REG - JTC PLC - Full year results for year ended 31 December 2025
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RNS Number : 3441Z JTC PLC 07 April 2026
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 +44 (0) 1534 700 000
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
(http://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 (http://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 2024 £ +/- % +/-
Revenue
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 - Acquisitions(1) £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 - Acquisitions(1) £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 - Acquisitions(1) £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 2024
£m £m
EBITDA
Acquisition and integration costs 26.7 15.3
Office start-ups 1.4 0.6
Employee Incentive Plan (EIP) 17.2 36.4
Other 0.9 0.3
Total non-underlying items within EBITDA 46.2 52.6
Profit/(loss) for the year
Items impacting EBITDA 46.2 52.6
Loss/(gain) on settlement/revaluation of contingent consideration 1.2 2.0
(Gain) on bargain purchase - (0.7)
(Gain) on disposal of subsidiary - (0.1)
Foreign exchange (gains)/losses (2.9) 1.0
Amortisation of customer relationships, acquired software and brands 22.4 16.9
Amortisation of loan arrangement fees 1.2 1.3
Unwinding of NPV discounts for contingent consideration 4.7 6.1
Temporary tax differences 2.7 (3.7)
Total non-underlying items within Profit/(loss) for the year 75.6 75.5
Acquisition and integration costs of £26.7m were £11.4m higher than in 2024,
with £11.1m of the increased costs being associated with the Citi Trust
acquisition. We also recognised a £4.9m expense in relation to the process of
the proposed acquisition of JTC PLC by Permira (Papilio Bidco Limited).
Office start-up costs of £1.4m included costs related to establishing
infrastructure to trade in Dubai. Our experience is that these require
significant up-front investment in personnel in advance of trading and the
generation of revenues.
Of the EIP expense in 2025, £14.1m related to the Galaxy Era awards that
vested in July 2025. £3.1m related to the Cosmos era award.
Following the announcement of the proposed acquisition of JTC PLC by Papilio
Bidco Limited, we communicated the conclusion of our Cosmos era and the
intention to issue awards in 2026 to our employees. This created a
constructive obligation that an EIP award would be granted upon completion of
the acquisition. We therefore recognised a £3.1m expense in relation to the
Cosmos era EIP - for more detail, refer to note 3.1 in the notes to the
consolidated financial statements.
The £1.4m loss on settlement of contingent consideration related in the main
to the perfORM earn-out, where we recorded a loss driven by the revaluation
of shares upon the settlement of the liability.
The foreign exchange gain of £2.9m relates to the revaluation of
inter-company loans (2024: £1.0m loss). Management considers these to be
non-underlying as they are unrealisable movements from the elimination of
inter-company loans upon consolidation and do not relate to the underlying
trading activities of the Group.
During the period, management reassessed non-underlying items and updated the
disclosure to include items previously presented separately in the 'Adjusted
Underlying Basic EPS' alternative performance measure ("APM") (see note 14.3
of the 2024 annual report). This change improves our consistency across APMs,
providing investors with a consistent definition whilst reducing the number of
alternative performance profit figures used throughout our materials.
The additional items now classified as non-underlying primarily relate to
acquisition activities. These include the amortisation of acquired intangible
assets and associated deferred tax, impairment of acquired intangible assets,
amortisation of loan arrangement fees and unwinding of NPV discounts in
relation to contingent consideration.
Tax
The net tax charge in the year was £7.4m (2024: £0.1m credit). The cash tax
charge was £4.7m (2024: £3.5m), but this was increased by deferred tax
debits of £2.7m (2024: £3.7m credit) mainly as a result of movements in
relation to the value of acquired intangible assets held on the balance sheet
and temporary tax differences arising on acquired US entities, where our
purchase consideration is tax amortisable.
When excluding non-underlying items, our 2025 effective tax rate was 5.8%
(2024: 4.9%).
The Group continues to regularly review its transfer pricing policy and is
fully committed to responsible tax practices and continues to be fully
compliant with OECD guidelines. Whilst we are not legally required to publish
our tax strategy, we consider it best practice to demonstrate transparency on
tax matters and our Board-approved strategy is available online.
Earnings per share
Basic EPS increased to 0.56p (2024: -4.44p). Taking into account
non-underlying items, our underlying EPS was 45.55p (2024: 41.80p), an
increase of 9.0%.
The growth in underlying EPS of 9.0% was relatively lower than EBITDA growth
of 22.4%. This was driven by the increased interest expense on our borrowings
that fund M&A activity (with only a 6 month contribution from Citi and 2
months from KHT), and the increased volume of shares in the period - driven by
the successful award of the Galaxy era EIP in 2024.
Return on invested capital (ROIC)
ROIC for 2025 was 13.2%, reporting an increase on prior year (2024: 12.6%)
with both periods significantly above our cost of capital.
In the 2024 annual report, I noted that despite a period of heightened
acquisition activity we had been able to maintain and indeed improve upon our
return on capital, and I am pleased that this positive trend has continued.
We measure ROIC on a post-tax basis and more information on our approach can
be found in the CFO's Review appendix.
Intangible assets
Our total assets at 31 December 2025 were £1.1bn and remained consistent
with prior year (2024: £1.0bn). Goodwill, impacted by the weakening US
dollar, now represents 51% (2024: 58%) of our total assets and other
intangible assets represents a further 17% (2024: 17%).
Goodwill is assessed for impairment on an annual basis and no impairments
were recorded in 2025.
Customer relationships that form part of other intangible assets are subject
to impairment assessments where impairment indicators are present. No customer
relationship impairments were identified or recorded in 2025.
Cash flow and debt
Underlying cash generated from operations was £108.8m (2024: £99.3m) and
underlying cash conversion was 87%, which although a drop from 2024 (98%) was
well within our medium-term guidance range of 85%-90%. Our net investment days
reported at 80 days (2024: 71 days), and when annualising Citi Trust and KHT
revenues this reports at a comparable and stable 71 days.
Citi Trust and KHT billed and collected annual fees in the first half of 2025,
pre-JTC ownership and this reduced reported cash conversion. Excluding this
one-time impact, cash conversion was 93%.
Reported net debt includes cash balances set aside for regulatory compliance
purposes. Underlying net debt excludes this and, at the period end, was
£275.8m compared with £182.3m on 31 December 2024. This increase in
underlying net debt the result of the M&A activity in the period with net
total drawdowns of £157.3m in 2025.
Our underlying net debt/underlying EBITDA leverage at the period end was 2.22x
(2024: 1.79x), above our guidance range (1.5x - 2.0x). This increase was
expected, with the period seeing increased M&A activity and the first half
of the year seeing a total cash payout of £47.8m in relation to contingent
consideration. When annualising our recent acquisitions, leverage would be
within our 1.5x - 2.0x guidance range.
Martin Fotheringham
Chief Financial Officer
Appendix: Reconciliation of reported results to alternative performance measures (APMs)
In order to assist the reader's understanding of the financial performance of
the Group, APMs have been included to better reflect the underlying activities
of the Group excluding specific items as set out in note 9 in the financial
statements. The Group appreciates that APMs are not considered to be a
substitute for, or superior to, IFRS measures but believes that the selected
use of these may provide stakeholders with additional information which will
assist in the understanding of the business.
An explanation of our key APMs and link to the equivalent statutory measure
has been detailed below.
Alternative performance measure Closest equivalent statutory measure APM Definition / purpose and strategic link
Net organic revenue growth % Revenue Definition: Revenue growth from clients not acquired through business
combinations and reported on a constant currency basis where the prior year
results are restated using current year consolidated income statement
exchange rates
Acquired clients are defined as inorganic for the first two years of JTC
ownership
Purpose and strategic link: Enables the business to monitor growth excluding
acquisitions and the impact of external exchange rate factors. The current
strategy is to double the size of the business by a mix of organic and
acquisition growth and the ability to monitor and set clear expectations on
organic growth is vital to the successful execution of its business strategy.
Management's medium-term guidance range is 10% or higher
Underlying EBITDA % Profit/(loss) Definition: Earnings before interest, tax, depreciation, and amortisation
excluding non-underlying items (see note 9 of the financial statements)
Purpose and strategic link: An industry-recognised alternative measure of
performance which has been at the heart of the business since its
incorporation and therefore fundamental to the performance management of all
business units
The measure enables the business to measure the relative profitability of
servicing clients
Management's medium-term guidance range is 33% - 38%
Underlying cash conversion % Net cash from operating activities Definition: The conversion of underlying EBITDA into cash, excluding
non-underlying items.
Purpose and strategic link: Measures how effectively the business is managing
its operating cash flows. It differs to net cash from operating profits as it
excludes non-underlying items and tax, the latter in order to better compare
operating profitability to cash from operating activities.
Management's medium-term guidance range is 85% - 90%
Underlying leverage Cash and cash equivalents Definition: Leverage ratio showing the relative amount of third party debt
(net of cash held in the business) that we have in comparison to underlying
LTM EBITDA
Purpose and strategic link: Ensures that Management can measure and control
exposure to reliance on third party debt in support of its inorganic growth
Management's medium-term guidance range is 1.5x - 2.0x
Underlying basic EPS (p) Basic Earnings Per Share Definition: Reflects the profit after tax for the year adjusted to remove the
impact of non-underlying items
Purpose and strategic link: Presents an adjusted underlying basic EPS, which
is used more widely by external investors and analysts and is, in addition,
the basis upon which the dividend is calculated
Return On Invested Capital (ROIC) Profit/(loss) Definition: Reflects the net operating profit after tax, divided by the
average invested capital
Purpose and strategic link: Measures our capital efficiency in generating
profit against deployed capital. This is an industry-accepted APM and one that
both external investors and analysts use in addition to statutory measures.
A reconciliation of our APMs to their closest equivalent statutory measure has
been provided below.
1. Organic growth
2025 2024
£m
£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 2024
£m
£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 EBITDA(1) 46.2 52.6
Underlying EBITDA 124.5 101.7
Underlying EBITDA % 32.6% 33.3%
1 As set out in note 9 in the financial statements. A reconciliation
of divisional EBTIDA can be found in note 4 of the financial statements.
3. Underlying cash conversion
2025 2024
£m
£m
Net cash generated from operating activities 76.1 78.7
Less:
Non-underlying cash items(1) 28.8 15.6
Income taxes paid 3.9 5.0
a. Underlying cash generated from operations 108.8 99.3
b. Underlying EBITDA 124.5 101.7
Underlying cash conversion (a / b) 87% 98%
1 As set out in note 36.2 in the financial statements.
4. Underlying leverage
2025 2024
£m
£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 2024
£m
£m
Profit/(loss) for the year 0.9 (7.3)
Less:
Non-underlying items(1) 75.6 75.5
a. Underlying profit for the year 76.5 68.3
b. Weighted average number of shares 168.0 163.3
Underlying basic EPS (a / b) 45.55p 41.80p
1 As set out in note 9 in the financial statements.
6. Return on invested capital
2025 2024
£m
£m
Profit/(loss) for the period 0.9 (7.3)
Add back:
Non-underlying items(1) 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 2024
£'000 £'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)
Pence Pence
Earnings Per Share ("EPS")
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 2024
£'000 £'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 2024
£'000 £'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 Share Own Capital Translation Other Retained Total
£'000 premium shares reserve reserve reserve earnings equity
£'000 £'000 £'000 £'000 £'000 £'000 £'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 2024
£'000 £'000
Cash generated from operations 36.1 80,005 83,710
Income taxes paid (3,923) (5,020)
Net movement in cash generated from operations 76,082 78,690
Comprising:
Underlying cash generated from operations 108,847 99,282
Non-underlying cash items 36.2 (28,842) (15,572)
80,005 83,710
Investing activities
Interest received 2,080 1,299
Payments for property, plant and equipment (6,611) (3,691)
Payments for intangible assets (6,340) (5,881)
Payments for business combinations (net of cash acquired) 15.3 (98,868) (80,114)
Payments to obtain or fulfil a contract (1,267) (813)
Proceeds from sale of subsidiary - 92
Net cash used in investing activities (111,006) (89,108)
Financing activities
Share issuance costs 31.1 (57) (94)
Purchase of own shares 31.2 (428) (1,831)
Dividends paid 32 (22,274) (19,496)
Repayment of loans and borrowings 25.4 (26,965) -
Proceeds from loans and borrowings 25.4 184,247 49,187
Loan arrangement fees 25.4 (1,453) (720)
Interest paid on loans and borrowings (21,667) (14,888)
Principal paid on lease liabilities (8,467) (6,754)
Interest paid on lease liabilities (2,251) (1,795)
Net cash generated from financing activities 100,685 3,609
Net increase/(decrease) in cash and cash equivalents 65,761 (6,809)
Cash and cash equivalents at the beginning of the year 89,232 97,222
Effect of foreign exchange rate changes (5,136) (1,181)
Cash and cash equivalents at the end of the year 21 149,857 89,232
The notes are an integral part of these consolidated financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1. General information
2. Accounting policies
3. Critical accounting estimates and judgements
4. Operating segments
5. Staff expenses
6. Share-based payments
7. Defined benefit pension plans
8. Other operating expenses
9. Non-underlying items
10. Depreciation and amortisation
11. Other losses
12. Finance income and finance cost
13. Income tax
14. Earnings per share
15. Business combinations
16. Goodwill
17. Other intangible assets
18. Trade receivables
19. Work in progress
20. Accrued income
21. Cash and cash equivalents
22. Tangible assets
23. Other assets
24. Investments
25. Loans and borrowings
26. Contingent consideration
27. Trade and other payables
28. Lease liabilities
29. Deferred tax
30. Other liabilities
31. Share capital and reserves
32. Dividends
33. Derivative financial instruments
34. Financial risk management
35. Capital management
36. Cash flow information
37. Subsidiaries
38. Contingencies
39. Related party transactions
40. Consideration of climate change
41. Events occurring after the reporting period
1. General information
JTC PLC (the "Company") was incorporated on 12 January 2018 and is domiciled
in Jersey, Channel Islands. The Company was admitted to the London Stock
Exchange on 14 March 2018. The address of the Company's registered office is
28 Esplanade, St Helier, Jersey.
The consolidated financial statements of the Company for the year ended 31
December 2025 comprise the Company and its subsidiaries (together the "Group"
or "JTC") and the Group's interest in an associate and investments.
The Group provides fund, corporate and private capital services to
institutional and private clients.
2. Accounting policies
2.1. Basis of preparation
The consolidated financial statements for the year ended 31 December 2025 have
been approved by the Board of Directors of JTC PLC. They are prepared in
accordance with International Financial Reporting Standards ("IFRS Accounting
Standards") as adopted by the European Union, the interpretations of the IFRS
Interpretations Committee ("IFRS IC") and the Companies (Jersey) Law 1991.
They are prepared on a going concern basis and under the historical cost
convention except for the following:
· Defined benefit liabilities recognised at the fair value of plan
assets less the present value of defined benefit obligations (see note 7)
· Certain contingent consideration measured at fair value (see note
26)
· Derivative financial instruments (see note 33)
In assessing the going concern assumption, the Directors considered the
principal risks and uncertainties that could be impacted by wider
macroeconomic uncertainty. Despite this backdrop, they noted that the Group
continued to experience revenue growth, generate positive cash flows from its
operating activities and has funding available from its bank loan and other
borrowings. Taking these factors into account during the review of the Group's
financial performance and position, forecasts and expected liquidity, the
Directors have a reasonable expectation that the Group will have adequate
resources to continue in operational existence for the foreseeable future,
defined as at least 12 months from the date of approval of the consolidated
financial statements.
While the Directors acknowledge that the Group made minimal profit in the
current year and a loss in the prior financial year, this was due to EIP
awards (see note 6.1), which has no impact on the Group's cash flows.
The Directors have also considered the impact of the proposed acquisition of
JTC PLC by Papilio Bidco Limited (the "proposed acquisition") (see note 41) on
the Group's ability to continue as a going concern. As at the date of approval
of these financial statements, the proposed acquisition has not yet
completed, and the Group continues to operate in the ordinary course of
business.
While the Directors acknowledge that the transaction is expected to complete
in Q3 2026 and may, in due course, result in changes to the Group's corporate
structure, the stated intentions of Permira, ongoing strong operational and
financial performance, and absence of evidence showing plans for asset
disposal or liquidation, together support the appropriateness of preparing the
financial statements on a going concern basis.
Given the above, the Directors have concluded that it is appropriate to adopt
the going concern basis of accounting in preparing the consolidated financial
statements.
The consolidated financial statements are presented in pounds sterling, which
is the functional and reporting currency of the Company and the presentation
currency of the consolidated financial statements. All amounts disclosed in
the consolidated financial statements and notes have been rounded to the
nearest thousand (£'000) unless otherwise stated.
2.2. Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company (its "subsidiaries"). The
Group controls an entity when it is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect
those returns through its power to direct the activities of the entity.
De facto control exists where the Company has the practical ability to direct
the relevant activities of the entity without holding the majority of the
voting rights. In determining whether de facto control exists, the Company
considers the size of the Company's voting rights relative to other parties,
substantive potential voting rights held by the Company and by other parties,
other contractual arrangements and historical patterns in voting attendance.
Subsidiaries (see note 37) are fully consolidated from the date on which
control is transferred to the Group. They are deconsolidated from the date
that control ceases. When the Group loses control over a subsidiary, it
derecognises the assets and liabilities of the subsidiary, and any related
non-controlling interest and other components of equity. Any resulting gain
or loss is recognised in the consolidated income statement.
Where necessary, adjustments are made to the financial statements of
subsidiaries to bring their accounting policies in line with the Group. All
intercompany transactions and balances arising from transactions between Group
companies are eliminated on consolidation.
The acquisition method of accounting is used to account for business
combinations by the Group (see note 15). Investments in associates are
accounted for using the equity method of accounting (see note 24).
2.3. Summary of material accounting policies
The accounting policies set out in these consolidated financial statements
have been consistently applied by all Group entities for the years presented.
There have been no significant changes compared with the prior year
consolidated financial statements as at and for the year ended 31 December
2025.
(A) Revenue recognition
Revenue is measured as the fair value of the consideration received or
receivable for satisfying performance obligations contained in contracts with
customers, excluding discounts and sales-related taxes.
To recognise revenue in accordance with IFRS 15 'Revenue from Contracts with
Customers', the Group applies the five-step approach: identify the contract(s)
with a customer, identify the performance obligations in the contract,
determine the transaction price, allocate the transaction price to the
performance obligations and recognise revenue when, or as, performance
obligations are satisfied by the Group.
The Group enters into contractual agreements with institutional and private
clients for the provision of fund, corporate and private capital services. The
agreements set out the services to be provided and each component is distinct
and can be performed and delivered separately. For each of these performance
obligations, the transaction price can be either a pre-set (fixed) fee based
on the expected amount of work to be performed or a variable time spent fee
for the actual amount of work performed. For some clients, the fee for agreed
services is set at a percentage of the net asset value ("NAV") of funds being
administered or deposits held. Where contracts include multiple performance
obligations, the transaction price is allocated to each performance obligation
based on its stand-alone selling price.
Revenue is recognised in the consolidated income statement when, or as, the
Group satisfies performance obligations by transferring control of services to
clients. This occurs as follows depending upon the nature of the contract for
services:
· Variable fees are recognised over time as services are provided
at the agreed charge-out rates in force at the work date where there is an
enforceable right to payment for performance completed to date. Time recorded,
but not invoiced, is shown in the consolidated balance sheet as work in
progress (see note 19). To determine the transaction price, an assessment of
the variable consideration for services rendered is performed by estimating
the expected value, including any price concessions, of the unbilled amount
due from clients for the work performed to date (see note 3.2).
· Pre-set (fixed), cash management and NAV-based fees are
recognised over time; based on the actual service provided to the end of the
reporting period as a proportion of the total services to be provided where
there is an enforceable right to payment for performance completed to date.
This is determined based on the actual inputs of time and expenses relative to
the total expected inputs. Where services have been rendered and performance
obligations have been met but clients have not been invoiced at the reporting
date, accrued income is recognised, this is recorded based on agreed fees to
be billed in arrears (see note 20).
· Where fees are billed in advance in respect of services under
contract and give rise to a trade receivable when recognised, deferred income
is recognised as a liability and released to revenue on a time-apportioned
basis in the appropriate reporting period
The Group does not adjust transaction prices for the time value of money as it
does not have any contracts where it expects the period between the transfer
of the promised services to the client and the payment by the client to exceed
one year.
(B) Employee benefits
(i) Short-term benefits
Short-term employee benefits are expensed as the related service is provided.
A liability is recognised for the amount expected to be paid if the Group has
a present legal or constructive obligation to pay this amount as a result of
past service provided by the employee, and the obligation can be estimated
reliably.
(ii) Defined contribution pension plans
The Group pays contributions to publicly or privately administered pension
insurance plans. The Group has no further payment obligation once the
contributions have been paid. The contributions are recognised as an employee
benefit expense when they are due.
(iii) Defined benefit pension plans
The liability or asset recognised in the consolidated balance sheet in respect
of defined benefit pension plans is the present value of the defined benefit
obligation at the end of the reporting period, less the fair value of plan
assets. The calculation of defined benefit obligations is performed annually
by independent, qualified actuaries using the projected unit credit method.
The present value of the defined benefit obligation is determined by
discounting the estimated future cash outflows using interest rates of
high-quality corporate bonds that are denominated in the currency in which the
benefits will be paid, and that have terms approximating to the terms of the
related obligation. In countries where there is no established market in such
bonds, the market rates on local government bonds are used.
The net interest cost is calculated by applying the discount rate to the net
balance of the defined benefit obligation and the fair value of plan assets.
This cost is included as an employee benefit expense in the consolidated
income statement.
Remeasurement gains and losses arising from experience adjustments and changes
in actuarial assumptions are recognised in the period in which they occur,
directly in other comprehensive income. They are included in retained earnings
in the consolidated statement of changes in equity and the consolidated
balance sheet.
Changes in the present value of the defined benefit obligation resulting from
plan amendments or curtailments are recognised immediately in
the consolidated income statement as past service costs.
(iv) Termination benefits
Termination benefits are expensed at the earlier of when the Group can no
longer withdraw the offer of those benefits and when the Group recognises
costs for a restructuring that is within the scope of IAS 37 and involves the
payment of termination benefits. If benefits are not expected to be settled
wholly within one year of the end of the reporting period, then they are
discounted to their present value using an appropriate discount rate.
(C) Share-based payments
The Group operates both equity-settled and cash-settled share-based payments
arrangements under which services are received from eligible employees as
consideration for either equity instruments or cash payments linked to the
Group's share price.
(i) Equity-settled arrangements
The total amount to be expensed for services received is determined by
reference to the fair value at grant date of the share-based payment awards
made, including the impact of any non-vesting and market conditions. The fair
value determined at the grant date is expensed on a straight-line basis over
the vesting period, based on Management's estimate of equity instruments that
will eventually vest. At each balance sheet date, Management revises its
estimate of the number of equity instruments expected to vest as a result of
the effect of non-market based vesting conditions. The impact of the revision
of the original estimates, if any, is recognised in the consolidated income
statement, such that the cumulative expense reflects the revised estimate,
with a corresponding adjustment to equity reserves.
(ii) Cash-settled arrangements
The total amount to be expensed for services received is determined by
reference to the fair value of the share-based payment awards at grant date
and is subsequently remeasured at each balance sheet date and at settlement
date, with any changes in fair value recognised in the consolidated income
statement for the period. The fair value determined at grant date is
recognised as an expense on a straight-line basis over the vesting period,
based on Management's estimate of the number of awards that are expected to
ultimately vest. At each balance sheet date, Management revises its estimate
of the number of awards expected to vest, as a result of the effect of
non-market based vesting conditions. The impact of the revision of original
estimates, if any, is recognised in the consolidated income statement, such
that the cumulative expense reflects the revised estimate, with a
corresponding adjustment to liabilities in the consolidated balance sheet.
(D) Non-underlying items
Non-underlying items represent specific items of income or expenditure that
are not of a continuing operational nature or do not represent the underlying
operating results, and based on their significance in size or nature are
presented separately to provide further understanding about the financial
performance of the Group.
(E) Finance income
Finance income includes interest income from loan receivables and bank
deposits and is recognised when it is probable that the economic benefits will
flow to the Group and the amount of revenue can be measured reliably.
(F) Finance costs
Finance costs include interest expenses on loans and borrowings, gains or
losses on cash flow hedges reclassified from other comprehensive income (see
note 2.3(S)), the unwinding of the discount on provisions, contingent
consideration and lease liabilities and the amortisation of directly
attributable transaction costs, which have been capitalised upon issuance of
the financial instrument and released to the consolidated income statement on
a straight-line basis over the contractual term.
(G) Income tax
Income tax includes current and deferred taxes. Current and deferred taxes are
recognised in the consolidated income statement, except when they relate to
items that are recognised in other comprehensive income or directly in equity,
in which case, the current and deferred taxes are recognised in other
comprehensive income or directly in equity respectively. Where current tax
or deferred tax arises from the initial accounting for a business
combination, the tax effect is included in the accounting for the business
combination.
(i) Current tax
Current tax is the expected tax payable or receivable on the taxable income or
loss for the year using tax laws enacted or substantively enacted at the
balance sheet date, and any adjustment to tax payable or receivable in
respect of previous years.
(ii) Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit or losses.
Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible
temporary differences can be utilised. Such assets and liabilities are not
recognised if the temporary difference arises from the initial recognition of
goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that affects
neither the taxable profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at the end of each
reporting period and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the asset
to be recovered.
Deferred tax is calculated using tax rates which have been enacted or
substantively enacted at the balance sheet date, for the periods when the
asset is expected to be realised or the liability is expected to be settled.
Deferred tax assets are offset with deferred tax liabilities when there is a
legally enforceable right to set off tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and the Group intends to settle its current tax assets and
liabilities on a net basis.
(H) Foreign currency
The individual financial statements of each Group company are presented in the
currency of the primary economic environment in which it operates (its
functional currency). For the purpose of the consolidated financial
statements, the results and financial position of each Group company are
expressed in pounds sterling, which is the functional currency of the Company
and the presentation currency for the consolidated financial statements.
In preparing the financial statements of the individual companies,
transactions in currencies other than the entity's functional currency are
recognised at the rates of exchange prevailing on the dates of the
transactions.
At each balance sheet date, monetary assets and liabilities that are
denominated in foreign currencies are retranslated at the rates prevailing at
that date. Exchange differences are recognised in the consolidated income
statement in the year in which they arise.
For the purpose of presenting consolidated financial statements, the assets
and liabilities of the Group's operations with a functional currency other
than pounds sterling, are translated at exchange rates prevailing on the
balance sheet date.
Income and expense items are translated at the average exchange rates for the
year, unless exchange rates fluctuate significantly during that year, in which
case the exchange rates at the date of transactions are used. Goodwill and
other intangible assets arising on the acquisition of a foreign operation are
treated as assets of the foreign operation and are translated at the closing
rate. Exchange differences arising, if any, are recognised in other
comprehensive income and accumulated in equity in the translation reserve.
(I) Business combinations
A business combination is defined as a transaction or other event in which an
acquirer obtains control of one or more businesses. Where the business
combination does not include the purchase of a legal entity, but the
transaction includes acquired inputs and processes applied to those inputs in
order to generate outputs, the transaction is also considered a business
combination.
The Group applies the acquisition method to account for business combinations.
The consideration transferred in an acquisition comprises the fair value of
assets transferred, the liabilities incurred to the former owners of the
acquiree and the equity interests issued by the Group in exchange for control
of the acquiree. The identifiable assets acquired and liabilities assumed in
a business combination are measured at their fair values at the acquisition
date. Acquisition-related costs are recognised in the consolidated income
statement as non-underlying items within operating expenses.
The excess of the consideration transferred, the amount of any non-controlling
interest in the acquiree and the acquisition date fair value of any previous
equity interest in the acquiree over the fair value of the identifiable net
assets acquired is recorded as goodwill. If those amounts are less than the
fair value of the net identifiable assets of the business acquired, the
difference is recognised directly in the consolidated income statement as a
gain on bargain purchase.
When the consideration transferred includes an asset or liability resulting
from a contingent consideration arrangement, this is measured at its
acquisition-date fair value. Changes in fair value of the contingent
consideration that qualify as measurement period adjustments are adjusted
retrospectively, with corresponding adjustments against goodwill.
Measurement period adjustments are adjustments that arise from additional
information obtained during the measurement period (which cannot exceed one
year from the acquisition date) about facts and circumstances that existed at
the acquisition date.
The subsequent accounting for changes in the fair value of the contingent
consideration that do not qualify as measurement period adjustments is
dependent on how the contingent consideration is classified (see note
2.3(O(i))).
(J) Goodwill and other intangible assets
(i) Goodwill
Goodwill that arises on the acquisition of subsidiaries is considered an
intangible asset. See note 2.3(I) for the measurement of goodwill at initial
recognition. Subsequent to this, measurement is at cost less accumulated
impairment losses.
(ii) Intangible assets acquired in a business combination
Intangible assets acquired in a business combination, and recognised
separately from goodwill, are initially recognised at their fair value at the
acquisition date (which is regarded as their cost). The initial valuation work
is performed with support from external valuation specialists. Subsequent to
initial recognition, these are measured at cost less accumulated amortisation
and accumulated impairment losses.
Amortisation is recognised in the consolidated income statement on a
straight-line basis over the estimated useful life of the asset from the
date of acquisition. The estimated useful lives are as follows:
· Customer relationships - 5 to 25 years
· Software - 5 to 10 years
· Brand - 5 to 10 years
The estimated useful lives and residual value are reviewed at each reporting
date and adjusted if appropriate, with the effect of any change in estimate
being accounted for on a prospective basis.
(iii) Intangible assets acquired separately
Intangible assets that are acquired separately by the Group and have finite
useful lives are measured at cost less accumulated amortisation and
accumulated impairment losses.
Amortisation is recognised in the consolidated income statement on a
straight-line basis over the estimated useful life of the asset from the date
that they are available for use. The estimated useful lives are as follows:
· Customer relationships - 10 years
· Regulatory licence - 12 years
· Software - 4 years
The estimated useful lives and residual value are reviewed at each reporting
date and adjusted if appropriate, with the effect of any change in estimate
being accounted for on a prospective basis.
(iv) Internally generated software intangible assets
Development costs that are directly attributable to the design and testing of
identifiable software products controlled by the Group are recognised as
intangible assets when the recognition criteria under IAS 38 are met.
Directly attributable costs that are capitalised as part of the software
include employee costs and an appropriate portion of relevant overheads.
Capitalised development costs are recorded as intangible assets and
amortisation is recognised in the consolidated income statement on a
straight-line basis over the estimated useful life of the asset from the date
at which the asset is ready to use. The estimated useful life for internally
generated software intangible assets is four years.
The estimated useful lives and residual value are reviewed at each reporting
date and adjusted if appropriate, with the effect of any change in estimate
being accounted for on a prospective basis.
(v) Impairment of intangible assets
Goodwill that arises on the acquisition of business combinations and
intangible assets that have an indefinite useful life is not subject to
amortisation and is tested annually for impairment, or more frequently if
events or changes in circumstances indicate that it might be impaired.
Intangible assets are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may be overstated and not
fully recoverable.
An impairment loss is recognised for the amount by which the asset's carrying
amount exceeds its recoverable amount. The recoverable amount is the higher of
an asset's fair value less costs of disposal ("FVLCD") and value in use
("VIU"). For the purposes of assessing impairment, assets are grouped at the
lowest levels for which there are separately identifiable cash inflows, which
are largely independent of the cash inflows from other assets or groups of
assets ("cash-generating units" or "CGUs").
Intangible assets other than goodwill that have been previously impaired, are
reviewed for possible reversal of the impairment at the end of each reporting
period.
(K) Financial assets
Financial assets comprise trade receivables, work in progress, accrued
income, other receivables and cash and cash equivalents. The accounting policy
for derivative financial instruments is disclosed separately.
Financial assets are measured at either amortised cost, fair value through
profit or loss ("FVTPL") or fair value through other comprehensive income
("FVOCI") depending on the business model objective for managing financial
assets and their contractual cash flow characteristics.
All financial assets held by the Group are measured at amortised cost as they
arise from the provision of services to clients (e.g. trade receivables) or
the objective is to hold the asset to collect contractual cash flows (where
the contractual cash flows are solely payments of principal and interest).
Financial assets measured at amortised cost are recognised on the trade date,
being the date that the Group became party to the contractual provisions of
the instrument. They are initially recognised at fair value less transaction
costs and then are subsequently carried at amortised cost using the effective
interest rate method, less provision for impairment.
Financial assets are derecognised when the contractual rights to the cash
flows from the asset expire, or the rights to receive the contractual cash
flows from the transaction in which substantially all of the risks and rewards
of ownership of the financial asset have been transferred. The Group assesses,
on a forward-looking basis, the expected credit losses ("ECL") associated with
its financial assets carried at amortised cost. The impairment methodology
applied takes into consideration whether there has been a significant increase
in credit risk.
(L) Property, plant and equipment
Items of property, plant and equipment are initially recorded at cost and are
stated at historical cost, less depreciation and impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets
less their residual values over their useful lives, using the straight-line
method, on the following bases:
· Computer equipment - 4 years
· Office furniture and equipment - 4 years
· Leasehold improvements - over the period of the lease
The estimated useful lives, residual values and depreciation methods are
reviewed at the end of each reporting period, with the effect of any changes
in estimate accounted for on a prospective basis.
An asset's carrying amount is written down immediately to its recoverable
amount, if the asset's carrying amount exceeds its estimated recoverable
amount.
An item of property, plant and equipment, and any significant part initially
recognised, is derecognised upon disposal or when no future economic benefits
are expected from its use or disposal. Any gain or loss arising on
derecognition of the asset (calculated as the difference between the net
disposal proceeds and the carrying amount of the asset) is included in the
consolidated income statement when the asset is derecognised.
For right-of-use assets, upon inception of a contract, the Group assesses
whether a contract conveys the right to control the use of an identified asset
for a period in exchange for consideration, in which case it is classified as
a lease. The Group recognises a right-of-use asset and a lease liability at
the lease commencement date. Right-of-use assets are measured at cost,
comprising of the following: the amount of the initial measurement of lease
liability; any lease payments made at or before the commencement date less any
lease incentives received; any initial direct costs and estimated restoration
costs.
(M) Other non-financial assets
Incremental costs to obtain or fulfil a contract (i.e. costs that would not
have been incurred if the contract had not been obtained) and the
costs incurred to fulfil a contract, are recognised within non-financial
assets if the costs are expected to be recovered. The capitalised costs are
amortised on a straight-line basis over the estimated useful economic life of
the contract. The carrying amount of the asset is tested for impairment on an
annual basis.
(N) Investments
(i) Investments in associate
An associate is an entity in which the Group has significant influence, but
not control or joint control, over the financial and operating policies. The
Group's interest in an equity-accounted investee solely comprises an interest
in an associate.
Investments in associates are accounted for using the equity method. Under the
equity method, the investment in an associate is initially recognised at cost,
which includes transaction costs. Subsequent to initial recognition, the
carrying amount of the investment is adjusted to recognise the Group's share
of post-acquisition profits or losses in the consolidated income statement
within EBITDA, and the Group's share of movements in other comprehensive
income of the investee in other comprehensive income.
Unrealised gains and losses resulting from transactions between the Group and
the associate are eliminated to the extent of the interest in the associate.
At each reporting date, the carrying value of the investment in associate is
assessed for impairment by comparing it to the recoverable amount being the
higher of the asset's FVLCD and VIU.
(ii) Other investments
Other investments are held at cost and assessed for impairment at the end of
each reporting date.
(O) Financial liabilities
The Group classifies its financial liabilities as either amortised cost or
FVTPL, depending on the purpose for which the liability was acquired.
All financial liabilities are measured at amortised cost, with the exception
of liability-classified contingent consideration, which is measured at FVTPL.
The accounting policy for derivative financial instruments is disclosed
separately.
(i) Contingent consideration
Contingent consideration that is classified as an asset or liability is
remeasured at subsequent reporting dates at fair value, with
the corresponding gain or loss being recognised in the consolidated income
statement. Contingent consideration that is classified as equity is not
remeasured at subsequent reporting dates and its subsequent settlement is
accounted for within equity.
(ii) Loans and borrowings
Loans and borrowings are initially recognised at fair value, net of
transaction costs incurred and subsequently measured at amortised cost. Any
difference between the proceeds (net of transaction costs) and the redemption
amount is recognised in the consolidated income statement over the period of
the borrowings using the effective interest rate method.
Loans and borrowings are removed from the consolidated balance sheet when the
obligation specified in the contract is discharged, cancelled or has expired.
The difference between the carrying amount of a financial liability that has
been extinguished or transferred to another party and the consideration paid,
including any non-cash assets transferred or liabilities assumed, is
recognised in the consolidated income statement as net finance charge.
Borrowings are classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability for at least 12
months after the reporting period.
(iii) Trade and other payables
Trade and other payables represent liabilities incurred for goods and services
provided to the Group prior to the end of the financial year, which are
unpaid. They are recognised initially at fair value and subsequently measured
at amortised cost using the effective interest method and are presented as
current liabilities unless payment is not due within twelve months after the
reporting period. The Group derecognises a financial liability when its
contractual obligations have been discharged, cancelled or expired.
(iv) Leases
Lease liabilities are financial liabilities measured at amortised cost. They
are initially measured at the NPV of the following lease payments:
· Fixed payments, less any lease incentives receivable
· Variable lease payments that are based on an index or a rate
· Amounts expected to be payable by the lessee under residual
value guarantees
· The exercise price of a purchase option if the lessee is
reasonably certain to exercise that option
· Payments of penalties for terminating the lease, if the lease
term reflects the lessee exercising that option
Lease payments to be made under reasonably certain extension options are also
included in the measurement of the liability. The lease payments are
discounted using the interest rate implicit in the lease. If that rate cannot
be determined, which is generally the case for leases in the Group, the
lessee's incremental borrowing rate is used, being the rate that the lessee
would have to pay to borrow the funds necessary to obtain an asset of similar
value to the right-of-use asset in a similar economic environment, with
similar terms, security and conditions. The incremental borrowing rate applied
to each lease was determined considering the Group's borrowing rate and the
risk-free interest rate, adjusted for factors specific to the country,
currency and term of the lease.
The Group can be exposed to potential future increases in variable lease
payments, based on an index or rate, which are not included in the lease
liability until they take effect. When adjustments to lease payments based on
an index or rate take effect, the lease liability is reassessed and adjusted
against the right-of-use asset.
Lease payments are allocated between principal and finance cost. The finance
cost is charged to the consolidated income statement over the lease period to
produce a constant periodic rate of interest on the remaining balance of the
liability for each period.
(P) Non-financial liabilities
(i) Deferred income
Fixed fees received in advance across all the service lines and upfront fees
in respect of services due under contract are time apportioned to respective
accounting periods and those billed but not yet earned, are included in
deferred income in the consolidated balance sheet. As such liabilities are
associated with future services, they do not give rise to a contractual
obligation to pay cash or another financial asset.
(ii) Contract liabilities
Commissions expected to be paid over the term of a customer contract are
discounted and recognised at the NPV. The finance cost is charged to the
consolidated income statement over the contract life to produce a constant
periodic rate of interest on the remaining balance of the liability for each
period.
(Q) Provisions
Provisions are recognised when the Group has a present obligation (legal or
constructive) as a result of a past event, it is probable that an outflow of
resources will be required to settle the obligation and a reliable estimate
can be made of the amount of the obligation. Provisions are not recognised for
future operating losses. The amount recognised as a provision is the best
estimate of the consideration required to settle the present obligation at the
end of the reporting period, considering the risks and uncertainties
surrounding the obligation. If the impact of the time value of money is
material, provisions are determined by discounting the expected future cash
flows at a pre-tax rate that reflects current market assessments of the time
value of money and the risks specific to the liability. The unwinding of the
discount is recognised as a finance cost in the consolidated income statement.
(i) Dilapidations
The estimated cost of the dilapidations payable at the end of each tenancy,
unless specified, is generally estimated by reference to the square footage of
the building and in consultation with local property agents, landlords and
prior experience. Having estimated the likely amount due, a country-specific
discount rate is applied to calculate the present value of the expected
outflow. The provisions are expected to be utilised when the leases expire or
upon exit. The discounted dilapidation cost has been capitalised against the
leasehold improvement asset in accordance with IFRS 16.
(R) Dividends
Provision is made for the amount of any dividend declared, being appropriately
authorised and no longer at the discretion of the Board, on or before the end
of the reporting period, but not distributed at the end of the reporting
period. Interim dividends are recognised when paid.
(S) Derivative financial instruments
The Group uses derivative financial instruments to hedge its exposure to
interest rate risks. All derivative financial instruments are initially
measured at fair value on the contract date and subsequently remeasured at
fair value at each reporting date. Derivatives are only used for economic
hedging purposes and not as speculative investments. Hedge accounting is
applied only where all of the following conditions are met:
· Formal documentation exists of the relationship between the
hedging instrument and hedged item at inception
· The hedged cash flows must be highly probable and must present
an exposure to variations in cash flows that could affect comprehensive income
· The effectiveness of the hedge can be reliably measured
· An economic relationship exists, with the relationship being
assessed on an ongoing basis
For qualifying cash flow hedges, the fair value gain or loss associated with
the effective portion of the cash flow hedge is recognised initially in other
comprehensive income and is released to the consolidated income statement in
the same period during which the hedged item will affect the Group's results.
Any ineffective portion of the gain or loss on the hedging instrument is
recognised in the consolidated income statement immediately.
2.4. Change to accounting policies
For the year ended 31 December 2025, the Group did not adopt any new standards
or amendments issued by the International Accounting Standards Board or
interpretations by the IFRS IC that have had a material impact on the
consolidated financial statements. The only amendment effective from 1 January
2025 was Amendments to IAS 21 - Lack of Exchangeability.
Certain new accounting standards, amendments and interpretations have been
published that are not mandatory for the 31 December 2025 reporting period and
have not been early adopted by the Group. These are not expected to have a
material impact on the Group in the current or future reporting periods or on
foreseeable future transactions, with the exception of the IFRS 18
'Presentation and Disclosure in Financial Statements', which will change how
certain aspects of the consolidated financial statements are presented. This
new accounting standard becomes effective for annual reporting periods
beginning on or after 1 January 2027 and will be adopted by the Group.
3. Critical accounting estimates and judgements
In the application of the Group's accounting policies, Management are required
to make judgements, estimates and assumptions about the carrying amounts of
assets and liabilities that are not readily apparent from other sources. The
estimates and associated assumptions are regularly evaluated based on
historical experience, current circumstances, expectation of future events and
other factors that are considered to be relevant. Actual results may differ
from these estimates. In preparing the consolidated financial statements,
Management have ensured they have assessed the macroeconomic environment and
global landscape when applying IFRS Accounting Standards.
This note provides an overview of the areas that involved a higher degree of
judgement or complexity, and of items which are more likely to be materially
adjusted due to incorrect estimates and assumptions.
The following are the critical judgements and estimates that Management have
made in the process of applying the Group's accounting policies, and that have
the most significant effect on the amounts recognised in the consolidated
financial statements.
3.1. Critical judgements in applying the Group's accounting policies
Recognition of separately identifiable intangible assets
During the year, the Group acquired the Citi Trust Businesses ("Citi Trust")
and Kleinwort Hambros Trust Company (CI) Limited and its subsidiaries ("KHT").
IFRS 3 'Business Combinations' requires Management to identify assets and
liabilities purchased, including intangible assets. Following their
assessment, Management concluded that only customer relationships meet the
recognition criteria. The fair values at acquisition date have been disclosed
within note 15.
Recognition of the Employee Incentive Plan ("EIP") awards
On 25 July 2024, 4,707,098 share awards were granted to employees following
the conclusion of the Galaxy business plan, which ran from 1 January 2021 to
31 December 2023. These shares vested in two tranches: 50% vested upon grant;
and 50% over the one-year vesting period to 25 July 2025 (see note 6.1).
Management concluded that prior to the grant date, employees had no reasonable
expectation of these awards and that it was not possible to reliably estimate
their fair value. Given this, the expense was recognised only upon grant,
being the date the award was communicated to employees and up until the end of
the one-year vesting period.
The Cosmos business plan (which commenced on 1 January 2024) concluded on 31
December 2025, following an announcement (on 10 November 2025) and subsequent
shareholder approval (on 15 January 2026) of the proposed acquisition of JTC
PLC (see note 2.1). Management communicated directly to employees on 4
December 2025 that an EIP award ("Cosmos award") would be granted upon
completion of the proposed acquisition (see note 6.1). While there is no
contractual obligation to grant the Cosmos award (as this remains at the
discretion of the Remuneration Committee and Trustees of the EBT); Management
concluded that the communication to employees, together with the advanced
stage of the acquisition process, a constructive obligation has been created
under IAS 19 and IFRS 2.
In addition, Management have concluded that the expense related to the
Cosmos award can be reliably estimated, based on the offered and accepted
price per share of £13.40 from Papilio Bidco Limited and an estimate of the
number of own shares held by the EBT prior to the proposed acquisition.
Accordingly, Management have determined, that for the Cosmos business plan,
employees would have a substantive and reasonable expectation that the Cosmos
award will be granted upon completion of the proposed acquisition, and that
the fair value of these awards can be reliably estimated. As a result, for the
year ended 31 December 2025, an expense has been recognised over the vesting
period from 4 December 2025 (when the Cosmos award was communicated directly
to employees) to the estimated completion date of the proposed acquisition,
being 30 September 2026, reflecting the service period in which employees earn
their entitlement to the Cosmos awards.
Management expect the Cosmos awards to be cash-settled and paid immediately
following the completion of the proposed acquisition.
3.2. Critical accounting estimates and assumptions
Recoverability of work in progress ("WIP")
To assess the fair value of consideration received for services rendered,
Management are required to make an assessment of the net unbilled amount
expected to be collected from clients for work performed to date. To make this
assessment, WIP balances are reviewed regularly on a by-client basis and the
following factors are taken into account: the ageing profile of the WIP, the
agreed billing arrangements, value added and status of the client
relationship. See note 19 for the sensitivity analysis on the recoverability
of WIP.
Goodwill impairment
Goodwill is tested annually for impairment and the recoverable amount of each
CGUs is determined based on the higher of value in use and fair value less
cost of disposal calculations that use cash flow projections containing
significant assumptions. See note 16.1 for further information including
sensitivity analysis on significant assumptions.
Fair value of customer relationship intangibles
The customer relationship intangible assets are valued using the multi-period
excess earnings method financial valuation model. Cash flow forecasts and
projections are produced by Management and form the basis of the valuation
analysis. Other significant estimates and assumptions used in the modelling to
derive the fair values include the discount rate applied to free cash flow and
annual client attrition rates. See note 17.1 for the sensitivity analysis on
significant assumptions.
4. Operating segments
4.1. Basis of segmentation
The Group has a multi-jurisdictional footprint and the core focus of
operations is on providing services to its institutional and private client
base, with revenues from alternative asset managers, financial institutions,
corporates, HNW and UHNW individuals and family office clients.
The Chief Executive Officer and Chief Financial Officer are together the Chief
Operating Decision Makers of the Group and determine the appropriate business
segments to monitor financial performance. Each segment is defined as a set of
business activities generating a revenue stream, determined by divisional
responsibility and the management information reviewed by the Board. They have
determined that the Group has two reportable segments: these are Institutional
Capital Services (ICS) and Private Capital Services (PCS). Business activities
include the following:
Fund services
Supporting a diverse range of asset classes, including real estate, private
equity, renewables, hedge, debt and alternative asset classes, providing a
comprehensive set of fund administration services (e.g. fund launch, NAV
calculations, accounting, compliance and risk monitoring, investor reporting
and listing services).
Corporate services
Includes clients spanning across small and medium entities, public companies,
multinationals, sovereign wealth funds, fund managers, HNW and UHNW
individuals and families requiring a 'corporate' service for business and
investments. As well as entity formation, administration, cash management and
other company secretarial services, the Group services international and local
pension plans, employee share incentive plans, employee ownership plans and
deferred compensation plans.
Private wealth services
Supporting HNW and UHNW individuals and families, from 'emerging
entrepreneurs' to established single and multi-family offices. Services
include JTC's own comprehensive Private Office, a range of cash management,
foreign exchange and lending services, as well as the formation and
administration of trusts, companies, partnerships and other vehicles and
structures across a range of asset classes, including cash and investments.
4.2. Segmental information
The table below shows the segmental information provided to the Board for the
two reportable segments on an underlying basis:
ICS PCS Total
2025 2024 2025 2024 2025 2024
£'000
£'000
£'000
£'000
£'000
£'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%
Caribbean(1) 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 2024
£'000 £'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 benefits(1) 8,865 6,761
Share-based payments 6.5 2,818 2,480
Employee Incentive Plan ("EIP") share-based payments 6.5 16,772 34,506
Total staff expenses 226,341 196,619
1 Employee pension benefits include defined contributions of £8.67m
(2024: £6.49m) and defined benefits of £0.19m (2024: £0.28m).
6. Share-based payments
6.1. Employee Incentive Plan ("EIP")
JTC adopted the current EIP upon listing on the London Stock Exchange in March
2018. All permanent employees of the Group, excluding the Executive Directors
of JTC PLC, are eligible to be granted an award under the EIP. The grant, vest
and issue of shares to satisfy awards, is at the discretion of the
Remuneration Committee (consisting solely of the independent non-executive
directors) and the Trustees of the EBT.
On 25 July 2024, 4,707,098 share awards were granted to employees, following
the conclusion of the Galaxy business plan, which ran from 1 January 2021 to
31 December 2023. Each award was separated into two tranches: 50% vested at
the grant date ("Tranche one") and 50% was a deferred award in the form of a
conditional right to receive shares on the first anniversary of grant, subject
to the achievement of the applicable performance conditions ("Tranche two").
Tranche one was expensed in full upon grant and Tranche two was expensed over
the one-year vesting period to 25 July 2025. The expense recognised for the
year ended 31 December 2025 equates to £13.7m (2024: £34.5m).
Details of the movements in the number of shares as follows:
2025 2024
No. of shares £'000 No. of shares £'000
(thousands)
(thousands)
Outstanding at the beginning of the year 2,247 23,132 - -
Granted(1) 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 date(1) No. of shares Fixed amount at fair value
(thousands)
£'000
PSP 2021 01.01.2021 - 31.12.2023 20.05.2021 09.04.2024 283 1,507
PSP 2022 01.01.2022 - 31.12.2024 19.04.2022 08.04.2025 246 1,384
PSP 2023 01.01.2023 - 31.12.2025 11.04.2023 (1) 414 2,328
PSP 2024 01.01.2024 - 31.12.2026 09.04.2024 (1) 360 2,420
PSP 2025 01.01.2025 - 31.12.2027 08.04.2025 (1) 362 2,144
1 The vesting of awards is subject to continued employment and
achievement of performance conditions over the specified period. The awards
will vest for each PSP when the conditions have been measured for the relevant
performance period.
Details of movements in the number of shares are as follows:
2025 2024
No. of shares £'000 No. of shares £'000
(thousands)
(thousands)
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)
Forfeited(2) (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 date(1) Vest date(2) No. of shares Fixed amount
(thousands)(1)
£'000
ED DBSP 1 01.01.2023 - 31.12.2023 09.04.2024 01.01.2026 42 347
ED DBSP 2 (3) 01.01.2024 - 31.12.2024 09.04.2025 01.01.2027 39 448
ED DBSP 3 01.01.2025 - 31.12.2025 - 01.01.2028 - 410
1 The grant date and number of shares will be determined following the
release of this Annual Report.
2 The vesting of awards is subject to continued employment up to the
vest date.
3 Granted in the form of restricted shares, which have been
transferred to the Executive Directors (see note 31.2), but remain subject to
restrictions and risk of forfeiture until the vesting date.
Details of movements in the number of shares are as follows:
2025 2024
No. of shares £'000 No. of shares £'000
(thousands)
(thousands)
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 date(1) No. of shares Fixed amount
(thousands)
£'000
DBSP 4 01.01.2021 - 31.12.2021 19.04.2022 01.01.2024 67 476
DBSP 5 01.01.2022 - 31.12.2022 11.04.2023 01.01.2025 96 679
1 The vesting of awards is subject to continued employment up to the
vest date.
Details of movements in the number of shares are as follows:
2025 2024
No. of shares £'000 No. of shares £'000
(thousands)
(thousands)
Outstanding at the beginning of the year 89 641 153 1,092
Exercised (89) (641) (61) (432)
Forfeited - - (3) (19)
Outstanding at the end of the year - - 89 641
6.4. Other awards
Ad hoc awards
The Group may offer ad hoc awards to Directors joining the business. The award
is expensed from the start of their employment, with the value being a fixed
amount as stated in the employee's offer letter. The number of shares awarded
is determined by the mid-market close price at the grant date, which is
at the next available window after their start date (typically April or
September). The awards vest two years following grant, subject to continued
employment.
New joiner awards
As part of the Group's commitment to 100% employee share ownership, a share
award is made to every employee joining the business. The award is expensed
from the start of their employment, with the amount based on a pre-determined
number of shares as stated in the employee's offer letter. Following
successful completion of their probationary period, the shares are granted at
the next available window (typically April or September). The awards vest two
years following grant subject to continued employment.
Employee referral scheme
As part of the Group's employee referral scheme, permanent employees up to
senior manager level are eligible to receive a pre-determined bonus when a
referred employee is hired following completion of their probation period. The
award comprises an initial 50% cash payment and a 50% share award. The number
of shares will be calculated using the mid-market close price on the date that
the referred employee completes their probationary period and is expensed from
this date. The shares are granted at the next available window (typically
April and September) and will vest one year following grant, subject to
continued employment.
Details of movements in the number of shares are as follows:
2025 2024
No. of shares £'000 No. of shares £'000
(thousands)
(thousands)
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 2024
£'000 £'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 2024
£'000 £'000
Present value of funded obligations (4,882) (3,747)
Fair value of plan assets(1) 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 2024
Years
Years
Mortality probabilities for pensioners at age 65
- Males 21.92 21.86
- Females 23.69 23.61
Mortality probabilities at age 65 for current members aged 45
- Males 23.62 23.54
- Females 25.29 25.21
8. Other operating expenses
2025 2024
£'000
£'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 2024
£'000 £'000
EBITDA 78,245 49,060
Non-underlying items within EBITDA:
Acquisition and integration costs(1) 26,657 15,272
Office start-ups(2) 1,432 585
Other 908 365
EIP share-based payments(3) 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 balances(4) (2,939) 975
Amortisation of customer relationship, acquired software and brands(5) 17 22,396 16,889
Amortisation of loan arrangement fees(5) 12 1,249 1,348
Unwinding of NPV discounts for contingent consideration(5) 12 4,734 6,143
Temporary tax differences(5) 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 2024
£'000 £'000
Depreciation of right-of-use assets 22 8,851 7,461
Depreciation of property, plant and equipment 22 3,536 2,583
Amortisation of other intangible assets 17 25,332 18,973
Amortisation of assets recognised from costs to obtain or 23 1,453 1,102
fulfil a contract
Total depreciation and amortisation 39,172 30,119
11. Other losses
Note 2025 2024
£'000 £'000
Loss on revaluation of contingent consideration 26 (1,443) (2,019)
Gain on settlement of contingent consideration 199 -
Foreign exchange losses(1) 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 2024
£'000 £'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 discounts(1) 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 2024
£'000 £'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 2024
£'000 £'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 2024
£'000 £'000
Profit/(loss) before tax 8,350 (7,402)
Tax on profit/(loss) on ordinary activities at Jersey income tax rate of 10% 835 (740)
(2024: 10%)
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 2024
Pence 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 2024
£'000 £'000
Profit/(loss) for the year 933 (7,256)
No. of shares No. of shares
(thousands) (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 2024
£'000 £'000
Profit/(loss) for the year 933 (7,256)
No. of shares No. of shares
(thousands) (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 2024
£'000 £'000
Underlying profit for the year 9 76,535 68,264
No. of shares No. of shares
(thousands) (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 Adjustments Fair value Fair value
£'000 £'000 £'000 $'000
Intangible assets - customer relationships 17.1 - 30,438 30,438 41,794
Property, plant and equipment(1) 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 liabilities(1) - 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 Adjustments Fair value
£'000 £'000 £'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 Less: cash acquired Net
consideration £'000 £'000
£'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 Less: cash acquired Net
consideration £'000 £'000
£'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: Note Balance at Combination Business Exchange Balance at
CGU 1 Jan 2025 of CGUs combinations differences £'000 31 Dec 2025
£'000 £'000 £'000 £'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 - NYPTC(1) 7,507 (7,507) - - -
US - FRTC(1) 7,834 (7,834) - - -
US - Delaware(1) - 15,341 - (1,047) 14,294
Special Situations(2) 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: Balance at Combination Business Exchange Balance at
CGU 1 Jan 2024 of CGUs combinations differences £'000 31 Dec 2024
£'000 £'000 £'000 £'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 Situations(2) - - 55,657 730 56,387
Ireland - AIFM 8,896 - - (409) 8,487
UK 11,993 - 1,794 - 13,787
Total 522,964 - 65,109 4,114 592,187
1 The US - NYPTC and US - FRTC CGUs were made up of one legal entity
each: JTC Trust Company (Delaware) Limited and JTC Trustees (Delaware) LLC
respectively. On 1 May 2025, these entities merged and Management began to
forecast, monitor and drive growth through one combined offering. Due to this,
Management concluded that both CGUs should form one new CGU known as US -
Delaware.
2 Cayman-FFP has been renamed to Special Situations following a
rebrand in 2025.
16.1. Impairment of goodwill
Key assumptions used to calculate the recoverable amount for each CGU
The recoverable amount of all CGUs has been determined based on the higher of
value in use ("VIU") and fair value less cost of disposal ("FVLCD"). Projected
cash flows are calculated with reference to each CGU's latest budget and
business plan, which are subject to a rigorous review and challenge process.
Management prepare the budgets through an assessment of historical revenues
from existing clients, the pipeline of new projects, historical pricing, and
the required resource base needed to service new and existing clients, coupled
with their knowledge of wider industry trends and the economic environment.
Year 1 cash flow projections are based on the latest approved budget and years
2 to 5 on detailed outlooks prepared by Management. The US - ICS CGU employs a
10-year period due to the significantly longer useful economic life of their
customer relationships, where these cash flow projections are able to be
accurately forecast due to their recurring nature and increased client
longevity.
The terminal growth rate considers the long-term average growth expectation
for the jurisdiction and services provided.
Management estimate discount rates using pre-tax rates that reflect current
market assessments of the time value of money. In assessing the discount rate
applicable to the Group the following factors have been considered:
· Long-term treasury bond rates for the relevant jurisdiction
· The cost of equity based on an adjusted Beta for the relevant
jurisdiction
· The risk premium to reflect the increased risk of investing in
equities
Management have given due consideration to climate change and any potential
impact on projected cash flows. Such is the nature of JTC's business and the
diversification of customer relationships, that Management have concluded the
impact to be immaterial to each of the CGUs recoverable amount.
The recoverable amount for the US - SDTC, Special Situations and Ireland -
AIFM CGUs were determined based on FVLCD. These were calculated using a
discounted cash flow model, utilising Level 3 inputs under IFRS 13 fair value
hierarchy.
A summary of the values assigned to the key assumptions used in the VIU and
FVLCD are as follows:
· Forecasted average annual revenue growth rate: up to 20%
· Terminal value growth rate: between 1.8% and 4.0%
· Discount rate: between 9.7% and 15.0%
The key assumptions used for CGUs, where the carrying amount is a significant
proportion of the Group's total carrying value of goodwill, is as follows:
Forecasted average annual revenue Terminal value Discount rate
growth rate
growth 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 Brands Software Regulatory Total
relationships £'000 £'000 licence £'000
£'000 £'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 year(1) 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 Useful Carrying amount
period end economic
life ("UEL")
Acquisitions Note 2025 2024
£'000 £'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 Loss allowance £'000 Net
£'000 £'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 Loss Net
£'000 allowance £'000 £'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 2024
£'000 £'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 2024
£'000 £'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 2024
£'000 £'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 2024
£'000 £'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 Office furniture and equipment Leasehold Total Total
equipment £'000 improvements Property, plant and equipment Right-of-use
£'000 £'000 £'000 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 2024
£'000 £'000
Non-current
Costs to obtain or fulfil a contract(1) 2,302 2,429
Prepayments 600 431
Total other non-current assets 2,902 2,860
Current
Prepayments 8,180 7,128
Other receivables(2) 5,022 2,642
Loan receivable from third party 1,700 1,556
Costs to obtain or fulfil a contract(1) 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 Nature of Measurement 2025 2024 2025 2024
incorporation relationship method % % £'000 £'000
Kensington International Group Pte. Ltd Singapore Associate(1) Equity method 42 42 2,789 2,740
Harmonate Corp. United States Investment(2) Cost 14.1 11.2 743 798
FOMTech Limited United Kingdom Investment(3) 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 2024
£'000 £'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 2024
£'000 £'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 2024
£'000 £'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 2024
£'000 £'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 2024
£'000 £'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 2024
£'000 £'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 2024
£'000 £'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 Drawdowns Repayment Amortisation Foreign exchange At 31 December
January £'000 £'000 release £'000 2025
2025 £'000 £'000
£'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 Drawdowns Repayment Amortisation Foreign exchange At 31 December
January £'000 £'000 release £'000 2024
2024 £'000 £'000
£'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 2024
£'000 £'000
SDTC(1) - 25,158
Total non-current contingent consideration - 25,158
SDTC(1) 25,753 26,486
perfORM(2) 4,902 6,558
FTI 48 -
FFP(3) - 30,450
Hanway(4) - 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 2024
£'000 £'000
Trade payables 3,589 2,917
Other taxation and social security 1,306 1,454
Other payables 9,044 5,486
Accruals(1) 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 2024
£'000 £'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 2024
£'000 £'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 2024
£'000 £'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 2024
£'000 £'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 2024
£'000 £'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 2024
£'000 £'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 2024
£'000 £'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 2024
£'000 £'000
Authorised
300,000,000 Ordinary shares (2024: 300,000,000 Ordinary shares) 3,000 3,000
Called up, issued and fully paid
172,006,514 Ordinary shares (2024: 168,753,026 Ordinary shares) 1,720 1,688
Ordinary shares have a par value of £0.01 each. All shares are equally
eligible to receive dividends and the repayment of capital and represent one
vote at shareholders' meetings of JTC PLC.
Movements in Ordinary shares Note No. of shares Par value Share premium
(thousands)
£'000 £'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 issue(1) 1,703 17 -
Acquisition of SDTC 26 838 8 6,989
Acquisition of Blackheath 10 - 88
Acquisition of FFP 26 702 7 5,918
3,253 32 12,995
Less: Cost of share issuance - - (57)
Movement in the year 3,253 32 12,938
At 31 December 2025 172,006 1,720 419,586
1 On 30 June 2025, the Company issued an additional 1,703,035 Ordinary
shares to the Company's Employee Benefit Trust ("PLC EBT") in order for PLC
EBT to satisfy anticipated future exercises of awards granted to
beneficiaries.
31.2. Own shares
Own shares represent the shares of the Company that are unallocated and
currently held by PLC EBT. They are recorded at cost and deducted from equity.
When shares vest unconditionally, are cancelled or are reissued, they are
transferred from the own shares reserve at their cost. Any consideration paid
or received for the purchase or sale of the Company's own shares is shown as a
movement in Shareholders' equity.
Note No. of shares PLC EBT
(thousands)
£'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 awards(1) 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 2024
£'000 £'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 2024
£'000 £'000
Interest rate swaps - cash flow hedges - 341
Total derivative financial instruments - 341
Note 2025 2024
£'000 £'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 2024
£'000 £'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 2024 2025 2024 2025 2024
£'000 £'000 £'000 £'000 £'000 £'000
Trade receivables 30,003 19,459 3,481 2,653 24,926 22,341
Work in progress 14,705 12,966 1,687 1,422 764 1,352
Accrued income 15,235 12,014 2,502 2,553 19,919 12,724
Other receivables 1,440 1,118 540 376 4,316 2,507
Cash and cash equivalents 21,642 15,321 18,489 18,271 102,911 53,499
Trade and other payables (27,186) (13,939) (3,142) (3,415) (12,433) (9,568)
Loans and borrowings (273,663) (237,162) - - (98,983) (36,898)
Contingent consideration (4,902) (8,023) - - (25,753) (82,493)
Lease liabilities (30,019) (28,742) (8,437) (7,030) (24,720) (13,187)
Total net exposure (252,745) (226,988) 15,120 14,830 (9,053) (49,723)
For the year ended 31 December 2025, mainly due to the Euro and United States
dollar foreign currency exchange rate movements, the Group have recognised the
following:
· A foreign exchange loss of £30.4m in other comprehensive income
(2024: £6.2m gain) upon translating our foreign operations to our functional
currency
· A foreign exchange loss of £0.4m (2024: £1.1m loss) in the
consolidated income statement upon the retranslation of monetary assets and
liabilities denominated in foreign currencies (see note 11)
The following table illustrates the possible effect on comprehensive loss for
the year and net assets arising from a 20% strengthening or weakening of UK
sterling against other currencies.
Strengthening/ Effect on comprehensive income and net assets
(weakening) of
UK sterling(1)
2025 2024
£'000 £'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 2025 2025 2024 2024 2024
£'000 £'000 £'000 £'000 £'000 £'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 6 - 12 1 - 3 3 - 5 5 - 10 >10 Total
months months years years years years contractual
£'000 £'000 £'000 £'000 £'000 £'000 cash flow
£'000
Loans and borrowings(1) 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 6 - 12 1 - 3 3 - 5 5 - 10 >10 Total
months months years years years years contractual
£'000 £'000 £'000 £'000 £'000 £'000 cash flow
£'000
Loans and borrowings(1) 8,568 8,710 304,741 - - - 322,019
Trade and other payables 27,108 - - - - - 27,108
Contingent consideration 50,314 149 20,923 - - - 71,386
Lease liabilities 4,460 4,088 15,484 12,467 17,846 8,200 62,545
Total 90,450 12,947 341,148 12,467 17,846 8,200 483,058
1 This includes the future interest payments not yet accrued and the
repayment of capital upon maturity.
35. Capital management
35.1. Risk management
The Group's objective for managing capital is to safeguard the ability to
continue as a going concern, while maximising the return to Shareholders
through the optimisation of the debt and equity balance, and to ensure capital
adequacy requirements are met for local regulatory requirements at entity
level.
The managed capital refers to the Group's debt and equity balances; for
quantitative disclosures, see note 25 for loans and borrowings and note 31 for
share capital. For the Group's risk management and strategy regarding interest
rate and foreign exchange risk, see note 34.1.
35.2. Loan covenants
The Group has bank loans and other borrowings which require it to meet
leverage and interest cover covenants. In order to achieve the Group's capital
risk management objective, the Group aims to ensure that it meets financial
covenants attached to borrowings. Breaches in meeting the financial covenants
would permit the lender to immediately recall the borrowings. In line with the
bank loan and USPP agreements, the Group tests compliance with the financial
covenants on a bi-annual basis.
35.3. Capital adequacy
Individual regulated entities within the Group are subject to regulatory
requirements to maintain adequate capital and liquidity to meet local
requirements; all are monitored regularly to ensure compliance. There have
been no breaches of applicable regulatory requirements during the reporting
period.
Under the terms of the bank loan and USPP facility, the Group is required to
comply with the following financial covenants:
· Leverage (being the ratio of total net debt to underlying EBITDA
(for LTM at average exchange rates and adjusted for pro-forma contributions
from acquisitions) for a relevant period) must not be more than 3:1
· Interest cover (being the ratio of underlying EBITDA to net
finance charges) must not be less than 4:1
The Group has complied with all financial covenants throughout the reporting
period and the Board is satisfied that there is sufficient headroom in our
loan covenants.
36. Cash flow information
36.1. Cash generated from operations
2025 2024
£'000
£'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 26,785 20,075
or fulfil a contract
Share-based payments 2,818 2,480
EIP share-based payments 16,772 34,506
Share of profit of equity-accounted investee (204) (430)
Operating cash flows before movements in working capital 97,631 85,616
Net changes in working capital:
(Increase) in receivables (13,494) (15,306)
(Decrease)/increase in payables (4,132) 13,400
Cash generated from operations 80,005 83,710
36.2. Non-underlying items within cash generated from operations
2025 2024
£'000
£'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 Lease liabilities Borrowings <1 year Borrowings Total
<1 year
> 1 year
£'000
> 1 year
£'000
£'000
£'000
£'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 movements(1) 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 movements(1) 2,592 18,894 - (3,212) 18,274
At 31 December 2025 9,417 57,261 - 425,622 492,300
1 Non-cash movements include the capitalisation and amortisation of
loan arrangement fees, foreign exchange movements, additions and disposals of
lease liabilities relating to right-of-use assets and the unwinding of NPV
discounts.
36.4. Net debt
2025 2024
£'000
£'000
Bank loans 370,627 271,552
Other borrowings 54,995 -
Cash allocated against regulatory and capital adequacy requirements(1) 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) Jersey Trading 100
Limited)(1)
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) Cayman Islands Trading 100
Limited)(1)
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) Switzerland Trading 100
Limited)(1)
JTC Poland sp.z.o.o(1) 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 UK Trading 100
Trust Company (UK) Limited)(1)
JTC USA Holdings, Inc. US Trading 100
JTC Miami Corporation US Trading 100
JTC Trust Company (South Dakota) Ltd US Trading 100
Essential Fund Services, LLC US Trading 100
SALI Fund Management, LLC US Trading 100
JTC Americas Holdings, LLC US Holding 100
JTC Americas TrustCo Holdings, LLC US Holding 100
Segue Partners, LLC US Trading 100
JTC Trust Company (Delaware) Limited US Trading 100
TC3 Group Holding, LLC US Holding 100
South Dakota Trust Company, LLC US Trading 100
JTC Trustees (Delaware) LLC US Trading 100
JTC Trustees (South Dakota) Limited (formerly Citicorp Trust South Dakota)(1) US Trading 100
1 These entities were either incorporated or acquired during the year.
JTC PLC has the following dormant UK subsidiaries that are exempt from filing
individual accounts with the registrar in accordance with Section 448A of
Companies Act 2006: PTC Securities Limited, Stratford Securities Limited, St
James's Securities Limited, JTC Fiduciary Services (UK) Limited, JTC Trustees
(UK) Limited, PTC Investments Limited, Castle Directors (UK) Limited, JTC
Securities (UK) Limited, JTC Corporate Services (UK) Limited, JTC Trustees
Services (UK) Limited and JTC Directors (UK) Limited.
38. Contingencies
The Group operates in a number of jurisdictions and enjoys a close working
relationship with all of its regulators. It is not unusual for the Group to
find itself in discussion with regulators in relation to past events. With any
such discussions, there is inherent uncertainty in the ultimate outcome, but
the Board currently does not believe that any such current discussions are
likely to result in an outcome that would have a material impact upon the
Group.
39. Related party transactions
Balances and transactions between the Company and its subsidiaries, which are
related parties, have been eliminated on consolidation and are not disclosed
in this note.
39.1. Key management personnel
The Group has defined key management personnel as Directors and members of
senior management who have the authority and responsibility to plan, direct
and control the activities of the Group. The remuneration of key management
personnel in aggregate for each of the specified categories is as follows:
2025 2024
£'000
£'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.
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