoverable amount to equal the carrying amount, there would need to be a 5.1pp drop in the forecasted average annual revenue growth rate
17. Other intangible assets
The movements in other intangible assets are as follows:
|
|
Customer relationships £'000 |
Brands £'000 |
Software £'000 |
Regulatory licence £'000 |
Total £'000 |
|
Cost |
|
|
|
|
|
|
At 1 January 2024 |
185,446 |
4,971 |
17,715 |
325 |
208,458 |
|
Additions |
508 |
- |
5,035 |
- |
5,543 |
|
Additions through business combinations |
35,177 |
711 |
- |
- |
35,888 |
|
Exchange differences |
868 |
74 |
40 |
(15) |
966 |
|
At 31 December 2024 |
221,999 |
5,756 |
22,790 |
310 |
250,855 |
|
Additions |
- |
- |
5,340 |
- |
5,340 |
|
Additions through business combinations |
45,572 |
- |
- |
- |
45,572 |
|
Disposals |
- |
- |
(59) |
- |
(59) |
|
Exchange differences |
(8,634) |
(368) |
284 |
- |
(8,718) |
|
At 31 December 2025 |
258,937 |
5,388 |
28,355 |
310 |
292,990 |
|
|
|
|
|
|
|
|
Accumulated amortisation |
|
|
|
|
|
|
At 1 January 2024 |
50,146 |
1,497 |
9,278 |
234 |
61,155 |
|
Charge for the year |
15,282 |
970 |
2,701 |
20 |
18,973 |
|
Exchange differences |
(168) |
38 |
47 |
(11) |
(94) |
|
At 31 December 2024 |
65,260 |
2,505 |
12,026 |
243 |
80,034 |
|
Charge for the year1 |
21,118 |
974 |
3,220 |
20 |
25,332 |
|
Disposals |
- |
- |
(59) |
- |
(59) |
|
Exchange differences |
(1,807) |
(181) |
(40) |
(3) |
(2,031) |
|
At 31 December 2025 |
84,571 |
3,298 |
15,147 |
260 |
103,276 |
|
|
|
|
|
|
|
|
Carrying amount |
|
|
|
|
|
|
At 31 December 2025 |
174,366 |
2,090 |
13,208 |
50 |
189,714 |
|
At 31 December 2024 |
156,739 |
3,251 |
10,764 |
67 |
170,821 |
1 Total amortisation charge includes £2.9m (2024: £2.1m) related to software not acquired through business combinations, the balance of £22.4m (2024: £16.9m) is excluded when calculating underlying basic EPS (see note 14.3).
17.1. Customer relationship intangible assets
The carrying amount of identifiable customer relationship intangible assets acquired separately and through business combinations are as follows:
|
|
|
Amortisation period end |
Useful economic life ("UEL") |
Carrying amount |
|
|
Acquisitions |
Note |
2025 £'000 |
2024 £'000 |
||
|
During previous financial reporting periods |
|
|
|
|
|
|
Signes |
|
30 April 2025 |
10 years |
- |
131 |
|
KB Group |
|
30 June 2027 |
12 years |
523 |
872 |
|
S&GFA |
|
30 September 2025 |
10 years |
- |
300 |
|
BAML |
|
30 September 2029 |
12 years |
2,991 |
4,067 |
|
NACT |
|
31 July 2027 |
10 years |
254 |
445 |
|
Van Doorn |
|
28 February 2030 |
11.4 years |
2,681 |
3,174 |
|
Minerva |
|
30 May 2027-30 July 2030 |
8.7-11.8 years |
4,772 |
6,107 |
|
Exequtive |
|
31 March 2029 |
10 years |
3,269 |
4,063 |
|
Aufisco |
|
30 June 2029 |
10 years |
254 |
311 |
|
Sackville |
|
28 February 2029 |
10 years |
288 |
463 |
|
NESF |
|
30 April 2028 |
8 years |
102 |
293 |
|
Sanne Private Clients |
|
30 June 2030 |
10 years |
2,876 |
3,516 |
|
Anson Registrars |
|
28 February 2030 |
10 years |
13 |
16 |
|
RBC cees |
|
31 March 2033 |
12 years |
13,513 |
15,376 |
|
INDOS |
|
31 May 2031 |
10 years |
732 |
868 |
|
Segue |
|
30 September 2031 |
10 years |
524 |
701 |
|
perfORM |
|
30 September 2031 |
10 years |
15 |
18 |
|
Ballybunion |
|
31 October 2031 |
10 years |
1,538 |
1,713 |
|
SALI |
|
31 October 2046 |
25 years |
36,181 |
40,675 |
|
EFS |
|
30 November 2031 |
10 years |
804 |
1,008 |
|
Sterling |
|
30 June 2032 |
10 years |
1,895 |
2,302 |
|
NYPTC |
|
31 October 2032 |
10 years |
3,332 |
4,099 |
|
SDTC |
|
31 January 2036 |
12.5 years |
26,474 |
31,230 |
|
Blackheath |
|
28 February 2034 |
10 years |
118 |
133 |
|
CNFS |
|
5 March 2035 |
10 years |
397 |
478 |
|
Hanway |
|
30 June 2033 |
9 years |
440 |
499 |
|
FRTC |
|
31 July 2033 |
9 years |
6,550 |
7,849 |
|
Buck |
|
31 October 2035 |
11 years |
436 |
480 |
|
FFP |
|
14 November 2029 |
5 years |
18,914 |
25,552 |
|
During the year ended 31 December 2025 |
|
|
|
|
|
|
Citi Trust |
15.1 |
30 June 2036 |
11 years |
29,624 |
- |
|
KHT |
15.2 |
30 October 2034 |
9 years |
14,714 |
- |
|
FTI |
17.1(B) |
1 March 2035 |
10 years |
142 |
- |
|
Total |
|
|
|
174,366 |
156,739 |
(A) Customer relationships acquired in a business combination
Customer relationship intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised at their fair value at the acquisition date. During the year, the Group recognised customer relationship intangible assets as follows: Citi Trust £30.4m and KHT £15.0m. The UEL and carrying amounts at 31 December 2025 are shown in the previous table.
Key assumptions in determining fair value
The fair value at acquisition was derived using the multi-period excess earnings method ("MEEM") financial valuation model. Management consider the following key assumptions to be significant for the valuation of new customer relationships:
· The discount rate applied to free cash flow
· Annual client attrition rate
Management have assessed the sensitivity of key assumptions used in the valuation of new customer relationships acquired during the year and concluded that, with the exception of Citi Trust, any reasonable change to these would not result in a significant change to the fair value.
Sensitivity analysis
The following table shows in £'000 the impact reasonable changes in the UEL/Attrition rate % and discount rate would have on the valuation of the customer relationship for Citi Trust:
|
Attrition rate |
7.5% |
8.5% |
9.5% |
|
Discount rate |
|
|
|
|
19.5% |
2,258 |
437 |
(1,311) |
|
20.0% |
1,675 |
- |
(1,748) |
|
20.5% |
1,165 |
(437) |
(2,185) |
For the recoverable amount to be materially below the carrying amount, there would need to be a drop in the annual margin of 1.3pp.
(B) Customer relationships acquired separately
On 15 January 2025, the Group acquired a new customer relationship from FTI Consulting Corporate Services (Cayman) Limited. The Group made an initial payment of £0.14m ($0.19m) and the remaining balance of £0.05m ($0.07m) is payable subject to revenue targets (see note 26). The fair value of the customer relationship acquired equates to the consideration due.
17.2. Impairment of other intangible assets
Consideration was given to many indicators, including the current macroeconomic environment and its potential impact on financial performance. Management concluded there were no indicators of impairment present at 31 December 2025.
Sensitivity to changes in assumptions
Management believe that any reasonable changes to the key assumptions on which recoverable amounts are based would not cause the aggregate carrying amount to exceed the recoverable amount of the customer relationships, except for the following:
Special Situations where, for the recoverable amount to equal the carrying amount, there would need to be a reduction in cash flows of £1.5m (this would occur from a drop in annual margin of 3.4% or a 3% drop in forecast average annual revenue growth from the customer relationship).
18. Trade receivables
The ageing analysis of trade receivables with the loss allowance is as follows:
|
2025 |
Gross £'000 |
Loss allowance £'000 |
Net £'000 |
|
<30 days |
25,584 |
(1,141) |
24,443 |
|
30 - 60 days |
9,841 |
(447) |
9,394 |
|
61 - 90 days |
5,114 |
(209) |
4,905 |
|
91 - 120 days |
2,125 |
(305) |
1,820 |
|
121 - 180 days |
4,718 |
(1,128) |
3,590 |
|
>180 days |
22,281 |
(7,840) |
14,441 |
|
Total |
69,663 |
(11,070) |
58,593 |
|
2024 |
Gross £'000 |
Loss allowance £'000 |
Net £'000 |
|
<30 days |
21,900 |
(363) |
21,537 |
|
30 - 60 days |
8,842 |
(643) |
8,199 |
|
61 - 90 days |
3,565 |
(102) |
3,463 |
|
91 - 120 days |
2,075 |
(169) |
1,906 |
|
121 - 180 days |
2,654 |
(389) |
2,265 |
|
>180 days |
12,853 |
(5,132) |
7,721 |
|
Total |
51,889 |
(6,798) |
45,091 |
The movement in the allowances for trade receivables is as follows:
|
|
2025 £'000 |
2024 £'000 |
|
Balance at the beginning of the year |
(6,798) |
(6,413) |
|
Credit impairment losses in the consolidated income statement |
(4,269) |
(2,659) |
|
Amounts written off (including unused amounts reversed) |
(3) |
2,274 |
|
Total allowance for doubtful debts |
(11,070) |
(6,798) |
The loss allowance includes both specific and expected credit losses ("ECL") provisions. To measure the ECL, trade receivables are grouped based on shared credit risk characteristics and the days past due. The ECL are estimated collectively using a provision matrix based on the Group's historical credit loss experience, adjusted for factors that are specific to the debtor's financial position (this includes unlikely to pay indicators such as liquidity issues, insolvency or other financial difficulties) and an assessment of both the current, as well as the forecast direction of macroeconomic conditions at the reporting date. Management have identified gross domestic product and inflation in each country the Group provides services in to be the most relevant macroeconomic factors. Management have considered these factors, as well as climate-related changes on customers, and are satisfied that any impact is not material to the ultimate recovery of receivables, such is the diversification across the book in industries and geographies. The loss allowance at 31 December 2025 is in line with previous trading and supports this conclusion. See note 34.2 for further comment on credit risk management.
ECL provision rates are segregated according to geographical location and by business line. The Group considers any specific impairments on a by-client basis rather than on a collective basis. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the consolidated income statement as a credit impairment loss. When a trade receivable is uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against credit impairment losses.
19. Work in progress ("WIP")
|
|
2025 £'000 |
2024 £'000 |
|
Total |
17,414 |
15,492 |
|
Loss allowance |
(132) |
(113) |
|
Net |
17,282 |
15,379 |
WIP relates to variable fee contracts and represents the net unbilled amount expected to be collected from clients for work performed to date. It is measured at the chargeable rate agreed with the individual clients, adjusted for unrecoverable amounts less progress billed and ECL. As these financial assets relate to unbilled work and have substantially the same risk characteristics as trade receivables, the Group has concluded that the expected loss rates for trade receivables <30 days is an appropriate estimation of the ECL.
Sensitivity analysis
The total carrying amount of WIP (before ECL allowances) is £17.4m (2024: £15.5m). If Management's estimate of the recoverability of the WIP (the amount expected to be billed and collected from clients for work performed to date) is 10% lower than expected on the total WIP balance due to adjustments for unrecoverable amounts, revenue would be £1.7m lower (2024: £1.5m lower).
20. Accrued income
|
|
2025 £'000 |
2024 £'000 |
|
Total |
37,757 |
28,236 |
|
Loss allowance |
(33) |
(32) |
|
Net |
37,724 |
28,204 |
Accrued income relates to pre-set (fixed), cash management, and NAV-based fees across all service lines and represents the billable amount relating to the provision of services to clients, which has not been invoiced at the reporting date. Accrued income is recorded based on agreed fees billed in arrears less ECL. As these financial assets relate to unbilled work and have substantially the same risk characteristics as trade receivables, the Group has concluded that the expected loss rates for trade receivables <30 days is an appropriate estimation of the ECL.
21. Cash and cash equivalents
|
|
2025 £'000 |
2024 £'000 |
|
Cash and cash equivalents |
149,857 |
89,232 |
|
Total cash and cash equivalents |
149,857 |
89,232 |
For the purpose of presentation in the consolidated statement of cash flow, cash and cash equivalents includes cash in hand, deposits held on call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts.
Cash and cash equivalents are subject to the impairment requirements of IFRS 9 but, as balances are held with reputable international banking institutions, they were assessed to have low credit risk and no loss allowance is recognised.
The cash and cash equivalents disclosed above and in the consolidated statement of cash flows includes cash allocated against regulatory and capital adequacy requirements of £37.3m (2024: £24.5m) (see note 36). These deposits vary by jurisdiction and therefore are not available for general use by the other entities within the Group.
22. Tangible assets
The movements of all tangible assets, which includes property, plant and equipment and right-of-use assets are as follows:
|
|
Computer equipment £'000 |
Office furniture and equipment £'000 |
Leasehold improvements £'000 |
Total Property, plant and equipment £'000 |
Total Right-of-use assets £'000 |
|
Cost |
|
|
|
|
|
|
At 1 January 2024 |
4,871 |
3,819 |
12,994 |
21,684 |
65,387 |
|
Additions |
856 |
774 |
3,304 |
4,934 |
12,744 |
|
Additions through business combinations |
2 |
- |
200 |
202 |
883 |
|
Disposals |
(220) |
(161) |
(334) |
(715) |
(2,693) |
|
Exchange differences |
(16) |
(15) |
(14) |
(45) |
(663) |
|
At 31 December 2024 |
5,493 |
4,417 |
16,150 |
26,060 |
75,658 |
|
Additions |
1,715 |
1,187 |
6,646 |
9,548 |
17,521 |
|
Additions through business combinations |
- |
- |
- |
- |
4,056 |
|
Disposals |
(197) |
(81) |
(953) |
(1,231) |
(695) |
|
Exchange differences |
(92) |
(106) |
(110) |
(308) |
(649) |
|
At 31 December 2025 |
6,919 |
5,417 |
21,733 |
34,069 |
95,891 |
|
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
|
At 1 January 2024 |
3,868 |
2,270 |
5,672 |
11,812 |
25,602 |
|
Charge for the year |
561 |
587 |
1,435 |
2,583 |
7,461 |
|
Disposals |
(220) |
(156) |
(278) |
(654) |
(2,441) |
|
Exchange differences |
(21) |
(6) |
13 |
(16) |
(311) |
|
At 31 December 2024 |
4,188 |
2,695 |
6,842 |
13,725 |
30,311 |
|
Charge for the year |
692 |
609 |
2,235 |
3,536 |
8,851 |
|
Disposals |
(197) |
(81) |
(986) |
(1,264) |
(279) |
|
Exchange differences |
(43) |
(58) |
(122) |
(223) |
(317) |
|
At 31 December 2025 |
4,640 |
3,165 |
7,969 |
15,774 |
38,566 |
|
|
|
|
|
|
|
|
Carrying amount |
|
|
|
|
|
|
At 31 December 2025 |
2,279 |
2,252 |
13,764 |
18,295 |
57,325 |
|
At 31 December 2024 |
1,305 |
1,722 |
9,308 |
12,335 |
45,347 |
23. Other assets
|
|
2025 £'000 |
2024 £'000 |
|
Non-current |
|
|
|
Costs to obtain or fulfil a contract1 |
2,302 |
2,429 |
|
Prepayments |
600 |
431 |
|
Total other non-current assets |
2,902 |
2,860 |
|
|
|
|
|
Current |
|
|
|
Prepayments |
8,180 |
7,128 |
|
Other receivables2 |
5,022 |
2,642 |
|
Loan receivable from third party |
1,700 |
1,556 |
|
Costs to obtain or fulfil a contract1 |
1,035 |
782 |
|
Tax receivables |
1,840 |
879 |
|
Total other current assets |
17,777 |
12,987 |
1 Current and non-current assets recognised from costs to obtain or fulfil a contract include £2.5m for costs to obtain a contract (2024: £2.2m) and £0.8m for costs incurred to fulfil a contract (2024: £1.0m). The amortisation charge for the year was £1.5m (2024: £1.1m). Management review assets recognised from costs to obtain or fulfil a contract and have concluded that there was no impairment at 31 December 2025.
2 Other receivables are subject to the impairment requirements of IFRS 9 and they were assessed to have low credit risk and no loss allowance is recognised.
24. Investments
The following table details the associate and investments held by the Group at 31 December 2025. The entities listed have share capital consisting solely of Ordinary shares, which are held directly by the Group. The country of incorporation is also their principal place of business, and the proportion of ownership interest is the same as the proportion of voting rights held.
|
|
|
|
|
% of ownership interest |
Carrying amount |
||
|
Name of entity |
Country of incorporation |
Nature of relationship |
Measurement method |
2025 % |
2024 % |
2025 £'000 |
2024 £'000 |
|
Kensington International Group Pte. Ltd |
Singapore |
Associate1 |
Equity method |
42 |
42 |
2,789 |
2,740 |
|
Harmonate Corp. |
United States |
Investment2 |
Cost |
14.1 |
11.2 |
743 |
798 |
|
FOMTech Limited |
United Kingdom |
Investment3 |
Cost |
0.2 |
0.2 |
250 |
250 |
|
Total investments |
|
|
|
|
|
3,782 |
3,788 |
1 Kensington International Group Pte. Ltd ("KIG") provides corporate, fiduciary, trust and accounting services and is a strategic partner of the Group, providing access to new clients and markets in the Far East.
2 Harmonate Corp. ("Harmonate") provides fund operation and data management solutions to clients in the financial services industry.
3 FOMTech Limited and its subsidiaries operate a FinTech platform that specialises in venture capital funding.
The summarised financial information for KIG, which is accounted for using the equity method, is
as follows:
|
Summarised income statement |
2025 £'000 |
2024 £'000 |
|
Revenue |
8,889 |
8,845 |
|
Gross profit |
7,544 |
7,181 |
|
Operating expenditure |
6,697 |
5,196 |
|
Total comprehensive income for the year |
412 |
847 |
|
Summarised balance sheet |
2025 £'000 |
2024 £'000 |
|
Non-current assets |
605 |
514 |
|
Current assets |
7,769 |
8,732 |
|
Current liabilities |
(3,014) |
(4,000) |
|
Closing net assets |
5,360 |
5,246 |
|
Reconciliation of summarised financial information |
2025 £'000 |
2024 £'000 |
|
Opening net assets |
5,246 |
4,229 |
|
Total comprehensive income for the year |
412 |
847 |
|
Foreign exchange differences |
(298) |
170 |
|
Closing net assets |
5,360 |
5,246 |
|
|
|
|
|
Group's share of closing net assets |
2,267 |
2,218 |
|
Goodwill |
522 |
522 |
|
Carrying value of investment in associate |
2,789 |
2,740 |
|
Impact on consolidated statement of comprehensive income |
2025 £'000 |
2024 £'000 |
|
Balance at 1 January |
2,740 |
2,310 |
|
Share of profit of equity-accounted investee |
204 |
430 |
|
Exchange loss on equity-accounted investee |
(156) |
- |
|
Balance at 31 December |
2,788 |
2,740 |
25. Loans and borrowings
This note provides information about the contractual term of the Group's interest-bearing loans and borrowings, which are measured at amortised cost.
|
|
2025 £'000 |
2024 £'000 |
|
Non-current |
|
|
|
Bank loans |
370,627 |
271,552 |
|
Other borrowings |
54,995 |
- |
|
Total loans and borrowings |
425,622 |
271,552 |
For the majority of the borrowings, the fair values are not materially different from their carrying amounts, since the interest payable on those borrowings is close to current market rates or the borrowings are short term in nature.
25.1. Bank loans
The terms and conditions of outstanding bank loans are as follows:
|
Facility |
Currency |
Termination date |
Interest rate |
2025 £'000 |
2024 £'000 |
|
Term facility |
GBP |
30 June 2027 |
SONIA + 1.90% margin |
100,000 |
100,000 |
|
Revolving credit facility |
GBP |
30 June 2027 |
SONIA + 1.90% margin |
173,663 |
137,163 |
|
Revolving credit facility |
USD |
30 June 2027 |
SONIA + 1.90% margin |
98,982 |
36,898 |
|
Total principal value |
|
|
|
372,645 |
274,061 |
|
Issue costs |
|
|
|
(2,018) |
(2,509) |
On 6 October 2021, the Group entered into a multicurrency loan facility agreement (the "original facilities agreement") with an initial termination date of 6 October 2024. On 4 December 2023, an amendment and restatement agreement (the "A&R agreement") relating to the original facilities agreement increased the total commitment to £400m and extended the initial termination date to 4 December 2026 with an option for two further extensions, available to 30 June 2027 and 30 June 2028 respectively. On 28 May 2025, the Group exercised the option to extend the termination date of the bank loan to 30 June 2027.
At 31 December 2025, the Group had available £27.4m of committed facilities currently undrawn (2024: £125.9m).
The cost of the facility depends upon a net leverage covenant test being the ratio of total net debt to underlying EBITDA (for the last twelve months ("LTM") at average exchange rates and adjusted for pro-forma contributions from acquisitions) for a relevant period as defined in the A&R agreement. The interest rate applied to loan facilities is determined using SONIA plus a margin based on net leverage calculations. On 1 January 2025, the margin was 1.65%. This remained unchanged until it was increased to 1.90%, effective from 3 October 2025.
On 4 December 2023, the Group entered into a two-year interest rate swap, fixing the interest rate (excluding margin) at 4.237% on £180m of its drawn debt facilities. The swap expired in December 2025. Further information regarding the Group's hedging strategy is provided in note 33.
At 31 December 2025, arrangement and legal fees amounting to £6.7m have been capitalised for amortisation over the term of the loan and borrowings (2024: £6.0m).
25.2. Other borrowings
The terms and conditions of outstanding other borrowings are as follows:
|
Facility |
Currency |
Termination date |
Interest rate |
2025 £'000 |
2024 £'000 |
|
US Private Placement ("USPP") |
USD |
23 June 2030 |
6.25% |
55,692 |
- |
|
Total principal value |
|
|
|
55,692 |
- |
|
Issue costs |
|
|
|
(697) |
- |
|
Total other borrowings |
|
|
|
54,995 |
- |
On 23 June 2025, the Group announced the successful completion of a $75m (£55.8m) issuance of new USPP notes, with a five-year maturity and an interest rate of 6.25%. On the same date, the Group also entered into a multicurrency US private shelf facility with a total commitment of $100m, providing additional capacity for future issuances.
At 31 December 2025, the Group had available £74.2m ($100m) of committed facilities currently undrawn (2024: £nil).
At 31 December 2025, arrangement and legal fees amounting to £0.7m have been capitalised for amortisation over the term of the borrowings (2024: £nil).
25.3. Loan covenants and guarantees
The Group has complied with the financial covenants of its bank loan and other borrowing facilities during the 2025 reporting period (see note 35.2).
Under the terms of the facilities, the debt is supported by guarantees from JTC PLC and its applicable subsidiaries deemed to be obligors, and in the event of default, demand could be placed on these entities to settle outstanding liabilities.
25.4. Movement in bank loans and other borrowings
The movement in bank loans and borrowings is as follows:
|
|
At 1 January 2025 £'000 |
Drawdowns £'000 |
Repayment £'000 |
Amortisation release £'000 |
Foreign exchange £'000 |
At 31 December 2025 £'000 |
|
Principal value |
274,061 |
184,247 |
(26,965) |
- |
(3,008) |
428,335 |
|
Issue costs |
(2,509) |
(1,453) |
- |
1,249 |
- |
(2,713) |
|
Total |
271,552 |
182,794 |
(26,965) |
1,249 |
(3,008) |
425,622 |
|
|
At 1 January 2024 £'000 |
Drawdowns £'000 |
Repayment £'000 |
Amortisation release £'000 |
Foreign exchange £'000 |
At 31 December 2024 £'000 |
|
Principal value |
223,662 |
49,187 |
- |
- |
1,212 |
274,061 |
|
Issue costs |
(3,131) |
(720) |
- |
1,342 |
- |
(2,509) |
|
Total |
220,531 |
48,467 |
- |
1,342 |
1,212 |
271,552 |
During the year, the Group made the following drawdowns and repayments:
|
Facility |
Currency |
Month |
£'000 |
$'000 |
|
Revolving credit facility |
USD |
April |
44,564 |
58,000 |
|
Revolving credit facility |
USD |
June |
40,073 |
55,000 |
|
USPP |
USD |
June |
55,824 |
75,000 |
|
Revolving credit facility |
USD |
October |
7,286 |
10,000 |
|
Revolving credit facility |
GBP |
October |
36,500 |
- |
|
Total drawdowns |
|
|
184,247 |
198,000 |
|
|
|
|
|
|
|
Facility |
Currency |
Month |
£'000 |
$'000 |
|
Revolving credit facility |
USD |
October |
(7,496) |
(10,000) |
|
Revolving credit facility |
USD |
October |
(16,412) |
(22,000) |
|
Revolving credit facility |
USD |
November |
(3,057) |
(4,000) |
|
Total repayments |
|
|
(26,965) |
(36,000) |
26. Contingent consideration
Contingent consideration payables are discounted to NPV, split between current and non-current, and are due as follows:
|
Acquisition |
2025 £'000 |
2024 £'000 |
|
SDTC1 |
- |
25,158 |
|
Total non-current contingent consideration |
- |
25,158 |
|
|
|
|
|
SDTC1 |
25,753 |
26,486 |
|
perfORM2 |
4,902 |
6,558 |
|
FTI |
48 |
- |
|
FFP3 |
- |
30,450 |
|
Hanway4 |
- |
1,465 |
|
CNFS |
- |
398 |
|
Total current contingent consideration |
30,703 |
65,357 |
|
Total contingent consideration |
30,703 |
90,515 |
1 During the year, the Company paid £19.1m ($25.7m) and issued 838,058 JTC Ordinary shares (see note 31.1) to settle the earn-out applicable to the 2024 calendar year. At 31 December 2025, a total of up to £26.5m ($35.7m) remained payable, and is expected to be paid in full. The estimated contingent consideration has been discounted to its present value of £26.1m ($34.7m) and is payable in a 73.5%/26.5% ratio of cash and JTC PLC Ordinary shares.
2 On 27 March 2025, the cash element of the perfORM earn-out was settled in full (£3.0m). At 31 December 2025, there were 379,990 JTC Ordinary shares that remained outstanding and subsequently vested on 2 January 2026. A loss of £1.4m was recognised on the revaluation of these shares at the year end.
3 On 16 April 2025, having successfully met earn-out targets, the earn-out for FFP was settled in full with cash (£24.2m) and the issue of 701,991 JTC Ordinary shares (see note 31.1).
4 During the period, the Company paid £0.8m to settle the Hanway earn-out.
27. Trade and other payables
|
|
Note |
2025 £'000 |
2024 £'000 |
|
Trade payables |
|
3,589 |
2,917 |
|
Other taxation and social security |
|
1,306 |
1,454 |
|
Other payables |
|
9,044 |
5,486 |
|
Accruals1 |
|
29,872 |
18,239 |
|
Cash-settled EIP award |
6.5 |
3,118 |
- |
|
Total trade and other payables |
|
46,929 |
28,096 |
1 £6.5m of the increase relates to Citi Trust and KHT, which were both acquired in 2025 (see note 15).
For current trade and other payables, due to their short-term nature, Management consider the carrying value of these financial liabilities to approximate to their fair value.
28. Lease liabilities
|
|
|
2025 £'000 |
2024 £'000 |
|
At 1 January |
|
51,329 |
44,041 |
|
Additions |
|
19,616 |
13,479 |
|
Additions through business combinations |
|
4,056 |
883 |
|
Remeasurement of remaining liability |
|
(173) |
- |
|
Accretion of interest |
|
2,597 |
1,956 |
|
Payments |
|
(10,639) |
(8,549) |
|
Impact of foreign exchange |
|
(108) |
(481) |
|
At 31 December |
|
66,678 |
51,329 |
|
Analysis of total provisions: |
|
2025 £'000 |
2024 £'000 |
|
Non-current |
|
57,261 |
44,647 |
|
Current |
|
9,417 |
6,682 |
|
Total lease liabilities |
|
66,678 |
51,329 |
The Group has lease contracts for the rental of buildings for office space and also various items of office furniture and equipment. The Group makes business decisions that affect their lease contracts and those containing renewal and termination clauses are reassessed to determine whether there is any change to the lease term. Management have an ongoing programme of review and have not identified any leases with an extension option that would have a significant impact on the carrying amount of lease assets and liabilities. Where the Group has issued an early termination notice, the net present value of the liability and carrying value of the right-of-use asset has been reassessed based on the new expected termination date.
29. Deferred tax
The deferred tax (assets) and liabilities recognised in the consolidated financial statements are set out below:
|
|
|
2025 £'000 |
2024 £'000 |
|
Deferred tax (assets) |
|
(5,766) |
(1,012) |
|
Deferred tax liabilities |
|
17,206 |
6,510 |
|
|
|
11,440 |
5,498 |
|
|
|
|
|
|
Intangible assets |
|
19,243 |
14,876 |
|
Other origination and reversal of temporary differences |
|
(7,803) |
(9,378) |
|
|
|
11,440 |
5,498 |
The movement in the year is analysed as follows:
|
Intangible assets |
|
2025 £'000 |
2024 £'000 |
|
Balance at 1 January |
|
14,876 |
9,167 |
|
Recognised through business combinations |
|
3,335 |
133 |
|
Recognised in the consolidated income statement |
|
2,157 |
5,542 |
|
Foreign exchange (to other comprehensive income) |
|
(1,125) |
34 |
|
Balance at 31 December |
|
19,243 |
14,876 |
|
|
|
|
|
|
Other origination and reversal of temporary differences |
|
|
|
|
Balance at 1 January |
|
(9,378) |
41 |
|
Recognised in the consolidated income statement |
|
529 |
(9,229) |
|
Foreign exchange (to other comprehensive income) |
|
1,046 |
(190) |
|
Balance at 31 December |
|
(7,803) |
(9,378) |
At 31 December 2025, the total unrecognised deferred tax asset in respect of brought forward losses was approximately £2.7m (2024: £3.6m). All tax losses carry no expiry, with the exception of Luxembourg (£0.1m), which has an expiration of seventeen years. These deferred tax assets have not been recognised on the basis that their future economic benefit is not probable.
A deferred tax liability has not been recognised in respect of temporary differences associated with investment in subsidiaries of £1.8m (2024: £1.9m).
The movement in deferred tax for intangible assets is primarily attributable to US tax-deductible amortisation creating a temporary difference between the carrying amount and tax base of goodwill and other intangible assets arising from business combinations.
30. Other liabilities
|
|
|
2025 £'000 |
2024 £'000 |
|
Non-current |
|
|
|
|
Provisions |
|
3,800 |
2,740 |
|
Employee benefit obligations |
|
798 |
895 |
|
Contract liabilities |
|
185 |
314 |
|
Total other non-current liabilities |
|
4,783 |
3,949 |
|
|
|
|
|
|
Current |
|
|
|
|
Provisions |
|
183 |
277 |
|
Current tax liabilities |
|
5,451 |
3,268 |
|
Contract liabilities |
|
1,058 |
856 |
|
Total other current liabilities |
|
6,692 |
4,401 |
30.1. Provisions
Provisions relate to leasehold dilapidation provisions that are expected to arise on leasehold premises contracts held by the Group. The balance will be utilised on vacation of the premises.
|
|
|
Dilapidations |
|
|
2025 £'000 |
2024 £'000 |
||
|
At 1 January |
|
3,017 |
2,572 |
|
Additions |
|
842 |
399 |
|
Additions through business combinations |
|
163 |
191 |
|
Release of unutilised provided amount |
|
- |
(291) |
|
Unwinding of discount |
|
165 |
74 |
|
Amounts utilised |
|
- |
(5) |
|
Impact of foreign exchange |
|
(204) |
77 |
|
At 31 December |
|
3,983 |
3,017 |
|
Analysis of total provisions: |
|
2025 £'000 |
2024 £'000 |
|
Non-current |
|
3,800 |
2,740 |
|
Current |
|
183 |
277 |
|
Total |
|
3,983 |
3,017 |
31. Share capital and reserves
31.1. Share capital and share premium
The Group's Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of Ordinary shares are recognised as a deduction from equity, net of any tax effects.
|
|
|
2025 £'000 |
2024 £'000 |
|
Authorised |
|
|
|
|
300,000,000 Ordinary shares (2024: 300,000,000 Ordinary shares) |
|
3,000 |
3,000 |
|
|
|
|
|
|
Called up, issued and fully paid |
|
|
|
|
172,006,514 Ordinary shares (2024: 168,753,026 Ordinary shares) |
|
1,720 |
1,688 |
Ordinary shares have a par value of £0.01 each. All shares are equally eligible to receive dividends and the repayment of capital and represent one vote at shareholders' meetings of JTC PLC.
|
Movements in Ordinary shares |
Note |
No. of shares |
Par value £'000 |
Share premium £'000 |
|
At 1 January 2024 |
|
165,522 |
1,655 |
392,213 |
|
PLC EBT issue |
|
1,660 |
17 |
- |
|
Acquisition of SALI |
|
466 |
5 |
3,693 |
|
Acquisition of Blackheath |
|
18 |
- |
147 |
|
Acquisition of FFP |
|
1,087 |
11 |
10,689 |
|
|
|
3,231 |
33 |
14,529 |
|
Less: Cost of share issuance |
|
- |
- |
(94) |
|
Movement in the year |
|
3,231 |
33 |
14,435 |
|
At 31 December 2024 |
|
168,753 |
1,688 |
406,648 |
|
|
|
|
|
|
|
PLC EBT issue1 |
|
1,703 |
17 |
- |
|
Acquisition of SDTC |
26 |
838 |
8 |
6,989 |
|
Acquisition of Blackheath |
|
10 |
- |
88 |
|
Acquisition of FFP |
26 |
702 |
7 |
5,918 |
|
|
|
3,253 |
32 |
12,995 |
|
Less: Cost of share issuance |
|
- |
- |
(57) |
|
Movement in the year |
|
3,253 |
32 |
12,938 |
|
At 31 December 2025 |
|
172,006 |
1,720 |
419,586 |
1 On 30 June 2025, the Company issued an additional 1,703,035 Ordinary shares to the Company's Employee Benefit Trust ("PLC EBT") in order for PLC EBT to satisfy anticipated future exercises of awards granted to beneficiaries.
31.2. Own shares
Own shares represent the shares of the Company that are unallocated and currently held by PLC EBT. They are recorded at cost and deducted from equity. When shares vest unconditionally, are cancelled or are reissued, they are transferred from the own shares reserve at their cost. Any consideration paid or received for the purchase or sale of the Company's own shares is shown as a movement in Shareholders' equity.
|
|
Note |
No. of shares |
PLC EBT £'000 |
|
At 1 January 2024 |
|
4,017 |
3,912 |
|
EIP awards |
|
(2,354) |
- |
|
PSP awards |
|
(250) |
- |
|
DBSP awards |
|
(61) |
- |
|
Other awards |
|
(147) |
- |
|
PLC EBT issue |
|
1,660 |
17 |
|
Purchase of own shares |
|
176 |
1,831 |
|
Movement in year |
|
(976) |
1,848 |
|
At 31 December 2024 |
|
3,041 |
5,760 |
|
|
|
|
|
|
EIP awards |
6.1 |
(2,334) |
- |
|
PSP awards |
6.2 |
(197) |
- |
|
DBSP awards |
6.3 |
(89) |
- |
|
ED DBSP awards1 |
6.3 |
(39) |
- |
|
Other awards |
6.4 |
(34) |
- |
|
PLC EBT issue |
31.1 |
1,703 |
17 |
|
Purchase of own shares |
|
50 |
428 |
|
Other |
|
(1) |
- |
|
Movement in year |
|
(941) |
445 |
|
At 31 December 2025 |
|
2,100 |
6,205 |
1 The ED DBSP 2 awards (see note 6.3) were granted in the form of restricted shares, which have been transferred to the Executive Directors but remain subject to restrictions and risk of forfeiture until the vesting date.
31.3. Other reserves
Capital reserve
This reserve is used to record the gains or losses recognised on the purchase, sale, issue or cancellation of the Company's own shares, which may arise from capital transactions with the Group's EBT as well as any movements in share-based awards to employees (see note 6).
Translation reserve
The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations.
Other reserve
Other reserve includes the cash flow hedge reserve, which is used to recognise the effective portion of gains or losses on derivatives designated and qualifying as cash flow hedges (see note 33). It also includes any foreign exchange movements on the revaluation of the investment in associate (note 24).
Retained earnings
Retained earnings include accumulated profits and losses.
32. Dividends
The following dividends were declared and paid by the Company for the year:
|
|
|
2025 £'000 |
2024 £'000 |
|
Final dividend for 2023 of 7.67p per qualifying ordinary share |
|
- |
12,429 |
|
Interim dividend for 2024 of 4.3p per qualifying ordinary share |
|
- |
7,067 |
|
Final dividend for 2024 of 8.24p per qualifying ordinary share |
|
13,791 |
- |
|
Interim dividend for 2025 of 5p per qualifying ordinary share |
|
8,483 |
- |
|
Total dividend declared and paid |
|
22,274 |
19,496 |
33. Derivative financial instruments
The Group held the following derivative financial instruments, which are presented in the consolidated balance sheet:
|
|
|
2025 £'000 |
2024 £'000 |
|
Interest rate swaps - cash flow hedges |
|
- |
341 |
|
Total derivative financial instruments |
|
- |
341 |
|
|
Note |
2025 £'000 |
2024 £'000 |
|
(Loss)/gain recognised on revaluation of cash flow hedges |
|
(289) |
2,800 |
|
Gain reclassified from other comprehensive income to the profit or loss |
12 |
(52) |
(1,710) |
|
Total (losses)/gains recognised on derivative financial instruments |
|
(341) |
1,090 |
The Group held three interest rate swap contracts, which commenced on 4 December 2023 and expired on 4 December 2025, with a blended swap rate of 4.237% (excluding margin) and covering a notional amount of £60.0m.
Hedge accounting
The Group exercised the option to use hedge accounting for the two-year interest rate swap on its loans and borrowings in accordance with IFRS 9 'Financial Instruments'.
The Group designates certain derivatives held for risk management as hedging instruments in qualifying hedging relationships. On initial designation of the hedge, the Group formally documents the relationship between the hedging instruments and hedged items, including the risk management objective, the strategy in undertaking the hedge and the method that will be used to assess the effectiveness of the hedging relationship.
The Group makes an assessment, both at the inception of the hedge relationship and on an ongoing basis, as to whether the hedging instruments are expected to be highly effective in offsetting the movements in the fair value of the respective hedged items during the period for which the hedge is designated.
Cash flow hedges
In accordance with its risk management strategy, the Group had previously entered into interest rate swap contracts to manage the interest rate risk arising in respect of the floating interest rate exposures on its borrowings.
The Group assessed prospective hedge effectiveness by comparing the changes in the floating rate on its borrowings with the changes in fair value of allocated interest rate swaps used to hedge the exposure.
The Group has identified the following possible sources of ineffectiveness:
· The use of derivatives as a protection against interest rate risk creates an exposure to the derivative counterparty's credit risk which is not offset by the hedged item
· Different amortisation profiles on hedged item principal amounts and interest rate swap notionals
· For derivatives the discounting curve used depends on collateralisation and the type of collateral used
· Differences in the timing of settlement of hedging instruments and hedged items
Management have concluded there were no sources of ineffectiveness during the period.
34. Financial risk management
The Group is exposed through its operations to the following financial risks: market risk (including foreign currency risk and interest rate risk), credit risk and liquidity risk.
The Group is exposed to risks that arise from the use of its financial instruments. This note describes the Group's objectives, policies and processes for managing those risks and the methods used to measure them.
There have been no material changes in the Group's exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods, unless otherwise stated in this note.
General objectives, policies and processes
The Board has overall responsibility for determining the Group's financial risk management objectives and policies and, whilst retaining ultimate responsibility for them, it delegates the authority for designing and operating processes that ensure effective implementation of the objectives and policies to Management, in conjunction with the Group's finance department.
The financial risk management policies are considered on a regular basis to ensure that these are in line with the overall business strategies and the Board's risk management philosophy. The overall objective is to set policies to minimise risk as far as possible, without adversely affecting the Group's financial performance, competitiveness and flexibility.
Principal financial instruments
The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:
|
|
Note |
2025 £'000 |
2024 £'000 |
|
Financial assets - measured at amortised cost |
|
|
|
|
Trade receivables |
18 |
58,593 |
45,091 |
|
Work in progress |
19 |
17,282 |
15,379 |
|
Accrued income |
20 |
37,724 |
28,204 |
|
Other assets |
|
|
|
|
Other receivables |
23 |
5,022 |
2,642 |
|
Loan receivable from third party |
23 |
1,700 |
1,556 |
|
Cash and cash equivalents |
21 |
149,857 |
89,232 |
|
|
|
270,178 |
182,104 |
|
|
|
|
|
|
Financial assets - measured at fair value |
|
|
|
|
Derivative financial assets |
|
- |
341 |
|
|
|
- |
341 |
|
|
|
|
|
|
Financial liabilities - measured at amortised cost |
|
|
|
|
Loans and borrowings |
25 |
425,622 |
271,552 |
|
Contingent consideration |
26 |
30,703 |
86,716 |
|
Trade and other payables |
27 |
46,929 |
28,096 |
|
Lease liabilities |
28 |
66,678 |
51,329 |
|
|
|
569,932 |
437,693 |
|
|
|
|
|
|
Financial liabilities - measured at fair value |
|
|
|
|
Contingent consideration |
|
- |
3,799 |
|
|
|
- |
3,799 |
Management considered the following fair value hierarchy levels in line with IFRS 13.
Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets and liabilities
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset and liability, either directly or indirectly
Level 3 - Inputs are unobservable inputs for the asset or liability
Management has determined that the carrying amounts of all financial assets and liabilities measured at amortised cost at 31 December 2025 approximate their fair values.
34.1. Market risk
Market risk arises from the Group's use of interest-bearing, tradable and foreign currency financial instruments. It is the risk that changes in interest rates (interest rate risk) or foreign exchange rates (currency risk) will affect the Group's future cash flows or the fair value of the financial instruments held. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
Foreign currency risk management and sensitivity
Foreign currency risk arises when individual Group entities enter into transactions denominated in a currency other than their functional currency. The Group's policy is, where possible, to allow Group entities to settle liabilities denominated in their functional currency with the cash generated from their own operations in that currency. Where Group entities have liabilities denominated in a currency other than their functional currency (and have insufficient reserves of that currency to settle them), cash already denominated in the required currency will, where possible, and ensuring no adverse impact on local regulatory capital adequacy requirements (see note 35.3), be transferred from elsewhere in the Group.
In order to monitor this policy, Management periodically analyse cash reserves by individual Group entities and in major currencies, together with information on expected liabilities due for settlement. The effectiveness of this policy is measured by the number of resulting cash transfers made between entities and any necessary foreign exchange trades. The Group has utilised its multicurrency bank loan and other borrowings to assist with the funding of US-based acquisitions (see note 25).
The Group's exposure to the risk of changes in exchange rates relates primarily to the Group's operating activities when the revenue or expenses are denominated in a different currency from the Group's functional and presentation currency of pounds sterling ("£"). For trading entities that principally affect the profit or net assets of the Group, the exposure is mainly from Euro and US dollar.
Management consider this policy to be working effectively but continue to regularly assess if foreign currency hedging is appropriate. As at 31 December 2025, the Group's exposure to the Group's material foreign currency denominated financial assets and liabilities is as follows:
|
Net foreign currency assets/(liabilities) |
£ |
Euro |
US dollar |
|||
|
2025 £'000 |
2024 £'000 |
2025 £'000 |
2024 £'000 |
2025 £'000 |
2024 £'000 |
|
|
Trade receivables |
30,003 |
19,459 |
3,481 |
2,653 |
24,926 |
22,341 |
|
Work in progress |
14,705 |
12,966 |
1,687 |
1,422 |
764 |
1,352 |
|
Accrued income |
15,235 |
12,014 |
2,502 |
2,553 |
19,919 |
12,724 |
|
Other receivables |
1,440 |
1,118 |
540 |
376 |
4,316 |
2,507 |
|
Cash and cash equivalents |
21,642 |
15,321 |
18,489 |
18,271 |
102,911 |
53,499 |
|
Trade and other payables |
(27,186) |
(13,939) |
(3,142) |
(3,415) |
(12,433) |
(9,568) |
|
Loans and borrowings |
(273,663) |
(237,162) |
- |
- |
(98,983) |
(36,898) |
|
Contingent consideration |
(4,902) |
(8,023) |
- |
- |
(25,753) |
(82,493) |
|
Lease liabilities |
(30,019) |
(28,742) |
(8,437) |
(7,030) |
(24,720) |
(13,187) |
|
Total net exposure |
(252,745) |
(226,988) |
15,120 |
14,830 |
(9,053) |
(49,723) |
For the year ended 31 December 2025, mainly due to the Euro and United States dollar foreign currency exchange rate movements, the Group have recognised the following:
· A foreign exchange loss of £30.4m in other comprehensive income (2024: £6.2m gain) upon translating our foreign operations to our functional currency
· A foreign exchange loss of £0.4m (2024: £1.1m loss) in the consolidated income statement upon the retranslation of monetary assets and liabilities denominated in foreign currencies (see note 11)
The following table illustrates the possible effect on comprehensive loss for the year and net assets arising from a 20% strengthening or weakening of UK sterling against other currencies.
|
|
Strengthening/ |
Effect on comprehensive income and net assets |
|
|
2025 £'000 |
2024 £'000 |
||
|
Euro |
+20% |
(2,520) |
(2,472) |
|
US dollar |
+20% |
1,509 |
8,287 |
|
Total |
|
(1,011) |
5,815 |
|
|
|
|
|
|
Euro |
(20%) |
3,780 |
3,707 |
|
US dollar |
(20%) |
(2,264) |
(12,431) |
|
Total |
|
1,516 |
(8,724) |
1 Holding all other variables constant
Interest rate risk management and sensitivity
The Group is exposed to interest rate risk as it borrows funds at floating interest rates. The interest rate applied to the bank loan facility is determined using SONIA plus a margin based on net leverage calculations.
The interest rate risk is managed by the Group by maintaining appropriate leverage ratio, utilising hedging strategies where appropriate (see note 33) and reviewing the mix of fixed and variable rate borrowing. During the year, the Group announced the successful completion of a $75m (£55m) issuance of new USPP notes, which has a fixed interest rate of 6.25%.
Sensitivity analysis
An increase/decrease of 100 basis points in interest rates on loans and borrowing with floating interest rates would have decreased/increased the profit and loss before tax by £3.3m (2024: increase/decrease by 100 basis points, +/-£0.8m). This analysis assumes that all other variables remain constant.
The Group's exposures to interest rates on financial assets and financial liabilities are detailed in note 34.3.
34.2 Credit risk management
Credit risk is the risk of financial loss to the Group should a customer or counterparty to a financial instrument fail to meet its contractual obligations. The Group's principal exposure to credit risk arises from contracts with customers and therefore the following financial assets: trade receivables; work in progress and accrued income (together "customer receivables").
The Group manages credit risk for each new customer by giving consideration to the risk of insolvency or closure of the customer's business, current or forecast liquidity issues and general creditworthiness (including past default experience of the customer or customer type).
Subsequently, customer credit risk is managed by each of the Group entities, subject to the Group's policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are monitored and followed up continuously. Specific provisions incremental to ECL are made when there is objective forward-looking evidence that the Group will not be able to bill the customer in line with the contract or collect the debts arising from previous invoices. This evidence can include the following: indication that the customer is experiencing significant financial difficulty or default, probability of bankruptcy, problems in contacting the customer, disputes with a customer or similar factors.
Management gives close and regular consideration to the potential impact of the macroeconomic environment and any climate-related risks upon the customer's behaviours and ability to pay. This analysis is performed on a customer-by-customer basis. Such is the diversification across the book in industries and geographies, any impact is not considered to be material to the recoverability of customer receivables. For more commentary on this, the ageing of trade receivables and the provisions thereon at the year-end, including the movement in the provision, see note 18.
Credit risk in relation to other receivables and loan receivables from third parties are considered for each separate contractual arrangement and the risk of the counterparty defaulting is considered to be low.
Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. Cash and cash equivalents are held mainly with banks which are rated 'A-' or higher by Standard & Poor's Rating Services or Fitch Ratings Ltd for long-term credit rating.
Credit risk exposure
Trade receivables, work in progress and accrued income result from the provision of services to a large number of customers (individuals and corporate), spread across different industries and geographies. The gross carrying amount of financial assets represents the maximum credit exposure and, as at the reporting date, this can be summarised as follows:
|
|
Loss |
Loss |
||||
|
Total |
allowance |
Net |
Total |
allowance |
Net |
|
|
2025 £'000 |
2025 £'000 |
2025 £'000 |
2024 £'000 |
2024 £'000 |
2024 £'000 |
|
|
Trade receivables |
69,663 |
(11,070) |
58,593 |
51,889 |
(6,798) |
45,091 |
|
Work in progress |
17,414 |
(132) |
17,282 |
15,492 |
(113) |
15,379 |
|
Accrued income |
37,757 |
(33) |
37,724 |
28,236 |
(32) |
28,204 |
|
Other assets |
|
|
|
|
|
|
|
Other receivables |
5,022 |
- |
5,022 |
2,642 |
- |
2,642 |
|
Loan receivable from third party |
1,700 |
- |
1,700 |
1,556 |
- |
1,556 |
|
Cash and cash equivalents |
149,857 |
- |
149,857 |
89,232 |
- |
89,232 |
|
|
281,413 |
(11,235) |
270,178 |
189,047 |
(6,943) |
182,104 |
34.3. Liquidity risk management
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group manages liquidity risk to maintain adequate reserves by regular review around the working capital cycle using information on forecast and actual cash flows.
The Board is responsible for liquidity risk management and it has established an appropriate liquidity risk management framework for the management of the Group's short, medium and long-term funding and liquidity management requirements. Regulation in most jurisdictions also requires the Group to maintain a level of liquidity in order that the Group does not become exposed.
Liquidity tables
The tables detail the Group's remaining contractual maturity for its financial liabilities with agreed repayment years. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rates at the balance sheet date. The contractual maturity is based on the earliest date on which the Group may be required to pay.
The total contractual cash flows are as follows:
|
2025 |
<6 months £'000 |
6 - 12 months £'000 |
1 - 3 years £'000 |
3 - 5 years £'000 |
5 - 10 years £'000 |
>10 years £'000 |
Total contractual cash flow £'000 |
|
Loans and borrowings1 |
12,445 |
12,481 |
422,171 |
- |
- |
- |
447,097 |
|
Trade and other payables |
46,929 |
- |
- |
- |
- |
- |
46,929 |
|
Contingent consideration |
19,496 |
- |
- |
- |
- |
- |
19,496 |
|
Lease liabilities |
6,122 |
6,004 |
21,522 |
16,582 |
24,891 |
6,780 |
81,901 |
|
Total |
84,992 |
18,485 |
443,693 |
16,582 |
24,891 |
6,780 |
595,423 |
|
2024 |
<6 months £'000 |
6 - 12 months £'000 |
1 - 3 years £'000 |
3 - 5 years £'000 |
5 - 10 years £'000 |
>10 years £'000 |
Total contractual cash flow £'000 |
|
Loans and borrowings1 |
8,568 |
8,710 |
304,741 |
- |
- |
- |
322,019 |
|
Trade and other payables |
27,108 |
- |
- |
- |
- |
- |
27,108 |
|
Contingent consideration |
50,314 |
149 |
20,923 |
- |
- |
- |
71,386 |
|
Lease liabilities |
4,460 |
4,088 |
15,484 |
12,467 |
17,846 |
8,200 |
62,545 |
|
Total |
90,450 |
12,947 |
341,148 |
12,467 |
17,846 |
8,200 |
483,058 |
1 This includes the future interest payments not yet accrued and the repayment of capital upon maturity.
35. Capital management
35.1. Risk management
The Group's objective for managing capital is to safeguard the ability to continue as a going concern, while maximising the return to Shareholders through the optimisation of the debt and equity balance, and to ensure capital adequacy requirements are met for local regulatory requirements at entity level.
The managed capital refers to the Group's debt and equity balances; for quantitative disclosures, see note 25 for loans and borrowings and note 31 for share capital. For the Group's risk management and strategy regarding interest rate and foreign exchange risk, see note 34.1.
35.2. Loan covenants
The Group has bank loans and other borrowings which require it to meet leverage and interest cover covenants. In order to achieve the Group's capital risk management objective, the Group aims to ensure that it meets financial covenants attached to borrowings. Breaches in meeting the financial covenants would permit the lender to immediately recall the borrowings. In line with the bank loan and USPP agreements, the Group tests compliance with the financial covenants on a bi-annual basis.
35.3. Capital adequacy
Individual regulated entities within the Group are subject to regulatory requirements to maintain adequate capital and liquidity to meet local requirements; all are monitored regularly to ensure compliance. There have been no breaches of applicable regulatory requirements during the reporting period.
Under the terms of the bank loan and USPP facility, the Group is required to comply with the following financial covenants:
· Leverage (being the ratio of total net debt to underlying EBITDA (for LTM at average exchange rates and adjusted for pro-forma contributions from acquisitions) for a relevant period) must not be more than 3:1
· Interest cover (being the ratio of underlying EBITDA to net finance charges) must not be less than 4:1
The Group has complied with all financial covenants throughout the reporting period and the Board is satisfied that there is sufficient headroom in our loan covenants.
36. Cash flow information
36.1. Cash generated from operations
|
|
2025 |
2024 |
|
Profit from operating activities |
39,073 |
18,941 |
|
Adjustments: |
|
|
|
Depreciation of right-of-use assets |
8,851 |
7,461 |
|
Depreciation of property, plant and equipment |
3,536 |
2,583 |
|
Amortisation of intangible assets and assets recognised from costs to obtain |
26,785 |
20,075 |
|
Share-based payments |
2,818 |
2,480 |
|
EIP share-based payments |
16,772 |
34,506 |
|
Share of profit of equity-accounted investee |
(204) |
(430) |
|
Operating cash flows before movements in working capital |
97,631 |
85,616 |
|
|
|
|
|
Net changes in working capital: |
|
|
|
(Increase) in receivables |
(13,494) |
(15,306) |
|
(Decrease)/increase in payables |
(4,132) |
13,400 |
|
Cash generated from operations |
80,005 |
83,710 |
36.2. Non-underlying items within cash generated from operations
|
|
2025 |
2024 |
|
Cash generated from operations |
80,005 |
83,710 |
|
Non-underlying items: |
|
|
|
Acquisition and integration costs |
26,039 |
14,810 |
|
Office start-ups |
1,432 |
585 |
|
Other |
1,371 |
177 |
|
Total non-underlying items within cash generated from operations |
28,842 |
15,572 |
|
Underlying cash generated from operations |
108,847 |
99,282 |
36.3. Financing activities
Changes in liabilities arising from financing activities:
|
|
Lease liabilities |
Lease liabilities |
Borrowings <1 year |
Borrowings |
Total |
|
At 1 January 2024 |
6,117 |
37,924 |
- |
220,531 |
264,572 |
|
Cash flows: |
|
|
|
|
|
|
Acquired on acquisition |
9 |
1,096 |
- |
- |
1,105 |
|
Drawdowns |
- |
- |
- |
49,187 |
49,187 |
|
Repayments |
(122) |
(8,427) |
- |
- |
(8,549) |
|
Other non-cash movements1 |
678 |
14,054 |
- |
1,834 |
16,566 |
|
At 31 December 2024 |
6,682 |
44,647 |
- |
271,552 |
322,881 |
|
|
|
|
|
|
|
|
Cash flows: |
|
|
|
|
|
|
Acquired on acquisition |
875 |
4,588 |
- |
- |
5,463 |
|
Drawdowns |
- |
- |
- |
184,247 |
184,247 |
|
Repayments |
(732) |
(10,868) |
- |
(26,965) |
(38,565) |
|
Other non-cash movements1 |
2,592 |
18,894 |
- |
(3,212) |
18,274 |
|
At 31 December 2025 |
9,417 |
57,261 |
- |
425,622 |
492,300 |
1 Non-cash movements include the capitalisation and amortisation of loan arrangement fees, foreign exchange movements, additions and disposals of lease liabilities relating to right-of-use assets and the unwinding of NPV discounts.
36.4. Net debt
|
|
2025 |
2024 |
|
Bank loans |
370,627 |
271,552 |
|
Other borrowings |
54,995 |
- |
|
Cash allocated against regulatory and capital adequacy requirements1 |
37,267 |
24,535 |
|
Less: cash and cash equivalents |
(149,857) |
(89,232) |
|
Total net debt |
313,032 |
206,855 |
1 Represents the minimum cash balance to be held to meet regulatory capital requirements.
37. Subsidiaries
In the opinion of Management, the Group's subsidiaries, which principally affect the profit or the net assets of the Group at 31 December 2025, are listed below. Unless otherwise stated, the Company owns 100% of share capital consisting solely of Ordinary shares, and the proportion of ownership interests held equals the voting rights held by the Group. The country of incorporation is also their principal place of business.
|
Name of subsidiary |
Country of incorporation and place of business |
Activity |
% |
|
JTC Group Holdings Limited |
Jersey |
Holding |
100 |
|
JTC Group Limited |
Jersey |
Head office |
100 |
|
JTC (Jersey) Limited |
Jersey |
Trading |
100 |
|
JTC Employer Solutions Limited |
Jersey |
Trading |
100 |
|
JTC Fund Solutions (Jersey) Limited |
Jersey |
Trading |
100 |
|
JTC Private Trust (Jersey) Limited (formerly Cititrust (Jersey) Limited)1 |
Jersey |
Trading |
100 |
|
JTC Trust Company (CI) Limited (formerly Kleinwort Hambros Trust Company (CI) Limited)1 |
Jersey |
Trading |
100 |
|
JTC (Austria) GmbH |
Austria |
Trading |
100 |
|
JTC (Bahamas) Limited |
Bahamas |
Trading |
100 |
|
JTC Private Trust (Bahamas) Limited (formerly Cititrust (Bahamas) Limited)1 |
Bahamas |
Trading |
100 |
|
JTC (BVI) Limited |
BVI |
Trading |
100 |
|
FFP (BVI) Limited |
BVI |
Trading |
100 |
|
JTC (Cayman) Limited |
Cayman Islands |
Trading |
100 |
|
JTC Fund Services (Cayman) Ltd |
Cayman Islands |
Trading |
100 |
|
FFP (Holdings) Limited |
Cayman Islands |
Trading |
100 |
|
FFP (Cayman) Limited |
Cayman Islands |
Trading |
100 |
|
JTC Trust Company (Cayman) Limited (formerly Cititrust (Cayman) Limited)1 |
Cayman Islands |
Trading |
100 |
|
JTC Private Trust (Cayman) Limited (formerly Cititrust Private Trust (Cayman) Limited)1 |
Cayman Islands |
Trading |
100 |
|
FFP Limited |
Cayman Islands |
Trading |
100 |
|
JTC Corporate Services (DIFC) Limited |
Dubai |
Trading |
100 |
|
JTC Management (DIFC) Limited |
Dubai |
Trading |
100 |
|
JTC Institutional Fiduciary (DIFC) Limited |
Dubai |
Trading |
100 |
|
JTC Governance Solutions (DIFC) Limited |
Dubai |
Trading |
100 |
|
JTC (Deutschland) GmbH |
Germany |
Trading |
100 |
|
JTC Fund Solutions (Guernsey) Limited |
Guernsey |
Trading |
100 |
|
JTC Global AIFM Solutions Limited |
Guernsey |
Trading |
100 |
|
JTC Registrars Limited |
Guernsey |
Trading |
100 |
|
JTC Employer Solutions (Guernsey) Limited |
Guernsey |
Trading |
100 |
|
JTC Share Plan Trustees (Guernsey) Limited |
Guernsey |
Trading |
100 |
|
JTC Corporate Services (Ireland) Limited |
Ireland |
Trading |
100 |
|
JTC Fund Solutions (Ireland) Limited |
Ireland |
Trading |
100 |
|
JTC Global AIFM Solutions (Ireland) Limited |
Ireland |
Trading |
100 |
|
INDOS Financial (Ireland) Limited |
Ireland |
Trading |
100 |
|
JTC Trustees (IOM) Limited |
IoM |
Trading |
100 |
|
JTC Luxembourg Holdings S.à r.l. |
Luxembourg |
Holding |
100 |
|
JTC (Luxembourg) S.A. |
Luxembourg |
Trading |
100 |
|
JTC Global AIFM Solutions SA |
Luxembourg |
Trading |
100 |
|
JTC Corporate Services (Luxembourg) SARL |
Luxembourg |
Trading |
100 |
|
JTC Signes Services SA |
Luxembourg |
Trading |
100 |
|
Exequtive Services S.à r.l. |
Luxembourg |
Trading |
100 |
|
JTC Fiduciary Services (Mauritius) Limited |
Mauritius |
Trading |
100 |
|
JTC (Netherlands) B.V. |
Netherlands |
Trading |
100 |
|
JTC Holdings (Netherlands) B.V. |
Netherlands |
Holding |
100 |
|
JTC Institutional Services Netherlands B.V. |
Netherlands |
Trading |
100 |
|
JTC Fund and Corporate Services (Singapore) Pte. Limited |
Singapore |
Trading |
100 |
|
JTC Trustees (Singapore) Limited (formerly Cititrust (Singapore) Limited)1 |
Singapore |
Trading |
100 |
|
JTC Fund Solutions RSA (Pty) Ltd |
South Africa |
Trading |
100 |
|
JTC (Suisse) SA |
Switzerland |
Trading |
100 |
|
JTC Trustees (Suisse) Sàrl |
Switzerland |
Trading |
100 |
|
JTC Private Trust (Switzerland) Limited (formerly Cititrust (Switzerland) Limited)1 |
Switzerland |
Trading |
100 |
|
JTC Poland sp.z.o.o1 |
Poland |
Trading |
100 |
|
JTC Group Holdings (UK) Limited |
UK |
Holding |
100 |
|
INDOS Financial Limited |
UK |
Trading |
100 |
|
JTC Fund Services (UK) Limited |
UK |
Trading |
100 |
|
JTC Trust Company (UK) Limited |
UK |
Trading |
100 |
|
JTC (UK) Limited |
UK |
Trading |
100 |
|
JTC UK (Amsterdam) Limited |
UK |
Holding |
100 |
|
JTC Registrars (UK) Limited |
UK |
Trading |
100 |
|
perfORM Due Diligence Services Limited |
UK |
Trading |
100 |
|
JTC GAS UK LLP |
UK |
Trading |
100 |
|
Hanway Advisory Limited |
UK |
Trading |
100 |
|
Employer Solutions (UK) Limited |
UK |
Trading |
100 |
|
JTC Trust & Fiduciary Services (UK) Limited (formerly Kleinwort Hambros Trust Company (UK) Limited)1 |
UK |
Trading |
100 |
|
JTC USA Holdings, Inc. |
US |
Trading |
100 |
|
JTC Miami Corporation |
US |
Trading |
100 |
|
JTC Trust Company (South Dakota) Ltd |
US |
Trading |
100 |
|
Essential Fund Services, LLC |
US |
Trading |
100 |
|
SALI Fund Management, LLC |
US |
Trading |
100 |
|
JTC Americas Holdings, LLC |
US |
Holding |
100 |
|
JTC Americas TrustCo Holdings, LLC |
US |
Holding |
100 |
|
Segue Partners, LLC |
US |
Trading |
100 |
|
JTC Trust Company (Delaware) Limited |
US |
Trading |
100 |
|
TC3 Group Holding, LLC |
US |
Holding |
100 |
|
South Dakota Trust Company, LLC |
US |
Trading |
100 |
|
JTC Trustees (Delaware) LLC |
US |
Trading |
100 |
|
JTC Trustees (South Dakota) Limited (formerly Citicorp Trust South Dakota)1 |
US |
Trading |
100 |
1 These entities were either incorporated or acquired during the year.
JTC PLC has the following dormant UK subsidiaries that are exempt from filing individual accounts with the registrar in accordance with Section 448A of Companies Act 2006: PTC Securities Limited, Stratford Securities Limited, St James's Securities Limited, JTC Fiduciary Services (UK) Limited, JTC Trustees (UK) Limited, PTC Investments Limited, Castle Directors (UK) Limited, JTC Securities (UK) Limited, JTC Corporate Services (UK) Limited, JTC Trustees Services (UK) Limited and JTC Directors (UK) Limited.
38. Contingencies
The Group operates in a number of jurisdictions and enjoys a close working relationship with all of its regulators. It is not unusual for the Group to find itself in discussion with regulators in relation to past events. With any such discussions, there is inherent uncertainty in the ultimate outcome, but the Board currently does not believe that any such current discussions are likely to result in an outcome that would have a material impact upon the Group.
39. Related party transactions
Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.
39.1. Key management personnel
The Group has defined key management personnel as Directors and members of senior management who have the authority and responsibility to plan, direct and control the activities of the Group. The remuneration of key management personnel in aggregate for each of the specified categories is as follows:
|
|
2025 |
2024 |
|
Salaries and other short-term employee benefits |
3,733 |
3,377 |
|
Post-employment and other long-term benefits |
176 |
121 |
|
Share-based payments |
2,496 |
1,836 |
|
EIP share-based payments |
128 |
309 |
|
Total payments |
6,533 |
5,643 |
39.2. Other related party transactions
The Group's associate, KIG (see note 24), has provided £1.1m of services to Group entities during the year (2024: £1.1m).
39.3. Ultimate controlling party
JTC PLC is the ultimate controlling party of the Group.
40. Consideration of climate change
As set out in the TCFD disclosures on pages 47 to 51 of the Annual Report, climate change has the potential to give rise to a number of transition risks, physical risks and opportunities.
In preparing the consolidated financial statements, Management have considered the impacts and areas that could potentially be affected by climate-related changes and initiatives. No material impact was identified on the key areas of judgement or sources of estimation uncertainty for the year ended 31 December 2025. Items that may be impacted by climate-related risks and were considered by Management were the recoverability of trade receivables (see note 18) and the cash flow forecasts used in the impairment assessments of goodwill (see note 16).
Whilst Management consider there is no material medium-term impact expected from climate change, they are aware of the ever-changing risks related to climate change and will ensure regular assessment of risks against judgements and estimates when preparing the consolidated financial statements.
41. Events occurring after the reporting period
There were no other post balance sheets events other than those discussed within the Annual Report or detailed below.
On 10 November 2025, it was announced that the entire issued and to be issued share capital of JTC PLC is to be acquired by Papilio Bidco Limited, a company indirectly wholly owned by funds advised by Permira Advisers LLP. Under the terms of the acquisition, JTC PLC shareholders will be entitled to receive £13.40 in cash for each JTC Ordinary share.
The acquisition was implemented by means of a court-sanctioned Scheme of Arrangement under Article 125 of the Jersey Companies Law (the "Scheme"). On 15 January 2026, the requisite majority of Scheme Shareholders voted in favour of the resolution to approve and implement the Scheme at the Court Meeting.
The acquisition remains subject to regulatory approvals and other conditions as set out in the Scheme Document with formal completion expected in Q3 2026.
This event does not impact the assets or liabilities of the Group as of 31 December 2025 and, accordingly, no adjustments have been made in respect of this event in these financial statements. At the date of approval of these financial statements, the acquisition process is ongoing, and it is not practicable to estimate any potential financial effect on the Group until the transaction completes.
The Group continues to monitor developments relating to the ongoing conflict in the Middle East and, based on information available at the date of approval of these financial statements, has not identified any material adverse effect on the Group's operations or financial performance.
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