Final Results - Correction

JTC PLC

07 April 2026

 

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

	As reported			Underlying*
	2025	2024	Change	2025	2024	% +/-
Revenue (£m)	381.9	305.4	+25.1%	381.9	305.4	+25.1%
EBITDA (£m)*	78.2	49.1	+59.5%	124.5	101.7	+22.4%
EBITDA margin*	20.5%	16.1%	+4.4pp	32.6%	33.3%	-0.7pp
Operating profit/EBIT (£m)	39.1	18.9	+106.3%	107.7	88.5	+21.8%
Profit/(loss) for the Period (£m)	0.9	-7.3	-122.9%	76.5	68.3	+12.1%
Earnings per share (p)**	0.56	-4.44	-122.6%	45.55	41.80	+9.0%
Cash conversion*	87%	98%	-11pp	87%	98%	-11pp
Net debt (£m)	313.0	206.9	+106.1	275.8	182.3	+93.4
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

JTC PLC		[phone]
Nigel Le Quesne, Chief Executive Officer
Martin Fotheringham, Chief Financial Officer
David Vieira, Chief Communications Officer

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.

www.jtcgroup.com

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	2025 Revenue	2024 Revenue	£ +/-	% +/-
UK & Channel Islands	£148.7m	£135.9m	+ £12.9m	+ 9.5%
US	£123.5m	£96.5m	+ £27.0m	+ 28.0%
Caribbean	£57.5m	£26.3m	+ £31.2m	+ 118.8%
Rest of Europe	£43.4m	£40.8m	+ £2.6m	+ 6.5%
Rest of the World	£8.8m	£6.0m	+ £2.8m	+ 46.4%
	£381.9m	£305.4m	+ £76.6m	+ 25.1%

Revenue growth

Revenue growth, on a constant currency basis, is summarised as follows.

2024 Revenue	£301.5m
Lost - JTC decision	(£0.7m)
Lost - Moved service provider	(£3.4m)
Lost - Natural end/no longer required	(£8.0m)
Won - Net more from existing clients	£21.0m
Won - New clients	£16.4m
Won - Acquisitions1	£55.1m
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

2024 Revenue	£179.5m
Lost - JTC decision	(£0.2m)
Lost - Moved service provider	(£1.5m)
Lost - Natural end/no longer required	(£5.1m)
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 £m	2024 £m
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 £m	2024 £m
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 £m	2024 £m
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 £m	2024 £m
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 £m	2024 £m
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 £m	2024 £m
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 £'000	2024 £'000	2025 £'000	2024 £'000	2025 £'000	2024 £'000
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 (thousands)	£'000	No. of shares (thousands)	£'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 (thousands)	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 (thousands)	£'000	No. of shares (thousands)	£'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 (thousands)1	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 (thousands)	£'000	No. of shares (thousands)	£'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 (thousands)	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 (thousands)	£'000	No. of shares (thousands)	£'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 (thousands)	£'000	No. of shares (thousands)	£'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 income statement
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 Years	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 £'000	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 fulfil a contract	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 growth rate		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 (thousands)	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 (thousands)	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/ (weakening) of UK sterling1	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 £'000	2024 £'000
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 or fulfil a contract	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 £'000	2024 £'000
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 <1 year £'000	Lease liabilities > 1 year £'000	Borrowings <1 year £'000	Borrowings > 1 year £'000	Total £'000
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 £'000	2024 £'000
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	% holding
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 £'000	2024 £'000
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.

 

END