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CMC Markets plc
Annual Report and Financial Statements 2025
Where
markets
meet
innovation
Strategic report
1 Summary of the year
2 Strategic roadmap
3 At a glance
4 Chairmans statement
6 Operating environment
8 Chief Executive Officer’s statement
10 Business model
11 Our strategy
12 Strategy in action
14 Key performance indicators
16 Financial review
20 Risk management
21 Principal risks
25 Viability report
26 Section 172 statement
28 Stakeholder engagement
30 Sustainability
39 Non-financial information and sustainability
statement
Governance
40 Chairmans governance overview
42 Board of Directors
44 Corporate governance
50 Group Audit Committee report
54 Group Risk Committee report
57 Nomination Committee report
61 Remuneration Committee report
78 Directors’ report
Financial statements
82 Independent auditor’s report
90
Consolidated income statement
90
Consolidated statement of
comprehensiveincome
91
Consolidated statement of financialposition
92 Consolidated statement of changesinequity
93 Consolidated statements of cashflows
93
Notes to the consolidated financial statements
121 Company statement of financialposition
122 Company statement of changesinequity
122 Company statements of cashflows
123
Notes to the Company financial statements
Shareholder information
125 Alternative performance measures
127 Consolidated five-year summary
128 Shareholder information
Discover more online at cmcmarkets.com
When I founded CMC Markets in 1989 it
waswith a simple ethos: to make financial
markets accessible, thereby empowering
investors to realise their trading and
investing needs. That belief remains at the
heart of everything we do and has been
pivotal to our success more than 35 years on.
Today, we continue to deliver against
thatpurpose, standing as a global fintech
leader providing online trading, investing and
increasingly decentralised finance solutions
toboth retail customers and institutions.
Ourunrivalled technology offering, combined
withour innovative culture,positions us for
continued sustainablegrowth in the
yearsahead.”
Lord Peter Cruddas
Founder and Chief Executive Officer
Summary of the year
Operational and strategic highlights
Continued execution of strategy-key
partnerships announced with Revolut
and ASB Bank.
Expansion into Bermuda, providing additional
global reach.
Extended trading hours introduced across 80+
leading US stocks, with further planned.
Building out of decentralised finance capabilities
including launch of 24/7 crypto trading and ability
for clients to fund accounts via stablecoin.
Increased investment in our Invest businesses,
including launch of cash ISA products in the UK.
Continued focus on cost control, with further
efficiencies expected in FY 2026, enabling
reinvestment in growth areas.
Establishment of a Treasury Management and
Capital Markets Division to enhance balance
sheet returns.
Strengthened and refreshed management team
through keysenior hires.
Financial highlights
Net operating income¹
£340.1m
24
£332.8m
£288.4m
23
25
£340.1m
Statutory profit before tax
£84.5m
24
£63.3m
£52.2m
23
25
£84.5m
Underlying EBITDA²
£103.4m
24
£92.7m
£70.1m
23
25
£103.4m
Basic earnings per share
22.6p
24
16.7p
14.7p
23
25 22.6p
Assets under administration
£37.5bn
24
£40.5bn
£39.6bn
23
25 £37.5bn
1. Net operating income represents total revenue net of introducing partner commissions and spread betting levies. A reconciliation to the statutory financials
is provided on page 126.
2. Underlying earnings before interest, taxes, depreciation and amortisation (EBITDA). A reconciliation of underlying EBITDA to statutory profit before tax is
provided on page 126.
Strategic report Governance Financial statements Shareholder information
1 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic roadmap
Purpose
We believe in
empowering
investors to realise
their trading and
investing needs.
Todeliver on this
weaim to deliver
thebesttechnology
andservice to make
financial markets
trulyaccessible.
What we are doing
We are creating a
superior platform
forinvesting, trading
and brokerage.
This is delivered through
threecore brands:
CMC Connect acts as a non-bank liquidity
provider offering access to a wide range of
asset classes.
CMC Markets provides clients access to a
wide variety of trading solutions.
CMC Invest offers a range of products and
tools on its investing platforms.
See our business model on page 10
Allowing us to generate a positive impact
forallourstakeholders
How we are doing it
Our strategic priorities:
Diversified growth
Drive revenue growth and diversification by leveraging our expertise to build long-term
sustainability across a broader geographic footprint while remaining competitive in our
core retail trading operations.
Continued investment
Maximise the potential of our existing technology and data capabilities, harnessing their
full value to enhance our customer offerings—particularly across the business-to-
business segment and emerging Web3.0 and decentralised finance spaces.
Greater balance
Expanding our institutional and investment offerings will create a more balanced
business mix.
Cost focus and discipline
Remain committed to cost and capital efficiency, reinforcing accountability and
disciplined execution to optimise financial and operational performance.
See sustainability on page 30
See our strategy on page 11
2 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
At a glance
Our brands
We operate across...
Where we operate
UK
The UK is our largest market for
trading, complemented by a growing
investment and savings business
under the UK Invest brand.
We also continue to expand our
diversified institutional offering,
including CMC CapX, one of the
mostactive fundraiser of public
companies in the UK.
Net operating income
(FY 2024: £92.3m)
£104.6 m
Rest of the world
We have a significant presence in
Singapore and Europe, with a growing
footprint in the Middle East and
North America. Our core offering in
these regions is focused on trading,
with a small but growing investment
business in Singapore and the USA.
During the year, we also received
regulatory approval in Bermuda,
further expanding our global reach.
8
regulatory licences
(including UK and Australia)
Net operating income
(FY 2024: £131.0m)
£126.3m
Australia
We serve customers across both
trading (including CFDs) and investing,
as one of the most established players
in both markets.
In addition to our direct-to-consumer
offering, we provide a white-labelled
version of our platform in Australia
and have recently secured a similar
partnership with ASB Bank in
New Zealand.
No.2
Biggest stockbroker
inAustralia
Net operating income
(FY 2024: £109.4m)
£109.2m
Markets
Our direct-to-consumer trading
offering under the CMC Markets
brand serves a broad range of
clients, with a focus on larger
professional clients through
CMC Alpha. This segment
continues to be the largest
component of our business.
Contracts for
difference (“CFDs”)
Spreadbetting
Options
Foreign exchange (“FX”)
Invest
Our direct-to-consumer
investing offering, primarily under
the CMC Invest brand, remains a
growing part of the business. We
are a market leader in Australia,
and our expertise positions us
well to scale this offering further.
Stockbroking
Crypto
Cash ISAs
Pensions
Connect
This cuts across both our retail
and trading segments and
comprises:
White-labelling or similar
partnerships, where we provide
our trading and investing
technology to institutional clients.
Our Connect offering,
which includes Prime
Brokerage services.
Liquidity solutions
White-labelling
Prime brokerage
Strategic report Governance Financial statements Shareholder information
3 – CMC Markets plc – Annual Report and Financial Statements 2025
Chairmans statement
Our investment in diversification
and enhancing our B2B offering
– through white-label and API
partnerships and increasing the
investment side of the business –
continues to build momentum with
clients. It positions us to deliver on
our strategic vision.
Strategic progress and
businessdevelopment
To help accelerate the delivery of our diversification
strategy, the Board has taken a long and hard look at
its role, along with other aspects of governance and
organisation, to determine how best to implement the
strategy. It has concluded that the overall intent is to
have a smaller and more strategic Board.
We have also reviewed the Group’s corporate structure
— covering legal entities, committees and reporting
lines. The aim is to achieve greater efficiencies at an
organisational level across our two core sectors,
namely trading and investment, and to enhance the
digital offering across both. This will ultimately result
in a reduction in the number of companies within the
Group and a more focused and symbiotic use of certain
Group companies. An example of the latter is CMC
Invest and Opto Markets now forming a jointly operated
and co-ordinated business unit targeting a single digital
wealth proposition in the UK, USA and Canada.
Although we will be reducing the overall number of
Group companies, we have established a Bermuda
subsidiary to more efficiently expand our retail trading
book in selected jurisdictions. Our staff continue to be
instrumental to our growth and diversification.
Delivering growth
through diversification
As a result of this review of corporate structure and
reporting lines across business units, we have entered
into consultation with over 40 members of staff across
the Group. While it is always a matter of great regret
when colleagues leave the business, we believe
we are now better placed to deliver on our growth
opportunities and leverage our scale to grow profit
margins, while continuing to invest in our products
andtechnology.
Financial performance and dividend
Net operating income rose 2% to £340.1 million in the
year (FY 2024: £332.8 million), following increased client
trading activity and a reduction in impairment charges.
Profit before tax for the year was £84.5 million (FY 2024:
£63.3 million). The Board recommends a final dividend of
8.3 pence per share, resulting in a total dividend payment
of 11.4 pence for the year, in line with our dividend policy of
50% of profit after tax.
Board changes
As mentioned above, the Board has carefully
considered its role and that of senior management
– most notably ExCo – in determining how best to
exploit the opportunities created by the Group’s recent
investment in its diversification strategy. As part of that
process, the Board has consulted with Egon Zehnder.
While their report has not been finalised at the date of
this Annual Report 2025, we have an understanding
of some of their more general recommendations – in
particular, the move to a smaller and more strategically
focused Board. Next year’s Annual Report will provide a
fuller account of the detailed recommendations and our
progress in implementing them.
With significant expansion and global opportunities,
it is important that we are structured and focused
on building our regional reach and forging key
partnerships. To support this, David Fineberg will not
4 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
be putting himself forward for re-election at the 2025
AGM. Instead, he will take up the newly formed role
of Global Head of Strategic Partnerships. This is an
important role in which he will work closely with our
major institutional clients as we build on the success of
our Revolut and StrikeX partnerships, along with our
other key clients. I would like to thank David for his hard
work and insight on the Board, and I am confident he will
embrace the challenges of his new role with enthusiasm
and dedication.
At the same time, Matt Lewis will also not be putting
himself forward for re-election at the 2025 AGM. He
will instead fully focus on his role as Head of ANZ,
particularly to expand our stockbroking and cash
crypto businesses in the region following a record year
and with many upcoming opportunities that demand
increased focus. I would also like to thank Matt for his
contributions on the Board and the opportunities he has
helped us to develop. We look forward to him dedicating
his full time to opportunities in his region.
In addition to these changes, the Board was delighted
to approve the appointment of Laurence Booth to the
Board on 5 June 2025 as our Global Head of Capital
Markets. With a broad global remit, Laurence brings
strategic commercial expertise to the Board.
As advised on 25 February 2025, Albert Soleiman
stepped down as CFO and we thank him for his
contributions over many years. Coverage for that
position is currently being managed at the executive
management level.
Although the Code advises that non-executive
directors should consider nine years as their maximum
tenure, approval was granted at the last AGM (2024) for
my continued appointment as Chairman until the AGM
2025. Given that I have been a non-executive director
of the Company since April 2015 and Chairman since
January 2018, I will have served for ten years and six
months by the AGM on 24 July 2025. Accordingly, I
have not put myself forward for re-election and will be
stepping down at the 2025 AGM. I am very pleased
to confirm that, following a Board meeting on 4 June
2025, it was agreed that Paul Wainscott, our Senior
Independent Director, will become Chairman following
the AGM. I wish him every success in the role.
People and stakeholders
Our workforce remains the bedrock of our business,
and the efforts of our people enable us to deliver on
our strategic goals and provide outstanding service
to our clients. The Board also considers our broader
stakeholder base and the communities in which we
operate — including our partnership with Making the
Leap, our commitment to charitable donations and
support for employee volunteering.
We very much hope and believe that the corporate
and organisational changes set out above will not be
unduly disruptive for our people. The Board would
like to express its gratitude to all CMC employees for
their significant contributions throughout the year, and
particularly during this period of heightened change.
Sustainable and
Responsible Growth
The Board is committed to putting in place the tools and
capabilities for our customers and employees to invest
for a better future. Further information is available in the
sustainability and responsible business section of the
2025 Annual Report and Financial Statements.
Outlook
The outlook for the Group remains positive as we
continue to invest in the business, develop the platforms
and technologies our clients want, and further improve
our operational efficiency – in particular through the
organisational changes highlighted above. We will
continue to build on the work to date in diversifying
the business to position it for future opportunities
and challenges. While there remains the potential for
uncertainty in the financial markets due to ongoing
geopolitical events, the Board will remain focused
onnavigating this period of volatility to the benefit
ofallstakeholders.
James Richards
Chairman
5 June 2025
Exposure to
growth markets
We operate in a diverse range of expanding markets, benefiting
from structural tailwinds that drive demand. Our strong positioning
enables us to capitalise on these opportunities, offering scalable and
highly addressable markets with significant growth potential.
Diversified
and resilient
business model
Our globally diversified business spans multiple geographies and
product offerings. Through our trading and investing divisions, we
cater to both short-term and long-term customer needs, ensuring
resilience across market cycles.
Expanding
high-quality
customer base
We continue to strengthen our core direct-to-consumer offering
while expanding our reach among institutional clients and strategic
partnerships, driving sustainable long-term growth
Market-leading
technology
Our proprietary platforms are best in class, offering industry-leading
reliability and customer satisfaction. Continuous innovation ensures
we remain at the forefront of trading and investment technology.
Positioned for
Web3.0 revolution
Our scalable technology and regulatory expertise position us to
capitalise on emerging trends in digital assets and decentralised
finance, ensuring we remain competitive as market structures evolve.
Strong cash
generation and
shareholder
returns
We have a proven track record of strong cash generation, enabling
us to invest in growth while consistently delivering returns to
shareholders.
Investment case
Why invest?
Strategic report Governance Financial statements Shareholder information
5 – CMC Markets plc – Annual Report and Financial Statements 2025
Operating environment
Adapting to change,
competing for growth
We operate in a fast-paced and competitive environment,
which brings both challenges and exciting opportunities
as we continue to grow.
Changing customer needs
Customer expectations are evolving rapidly, driven by
technological advancements and shifting behaviours.
Clients now demand seamless, real-time trading and
investing experiences, with intuitive interfaces and
powerful analytical tools accessible across devices.
The demand for personalisation is growing, with
investors seeking tailored insights, education and
strategies aligned to their goals and risk profiles. Social
media and online communities continue to influence
investment behaviour, highlighting a shift towards more
collective and real-time decision-making. At the same
time, interest in digital assets is increasing, with clients
seeking greater access to crypto and blockchain-
related investment opportunities.
How we are responding
We continue to enhance our digital platforms with
cutting-edge technology. In trading, we are expanding
our presence on platforms like TradingView, which are
seeing increased use by active traders.
On the investment side, we are building out our global
proposition alongside our established stockbroking
arm in Australia. This includes our partnership with
ASB Bank in New Zealand and the integration of our
UK Invest and Opto Markets teams, where we are
expanding capabilities such as thematic investing
and robo-advisory. We are also preparing for the next
evolution in finance by enhancing our crypto offering and
laying the foundations to participate in the Web 3.0 and
decentralised finance future.
Regulatory environment
The regulatory landscape for financial services
is becoming increasingly stringent and complex.
Regulators across key markets are enhancing client
protection measures, including stricter rules on leverage
limits, disclosure requirements and the marketing of
financial products such as CFDs.
In addition, anti-money laundering and counter-terrorist
financing regulations are tightening, requiring more
robust internal controls and oversight.
The rise of digital assets and decentralised finance is
also prompting new regulatory frameworks, which could
influence future product offerings.
How we are responding
We are investing in robust compliance frameworks,
enhancing our reporting capabilities and ensuring our
products and services meet regulatory standards.
Ourproactive engagement with regulators ensures
westay ahead of changes, safeguarding our reputation
and operational resilience.
At the same time, we continue to diversify our business
to offer a broader spectrum of products catering to a
wider range of clients, helping us remain resilient in the
face of adverse regulatory changes.
Structural growth drivers
Long-term demographic trends continue to drive
structural growth in the trading and investing space.
Ayounger, tech-savvy generation is entering financial
markets earlier, often with a preference for mobile-first
platforms and self-directed investment.
Wealth accumulation in emerging markets is enabling
greater participation in global financial markets, while
increasing financial literacy and access to information
are further fuelling this trend. At the same time, an
ageing population in developed markets is contributing
to demand for diverse investment solutions aimed
at wealth preservation and retirement planning. The
intersection of these trends is expanding the overall
addressable market and driving innovation.
In markets such as the UK, the relative lack of a retail
investment culture presents an opportunity for us to
grow, as clients increasingly seek to invest more actively.
How we are responding
We are tailoring our offerings to meet the preferences
of emerging investor demographics, including intuitive
platforms and educational resources.
We are working to enhance our proposition to ensure it
remains relevant and captures this shift across both our
trading and wealth segments.
By expanding our geographic presence, we aim to
capture growth in under-penetrated markets.
6 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Competition
The competitive landscape is intensifying as new
entrants leverage advanced technology to disrupt
traditional models, offering low-cost, high-speed
platforms with innovative features. Established players
are broadening their offerings by introducing new trading
instruments and enhancing customer experiences.
Fintechs bring agility and innovation, while price
competition and commission-free trading continue to
challenge traditional revenue models. Globalisation has
further increased cross-border competition, raising the
need for differentiation.
How we are responding
As a forward-thinking fintech, we are focused
on standing out through superior technology, a
comprehensive product range and exceptional
customer service. We are prioritising being the best –
not necessarily the biggest.
Our investment in innovation and operational efficiency
enables us to stay competitive while delivering value
to clients and shareholders. At the same time, we are
laying the groundwork to capitalise on the next wave of
financial evolution, including the emergence of Web 3.0
and decentralised finance.
By strengthening our core capabilities and remaining
agile, we are positioning the business to respond to
future market shifts and unlock new opportunities in
anincreasingly digital, tokenised economy.
Large addressable
markets
The trading and investing sectors are expanding as
technological advancements democratise access
to global financial markets. Retail investors are
increasingly entering the space, driven by user-friendly
platforms, low-cost solutions and a growing appetite for
diversified asset classes such as ETFs, derivatives and
cryptocurrencies.
At the same time, institutional participation in products
such as CFDs is growing as firms seek efficient ways to
manage exposure. The continuous evolution of financial
products and platforms is broadening the appeal of
these markets.
How we are responding
We are scaling our operations to tap into these
opportunities, focusing on innovation and localisation.
Our broad product suite and strategic partnerships
position us to capture a greater share of this
growing market.
During the year, we signed a partnership with Revolut to
provide their European clients with trading services.
We also launched in Bermuda, which allows us to serve
international markets not covered by our existing offices.
Macro-economic
environment
The macro-economic environment remains volatile,
characterised by persistent inflation, fluctuating interest
rates and geopolitical tensions. Central banks’ monetary
policy decisions have led to significant shifts in market
sentiment, influencing both institutional and retail
trading activity.
Heightened market volatility has created opportunities
for active traders but also introduced risks and
uncertainties for long-term investors. Global supply
chain disruptions and energy price fluctuations have
further exacerbated market unpredictability. These
factors, along with growing interconnectivity in financial
markets, continue to shape client behaviour and trading
volumes across asset classes.
How we are responding
We are capitalising on volatility by providing clients with
tools to navigate market movements, while maintaining
a diversified revenue base to withstand economic
cycles. This includes extending trading hours for
certaininstruments.
During the year, we adjusted our market risk appetite,
which should enable us to retain a greater proportion
ofclient income, particularly during periods of
increasedvolatility.
Strategic report Governance Financial statements Shareholder information
7 – CMC Markets plc – Annual Report and Financial Statements 2025
Chief Executive Officer’s statement
Under my leadership, and
particularly since our IPO in 2016,
CMC has had a clear, focused
strategy for growth as a technology-
driven, multi-asset, multi-platform,
financial services provider –
delivering results today, whilst
investing for the future and shaping
the industry of tomorrow.
Today, CMC is the go-to business for multi-asset,
investment products and platform technology built on
two core verticals:
Platform Technology as a Service (“PTAS”):
Institutional-grade trading platform technology and
execution services to business-to-business (“B2B”)
and business-to-business-to-consumer (“B2B2C”)
through our open API and white-label solutions,
deriving higher turnover and profits through scale
and distribution.
Direct-to-consumer (“D2C”): Offering a best-in-
class multi-asset trading experience, incorporating
platform technology, products, educational
resources, liquidity and execution services.
Redefining finance for a
borderless, 24/7 world
Our vision is simple:
one wallet, all assets,
anytime, anywhere.
This two vertical approach enables us to access a
broad diverse global client base spanning institutional,
professional, retail traders and investors, ensuring
deep liquidity and varied revenue streams. Our global
ambition is to provide 24/7 execution, liquidity, investing
and trading access across multiple platforms.
However, Web 3.0 technologies, with its emphasis on
decentralisation, user ownership, and transparency,
is reshaping how financial products are structured,
accessed, managed and traded, particularly through
the influence of Decentralised Finance (“DeFi”),
tokenisation, and blockchain-based systems. Web 3.0
is a natural extension of everything we already do – just
more efficient, more accessible, and more scalable.
The advent of Web 3.0 technologies has necessitated
the development of our third vertical: DeFi functionality
on blockchain networks. This is a move that positions
CMC to take advantage of the structural changes
we are seeing in the financial ecosystem in the
years to come.
8 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Web 3.0 is the natural evolution
Web 3.0 is the natural evolution for CMC and is driving
the launch of our third vertical.
Always On: 24/7, borderless, timeless
Web 3.0 markets don’t sleep. They align with CMC’s
vision for continuous access across global multi-asset
classes and enables seamless participation regardless
of geography, time zone, or banking infrastructure.
Self-custody & digital ownership
Web 3.0 will empower our clients to own, manage and
trade their assets directly, with no third-party custody
required – integration of cold storage wallets and DeFi
infrastructure will enable clients to hold assets safely
and independently.
On-/off-ramp infrastructure
Clients can fund and withdraw in digital currencies,
enabling seamless access to Web 3.0 markets and
unlocking borderless trading. In turn, this will create new
spread-based revenue and supports CMC’s role as a
digital gateway.
One-click trading across chains
Users can trade any asset, across any chain, with a
single click. Our smart wallet will abstract away all the
complexity – gas fees, bridging, routing – and delivers
aclean, all-in net price.
Tokenisation of everything
From equities to real estate, tokenisation turns illiquid,
inaccessible assets into tradeable, divisible tokens.
Thiswill enable fractional ownership, enhanced
liquidity,and broader inclusion across both retail
andinstitutional audiences.
Integrated payments and instant settlement
CMC’s treasury model is crypto-native: digital asset
settlement, on-chain clearing, and spread opportunities
when converting between fiat and crypto. We are
developing a single wallet that lets clients deposit,
withdraw, and pay in crypto, fiat, or tokenised assets,
seamlessly. One interface, fully integrated across
on-chain and traditional rails.
Programmability & Smart Contracts
Execution logic, yield strategies, and even fund access
can be automated and auditable via smart contracts.
This will reduce reliance on intermediaries, enhances
transparency, and cuts cost-to-serve.
Web 3.0 is not optional
-itisinevitable
Web 3.0 will transform traditional investing products
byintroducing tokenised assets, DeFi platforms, and
DeFi models that enhance accessibility, reduce costs
and offer new opportunities. The convergence of
traditional finance and DeFi looks to a future where
hybrid models dominate, blending Web 3.0’s innovation
with traditional stability.
DeFi infrastructure is the tech stack that makes
transparent, and permissionless financial services
possible, supporting everything from centralised
exchanges to yield farming. As the lines between
asset classes and products blur, CMC will sit at the
centre of this transformation – with technology that
empowers, educates and unlocks value for clients
andshareholders.
The advent of Web 3.0 is inevitable. With the launch
ofour third vertical and strategic investments in this
space, CMC is positioned firmly at the heart of this
major transformation.
DeFi and the three vertical
future state
For decades, CMC has been at the fore of innovation,
pioneering online trading in the 1990s and now, we are
leading the way once again with DeFi - unlocking the
power of blockchain, tokenisation, and decentralised
markets for our global client base.
Our strategic investment in StrikeX is a cornerstone
of our vision. By securing a 51% controlling stake,
completed in May 2025, we are not only accelerating
our DeFi ambitions but also bringing native blockchain
talent directly in-house.
StrikeX’s expertise in tokenisation, DeFi wallet custody,
and digital asset execution is matched by its team of
blockchain innovators who are now part of the CMC
family. This investment goes beyond technology – it
strengthens our internal capabilities and enables us to
build a bridge between traditional and decentralised
financial ecosystems.
Web 3.0 is an ecosystem that never sleeps, and I firmly
believe that the future of trading is 24/7, with round-
the-clock market access becoming the new global
standard. In FY 2025 we launched weekend crypto
trading, adding an extra 104 trading days to our trading
year. This is a central part of my broader vision for the
business where clients can access global markets
seamlessly, anywhere, anytime and without restriction.
We are actively implementing 24/7 access for a
wide range of asset classes, including major indices,
commodities, and equities – a shift which represents a
transformation in how financial markets are accessed
and traded.
To further support our expansion, we are enhancing
our Digital Asset Treasury & Payments infrastructure,
which is now fully crypto-native. This enables real-
time digital asset settlement and on-chain clearing.
Our infrastructure also allows clients to deposit and
withdraw in major digital currencies like Tether, Bitcoin
and Ether enhancing liquidity and facilitating borderless
market access. This foundation is crucial for unlocking
the full potential of DeFi and ensuring that CMC remains
a gateway for digital assets on a global scale.
Looking further into the future, we are developing a
Multi-Asset Wallet – a unified platform where clients
can seamlessly manage both traditional and digital
assets. This wallet will integrate cash, equities, crypto,
ETFs, funds, and tokenised assets under one interface,
offering real-time settlement, 24/7 access, and true
market fluidity. At CMC we intend to deliver a single,
secure gateway to the entire financial ecosystem,
providing clients with unmatched accessibility and
control over their investments.
The introduction of our third vertical – DeFi functionality
– will mark a significant step forward. Whilst this
will be transformational for the business; it is also a
natural extension of everything we do, designed to be
more efficient, accessible, and scalable. Alongside
our established strengths in D2C and PTAS, DeFi
represents the future of this business and the next
exciting phase of our growth and development.
Embracing the financial revolution
As we enter FY 2026, CMC stands as a well-capitalised,
highly cash-generative business with the vision,
technology, strategy, and leadership to deliver the next
phase of growth. Our two vertical model has firmly
established us as a leader in multi-asset trading and
technology solutions. Now, with the introduction of
our third vertical, in the form of DeFi functionality, I am
positioning CMC to lead the next wave of innovation.
I have dedicated most of my life to ensuring that CMC
remains at the forefront of financial technology and that
commitment is stronger than ever - I am fully focused
and energised on ensuring we stay ahead in a rapidly
evolving financial landscape. I am, and always will be,
100% dedicated to this business and I have no plans to
ever retire, or to sell any of my shares.
With my clear vision and the talented team around me,
I am confident CMC will continue to cement its status
as a global leader and world-class financial technology
business in the years to come with me at the helm.
With all the opportunities ahead of us, I am more
confident and excited than ever before.
Lord Cruddas
Chief Executive Officer
5 June 2025
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9 – CMC Markets plc – Annual Report and Financial Statements 2025
Business model
Enablers
Technology
Our proprietary platforms are best-in-class, delivering industry-
leading reliability, performance, and customer satisfaction.
Continuousinnovation ensures we remain at the forefront of
tradingand investment technology.
Financial strength
We are financially strong, well-capitalised and highly cash generative,
with no debt. This solid financial foundation enables us to invest in
growth while maintaining resilience across market cycles.
See more on page 16
Reputation
Trust is at the core of our industry. We are committed to delivering
forour customers, maintaining our reputation for excellence,
integrity,and service quality.
Risk management
We adopt a robust, disciplined approach to risk management,
ensuring we operate within well-defined parameters to protect
our business and customers.
See more on page 20
What we do
Delivering value for
Customers
We help and empower out clients to
realise their trading and investing needs.
Colleagues
We strive to make CMC a positive and
inclusive workplace and great place
to work allowing colleagues to grow
and excel.
Shareholders
Sustained organic growth driven by
our successful business model. Strong
financial performance which funds further
investment in the business, whilst growing
shareholder returns.
How we make money
Trading
We generate revenue through spreads,
financing and commissions on client
transactions. Income retention depends
on risk management gains and losses,
driven by our exposure to client positions,
hedging activity and associated costs.
We also earn interest income from client
balances and our own funds.
Investing
We generate revenue through
commissions on client transactions and
interest income on client cash balances.
Revenue is influenced by the level of
client activity, asset growth and prevailing
interest rates. We also earn interest
income on our own funds.
Trading
Investing
Direct-to-consumer
(D2C)
Platform as a service
(including B2B and B2B2C)
Building a next-generation,
scalable platform business
10 – CMC Markets plc – Annual Report and Financial Statements 2025
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Our strategy
How we do it
We have continued to deliver on our three core strategic priorities throughout FY 2025.
While we have rebranded these for FY 2026, the underlying priorities remain unchanged,
with the addition of a fourth priority: a greater focus on cost efficiency and discipline.
FY 2025 focus Progress in FY 2025
Trading platform
productdiversification
Regulatory approval in Bermuda, enhancing our global reach.
Launch of OTC options and SB options in the UK.
Introduction of cash ISAs in the UK.
Build out of decentralised finance capabilities including the launch of 24/7
crypto trading.
Extended trading hours across 80+ leading US stocks.
Investment in
business-to-business
technologycapability
Revolut partnership launched, further diversifying our presence across
markets and geographies.
ASB Bank deal agreed, cementing our position as a leading fintech in the
Asia-Pacific region.
Expansion of Invest platforms
and institutional offering
Launch of cash equities institutional offering in the UK and the Middle East.
Launch of options in new markets.
Continued expansion of CMC CapX.
FY 2026 focus
Diversified growth
Drive revenue growth and diversification by leveraging our expertise to
build long-term sustainability across a broader geographic footprint while
remaining competitive in our core retail trading operations.
Continued investment
Maximise the potential of our existing technology and data capabilities,
harnessing their full value to enhance our customer offerings—particularly
across the business-to-business segment and emerging Web3.0 and
decentralised finance spaces.
Greater balance
Expanding our institutional and investment offerings will create a more
balanced business mix.
Cost focus and discipline
Remain committed to cost and capital efficiency, reinforcing accountability
and disciplined execution to optimise financial and operational performance.
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11 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategy in action
Bringing award-winning
technology toNew Zealand
During the year, we formed a long-term
strategic partnership with ASB Bank, one of
New Zealand’s largest financial institutions.
This collaboration enables ASB Bank’s
clients to access our cutting-edge trading
technology and execution services through
an ASB-branded web and mobile platform,
seamlessly integrated with ASB Bank’s
existing systems.
Why this partnership matters
This marks a key step in our strategy to grow our B2B technology
footprint and strengthen institutional relationships. ASB Bank
customers will now benefit from:
Our award-winning trading technology across mobile and desktop.
Access to over 15 international markets, broadening their
investmentopportunities.
In-depth market research tools and tax reporting features to
enhance their trading experience.
Integration and financial impact
The integration process is expected to take 12 to 18 months, with
associated costs primarily capitalised. The revenue potential is
significant for the growth of our Invest business. Thanks to our scalable
model, ongoing costs are expected to be incremental, making this a
highly efficient partnership.
Additionally, we will become a full trading, settling and clearing
participant on the New Zealand Stock Exchange (NZX), reinforcing our
long-term commitment to the Australia and New Zealand region.
Strengthening market position
We are the second-largest stockbroker in Australia, managing over
A$70 billion in Assets Under Administration. This partnership further
solidifies our position in the Australia and New Zealand region,
showcasing our ability to deliver top-tier institutional trading solutions.
Looking ahead
This partnership demonstrates our ability to deliver world-class
technology solutions to financial institutions, reinforcing our reputation
as a global leader in brokerage services.
By combining ASB Bank’s strong customer network with our
technological expertise, the partnership is set to elevate share trading
services in New Zealand, fuel revenue growth and further establish our
presence across the wider Australia and New Zealand market. With no
regulatory or shareholder approvals required, the path to execution is
clear – making this a seamless and exciting opportunity for both parties.
12 – CMC Markets plc – Annual Report and Financial Statements 2025
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Embracing the future
of finance
This year, we made a bold move into the next
generation of financial technology. We’ve
begun building new capabilities that will allow
clients to access and manage their investments
in a way that is faster, more flexible and aligned
with how markets are evolving.
Why this move matters
Markets are evolving rapidly. Clients expect access on their terms –
anytime, anywhere – and they want greater control over how they hold
and trade their assets. That’s exactly what we’re building.
This is a natural evolution for us, taking what we already do best
and making it more efficient, more accessible and available around
the clock. Soon, clients will be able to deposit and withdraw using
digital currencies, securely hold their assets without relying on third
parties, and trade across platforms in one click – all within a seamless,
integrated experience.
We’re working to simplify what has traditionally been complex, using
a smart wallet that handles the background processes – fees, routing,
conversions – and presents a single, transparent price. At the same
time, we’re developing ways to digitise traditionally hard-to-access
assets, such as property and private equity, making them easier to
trade and opening up new markets to a broader range of investors.
We’re also re-engineering our treasury systems to be real-time and
crypto-ready, giving us the capability to process payments and
settlements instantly – whether in pounds, dollars or digital assets.
Strategic investment in StrikeX
To accelerate our progress, we invested in StrikeX in FY 2024 –
acompany at the forefront of digital asset innovation. In May 2025,
weincreased our stake to 51%, bringing in the people and technology
that will help power this next chapter.
Looking ahead
We’re already seeing this vision come to life. Weekend crypto trading is
now live, adding 104 additional trading days each year – a clear example
of what 24/7 market access looks like in practice.
We’re expanding this approach to other major markets, including
indices, commodities and equities, giving clients round-the-clock
access to more of the assets that matter to them. The next major
milestone will be the launch of our Multi-Asset Wallet – a single, secure
platform where clients can manage their entire portfolio, from cash and
shares to crypto and digital tokens.
This is more than just a product roadmap – it’s a fundamental shift in
how financial services are delivered. With the right technology, a clear
strategy and a strong financial position, we’re well placed to lead this
transformation and unlock real value for all our stakeholders.
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13 – CMC Markets plc – Annual Report and Financial Statements 2025
Key performance indicators
Measuring success
We use our key performance indicators (KPIs”) to monitor progress towards achieving our strategic
goals and to assess the effectiveness of our business model. We regularly review and update our KPIs
to ensure they remain relevant and accurately reflect our performance. This year, we have refined a
number of measures to better align with our strategy and evolving priorities.
Non-financial KPIs
1 System uptime during the year was adversely impacted by the global CrowdStrike outage
Active clients
(Trading)
52,290
Why it is important
Active clients drive revenue and
market share. Growth reflects the
strength of our platform, offering
and client strategies.
How it is measured
Number of unique clients who
have placed at least one trade in
their trading account during the
reporting period.
System uptime
99.93
24
99.95%
99.97%23
25 99.93%
Why it is important
Ensures reliable service delivery
and supports client trust and
operational efficiency.
How it is measured
The percentage of trading hours
that clients are able to trade on
the Next Generation and Invest
platforms.
Trustpilot score
4/5
24
4.2
4.023
25 4.0
Why it is important
Managing customers’ money
demands trust and reputation.
OurTrustpilot score reflects how
well we meet client expectations
and maintain that trust.
How it is measured
Scores are taken from Trustpilot at
the end of the reporting period for
CMC Markets.
Colleague engagement
57%
24
37%
72%23
25 57%
Why it is important
Engaged colleagues deliver better
outcomes for the business. High
engagement supports retention,
attracts talent and builds a strong,
inclusive culture.
How it is measured
Engagement is measured through
an annual survey using an external
provider. We use an “engagement
index” based on areas including
pride, commitment and motivation.
Revenue per active client
(Trading)
A
£4,761
Why it is important
Growth in revenue per active client
shows success in attracting and
retaining high value clients, and
reflects the strength of our platform,
products and service.
How it is measured
Total trading revenue divided by
the number of active clients within
the trading business over the
reporting period.
Active clients
(Investing)
238,656
Why it is important
Active investors drive the growth
and success of the Investing
business. Growth in this number
reflects the strength of our platform
and client engagement.
How it is measured
Number of unique clients who
placed a trade or contributed to
their investing account during the
reporting period.
24
£4,685
£3,96823
25
£4,761
24
55,294
58,73723
25
52,290
24
211,576
218,31023
25
238,656
A
Denotes an alternative performance.
Fordefinitions and a reconciliation to
thestatutory financials can be found
onpages 125 to 126.
14 – CMC Markets plc – Annual Report and Financial Statements 2025
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Profit before tax
£84.5m
24
£63.3m
£52.2m23
25 £84.5m
Why it is important
Statutory profit before tax
measures the our overall financial
performance and value creation
under accounting standards.
How it is measured
Profit before tax as reported in the
consolidated financial statements,
prepared under IFRS.
Profit before tax margin
A
24.8%
24
19.0%
18.1%23
25 24.8%
Why it is important
This margin shows how efficiently
we are converting revenue
into profit, reflecting our cost
management and operational
scalability priorities.
How it is measured
Statutory profit before tax
divided by net operating income,
expressed as a percentage.
Net operating income
A
£340.1m
24
£332.8m
£288.4m23
25 £340.1m
Why it is important
Net operating income reflects
ourcore revenue generation and
client activity levels, supporting
long-term growth.
How it is measured
Total revenue from operating
activities, net of rebates and
introducing broker commissions,
as reported in the consolidated
financial statements, prepared
under IFRS.
Financial KPIs
Assets under
administration
£37.5bn
Why it is important
Assets under administration
measures the scale of client assets
on our platform, which is a strong
indicator of future fee income.
How it is measured
Total market value of client assets
held in investing accounts at
period end.
Underlying EBITDA
A
£103.4m
24
£92.7m
£70.1m23
25 £103.4m
Why it is important
Underlying EBITDA is a key
measure of underlying operating
performance, removing the
effects of financing, tax and non-
cash items.
How it is measured
Statutory profit before tax adjusted
for interest, tax, depreciation and
amortisation as well as impairment
on non-current assets.
Own funds requirement
ratio
272%
Why it is important
A strong capital ratio supports
regulatory compliance, resilience
and future growth.
How it is measured
Total capital resources after
relevant deductions divided by own
funds requirements, expressed
as a percentage. Calculated in
accordance with the requirements
of MIFIDPRU.
24
£40.5bn
£39.6bn23
25
£37.5bn
24
312%
369%23
25
272%
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15 – CMC Markets plc – Annual Report and Financial Statements 2025
Financial review
The significant investment
made across our platforms over
recent years, along with our
institutional-first approach and
focus on high-value retail clients,
has resulted in continued strong
financial performance across
ourbusinesses.
Summary
FY 2025 was another year of strong results, with us
reporting a statutory profit before tax of £84.5 million
for FY 2025 – an increase of 33% from the £63.3 million
we reported in FY 2024 – aided by increased interest
income, reduced commissions and levies, and the non-
recurrence of impairment charges on intangible assets.
Net operating income increased by 2% to £340.1million
(FY 2024: £332.8 million) but was impacted by periods
of weaker trading revenue early in the second half
of the year, which was partly offset by a rebound in
performance towards the end of the year, in part as a
result of a revised hedging strategy we implemented in
late January as well as increased volatility. The slightly
weakened trading performance was partially offset
by strong stockbroking revenues, demonstrating the
benefits of our dual-track investing and trading model,
which will allow us to generate sustainable and reliable
returns in all market conditions.
Driving efficiencies by
leveraging our scale to
deliver growth and
margin expansion
Alternative performance measures
Financial information in this report is prepared on a statutory (taken directly from the financial statements)
andnon-statutory basis. While the Group limits the use of adjusted measures, they are used where necessary
to provide a clearer representation of financial performance. Further details, including a reconciliation of
alternative performance measures, are provided on pages 125 to 126.
We close the year in a position of continued financial strength, with no debt, a strong capital base, and robust liquidity,
underpinned by high cash generation. Our focus on delivering our strategic priorities positions us for sustained growth,
enabling us to generate attractive returns for shareholders while delivering benefits to our wider stakeholders.
£’million FY 2025 FY 2024 Change
Trading and investing revenue 313.3 320.1 (2%)
Other revenue 4.3 4.7 (9%)
Interest income 42.5 35.0 21%
Total revenue 360.1 359.8
Commissions and levies (20.0) (27.0) (26%)
Net operating income 340.1 332.8 2%
Operating expenses (250.0 ) (254.9) (2%)
Impairment of intangible assets (0.5) (12.3) (96%)
Operating profit 89.6 65.6 37%
Loss on share of associate (0.2 ) (0.3) (33%)
Impairment of associate (2.3) n/a
Finance costs (2.6) (2.0) 30%
Profit before taxation 84.5 63.3 33%
Taxation (22.3) (16.4) 36%
Profit after tax 62.2 46.9 33%
Profit before tax margin 24.8% 19.0% 5.8ppts
Net operating income
Net operating income increased by 2% to £340.1 million (FY 2024: £332.8 million). Trading net revenue continues
to make up the majority of net operating income at 73% of the total, although is down year on year from 78% as
we continue to benefit from the growth in our investing businesses, higher interest income and a reduction in
commission and levies.
£’million FY 2025 FY 2024 Change
Trading net revenue¹ 248.9 259.1 (4%)
Investing net revenue¹ 44.4 34.0 31%
Other revenue 4.3 4.7 (9%)
Interest income 42.5 35.0 21%
Net operating income 340.1 332.8 2%
1. Trading and investing net revenue represent trading and investing revenue after deducting commissions and levies. A reconciliation can be found on page 125.
16 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Trading performance
Our trading business continues to make up the majority of our revenue. The trading business consists of direct-to-
consumer offering , which comprises of retail and professional traders as well as a business-to-business offering.
£’million FY 2025 FY 2024 Change
Direct-to-consumer (D2C) 149.1 170.0 (12%)
Platform as a service (B2B and B2B2C) 99.8 89.1 12%
Trading revenue 248.9 259.1 (4%)
1. Where the we use external hedges to manage client positions, these are netted against revenue in accordance with our accounting policy. Given our
significant use of internal hedging, the net cost of hedging cannot be attributed to individual clients. Instead, these costs, along with other unallocatable
expenses, have been proportionately allocated between customer types.
We have continued to focus on expanding our Platform-as-a-Service offering, including progress in our white-
labelled proposition, most notably through our partnership with Revolut. In recent years, we have taken a more
selective approach to direct-to-consumer trading, scaling back marketing investment in this area – particularly
for retail clients – as we focused on more professional clients. However, looking ahead to FY 2026, we see strong
potential to reaccelerate growth in the retail segment. This will be supported by key initiatives such as our new
partnership with TradingView – the worlds largest charting platform and social trading network, used by over 100
million traders and investors globally – as well as the launch of our Bermudan operation.
Our trading revenue is primarily driven by two factors: turnover – the total notional volume of client trades from which
we earn spreads, fees and commissions – and client income retention, which reflects the proportion of this income
that we convert into revenue. Our business model remains anchored in robust risk management. In the fourth quarter,
we implemented a revised market risk appetite, increasing our overall risk tolerance following a detailed review.
Under this updated framework, we continue to benefit from natural hedging, with external hedging now applied
more selectively, targeting specific asset classes or exposures outside defined limits. This change is expected to be
earnings-accretive by lowering hedging costs, though it may lead to increased earnings volatility.
Investing performance
£’million FY 2025 FY 2024 Change
Direct-to-consumer (D2C) 32.9 24.4 35%
Platform as a service (B2B and B2B2C) 11.5 9.6 20%
Investing revenue 44.4 34.0 31%
Our investing revenues continue to be dominated by our direct-to-consumer offering in Australia, where we are the
country’s second-largest operator, only behind CommSec (part of Commonwealth Bank). This is primarily delivered
under the CMC Invest brand but also via a white-labelled offering.
FY 2025 was a year of record performance for our Invest business. Active investors increased to 238,656, up 13%
year-on-year (31 March 2024: 211,576). Revenue growth was supported by strong momentum in international share
and cryptocurrency trading. Whilst assets under administration were down 7% to £37.5 billion (31 March 2024:
£40.5 billion), this was driven primarily by exchange rate movements. On a constant currency basis, assets under
administration were down 1%.
During the year, we signed an agreement with ASB Bank, one of the largest banks in New Zealand, to provide a
white-labelled investment offering. Although the platform is not expected to be fully operational until late FY 2026, the
combination of ASB Bank’s extensive customer base and our technological expertise is expected to strengthen our
footprint in the Australia and New Zealand market and generate additional revenue.
Beyond Australia, we also operate direct retail investment offerings in Singapore (launched in 2023) and the
UK (launched in 2022). While both currently contribute a small proportion of retail revenue, they are showing
encouraging growth. These markets present attractive long-term opportunities, and we remain confident in their
potential.
In the UK, the cash ISA product launched during the year has gained meaningful traction despite minimal marketing.
By bringing customers onto the platform, we aim to highlight our broader investment proposition, including general
investment accounts, stocks and shares ISAs, and self-invested personal pensions. Uptake of these products is
expected to increase as interest rates decline.
Interest income
Interest income accounted for 12% of total revenue in FY 2025, up from 10% in FY 2024, as we continued to benefit
from high levels of client balances and improved the management of, and returns on, our own funds.
During the year, we focused on enhancing returns on our own balances through the newly established Treasury
Management and Capital Markets Division, as interest rates began to ease from recent highs. This resulted in a 65%
increase in income on own funds, rising to £18.5 million (FY 2024: £11.2 million). Given the reduction in interest rates
during the year and the softer near-term outlook, this remains a priority area to ensure our balance sheet is delivering
optimal returns.
Net interest income on client balances increased marginally to £24.0 million (FY 2024: £23.8 million), aided by
continued high levels of segregated client balances which totalled £694.9 million as at 31 March 2025 (31 March
2024: £542.0 million), which are off balance sheet.
Operating expense
Operating expenses decreased by 2% year-on-year to £250.0 million (FY 2024: £254.9 million), reflecting modest
reductions in staff costs, occupational expenses and sales and marketing, which helped offset an increase in
information technology costs. We continue to maintain a strong focus on cost discipline, ensuring operational
leverage is maximised.
Staff costs remain the largest component of operating expenses. Including variable remuneration, staff costs
declined by 4% to £113.7 million (FY 2024: £118.5 million). Fixed remuneration fell by 7% to £93.9 million (FY 2024:
£101.5 million), reflecting the redundancies made at the end of the prior year. This reduction was partially offset by
a 19% increase in variable remuneration, which rose to £19.8 million (FY 2024: £17.0 million), in line with improved
performance outcomes.
We continue to manage headcount carefully, with the average number of employees over the year reducing to 1,068
(FY 2024: 1,181). This has been achieved while continuing to invest in key areas of the business. While the salary
inflation pressures experienced in FY 2024 have eased, we continue to face cost headwinds, including the impact of
changes to employer National Insurance contributions in the UK.
Non-staff costs declined slightly year-on-year. As a fintech business, information technology remains the largest
component of our non-staff costs, which increased by 17% to £46.4 million (FY 2024: £39.7 million) as the Group
continued to invest in enhancing and supporting its front- and back-office systems.
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17 – CMC Markets plc – Annual Report and Financial Statements 2025
Operating expense continued
Sales and marketing expenses fell by 6% to £33.5 million (FY 2024: £35.6 million), reflecting a shift towards more
targeted marketing campaigns. Looking ahead to FY 2026, we intend to increase marketing investment as part of
our growth strategy, particularly in the retail segment.
Operating expenses for FY 2025 include a one-off charge of £4.3 million relating to customer remediation in
Australia, following an industry-wide regulatory review into margin netting. This provision is expected to be fully
utilised in FY 2026, with affected customer accounts credited accordingly.
As we enter FY 2026, we will maintain a disciplined approach to cost management to ensure our operating model
remains appropriately sized to support the business. Further opportunities are expected to emerge to reduce the
underlying cost base, while continuing to invest in areas that support growth and drive operational efficiency. The
focus will remain on both staff and non-staff costs, including ensuring we have the right talent in the right locations.
This will include an expansion of offshore capabilities to reduce reliance on higher-cost locations. In parallel, we will
look to rationalise non-staff expenditure through improved supplier negotiations, consolidation and a greater focus
on value for money. These efficiencies will allow resources to be redirected into strategic growth areas.
Impairment of intangible assets
Our impairment charge on intangible assets reduced significantly from £12.3 million in the prior year to £0.5 million
inthe current year, as the one-off charge previously recognised in relation to our CMC Invest platform did not recur.
Investments in associate
In September 2024, we fully wrote down our investment in Strike X, a customer-centric blockchain solutions
business acquired in June 2023. This accounting adjustment reflected the ongoing financial performance of the
investment and the continued operating losses incurred.
Despite this, we remain supportive of Strike X and its strategic objectives, and continue to see long-term value in its
underlying technology as part of our decentralised finance build-out. In May 2025, we increased our shareholding
in Strike X to 51% following an agreement with its existing shareholders. As a result, we assumed control of the
business, allowing for deeper integration and strengthening its ability to leverage Strike X’s blockchain capabilities as
it develops crypto and tokenisation solutions.
Taxation
Our total taxation for FY 2025 was £22.3 million (FY 2024: £16.5 million), which equates to an effective tax rate of
26.4%, up from 26.0% in FY 2024.
Profitability and earnings
The combination of the above factors drove a 33% increase in profit before tax to £84.5 million (FY 2024: £63.3 million) and
earnings per share (both basic and diluted) to 22.6 pence (FY 2024: 16.7 pence). This also translated to an increased profit
before tax margin of 24.8% (FY 2024: 19.0%), as we continued to benefit from enhanced operational leverage.
Financial position
31 March 2025
£’million
31 March 2024
£’million Change
Fixed assets 53.2 57.5 (7%)
Trade and other receivables 147.7 164.8 (10%)
Financial investments 111.0 50.9 118%
Amounts due from brokers 140.0 228.9 (39%)
Cash and cash equivalents 247.7 160.3 55%
Other assets 32.4 54.5 (41%)
Total assets 732.0 716.9 2%
Trade and other payables 253.6 272.8 (7%)
Amount due to brokers 12.2 7.0 74%
Obligations under repurchase agreements 7.5 n/a
Lease liabilities 14.3 16.9 (15%)
Other liabilities 26.4 16.7 58%
Total liabilities 314.0 313.4
Total eq uity 418.0 403.5 4%
Total equity and liabilities 732.0 716.9 2%
Fixed assets declined by 7% since the year-end, reflecting our progression beyond the peak of our recent investment
cycle. Amortisation and depreciation now exceed capitalised expenditure, although we continue to allocate
resources to maintain and enhance our product and platform capabilities.
Financial investments increased by 118% to £111.0 million (31 March 2024: £50.9 million), driven by a rise in equity
positions to support client trading activity and a strategic shift towards investment-grade corporate bonds, the
majority of which are short-dated. This new investment strategy, developed by our Treasury Management and Capital
Markets Division, aims to generate improved yields relative to traditional cash holdings and government securities.
Despite the increased allocation to financial investments, we also reported a 55% rise in cash and cash equivalents to
£247.7 million (31 March 2024: £160.3 million), reflecting our strong cash generation and a reduction in amounts due
from brokers as we undertook less external hedging.
Other assets decreased from £54.5 million to £32.4 million, primarily due to a £12.2 million reduction in crypto-assets.
These had previously been used to hedge client positions but were disposed of following a revision to our
hedging strategy.
Financial review continued
18 – CMC Markets plc – Annual Report and Financial Statements 2025
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Regulatory capital
The Group and its UK-regulated subsidiaries fall within the scope of the FCA’s Investment Firms Prudential Regime
(“IFPR”), with the Group’s German subsidiary, CMC Markets Germany GmbH, subject to the provisions of the
Investment Firms Regulation and Directive (“IFR/IFD”).
Our total capital resources increased to £363.7 million (FY 2024: £340.1 million), with increases in retained earnings
for the year being partly offset by the proposed final dividend distribution. At 31 March 2025, we had a total OFR ratio
of 272% (FY 2024: 312%). The decline in the OFR ratio was due to an increase in own fund requirements to £133.6
million (FY 2024: £109.0 million). The following table summarises our capital adequacy position at the year-end.
Group own funds resources and requirements
31 March 2025
£’million
31 March 2024
£’million
Common equity tier 1 capital before regulatory adjustments
1
412.4 383.1
Less: regulatory adjustments
2
(48.7) (43.0)
Common equity tier 1 capital after regulatory adjustments 363.7 340.1
Own funds requirements (“OFR”)
3
133.6 109.0
Total OFR ratio (%)
4
272% 312%
1. Total audited CET1 capital resources as at the end of the financial year of £435.0 million, less proposed dividends.
2. Regulatory adjustments include the deduction of deferred tax assets. Deferred tax assets are the net of assets and liabilities shown in note 8 of the
financialstatements.
3. The minimum capital requirement in accordance with MIFIDPRU 4.3.
4. The OFR ratio represents common equity tier 1 capital as a percentage of OFR. CMC Markets plc has no additional tier 1 or tier 2 capital.
Liquidity and funding
Funding
Our primary source of funding is equity, which includes our equity capital resources, retained profits and any
unrealised gains or losses on open hedging positions.
We also receive title transfer funds (“TTFs”) from professional clients and eligible counterparties (as defined in the
FCA Handbook) under a title transfer collateral agreement (“TTCA”). Under these agreements, full ownership of
such funds is unconditionally transferred to us. Clients are not required to sign a TTCA to be treated as a professional
client; in these cases, funds remain segregated. We consider TTCAs to be an ancillary source of funding. All cash
received from segregated clients is excluded.
In addition, we have access to a committed facility of up to £55.0 million, available to fund margins posted at brokers
to support our trading activities. The facility consists of a one-year term facility of £27.5 million (FY 2024: £27.5 million)
and a three-year term facility of £27.5 million (FY 2024: £27.5 million). The maximum amount available at any time is
dependent upon initial margin requirements at brokers and margin received from clients. There was no drawdown
onthe facility as at 31 March 2025 (FY 2024: £nil).
Liquid assets
We have deployed our funding to support our business activities and to maintain appropriate buffers of liquid assets.
Funds deployed to support the business primarily consist of margins maintained with our brokers to support trading
activity, and “blocked cash” held in subsidiaries to meet local regulatory and exchange requirements. Liquid assets
are held to meet future liquidity needs, serve as a contingency, and satisfy regulatory requirements.
Our Total Unencumbered Liquid Assets (“TULA”) include cash and cash equivalents, funds in excess of margin
requirements held with brokers, and financial investments after haircuts.
Group funding sources and liquid assets
31 March 2025
£’million
31 March 2024
£’million
Equity 418.0 403.5
Obligations under repurchase agreements 7.5
Title Transfer Funds 117.7 119.6
Total Available Funding 543.2 523.1
Less: non-current assets net of liabilities (47.0) (53.4)
Less: Other non-liquid assets net of liabilities 1.5 (29.6)
Less: blocked cash (74.0) (68.5)
Less: initial margin requirement at brokers (92.2) (184.7)
Less: hair cuts on financial investments (29.1) (4.6)
Less: Other encumbered financial investments (8.8)
Total Unencumbered Liquid Assets 293.6 182.3
Dividend
The Board has proposed a final dividend of 8.3 pence, in addition to the 3.1 pence we paid as an interim dividend,
reflecting our policy of paying out 50% of full-year profit. We continue to maintain this policy based on our strong
cash generation and our commitment to rewarding shareholders and returning excess capital as part of our
capital allocation strategy. This approach is balanced with a focus on ensuring capital stability to support ongoing
investment and regulatory requirements.
Outlook
We enter FY 2026 from a position of continued strength, with strong capital and liquidity foundations, no debt, and a
proven, diversified business model that allows us to generate consistent performance in a range of conditions.
In trading, our revised risk appetite and hedging strategy are expected to enhance earnings efficiency, while renewed
investment in retail – including our partnership with TradingView – will support growth in this segment.
In investing, we expect continued momentum in Australia and New Zealand, driven by scale, product innovation and
new partnerships, including the upcoming ASB Bank launch. In the UK, the outlook remains encouraging, offering
attractive long-term potential.
We will maintain tight cost control while continuing to invest in growth, operational efficiency and platform capability.
Our strong balance sheet and active capital management give us flexibility to pursue opportunities while delivering
value to shareholders.
Strategic report Governance Financial statements Shareholder information
19 – CMC Markets plc – Annual Report and Financial Statements 2025
Risk management
A consistent approach
toidentifying, mitigating
and managing risks
Our Risk Management Framework
provides a consistent approach
to identifying, mitigating, and
managing risks, which is essential to
achieving our strategic objectives.
Given the nature of our business and the financial,
market and regulatory environments in which we
operate, we are naturally exposed to strategic, financial
and operational risks. While it is not possible to eliminate
all risks, effective risk management ensures they are
managed to an acceptable level.
To support the Board in discharging its risk oversight
responsibilities, we have an Enterprise Risk
Management (“ERM”) Framework in place. This
framework aligns risk identification, mitigation and
management with our risk appetite. It is regularly
reviewed – along with our risk tooling and resources
– toensure it remains effective, in line with market
practices and regulatory expectations.
Governance and oversight
The Board, through the Group Risk Committee, is
responsible for defining and overseeing our risk
strategy. Key responsibilities include:
Monitor, review and advise the Board on the Group’s
overall risk appetite, tolerance and strategy alongside
current and prospective risk exposures.
Monitor and review the effectiveness of the Group’s
risk management and internal control systems.
Monitor the adequacy, effectiveness, design and
implementation of the Group’s processes and
procedures to manage risk and the internal control
framework and carry out a review of its effectiveness.
Monitor the ability of the Group’s risk management
and internal control systems to identify the risk facing
the Group and ensure that a robust assessment
of the emerging and principal risks has been
undertaken.
Risk management is a core responsibility of all
colleagues, with oversight provided by Management
and Board Committees, as well as the Group Risk and
Compliance functions.
The ERM framework follows the Three Lines Model,
ensuring clear risk ownership and accountability:
1. First Line: Business teams manage and
implement controls.
2. Second Line: Group Risk and Compliance provide
oversight and guidance.
3. Third Line: Internal Audit provides independent
assurance.
The Board has implemented a governance structure
suited to an online financial services group, aligned
with our strategic objectives and product offerings.
This structure is regularly reviewed, with any changes
requiring Board approval. Additionally, we conduct
root cause analysis to enhance processes, improve
resilience and embed strong corporate governance
practices across the Group.
Risk culture
We foster a risk culture that emphasises accountability
and proactive risk management. Responsibility for
managing risk sits with everyone across the Group.
Our second line of defence, led by the Risk Team,
plays a key role in embedding this culture. Their
responsibilities include communicating, educating
and providing guidance on the ERM framework, and
overseeing the Risk and Control Assessment (“RACA”)
process, which forms the foundation of our bottom-up
risk assessment.
The RACA process supports a comprehensive
understanding of risks and controls at the operational
and business process level. By enabling self-review
of risks and controls, as well as the oversight and
escalation of issues where necessary, it allows risk
and control owners to identify any gaps in the risk
environment and address control weaknesses.
Group Audit CommitteeGroup Risk Committee
First Line
Business Functions
Responsible for
identification, assessment
and management of risks.
Second Line
Risk and
Control Functions
Maintain risk management
and control policies
and monitor risks
against appetite.
Third Line
Internal Audit
Provide independent
assurance reviews of
appropriateness and
effectiveness of controls,
governance structures
and processes.
Executive Committees
Responsible for execution of Board’s risk strategy
including risk appetite and management of our key risks.
Board
Ultimately responsible for defining risk appetite, risk strategy and the evaluation of the adequacy
of our risk framework. Achieved through Board sub-committees.
Risk appetite and principal risks
Our risk appetite defines the level and types of risks
we are willing to accept in pursuit of our strategic
objectives. This is assessed as part of our Risk Appetite
Statement, which integrates risk tolerances across the
organisation. Risk appetite is fundamental to effective
risk, capital and liquidity management, ensuring
appropriate risk control and positive client outcomes
The Board oversees and considers the annual
assessment of emerging and principal risks, which is
conducted by senior management. This assessment
evaluates the potential impact of these risks on the
Groups business model, performance, capital, and
liquidity. These risks are monitored through key risk
indicators (“KRIs”) and are linked to our risk appetite.
Wealso consider reputational and regulatory
implications, client impact and broader market effects.
Our principal risks are outlined in the following pages.
Thesehave been streamlined from the prior year to
provide greater clarity and focus, while maintaining
a comprehensive view of the key exposures facing
the business.
20 – CMC Markets plc – Annual Report and Financial Statements 2025
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Principal risks
Business and strategic risks | Risks arising from the nature of our business, strategy and operating model
Emerging risks
We see emerging trends from demographic and social shifts, including evolving customer expectations and behavioural trends. These include growing demand for self-directed investing, interest in digital assets such as crypto and
increasing appetite for wealth management solutions. As part of our strategy, we aim to design and deliver products that are aligned to these changes while ensuring they are appropriately governed, risk-managed and commercially viable.
Strategic risk
Key risk description
The risk that our ability to execute our business strategy is impacted by internal
decisions or external factors. This includes risks associated with defining and
delivering strategic initiatives, as well as potential reputational damage affecting market
perception, client trust and regulatory relationships.
Risk exposure and appetite
We are exposed to, and have appetite for strategic risk through the execution of our
strategic initiatives where there is a risk of failing to successfully deliver what we set out
to achieve.
As part of our strategic risk, we are also exposed to potential damage to our brand and
reputation with the market, clients and regulators. Failure to manage reputational risks
could significantly impact our ability to implement our strategic plan.
During the year, enhanced focus on our key strategic priorities has strengthened how
we deliver on our strategic goals.
Key mitigations and controls
We manage strategic risk through:
Governance & Oversight – Strong challenge and oversight from independent Non-Executive Directors.
Strategic Alignment Ensuring all significant initiatives align with the corporate strategy.
Risk Assessment – Evaluating risks associated with strategic initiatives before execution.
Accountability & Ownership – Assigning clear responsibility for delivery and risk mitigation.
Product & Initiative Governance – Requiring Board approval for all material products and strategic initiatives.
These measures ensure a structured approach to strategic decision-making and risk management.
Financial risks | Risks arising from our exposure to market movements, liquidity, credit and capital management
Emerging risks
Geopolitical and macroeconomic developments are a potential emerging risk that could materially impact the business, although broader market volatility is typically beneficial. In response, we monitor our client margin, market risk limits,
broker exposures and entity-level capital as well as our strategic plans to ensure we remain within risk appetite.
Market risk
Key risk description
The risk that the value of our residual portfolio decreases due to market fluctuations,
including price movements, interest rates and foreign exchange rate changes.
Risk exposure and appetite
As an online trading provider acting as principal to clients across different markets, we
are exposed to financial risks arising from market movements. We have appetite to
retain some market risk, balanced with a low appetite for liquidity and capital risk, to
ensure effective risk management and financial stability.
Key mitigations and controls
We manage market risk through:
Real-Time Exposure Management – Trading risk management monitors and controls inherited exposures from clients in real-time within
Board-approved limits.
Market-Making in Liquid Instruments – Primarily acting as a market maker in highly liquid financial instruments, enabling efficient risk
reduction via prime broker arrangements.
Stress Testing & Scenario Analysis – Conducting regular stress testing to assess financial and capital adequacy impacts from severe
market events.
Liquidity & Funding Monitoring – Actively managing market risk with close oversight of funding requirements to maintain liquidity stability.
These measures ensure we effectively manage market risk while maintaining financial resilience.
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21 – CMC Markets plc – Annual Report and Financial Statements 2025
Liquidity risk
Key risk description
The risk that we have insufficient liquidity to meet our financial obligations as
theyfalldue, or can only secure required liquidity at excessive cost. This includes
funding margin requirements, failed settlements or market events that impact
liquidityavailability.
Risk exposure and appetite
We are exposed to liquidity risk through our core business activities, including funding
margin requirements for hedging strategies and managing unfunded commitments
inthe matched principal business. We have a low appetite for liquidity risk and
maintain a robust framework to ensure we remain well-funded under both normal
andstressed conditions.
Key mitigations and controls
We minimise liquidity risk through:
Liquidity Modelling & Stress Testing – Regular forward-looking liquidity forecasting under both normal and stressed conditions to ensure
obligations can be met.
High-Quality Liquid Assets & Funding Diversification – Maintaining unencumbered, high-quality liquid assets and diversified
funding sources.
Contingency Planning – Establishing liquidity facilities, contingency funding levers, and wind-down strategies where necessary.
Market Condition Monitoring Assessing liquidity impacts of significant market moves to ensure resilience.
For our Matched Principal and Exchange-Traded Business, additional controls include:
Offering only liquid assets based on an asset suitability assessment.
Producing daily cash position reports covering surplus liquidity, unencumbered liquidity, and short-term forecasts.
Conducting stress testing to ensure sufficient liquidity for business continuity over a 15-month horizon.
Credit and counterparty risk
Key risk description
The risk of financial loss arising from a counterparty failing to meet its obligations as
they fall due, including exposure to both clients and financial institutions.
Risk exposure and appetite
We are exposed to credit and counterparty risk through our client trading activities
and relationships with financial institutions. We have a moderate appetite for such
exposures and actively manage them through stringent controls and mitigants to
minimise potential losses.
Key mitigations and controls
We manage credit and counterparty risk through:
Margin Requirements & Risk-Based Controls – Applying a tiered margin structure to manage riskier positions and utilising liquidation
features when client total equity falls below predefined thresholds.
Guaranteed Stop Loss Orders – Offering clients risk management tools to prevent debt accumulation.
Credit Risk Modelling & Stress Testing – Setting limits and using potential credit risk exposure models to quantify and stress-test client
credit risk across CFDs and Spread Bets.
Counterparty Creditworthiness Reviews – Conducting at least annual assessments of counterparties’ financial stability.
Diversification & Concentration Risk Management – Engaging with multiple prime brokers (“PBs”) per asset class to reduce
concentration risk.
Investment-Grade Counterparty Standards – Preferring to work with counterparties holding investment-grade credit ratings, with daily
exposure monitoring.
Intermediary Limits & Oversight – Setting and monitoring intermediary limits daily, with escalation procedures for large exposures.
These measures ensure credit and counterparty risks are actively managed to protect the firm’s financial stability.
Principal risks continued
Financial risks continued
22 – CMC Markets plc – Annual Report and Financial Statements 2025
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Capital and solvency risk
Key risk description
The risk that we do not maintain sufficient capital to meet regulatory requirements,
absorb financial shocks or support business growth. This includes risks arising from
market volatility, regulatory changes and adverse business performance impacting
capital adequacy.
Risk exposure and appetite
As a regulated financial institution, we are required to hold sufficient capital to meet
both regulatory and internal thresholds. We have a low appetite for breaching capital
requirements or operating with insufficient buffers. Effective capital management
ensures our financial stability and resilience under stress scenarios.
Key mitigations and controls
We minimise capital and solvency risk through:
Capital Planning & Forecasting Regular stress testing and scenario analysis to assess capital adequacy under adverse conditions.
Regulatory Compliance – Maintaining capital levels above regulatory minima and engaging pro-actively with regulators on capital
requirements.
Liquidity & Risk Management – Ensuring adequate liquidity to absorb market shocks and financial stress.
Robust Governance – Ongoing monitoring by senior management and the Board to ensure capital strength and strategic alignment.
Operational risks | Risks arising from our people, processes, systems and external service providers
Emerging risks
We monitor emerging regulatory developments and technological advancements, including the rise of artificial intelligence and broader digital disruption. These trends have the potential to reshape how financial services are delivered and
consumed. As part of our strategy, we aim to adapt our platforms, processes and product offerings to remain compliant, competitive and aligned to evolving client expectations.
Financial crime
Key risk description
The risk of money laundering, terrorist financing, sanctions violations, bribery,
corruption and failures in Know Your Customer (“KYC”) procedures, which could lead
to regulatory penalties, financial losses or reputational damage.
Risk exposure and appetite
As a financial institution handling significant volumes of client data, money and assets,
we are exposed to financial crime risks, including money laundering and market abuse.
The short-term nature of some client relationships further heightens this exposure.
We have a low appetite for financial crime and implement robust preventative and
detective controls to mitigate these risks. We continuously enhance our framework
through process improvements, system investments and staff training.
Key mitigations and controls
We mitigate financial crime risk through:
Risk-Based KYC & Due Diligence – Applying rigorous KYC procedures, including Enhanced Due Diligence (“EDD”) for higher-risk clients
such as Politically Exposed Persons (“PEPs”).
Ongoing Monitoring & Surveillance – Maintaining risk-based transaction monitoring and customer activity surveillance systems.
Suspicious Activity Reporting – Enhancing procedures for detecting and reporting suspicious activity to law enforcement and regulators.
Market Abuse Prevention – Strengthening controls to mitigate risks from repeat offenders of market abuse.
Sanctions & Restrictions Management – Maintaining a restricted list of individuals and entities, with systems to block transactions that
breach regulatory guidelines.
Risk Classification – Classifying customers and entities at onboarding to assess financial crime risks effectively.
These measures ensure compliance with financial crime regulations and protect the integrity of our business.
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23 – CMC Markets plc – Annual Report and Financial Statements 2025
Information security and technology risk
Key risk description
The risk of data breaches, unauthorised access, system outages and technology
failures, including non-compliance with security and regulatory requirements. This
encompasses client, employee and proprietary data, as well as critical systems,
hardware and networks.
Risk exposure and appetite
As a fintech company, we are exposed to significant information security and
technology risks. We have a low appetite for data loss, misuse or system failures
that impact operations or client services, and we mitigate these through robust
preventative and detective controls.
Key mitigations and controls
We minimise these risks through:
Data Security & Access Controls – Enforcing least privileged access, regular system access reviews, and data classification to protect
sensitive information. Physical security measures prevent unauthorised access to buildings and sensitive areas.
Technology Resilience & Monitoring – Investing in a robust technology stack, systemic monitoring tools to detect downtime or performance
issues, and maintaining scalable infrastructure to accommodate growth and fluctuations.
System Stability & Incident Response – Ensuring IT production support, proactive system capacity planning, and contingency measures to
prevent and remediate failures.
These measures ensure the confidentiality, integrity, and availability of our systems and data, safeguarding clients, employees, and business operations.
Compliance risk
Key risk description
The risk of failing to comply with legal and regulatory obligations, which could result
in financial penalties, reputational damage, or operational restrictions, including
obligations under Consumer Duty.
Risk exposure and appetite
We operate in a highly regulated environment across multiple jurisdictions, exposing
ourselves to compliance and regulatory risk. We have a low appetite for failing to
meet regulatory or legislative obligations and are committed to full compliance with
applicable laws and regulations, including the Consumer Duty requirements to ensure
fair outcomes for customers.
Key mitigations and controls
We minimise compliance risk through:
Risk-Based Regulatory Interpretation – Applying a proportionate, risk-based approach to interpreting and implementing regulatory requirements.
Resourcing & Expertise – Ensuring compliance teams are adequately staffed, trained, and supervised, with a specific focus on Consumer
Duty and customer outcomes.
Regulatory Horizon Scanning Monitoring and assessing new regulations and legislation to evaluate business impact.
Regional Compliance Oversight – Conducting thorough regulatory analysis to ensure adherence across jurisdictions, particularly for new initiatives.
Advisory & Monitoring Frameworks – Providing technical guidance to the business, alongside comprehensive monitoring, surveillance, and
policy enforcement.
Regulatory Engagement – Maintaining strong relationships with regulators and proactively planning for regulatory changes, including
engagement on Consumer Duty expectations and compliance standards.
Operational risk
Key risk description
The risk of financial loss, business disruption, or reputational damage due to
inadequate or failed processes, systems, people, or external events. This includes
fraud, cyber threats, IT failures, and regulatory non-compliance.
Risk exposure and appetite
We are exposed to operational risk as a fintech company operating in a highly
regulated and technology-driven environment. We have a low appetite
for operational failures that could cause material financial, reputational, or
regulatory impact.
Key mitigations and controls
We manage operational risk through:
Process & System Controls – Automating key processes, optimising workflows, and implementing robust IT security measures.
Incident & Risk Management – A structured incident response framework, continuous monitoring, and risk escalation procedures.
Regulatory Compliance – Regular audits, internal control reviews, and staff training to reinforce risk awareness.
Governance & Oversight – Active risk management by senior leadership and Board committees to ensure resilience and accountability.
Principal risks continued
Operational risks continued
24 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Viability report
The Directors have assessed the
Groups financial position, future
prospects and ability to continue
operating and meeting its liabilities
as they fall due over the assessment
period. This review considers the
Groups strategic outlook, risk
management framework, financial
projections and the results of stress
testing scenarios.
The assessment of long-term viability begins with a
review of the Group’s principal risks as set out on pages
21 to 24. Among these risks, the Directors identified
liquidity and funding constraints and insufficient capital
as those most likely to have a direct impact on the
Group’s ability to continue in its current form. While
other principal risks, such as market risk, could also
have a significant effect, their impact would typically
materialise through one of these two core areas.
Alongside these risks, the Directors considered
the effectiveness of the Group’s risk management
framework and internal control systems. This assessment
included a review of financial, operational and compliance
controls, all of which are subject to ongoing monitoring
and evaluation by the Group Risk Committee, Group Audit
Committee and the Board. The structured governance
framework ensures that risks are identified, managed
and mitigated in a timely manner, providing confidence
in the Group’s ability to respond to challenges as
they arise.
The viability assessment is underpinned by the
Group’s three-year forecast, covering the period
from 1 April2025 to 31 March 2028, with the first
year aligned to the Group’s FY 2026 budget. This
forecast represents management’s best estimate
of the Groups future financial outlook, incorporating
a detailed assessment of the resources required to
execute the Group’s strategy and the associated
revenue expectations. It reflects the anticipated impact
of strategic initiatives, including the diversification of
revenue streams through the expansion of the wealth
and investment business and the institutional offering,
both of which are expected to contribute to profit margin
expansion in the medium term.
The Group is currently well capitalised with high levels
of liquidity and no debt. It also has access to a lending
facility should additional liquidity be required. The
Directors considered these factors when reviewing
the Group’s ability to withstand financial stress and
determined that its strong capital position and financial
flexibility provide a significant level of resilience against
potential adverse events.
In determining the appropriate time horizon for the
viability statement, the Directors considered the period
over which the Board formally reviews the success of
the Group’s forecasts as well as the timeframe over
which internal stress testing occurs. Given that the
Groups business model operates within a dynamic
external environment, a three-year period provides an
appropriate balance between long-term visibility and
meaningful financial analysis.
As part of the viability assessment, the Directors
considered downside scenarios focusing on the most
material risks that could impact the Group’s ability
to continue operating. The forecasts are particularly
sensitive to movements in revenue, which is heavily
influenced by customer activity and external factors
such as market movements and volatility. The Group’s
ability to retain revenue through its market risk strategy
introduces an additional layer of uncertainty, making
this a key focus area in the downside analysis. The
impact of external market conditions and regulatory
changes was also assessed, with stress testing results
reviewed to determine whether the Group would have
sufficient liquidity and capital to withstand severe but
plausible risk events.
Stress testing forms an integral part of the Group’s
ongoing risk management processes. The Group
regularly models adverse scenarios, including the
impact of a sustained downturn in market conditions
and potential regulatory changes that could affect
capital or liquidity requirements. These scenarios are
also incorporated into the Group’s Internal Capital
Adequacy and Risk Assessment (ICARA) document.
The results of this analysis demonstrate that, due to the
resilience of the business, the Group would be able to
withstand severe stress scenarios over the financial
planning period by taking management actions
identified in the scenario analysis.
Based on this assessment of prospects and viability,
the Directors confirm that they have a reasonable
expectation that the Group will continue to operate and
meet its liabilities as they fall due over the three-year
assessment period to 31 March 2028. The Directors have
no reason to believe that the Group will not remain viable
beyond this period, taking into account existing operations
and known future changes to relevantregulations.
Going concern statement
In addition to the viability assessment, the Directors
have undertaken a separate review of the Group’s ability
to continue as a going concern, covering a period of
at least 15 months from the date of approval of these
financial statements. This review considers the Group’s
liquidity and capital position, expected cash flows
and the broader economic environment in which the
Group operates.
The Directors have assessed whether the Group
continues to maintain sufficient capital and liquidity
tomeet its obligations over the period of assessment.
The review included consideration of the Group’s
financial forecasts and downside stress scenarios as
well as the availability of funding options should adverse
conditions arise. The Group remains well capitalised
with strong liquidity levels and no external debt, with
access to a lending facility should it be required. Given
this assessment and in light of the fact that the Directors
have no intention to liquidate or cease operations, they
concluded that there is a reasonable expectation that
the Group has adequate resources to continue as a
going concern.
The Directors have also considered whether there are
any material uncertainties that could cast significant
doubt over this assessment. Having reviewed the
Group’s financial position, risk management framework
and stress testing outcomes, they have concluded that
no such material uncertainties exist. As a result, the
financial statements have been prepared on a going
concern basis, with further details provided in Note 1 to
the financial statements.
Lord Cruddas
Chief Executive Officer
5 June 2025
Strategic report Governance Financial statements Shareholder information
25 – CMC Markets plc – Annual Report and Financial Statements 2025
Section 172 statement
Relationships with
stakeholders
At CMC we understand our responsibilities towards all of
our stakeholders. The Board continues to take account
of the interests of these stakeholders when taking key
decisions, recognising the impact of its decisions on
different groups.
More information on our engagement with stakeholders and the outcomes over the
financial year under review is included on pages 28 to 29.
The Directors are mindful of their duty under Section 172 of the Companies Act 2006
(“Section 172”) to act in a way which they consider, in good faith, is most likely to promote
the success of the Company and its members as a whole and, in doing so, consider
the matters set out in Section 172 at each meeting. This includes, amongst other things,
having regard to wider stakeholder interests when making decisions and considering
the interests of the various stakeholders.
Decision making by the Board
Board information
Board strategic
discussion
Board decision
Review key commercial
financial performance
information and forecasts.
Assess and discuss
operational metrics and
key performance indicators
relating to business outcomes
and stakeholder measures.
Evaluate management’s risk
assessments against the
Enterprise Risk Management
Framework and associated
risk mitigation strategies.
Analyse the customer, market
and regulatory trends and the
competitor landscape.
Receive updates on
regulatory, compliance and
legal matters.
Define the Group: strategy,
structure, operational
objectives and long-term goals.
Consider growth strategies
including expanding the
business into new jurisdictions
and commercial areas or
developing new strategic
partnerships.
Allocate Group resources to
achieve the designated Group
strategic outcomes.
Consider the objectives
and desired outcomes of
stakeholder groups.
Assess technological
developments that arise both
internally and externally and
how these developments
canbe leveraged to the
benefit of stakeholders.
Approve material investments,
financial plans and budgets,
capital expenditure, strategic
initiatives and changes in the
Group structure or operation.
Review and agree changes
to corporate policies,
governance arrangements
and risk and control structures.
Oversee Group succession
plans, key Board and
management appointments
and Executive remuneration.
Determine dividend payments
and other mechanisms to
return value to shareholders.
Approve external
financial reporting and
key announcements to
the markets.
Our stakeholders:
Shareholders
People
Local community/charities
Environment
Suppliers
Regulators
Clients
Section 172 considerations
Likely long-term consequences
Employee interests
Relationships with customers,
suppliers and others
The impact on the community
and the environment
Maintaining reputation for high
standards of business conduct
Acting fairly between members
of the Group
26 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Key decisions
The key matters, and their impact on stakeholder interests, considered by the Board and/or management during the year are set out below:
Investment in new
business opportunities
Review of the Enterprise
Risk Management
(“ERM”) framework
New partnerships Dividend
Sustainability strategy
and targets Consumer duty
The Board continued to oversee
and support investment in new
business opportunities. During the
year the Board has continued to
pursue its strategy of diversifying
the business, scaling up our
global wealth management,
prime brokerage and institutional
offerings. We have combined
our UK Invest and Opto Markets
businesses which is an important
step in creating a modern platform
for clients. A new business hub
has been established in Bermuda
and we have begun onboarding
new clients.
The Group Risk Committee and
the Board has continued to review
and refine the ERM. The ERM
framework was reviewed and a
series of updates agreed during
the year to further strengthen our
risk management systems and we
have also simplified and further
focused our assessment of
principal risks. Further information
can be found in the Risk
Management section on page 20.
During the period the Board
reviewed a new partnerships
and the development required to
support those new partnership.
In particular we have are now
working with Revolut to offer FX,
Index, Commodities, Treasuries
and equity CFDs. We also signed
a partnership agreement with
ASB Bank, which is expected to
take 12 to 18 months to integrate,
but reinforces the position of CMC
as a trusted financial services
technology provider. We also
deepened our relationship with
StrikeX by taking a majority
shareholding position.
The Board considered
appropriateness of the current
dividend policy and no changes
were recommended to the
existing policy. The Board
therefore proposed the final
dividend for the year, subject
to approval by shareholders, of
8.3pence per Ordinary share.
The Board continues to support
management’s evolving approach
to sustainable business. During
the year the Board reviewed
developments in the sustainability
strategy. Further information is set
out in our Sustainability section on
pages 30 to 38.
The Board continued to review
the embedding of the Consumer
Duty regime. Oversight of the
Consumer Duty workstream was
led by Clare Francis, Consumer
Duty Champion and Chair of the
Group Risk Committee.
Our stakeholders:
Section 172 considerations:
Our stakeholders:
Section 172 considerations:
Our stakeholders:
Section 172 considerations:
Our stakeholders:
Section 172 considerations:
Our stakeholders:
Section 172 considerations:
Our stakeholders:
Section 172 considerations:
Please also refer to the Group’s strategy and business model which are described throughout our Strategic report, our Risk management section (pages 10 to 25), our Sustainability section (pages 30 to 38) and our Corporate governance
report (pages 44 to 49 ) for further information.
Strategic report Governance Financial statements Shareholder information
27 – CMC Markets plc – Annual Report and Financial Statements 2025
Stakeholder engagement
People RegulatorsClients
Why we engage
Meeting our clients’ needs is crucial for our business. Understanding
what our clients needs are, be they institutional or individual clients,
continues to drive our investment in and development of new products
and services.
Our employees define our culture and values. Having an engaged
workforce is central to our strategy and delivering great outcomes
forour clients and supporting our other stakeholders.
During the year we made some headcount reductions in roles across
the Group as we refocused the Group on its diversified strategy.
During these times of change it is even more important to engage with
our people.
Engagement with regulators is key to ensuring that we have in place
appropriate frameworks and controls to meet their expectations and
requirements in each jurisdiction in which we operate. As we expand
our operational footprint into new jurisdictions this continues to be an
area of focus for the Board.
We expect all our suppliers to demonstrate the same integrity and
accountability as we do to our clients. Engagement with suppliers which
perform any critical or material outsourced services ensures that we
remain compliant with European Banking Authority (“EBA”) requirements.
We take a zero tolerance approach to modern slavery and human
trafficking, as reflected in our Modern Slavery Statement (available at
www.cmcmarkets.com/group/about-us/governance), and are committed
to acting ethically and with integrity in all our business relationships. A
working group of relevant individuals from across the business reviews
controls and procedures and assesses their effectiveness.
Our shareholders provide long-term support to our business
and have expectations on how the business performs.
We recognise the importance of supporting our communities
through initiatives with our charity partners.
CMC recognises that the Group has a duty to
support the environment in the areas that we
operate. Our approach to our sustainability
strategy can be found in the Sustainability section
on pages 30 to 38.
How we engage
CMC actively engages with clients to seek feedback across a range
of channels, including our client service, sales and product teams.
Thefocus on clients has further increased with the introduction in
theUK of the new Consumer Duty regime.
Appropriate marketing and the provision of educational material
continues to be a key feature, particularly in relation to leveraged
products, to allow clients to understand which products align best
withtheir individual risk appetite.
Our employee engagement is driven through numerous channels.
This includes team meetings and briefings to our colleagues. We
undertake a global employee engagement survey with follow-up
focus groups to better understand the results and hold “town hall”
style forums to enable communication and engagement between
management and employees. During the year Susanne Chishti
stepped down as our Non-Executive Director for workforce
engagement at the 2024 AGM and her replacement remains under
active review.
Further information on how we engage with our people is described
within the Sustainability section on pages 30 to 38.
We engage in open and active dialogue with regulators, to assist their
understanding of our business and how we protect our clients and
deliver good customer outcomes. We seek to meet the expectations
of our regulators through upholding high standards of regulatory
compliance and aligning our interests with those of our clients. Our
intention is to establish strong relationships with our regulators as a
responsible participant in the markets in which we operate.
All business partners follow a mandatory procurement process to review
the external market and complete a robust evaluation of all available options.
Once a supplier is appointed, regular direct engagement between the
business owner and supplier is maintained through our Supplier Management
Programme (which sets out how we interact with our suppliers and vendor
management). As part of the procurement process, all suppliers are
categorised according to how critical the service or goods provided are to
the Group’s ability to service its clients. This categorisation determines the
frequency of interaction and level of engagement between CMC relationship
owners and the suppliers. We are continually enhancing this framework to
ensure we are always abreast of all relevant supplier issues or concerns and
there will remain a focus on a roadmap to determine the scope and frequency
of our risk assessments and monitoring activities for suppliers.
Engagement with current and prospective shareholders
continues throughout the year. Our Executive Board
members communicate the Group’s strategy and
performance and receive feedback on both these and other
matters. We provide regular half and full-year presentations,
the Annual Report and Financial Statements, our Annual
General Meeting and investor-related content on our
website. The Chairs of the Board and its Committees are
also available to meet with major shareholders.
We maintain relationships through both financial and volunteering
support with charity partners that we have committed to support.
We continue to review the Group’s Scope 1, 2 and
3 emissions and how we will seek to reduce our
impact on the environment. More information is
included in the Sustainability section.
Board oversight
The Board receives regular updates from management on client
feedback. Key issues are discussed with the Executives with a view
seeking to improve customer outcomes. Clare Francis is the Group’s
Consumer Duty Champion.
The Nomination Committee receives regular updates from members
of the HR Function on various people metrics and employee issues
and the outcome of employee surveys.
The Nomination Committee continues to monitor risks relating
to employee and people matters and their potential impact on
the business.
The Board and/or the relevant Board Committee receives regular
updates from management on the Group’s compliance with its
regulatory obligations and certain communications with the regulators
in each region in which we operate. A number of governance and audit
issues were identified in two operating subsidiaries during the year that
required engagement with the local regulator to agree the appropriate
resolution.
The Board relies on the Executives to manage the relationship with suppliers
on a day-to-day basis. Any significant new relationships will be approved
by the Board, which will also receive information on any issues with current
material outsourced services suppliers.
Shareholder feedback and details of any major movements
in our shareholders are embedded within our regular Board
meetings and are integral to our decision-making process.
The Board promotes the support of local charities in all our
global offices.
The Board has considered the appropriate
sustainability targets during the year under review
and emissions data in order to better understand
the Group’s carbon footprint. The Sustainability
section sets out details of the data on our
greenhouse gas emissions.
Outcomes
With the support and oversight from the Board during the year, we
have launched the cash ISA in the UK. The new product supports our
customers to achieve their long-term savings goal. In addition, the
Board reviewed the combination of the UK Invest and Opto products
to enhance the customer experience.
Our engagement with clients allowed us to continue to develop our
Invest products.
The Nomination Committee discusses the feedback from all the
engagement channels and provides input to senior management.
Further information on our current HR initiatives is described in the
Sustainability section on pages 30 to 38.
During the year, we have monitored the progress of a number of
regulatory consultations and guidance documents and put in place
project teams to update or adapt our procedures and practices where
appropriate in response. The Board agreed the additional resources
to resolve the matters identified in the operating subsidiaries, will
provide oversight of the communication with the local regulator and
will monitor the closure of the audit issues.
Our robust governance process allows the Group to select the best supplier
for the business and ultimately our clients. Our considered approach also
allows us to treat vendors with respect and prioritise collaboration and value
generation to mutually benefit all parties, whilst remaining compliant with
all relevant regulations. Our average time to pay invoices is in line with our
standard supplier payment terms of 30 days. This ensures that all suppliers
are treated fairly and receive payment for services or goods provided in a
timely manner.
The Board takes into account feedback from shareholders
that is obtained after major announcements. The Chair of
the Remuneration Committee will contact a number of our
shareholders to set out the proposals for the updates to our
Remuneration Policy to be presented at the 2025 Annual
General Meeting.
More information is set out in the Governance section of this
report on pages 40 to 81.
The Group and its staff have been involved in various charitable
initiatives, examples of which are provided in the Sustainability
section on pages 30 to 38.
We have reported against the Task Force
on Climate-Related Financial Disclosures
requirements and have provided further
information in the Sustainability section of
this report.
28 – CMC Markets plc Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Shareholders Local community/charities EnvironmentSuppliers
Why we engage
Meeting our clients’ needs is crucial for our business. Understanding
what our clients needs are, be they institutional or individual clients,
continues to drive our investment in and development of new products
and services.
Our employees define our culture and values. Having an engaged
workforce is central to our strategy and delivering great outcomes
forour clients and supporting our other stakeholders.
During the year we made some headcount reductions in roles across
the Group as we refocused the Group on its diversified strategy.
During these times of change it is even more important to engage with
our people.
Engagement with regulators is key to ensuring that we have in place
appropriate frameworks and controls to meet their expectations and
requirements in each jurisdiction in which we operate. As we expand
our operational footprint into new jurisdictions this continues to be an
area of focus for the Board.
We expect all our suppliers to demonstrate the same integrity and
accountability as we do to our clients. Engagement with suppliers which
perform any critical or material outsourced services ensures that we
remain compliant with European Banking Authority (“EBA”) requirements.
We take a zero tolerance approach to modern slavery and human
trafficking, as reflected in our Modern Slavery Statement (available at
www.cmcmarkets.com/group/about-us/governance), and are committed
to acting ethically and with integrity in all our business relationships. A
working group of relevant individuals from across the business reviews
controls and procedures and assesses their effectiveness.
Our shareholders provide long-term support to our business
and have expectations on how the business performs.
We recognise the importance of supporting our communities
through initiatives with our charity partners.
CMC recognises that the Group has a duty to
support the environment in the areas that we
operate. Our approach to our sustainability
strategy can be found in the Sustainability section
on pages 30 to 38.
How we engage
CMC actively engages with clients to seek feedback across a range
of channels, including our client service, sales and product teams.
Thefocus on clients has further increased with the introduction in
theUK of the new Consumer Duty regime.
Appropriate marketing and the provision of educational material
continues to be a key feature, particularly in relation to leveraged
products, to allow clients to understand which products align best
withtheir individual risk appetite.
Our employee engagement is driven through numerous channels.
This includes team meetings and briefings to our colleagues. We
undertake a global employee engagement survey with follow-up
focus groups to better understand the results and hold “town hall”
style forums to enable communication and engagement between
management and employees. During the year Susanne Chishti
stepped down as our Non-Executive Director for workforce
engagement at the 2024 AGM and her replacement remains under
active review.
Further information on how we engage with our people is described
within the Sustainability section on pages 30 to 38.
We engage in open and active dialogue with regulators, to assist their
understanding of our business and how we protect our clients and
deliver good customer outcomes. We seek to meet the expectations
of our regulators through upholding high standards of regulatory
compliance and aligning our interests with those of our clients. Our
intention is to establish strong relationships with our regulators as a
responsible participant in the markets in which we operate.
All business partners follow a mandatory procurement process to review
the external market and complete a robust evaluation of all available options.
Once a supplier is appointed, regular direct engagement between the
business owner and supplier is maintained through our Supplier Management
Programme (which sets out how we interact with our suppliers and vendor
management). As part of the procurement process, all suppliers are
categorised according to how critical the service or goods provided are to
the Group’s ability to service its clients. This categorisation determines the
frequency of interaction and level of engagement between CMC relationship
owners and the suppliers. We are continually enhancing this framework to
ensure we are always abreast of all relevant supplier issues or concerns and
there will remain a focus on a roadmap to determine the scope and frequency
of our risk assessments and monitoring activities for suppliers.
Engagement with current and prospective shareholders
continues throughout the year. Our Executive Board
members communicate the Group’s strategy and
performance and receive feedback on both these and other
matters. We provide regular half and full-year presentations,
the Annual Report and Financial Statements, our Annual
General Meeting and investor-related content on our
website. The Chairs of the Board and its Committees are
also available to meet with major shareholders.
We maintain relationships through both financial and volunteering
support with charity partners that we have committed to support.
We continue to review the Group’s Scope 1, 2 and
3 emissions and how we will seek to reduce our
impact on the environment. More information is
included in the Sustainability section.
Board oversight
The Board receives regular updates from management on client
feedback. Key issues are discussed with the Executives with a view
seeking to improve customer outcomes. Clare Francis is the Group’s
Consumer Duty Champion.
The Nomination Committee receives regular updates from members
of the HR Function on various people metrics and employee issues
and the outcome of employee surveys.
The Nomination Committee continues to monitor risks relating
to employee and people matters and their potential impact on
the business.
The Board and/or the relevant Board Committee receives regular
updates from management on the Group’s compliance with its
regulatory obligations and certain communications with the regulators
in each region in which we operate. A number of governance and audit
issues were identified in two operating subsidiaries during the year that
required engagement with the local regulator to agree the appropriate
resolution.
The Board relies on the Executives to manage the relationship with suppliers
on a day-to-day basis. Any significant new relationships will be approved
by the Board, which will also receive information on any issues with current
material outsourced services suppliers.
Shareholder feedback and details of any major movements
in our shareholders are embedded within our regular Board
meetings and are integral to our decision-making process.
The Board promotes the support of local charities in all our
global offices.
The Board has considered the appropriate
sustainability targets during the year under review
and emissions data in order to better understand
the Group’s carbon footprint. The Sustainability
section sets out details of the data on our
greenhouse gas emissions.
Outcomes
With the support and oversight from the Board during the year, we
have launched the cash ISA in the UK. The new product supports our
customers to achieve their long-term savings goal. In addition, the
Board reviewed the combination of the UK Invest and Opto products
to enhance the customer experience.
Our engagement with clients allowed us to continue to develop our
Invest products.
The Nomination Committee discusses the feedback from all the
engagement channels and provides input to senior management.
Further information on our current HR initiatives is described in the
Sustainability section on pages 30 to 38.
During the year, we have monitored the progress of a number of
regulatory consultations and guidance documents and put in place
project teams to update or adapt our procedures and practices where
appropriate in response. The Board agreed the additional resources
to resolve the matters identified in the operating subsidiaries, will
provide oversight of the communication with the local regulator and
will monitor the closure of the audit issues.
Our robust governance process allows the Group to select the best supplier
for the business and ultimately our clients. Our considered approach also
allows us to treat vendors with respect and prioritise collaboration and value
generation to mutually benefit all parties, whilst remaining compliant with
all relevant regulations. Our average time to pay invoices is in line with our
standard supplier payment terms of 30 days. This ensures that all suppliers
are treated fairly and receive payment for services or goods provided in a
timely manner.
The Board takes into account feedback from shareholders
that is obtained after major announcements. The Chair of
the Remuneration Committee will contact a number of our
shareholders to set out the proposals for the updates to our
Remuneration Policy to be presented at the 2025 Annual
General Meeting.
More information is set out in the Governance section of this
report on pages 40 to 81.
The Group and its staff have been involved in various charitable
initiatives, examples of which are provided in the Sustainability
section on pages 30 to 38.
We have reported against the Task Force
on Climate-Related Financial Disclosures
requirements and have provided further
information in the Sustainability section of
this report.
Strategic report Governance Financial statements Shareholder information
29 – CMC Markets plc – Annual Report and Financial Statements 2025
Sustainability
Sustainable and
responsible business
We are committed to acting responsibly in delivering on our purpose:
empowering investors to achieve their trading and investing goals. A
fundamental component of this commitment is ensuring sustainable
and responsible practices. By doing so, we create value not only for
our shareholders but also for our customers, employees and wider
stakeholders.
UN SDG targets
Our ESG strategy aligns with several United
Nations Sustainable Development Goals
(UN SDGs), and we have highlighted these
connections throughout the following pages
where relevant.
Case study: Our people
Creating opportunities
We are proud to support Making The Leap, helping
young people access careers in financial services.
Since 2016, we have sponsored the Social Mobility
Careers Fair and placed many into full-time roles at
CMC Markets.
Our commitment to social mobility is deeply
personal. Lord Cruddas, who founded CMC
Markets in 1989, left school at 15 and worked his
way up in finance. Many colleagues share similar
journeys, and we remain dedicated to creating
opportunities for the next generation.
As part of this commitment, we have refined our
approach to sustainability, focusing on the areas
most critical to our success. We have streamlined
our key pillars from five to three, ensuring greater
clarity, alignment with our strategy and reduced
overlap. These core pillars define how we operate as a
responsible business:
Platform and Proposition – Delivering a robust,
innovative and transparent trading and investing
platforms that meet the evolving needs of
ourcustomers.
People – Creating a diverse, inclusive, and
high-performing workplace that enables our
employees to thrive.
Planet – Managing our environmental impact and
integrating sustainable practices into our operations.
These pillars underpin our approach to responsible
business, guiding our decision-making and ensuring
that we continue to operate in a way that is sustainable,
ethical and aligned with our long-term strategic goals.
Oversight of sustainability principles
The Board oversees the conduct of our business, shaping
our strategic direction while ensuring a focus on long-
term, sustainable success. Sustainability considerations
are embedded in our decision-making processes and are
regularly reviewed by our Executive Committee.
Our Group Risk Committee is responsible for overseeing
the framework for managing and reporting risks related
to climate change, ensuring that we understand and
mitigate potential financial and operational impacts. Our
Group Audit Committee plays a key role in reviewing
our sustainability updates and disclosures, including
those required under the Task Force on Climate-related
Financial Disclosures (“TCFD”), as part of its broader
oversight of our Annual Report.
Accountability for driving our sustainability strategy
sits with the Executive Committee, who ensure that
sustainability and responsible business practices remain
integral to our operations and long-term growth.
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30 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Platform and proposition
High-quality offering
Our platform is at the core of our business — if clients
are unable to trade, we cannot generate revenue.
Maintaining a high level of uptime is crucial to our
continued success, ensuring that customers can
access markets whenever they need.
Central to delivering this reliability is our commitment to
maintaining a resilient, high-performing infrastructure.
While we have experienced outages — including
those related to the global CrowdStrike incident — we
maintained uptime in excess of 99.9% during the year,
demonstrating the robustness of our technology.
We are continuously investing in our platform to
improve outcomes for our customers, providing
them with the products and features they need to
trade effectively. To date, we have invested over £100
million in our technology, ensuring it remains market-
leading while expanding our range of instruments and
geographic reach.
During the year, amongst many other initiatives,
we launched extended trading hours across a
range of US stocks and progressed work to accept
stablecoin payments through our Bermudan entity
— enhancing flexibility for clients and positioning
the platform for future opportunities in Web 3.0 and
decentralised finance.
The quality of our offering continues to be recognised
through numerous industry awards. In FY 2025, a
selection of these accolades included:
UK – Best For Low-cost ISA > £50 – Boring Money
Best Buy Awards 2024
Australia – Best for Foreign Exchange Trading –
WeMoney Investment Awards 2024
UK – Best Mobile Trading Platform – ADVFN
International Financial Awards 2024
UK – Best Trading Technology Partner –
HedgeWeek European Awards 2024
Australia – Best for Portfolio Insights – WeMoney
Investment Awards 2024
Global – No.1 Most Currency Pairs –
ForexBrokers.com
UK – Best For Share Traders – Boring Money Best
Buy Awards 2024
Our ongoing focus on innovation, resilience and
customer-centric enhancements ensures that
we remain a trusted platform for traders and
investors globally.
Platform uptime
99.93%
UN SDG targets
Our approach
We provide a range of products and services
designed to empower individuals to trade and
invest with confidence. Our goal is to support
customers in achieving their financial objectives,
whether through short-term trading or long-term
wealth building. We are committed to offering a
secure, reliable and user-friendly platform, along
with a transparent and fair product suite that meets
the diverse needs of our customers.
FY 2025 Highlights
Continued launch of new products, including
the Cash ISA in the UK and extended trading
hours across a range of major US stocks.
Winner of numerous industry awards across
the globe.
Accessible investing
In our investment arm, we are committed to making
investing more accessible, helping customers achieve
their financial goals while ensuring good outcomes.
Our low-cost stockbroking businesses in Australia
where we are the second-largest provider — as well
as in Singapore and the UK, enable customers to save
and grow their wealth through an intuitive and cost-
effective investment platform. We continue to enhance
our offering, ensuring that investing is straightforward,
efficient and aligned with customer needs.
Through our thematic investing product in the USA, we
provide opportunities for customers to invest in causes
that matter to them, fostering deeper engagement
and enabling personalised investment strategies. By
offering access to themes shaping the future — such
as technology, sustainability and healthcare — we
empower customers to align their investments with their
values and long-term objectives.
Access to information
Whether on our trading or investment platforms,
we believe that informed decision-making is key to
achieving financial success. We offer a comprehensive
suite of educational resources, including online
materials to help customers understand financial
products and determine what is suitable for their needs.
We also offer our Sessions podcast, which won the
#1 Podcast Series award at the 2024 ForexBrokers.
com Awards.
We are committed to conducting our business in line
with the highest ethical standards. Transparency is
at the core of our proposition, and we heavily invest
in governance, technology and customer support to
ensure our services remain clear, fair and accessible.
Our robust compliance framework ensures that
customers can trade and invest with confidence,
knowing that their interests are at the heart of
everything we do.
Through continuous investment in
technology and infrastructure, we ensure
that our clients have access to the markets
whenever they need.
Strategic report Governance Financial statements Shareholder information
31 – CMC Markets plc – Annual Report and Financial Statements 2025
Case study: Our proposition
Responding to customer demands – the launch of
CMC Invest’s Flexible Cash ISA
During the year, we launched our Flexible Cash ISA in
the UK, responding to strong customer demand. This
strengthens our presence in the growing cash savings
market, providing customers with an attractive, tax-
efficient option.
With fintech firms driving innovation, the savings
market is evolving rapidly. Our entry ensures
customers benefit from a modern product offering
accessibility, flexibility and security. The ISA can be
opened with as little as £1, is managed via our app,
and allows withdrawals and replacements within the
same tax year without affecting the ISA allowance.
Customers can access funds at any time without
penalties or rate reductions.
While we are not a bank, we are authorised and
regulated by the FCA to accept ISA deposits.
Customer funds benefit from Financial Services
Compensation Scheme protection, with deposits held
by NatWest and in Qualifying Money Market Funds —
ensuring security up to £85,000 per customer.
Since launch, our Flexible Cash ISA has been well
received, reflecting strong demand for high-yield,
accessible savings. As we continue to innovate, we
remain focused on delivering value-driven products
that help customers achieve their financial goals. We
are committed to staying at the forefront of financial
product development, ensuring we remain a trusted
partner for savers and investors alike.
Platform and proposition continued
Partnerships
Alongside our direct-to-consumer offerings, we
continue to expand our strategic partnerships to
enhance both our market presence and service
capabilities. These collaborations enable us
to reach new customer segments, scale our
operations efficiently and reinforce our position as a
trusted provider.
During the year, we entered into partnerships with
Revolut and ASB Bank, providing a scalable and
robust trading and investment infrastructure. These
agreements reflect the confidence that leading
financial institutions have in our platform, demonstrating
the quality, reliability and innovation that underpin
our offering.
By partnering with established brands, we continue to
strengthen our market reach and deliver high-quality
trading solutions to a broader audience — further
solidifying our reputation as the partner of choice in
the industry.
Resilience
To enhance operational resilience, we maintain detailed
business continuity planning frameworks. Over the
past year, we have successfully implemented DORA
requirements and are actively working to align with
the new Corporate Governance Code, reinforcing
our commitment to a strong and effective control
environment.
Information security and
dataprotection
We manage significant amounts of sensitive data
relating to our customers, products and business
operations. Protecting this information is critical to
maintaining customer trust and ensuring business
continuity. Our systems undergo regular testing, with
robust backup and monitoring processes in place.
Human rights and modern slavery
We uphold the highest ethical standards and have
a zero-tolerance approach to modern slavery. This
commitment extends across our business, covering all
employees, contractors and suppliers.
To enforce this, we have implemented robust systems
and controls to prevent modern slavery and human
trafficking within our operations and supply chains.
Employees receive mandatory training to help them
identify and mitigate risks. Additionally, as part of our
recruitment process, we conduct thorough eligibility-
to-work checks to safeguard against human trafficking
and ensure compliance with employment regulations.
Anti-bribery and corruption
We are committed to conducting business with honesty
and integrity, operating with a zero-tolerance stance
on bribery and corruption. Our policy ensures that
all employees, suppliers, contractors and business
partners are clearly informed of our ethical expectations
at the outset of any business relationship and
throughout our engagement with them.
Sustainability continued
32 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
People
Employee engagement
Employee engagement rebounded from 37% to 57%
globally, recovering from the previous year’s decline,
which had been impacted by workforce reductions and
the transition away from hybrid working. We recognise
the importance of fostering a positive workplace culture
and will continue taking action to enhance engagement.
Talent development
We are committed to providing an environment where
employees can develop their careers and prosper. All
colleagues have access to development tools, including
LinkedIn Learning, and many undertake structured
training across a range of professional qualifications
to support their career progression. Alongside this, we
operate a number of successful mentoring programmes
to support colleagues’ development and growth.
Working environment
We operate a fully office-based model, recognising
the benefits of face-to-face collaboration. As part
of our commitment to a modern and engaging
workplace, we have completed the refurbishment of our
London office and opened a new office in Singapore.
Complimentary breakfast is also provided as part of our
workplace benefits.
We are committed to ensuring equality of opportunity
for disabled applicants and employees. We make
reasonable adjustments during recruitment and provide
support to help disabled colleagues thrive in their roles.
High performance culture
We are committed to fostering a high-performance
culture that underpins our strategy. Central to this is
supporting internal moves and promotions, enabling
our people to grow and succeed within the organisation.
Our pay and benefits package is comprehensive and
regularly benchmarked to ensure it remains attractive.
As an investment business, share ownership is core
to our culture. Encouraging colleagues to become
shareholders strengthens alignment with our investor
Case study: Our people
Pedal power – London to Brighton
BikeRide
Several CMC Markets employees cycled from London to Brighton in support of
the British Heart Foundation, raising £3,109. Fundraising activities, including a
bake sale and raffle, boosted contributions, with support from key suppliers.
Ahead of the ride, the team completed a final practice route through London,
taking in landmarks such as Hyde Park and Buckingham Palace, before finishing
with a well-earned coffee break.
Raised by colleagues in Singapore for the
Kidz Horizon Appeal
S$30k
Colleague engagement score
57%
UN SDG targets
Our approach
We are committed to developing and empowering
our people, providing them with the support and
opportunities needed to reach their full potential.
We foster an engaging and inclusive workplace
where talent is recognised and valued. Our
success is driven by the expertise and dedication
of our people, who embody our values and deliver
exceptional service across the business.
FY 2025 Highlights
Global engagement of 57% up from 37% the
prior year.
Continued growth of colleague and charity
events, fostering collaboration and teamwork
Eighth year of working with Making the Leap,
helping support young people into careers in
financial services.
People are at the heart of CMCs success, and
attracting, developing and motivating top talent
iskey to our future growth.
base and rewards long-term commitment. In addition
to share awards for Executive Directors and senior
managers under the Long-Term Incentive Plan, we offer
a tax-efficient share scheme open to all employees.
We also run a Leadership Development Programme
to support the next generation of leaders from within
the business.
Communication
Open communication is fundamental to our culture.
We facilitate regular ‘Meet the Execs’ sessions,
providing employees with direct access to leadership.
Additionally, over the year, Lord Cruddas visited all our
main offices, reinforcing our commitment to transparent
and meaningful engagement with colleagues.
Strategic report Governance Financial statements Shareholder information
33 – CMC Markets plc – Annual Report and Financial Statements 2025
Sustainability continued
Case study: Our people
Empowering inclusion
Over the past year, we continued to foster Women in CMC — our
internal women’s network — through a series of inclusive and engaging
events designed to inspire, connect and support women across the
organisation. The network plays a key role in promoting gender equity
and helping colleagues build confidence, share experiences, and grow
both professionally and personally.
One of the highlights of the year was a special event held to celebrate
International Women’s Day, where we were proud to host Jo Fairley,
co-founder of Green & Black’s. Jo shared her entrepreneurial journey,
the challenges she faced in scaling an ethical chocolate brand, and her
perspective on what it means to be a female founder in a traditionally
male-dominated industry.
Throughout the year, the network also ran a number of other activities.
These included yoga sessions to promote wellbeing and balance, and a
series of spotlight sessions featuring women from across the business.
These internal spotlights gave colleagues the opportunity to hear from
one another about career paths and the diverse ways women contribute
to CMC’s success.
The Women in CMC initiative continues to build momentum, creating a
space for open conversation, support and professional development.
It’s one of several ways we’re working to build a more inclusive culture —
where everyone feels empowered to thrive.
People continued
Gender balance
We are a signatory of the Women in Finance Charter and actively support
our colleague network, Women in CMC. We recognise that the brokerage,
trading and investing sectors continue to have a higher proportion of men
at all levels. We are committed to fostering greater gender diversity and
actively participate in initiatives to attract more women to the profession,
including dedicated networking and recruitment events such as Women
in Broking.
We acknowledge that achieving parity at all levels will take time, but our
priority is to create an environment where everyone can succeed. While we
remain committed to diversity, we do not set specific internal targets, as we
believe in hiring the right person for each role based on merit, irrespective of
any other characteristics.
We recognise that we do not currently meet the diversity targets set out by
the Listing Rules. However, we remain committed to ensuring that diversity
is a key consideration in Board appointments, while maintaining the right
balance of skills and expertise.
31 March 2025
Women Men
Directors 2 (29%) 5 (71%)
Senior Managers 11 (18%) 51 (82%)
Company 307(29%) 753 (71%)
Charity and volunteering
During FY 2025, we continued to support charitable causes. We have
moved away from large corporate partnerships to an approach that
supports staff-nominated causes, allowing employees to contribute to
initiatives that resonate with them personally. We have also partnered with
Making the Leap, an organisation dedicated to transforming the futures of
disadvantaged young people in the UK.
In Singapore, we raised over S$30,000 during Christmas for the Kidz
Horizon Appeal, supporting the KKH Health Fund (part of SingHealth
Fund). Additionally, we donated 150 drawing pads and coloured pencils
to beneficiaries of the Child Life Therapy Programme at KK Women’s and
Childrens Hospital.
In the UK, employees took part in various fundraising and volunteering
activities. Our London to Brighton Bike Ride raised £3,109 for the British
Heart Foundation, while staff participated in the Standard Chartered Great
City Race and the London Legal Walk, raising funds for legal aid charities.
A two-minute planking challenge in June raised £2,100 for Great Ormond
Street Hospital. Staff also supported Breast Cancer Now through a ‘Wear It
Pink’ event, bake sale and coffee morning, raising £519. For Remembrance
Day, poppies were sold at reception, and a fundraising initiative in honour
of servicemen raised £1,500. Our partnership with Hackney Foodbank in
November and December resulted in six boxes of essential items being
donated to support those in need.
Health and wellbeing
We prioritise employee wellbeing through comprehensive health insurance
and a regular calendar of initiatives promoting physical and mental health.
Events included puppy therapy, perfume-making workshops for relaxation
and mindful floristry exploring colour psychology.
Financial wellbeing and menopause awareness workshops provided
valuable insights, while a men’s mental health session highlighted key health
risks. Cleaner Appreciation Day recognised the efforts of our Housekeeping
Team, including a well-deserved lunch.
Whistleblowing
We are committed to maintaining a strong ethical workplace culture where
employees feel confident in reporting concerns about misconduct or
unethical behaviour. Our whistleblowing framework provides a confidential
and anonymous channel for raising concerns, including access to an
independent external whistleblowing service. Reports are handled
impartially, following a structured process that ensures whistleblowers are
protected from retaliation.
Staff events
Social events play a key role in fostering a connected and inclusive
workplace. We host a diverse calendar of events throughout the year,
including our annual Christmas party and regular office socials. We also
celebrate cultural and awareness events such as Black History Month,
Chinese New Year and International Women’s Day, reinforcing our
commitment to an inclusive workplace.
Monthly themed social events brought staff together, with activities such as
football screenings and food pop-ups. Seasonal events included a pumpkin
carving workshop for Halloween and festive-themed creative sessions,
such as candle making, wreath making and bauble decorating. These
initiatives helped foster a sense of community while promoting creativity and
wellbeing.
Strategic report Governance Financial statements Shareholder information
34 – CMC Markets plc – Annual Report and Financial Statements 2025
Global energy emissions (tCO
2
e) by scope
Scope 1 Emissions – Direct emissions from
sources owned or controlled by a company (e.g.
fuel combustion in company vehicles, on-site
energy generation).
Scope 2 Emissions – Indirect emissions from
purchased electricity, heat steam, or consumed
by the company.
Scope 3 Emissions – Indirect emissionsfrom
the company’s value chain, including suppliers,
business travel, employee commuting
andproduction.
Planet
As a digital-first business, our operations naturally result in lower direct
carbon emissions compared to more resource-intensive industries,
with the majority of our emissions lying within our value chain. While we
recognise our responsibility and remain committed to supporting a more
sustainable future and reducing our impact, our response is designed to be
proportionate.
UK colleagues participating in our
electric vehicle leasing scheme
36
UN SDG targets
Our approach
We are committed to minimising our
environmental footprint and take a proportionate,
risk-based approach to managing climate-related
issues. We consider the potential impacts of
climate change on our business and take steps to
address both risks and opportunities. Recognising
the importance of collective action in achieving
global net zero goals, we are dedicated to playing
our part in building a more sustainable future.
FY 2025 Highlights
Relocated our secondary UK-based data
centre to a new co-located facility, resulting in a
50% reduction in power consumption.
Signed a lease for a new head office in
Singapore, which has received an award for
excellence in its environmental design.
Our carbon profile
The majority of our greenhouse gas (GHG) emissions
are Scope 3, arising primarily from cloud computing,
marketing, and other upstream services. While these
emissions fall outside our direct control, we actively
engage with key suppliers to promote transparency,
encourage renewable energy use, and support their
decarbonisation journeys. We recognise the progress
many of them are making towards their own carbon
targets and continue to support their transition.
Our direct (Scope 1) and indirect (Scope 2) emissions
remain low. Nonetheless, we continuously look to
improve our infrastructure and see opportunities to
reduce these emissions further.
We have also modernised our data centres in recent
years, adopting more energy-efficient infrastructure
and moving workloads to cloud-based solutions
wherever feasible. This reduces reliance on traditional
data centres and contributes to improved overall energy
efficiency.
Sustainable ways of working
As a global organisation, we value collaboration but also
recognise the importance of minimising unnecessary
travel. Where essential, we will continue to visit our sites
and engage with teams in person, but the vast majority
of meetings and engagements are now conducted
through digital collaboration tools — significantly
reducing our travel-related emissions.
Employee commuting
We offer a range of initiatives to help colleagues make
environmentally conscious commuting choices,
including:
Cycling facilities at our main offices.
Season ticket loans to support public
transport usage.
Electric vehicle leasing schemes in the UK and
Australia.
These initiatives are designed to promote well-being
while contributing to our sustainability goals.
Addressing Scope 3 and Supply Chain Emissions
Scope 3 emissions are central to our long-term
sustainability strategy. We are working with suppliers
to assess emissions across our value chain and are
exploring more sustainable procurement approaches.
Our ongoing supplier engagement aims to improve
transparency and identify opportunities to reduce
environmental impact without compromising
operational resilience.
B
C
A – Scope 1 0%
B – Scope 2 1%
C – Scope 3 99%
Operational Emissions and Infrastructure
Our main sources of Scope 1 and 2 emissions include
our offices and data centre operations.
We are currently relocating our Singapore office to
a larger but more energy-efficient space, which has
received a BCA Green Mark Platinum award — the
highest level of certification for best practices in
environmental design, construction, and adoption of
green building technologies. Similarly, our London
office will be moving in the coming years as part of a
site redevelopment, which presents an opportunity
to reduce energy consumption and align with our
sustainability objectives.
Strategic report Governance Financial statements Shareholder information
35 – CMC Markets plc – Annual Report and Financial Statements 2025
Sustainability continued
Planet continued
Our approach to net zero and energy markets
We support global efforts to reach net zero and remain committed to playing our part. However, we acknowledge
that fossil fuels will continue to play a role in the global energy mix during the transition.
We believe that informed choices and transparency are essential in the evolving ESG landscape. Clients should
always have the freedom to make their own investment decisions. For this reason, we continue to support our
customers’ ability to take positions in all commodities, including oil and gas products and energy companies.
Likewise, our corporate brokerage arm, CMC CapX, continues to support hydrocarbon producers in raising capital.
This reflects our view that the path to decarbonisation must remain inclusive, flexible, and market-led.
TCFD Compliance statement
We have set out our climate-related financial disclosures in accordance with the 11 recommendations of
the Task Force on Climate-related Financial Disclosures (TCFD) and confirm compliance with Listing Rule
6.6.6R(8). These disclosures also meet the requirements of the UK Government’s Climate-related Financial
Disclosure (CFD) regulations, under the Companies Act 2006 (as amended).
The disclosures address all eight statutory requirements and are structured around the four TCFD pillars:
Governance, Strategy, Risk Management, and Metrics and Targets.
Governance
Board oversight
The Board oversees climate-related issues as part of its broader sustainability responsibilities. It considers these
matters when reviewing and guiding strategy, major plans of action, and risk management policies. The Board
approves targets related to climate change and receives formal updates at least three times per year, enabling it to
monitor progress against agreed goals.
Our governance framework includes:
Group Board
Audit
Committee
Provides
independent
oversight of
climate-related
reporting within the
TCFD disclosure.
Risk
Committee
Reviews reports
on principal
business risks,
including climate-
related risks, and
recommends
approval of the
TCFD disclosure to
the Board.
Nomination
Committee
Ensures the Board
has appropriate
sustainability
knowledge through
appointment
processes and
ongoing training.
Remuneration
Committee
Evaluates
Executive
Directors’
performance
against
sustainability-
related objectives.
Management’s role
Day-to-day responsibility for managing climate-related
risks and opportunities sits with the Sustainability
Committee. The Committee includes two Board
members (the Deputy Chief Executive Officer and the
Head of Asia Pacific), alongside other senior leaders
from across the business.
The Committee meets at least three times a year to
review climate-related matters, supported by input
from teams across the Group and external subject
matter experts. Climate-related issues are escalated
to the Committee through regular updates from the
business. The Committee monitors developments
by reviewing external regulatory updates, market
developments, and emerging risks. Key outputs are
summarised and reported to the Board to ensure that
climate considerations are integrated into strategy, risk
management, and operational decision-making.
Strategy
Climate-related risks and opportunities and the
impact of these on our business
We assess climate-related risks and opportunities
across short- (up to 1 year), medium- (1–10 years),
and long-term (over 10 years) horizons, reflecting the
expected pace of regulatory and market developments
Our business is considered resilient to climate-related
risks. The Directors have assessed the potential
impacts of climate change on the Group’s financial
reporting and concluded that there is currently no
material effect on accounting judgements or estimates.
Similarly, climate-related risks are not expected to have
a material impact on the Group’s longer-term viability.
Materiality is assessed consistently with our financial
reporting thresholds, or £5 million for non-financial
disclosures.
While risks have the potential to become material in
the future, they are not currently considered so. As a
result, climate risks are not factored directly into the
Group’s financial planning process, which covers a
three-year period. APAC and Canada are identified as
having the highest exposure to medium- and long-term
climate risks.
Case study: Our Planet
Sustainable Data
CentreTransition
In 2025, we completed the full decommissioning
of our secondary UK-based data centre and
transitioned to a new co-located facility in
partnership with KAO Data. A key factor in
choosing KAO was the strength of its sustainability
credentials, which align closely with our own
environmental objectives.
The facility is designed with sustainability at its core,
boasting BREEAM “Excellent” certification, an
ultra-efficient power usage effectiveness of 1.2, and
energy sourced entirely from a specific UK provider.
It also uses sustainable generators for backup
power fuelled by hydrotreated vegetable oil.
This move has allowed us to consolidate our data
centre footprint by nearly 50%, reducing overall
power consumption and improving operational
efficiency across our infrastructure.
36 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Key climate-related risks and responses:
Risk Description Potential Impact Time frame Response and mitigation plan Metrics
Severe weather
events
Physical Revenue loss and higher energy
costs due to cooling and
infrastructure damage
Medium to
long term
We continue to monitor exposure across our locations and
suppliers, embedding climate considerations into infrastructure
planning, particularly in relation to data centre resilience.
Platform uptime
Energy transition
Transitional Volatile energy costs and potential
service disruption
Short to long
term
We monitor energy market dynamics, engage with suppliers to
support a stable, lower-carbon energy supply and assess
opportunities to improve energy efficiency. Given our limited
influence over most suppliers, progress in reducing scope 2 and
3 emissions is largely dependent on government targets and policies.
Scope 1, 2, 3
emissions,
tCO
2
e per
employee
Enhanced
reporting
obligations
Transitional Increased compliance costs and
reputational risk from non-
compliance
Short to
medium term
We regularly monitor emerging regulatory requirements and
adapt internal policies accordingly to ensure full compliance
andtransparency.
Not currently
tracked
Changing
customer
behaviour
Transitional Demand shifts, asset write-downs
and increased investment needs
Short to
medium term
We track evolving customer expectations and align our product
strategy to support low-carbon investments, maintaining
long-term relevance.
Not currently
tracked
Key Climate-related Opportunities and Responses:
Opportunity Time frame Potential impact Response and mitigation plan
Climate-related
products and
services
Medium term Increasing client interest in the energy transition and sustainable
investments presents an opportunity to broaden our product offering,
attract new clients and strengthen long-term revenue. This also
supports alignment with evolving regulatory expectations and investor
preferences.
We continue to monitor market trends and client demand
toexpand our range of climate-aligned financial products.
Wehave already integrated sustainability filters and
climate-conscious options across our platforms, and we
remain focused on enhancing access to transition-related
investment opportunities.
Resilience Analysis
We mapped climate risks to our climate risk register in
2023, supported by Ever Sustainable. This mapping
focused on material risks across our business model,
taking into account our geographic footprint and service
delivery model. We reassessed the output in 2024 and
confirmed the mapping remains valid given there were
nosignificant changes to our operational structure.
We undertook qualitative scenario analysis across a
C and a 3°C+ pathway:
In a 2°C or lower scenario, we anticipate a rapid
policy shift and growing market volatility. This could
temporarily drive increased demand for cash liquidity
within our institutional segment, while also increasing
client engagement across our trading platform as
clients navigate uncertainty.
In a 3°C+ scenario, more severe physical impacts
could affect our data centre infrastructure and
energy usage. Economic slowdown in markets such
as Australia may affect demand for our investing
platform in the medium to long term.
While we do not currently model full climate scenarios
as part of our ICARA or viability assessments, we are
actively developing capabilities to integrate scenario
analysis into these frameworks, including stress testing
climate-linked risks.
Risk management
Risk identification and assessment
In 2023, we conducted a comprehensive climate risk review,
supported by Ever Sustainable, to integrate climate risks into
our enterprise risk management framework. This included
benchmarking against peers, stakeholder interviews, and
mapping climate risks to principal risk categories.
We classify climate risks into:
Physical risks: acute (e.g. storms, heatwaves) and
chronic (e.g. rising temperatures, sea level rise)
Transitional risks: arising from regulatory,
technological, legal or reputational change
This assessment has been undertaken at a Group level
but considers all the geographies we operate in.
Risk management process
While climate-related risks are not currently classified
as principal risks, they are embedded within broader
principal risk categories. We will continue to monitor
developments and escalate risks where materiality
thresholds are met.
Metrics and targets
Metrics for assessment
We use a range of metrics to monitor and assess
climate-related risks and opportunities, aligned with
our strategy and risk management processes. These
include both operational and strategic indicators
relevant to our business model as a technology-led
financial services provider.
As climate-related risks are not currently considered
material to the Group, climate-related metrics are not
included in our approach to determining remuneration.
This position is kept under regular review in line with
evolving expectations and risk assessments.
Targ ets
We initially committed to achieving net zero (reducing
emissions by 100%, as far as possible first with the use
of offsetting for any residual emissions that are not
feasible to eliminate) in Scope 1 and 2 emissions by
2030. However, given that our Scope 2 emissions are
derived from leased properties where we have limited
operational control and staff commuting is influenced by
societal factors, we have aligned our net zero ambition
to 2050, consistent with government targets in our two
largest markets (UK and Australia).
By this date we also aim to be net zero in total emissions,
including Scope 3 emissions. We retain an interim target
to remain net zero in our scope 1 emissions by 2030.
We continue to:
Engage with landlords and suppliers to encourage
the use of renewable energy
Promote behaviour change among employees
Support our suppliers’ transition strategies through
regular engagement
Strategic report Governance Financial statements Shareholder information
37 – CMC Markets plc Annual Report and Financial Statements 2025
Sustainability continued
Planet continued
Metrics and targets continued
Assurance approach
Given we do not consider the impact of climate-related risks or opportunities to be material, the Board has chosen
not to obtain external assurance over the TCFD disclosures or the related metrics and targets. However, the process
for measuring carbon emissions was subject to an internal audit review during FY 2024.
Emissions and energy use summary
Greenhouse gas emissions
Scope 1: Relates to vehicles provided through our salary sacrifice schemes in the UK and Australia. These are
electric vehicles, resulting in zero emissions.
Scope 2: Relates to electricity used in leased offices. These emissions are classified as indirect due to lack of
operational control.
Scope 3: Encompasses upstream and downstream emissions, including cloud services, business travel, capital
goods and employee commuting.
Calculation methodology
We use the operational control approach. GHG emissions have been calculated in line with the GHG Protocol
methodology. Where we do not directly control energy sources (e.g. landlord-controlled heating), these are classified
as Scope 2 or 3. We follow SECR guidance and apply AIB emissions factors for Scope 2, and DBT/Exiobase
for Scope 3.
Global energy consumption by location
Year ended
31 March 2025
(kWh)
Year ended
31 March 2025
%
Year ended
31 March 2024
(kWh)
Year ended
31 March 2024
%
UK 1,715,174 89% 2,990,245 85%
Rest of World 214,322 11% 540,823 15%
Total 1,929,496 100% 3,531,068 100%
Global energy emissions by location
Year ended
31 March 2025
(tCO
2
e)
Year ended
31 March 2025
%
Year ended
31 March 2024
(tCO
2
e)
Year ended
31 March 2024
%
UK 4,094.0 35% 4,714.9 38%
Rest of World 7,442 .4 65% 7,606.9 62%
Total 11,536.4 100% 12,321.8 100%
Greenhouse gas emissions by scope
Sub category Unit
Year ended
31 March
2025
Year ended
31 March
2024
Year ended
31 March
2015
(base year)
Scope 1:
tCO
2
e
kWh
Scope 2:
Electricity
tCO
2
e 159.1 168.3 3,560.4
kWh 1,929,496 3,531,068 5,940,440
Scope 3:
Purchased goods and services
tCO
2
e 7,823.3 9,864.6
Fuel- and Energy-Related Activities tCO
2
e 114.8 218.9
Upstream transportation and distribution tCO
2
e 37.9 126.2
Waste generated in operations tCO
2
e 4.5 6.4
Business travel tCO
2
e 412.7 541.5
Employee commuting tCO
2
e 391.4 384.7
Upstream leased assets tCO
2
e 1,074.1 1,009.0
Investments
tCO
2
e 1,518.5 2.1
Total global emissions
tCO
2
e 11,536.4 12,321.8 3,560.4
kWh 1,929,496 3,531,0680 5,940,440
Net operating income £m 340.1 332.8 143.6
Headcount (as at 31 March) number 1,060 1,175.0 473.0
Intensity ratio (total global emissions/net operating income)
tCO
2
e/£m 29.5 37.0 24.8
Intensity ratio (total global emissions/employee) tCO
2
e/HC 10.9 10.4 7.5
Renewable % for electricity 100% 95%
Assumptions
The greenhouse gas emissions calculations are based on data provided by internal and external sources, including
our value network and suppliers. Assumptions regarding emission factors and the scope of activities covered have
been aligned with recognised industry standards, ensuring accuracy and consistency in reporting.
Movement in year
The continued reduction in emissions is primarily driven by efforts within our value network and suppliers, reflecting
our ongoing commitment to sustainability. However, this has been partially offset by an increase in investment-
based emissions, resulting from a shift in our financial investment strategy. Scope 2 electricity usage reduced owing
to a movement of our in house data centre to a third party provider. Additionally, the intensity ratio, measured by
headcount, which we use as a KPI, has seen a slight increase due to a reduction in headcount over the year.
38 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Non-financial information and sustainability statement
Set out below is the information required by Sections 414CA and 414CB of the Companies Act 2006 (the “Act”) necessary for an understanding of the Group’s development, performance
and position in relation to the matters set out in the table below. Group policies can also be found at www.cmcmarkets.com/group/about-us/governance/policies-and-documents.
Reporting requirement Group policies and statements Commentary, outcomes and KPIs
Environmental matters Our Sustainability and Climate-Related Financial Disclosures section pages 30 to 38.
Employees
Equal Opportunity Policy
Anti-Harassment and Bullying Policy
Diversity and Inclusion Statement and Policy
Board Diversity Policy
Group Health and Safety Policy
Group Grievance Procedure
Whistleblowing Policy
Our Sustainability section pages 30 to 38.
Nomination Committee section pages 57 to 60.
Further information at: www.cmcmarkets.com/group/about-us/governance/policies-and-documents
Social matters
Equal Opportunity Policy
Accessibility Statement
Diversity and Inclusion Statement and Policy
Board Diversity Policy
Our Sustainability section pages 30 to 38.
Nomination Committee section pages 57 to 60.
Further information at: www.cmcmarkets.com/group/about-us/governance/policies-and-documents
Human rights
Group Anti-Slavery Policy
Modern Slavery Statement
Our Sustainability section pages 30 to 38.
Nomination Committee section pages 57 to 60.
Further information at: www.cmcmarkets.com/group/about-us/governance/policies-and-documents
Anti-corruption and anti-bribery matters
Group Anti-Bribery and Corruption Policy
Group AML Policy
Group Financial Sanctions Policy
Group Politically Exposed Persons Policy
Principal risks section pages 21 to 24.
Further information at: www.cmcmarkets.com/group/about-us/governance/policies-and-documents
Principal risks Principal risks section pages 21 to 24.
Business model Our business model section page 10.
Non-financial key performance indicators Key performance indicators section pages 14 to 15.
Lord Cruddas
Chief Executive Officer
5 June 2025
Strategic report Governance Financial statements Shareholder information
39 – CMC Markets plc – Annual Report and Financial Statements 2025
Chairmans governance overview
Dear shareholder,
On behalf of the Board, I am
pleasedto present the Groups
Governance Report for the year
ended 31March 2025.
In my statement on pages 4 and 5, I discuss some of
the key developments during the course of the year.
The year ended 31 March 2025 was one of strong
delivery and strategic clarity for CMC. The Group made
material progress in executing its long-term growth
plans while simultaneously improving operational
efficiency and profitability. The Board is pleased with
the results, but more importantly, with how they were
achieved — through a disciplined approach, sound risk
management, and clear strategic governance.
Focused on the delivery of the
Groups strategy and long-term
sustainable success
During the year, the Board has continued to
support management in the delivery of the
Groups strategy.
As the Group moved from a phase of significant
investment to one of operational optimisation, the
Board provided ongoing oversight of key efficiency
and transformation initiatives. This included regular
reviews of cost reduction programmes, technology
deployment, and organisational changes — ensuring
these were delivered without compromising control
environments or client outcomes.
The Board has remained deeply engaged in
overseeing the Group’s evolving strategy. We
supported management in pursuing diversified
growth opportunities — from institutional partnerships
and platform technology licensing to the continued
development of capital markets and wealth
management offerings.
In this context, we maintained close oversight of new
business development activities, ensuring they aligned
with the Group’s core competencies and risk appetite.
The successful onboarding of high-profile institutional
partners and the expansion of regulatory permissions
to new jurisdictions have been important validation
points for both the strategy and the governance
structures supporting it.
40 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
UK Corporate Governance Code
As a company listed on the Main Market of the London
Stock Exchange, CMC Markets plc is subject to
the Principles and Provisions of the UK Corporate
Governance Code 2018 (the “Code”), published by the
Financial Reporting Council (“FRC”) and available at
www.frc.org.uk.
For the financial year ended 31 March 2025, the
Board considers that the Company complied with the
Principles and Provisions of the Code throughout the
period, other than as follows:
Under Provision 19 regarding the tenure of the
Chair, James Richards remained as Chairman
beyond nine years from his first appointment to the
Board. However, as permitted by that Provision,
the tenure was extended to facilitate effective
succession planning.
Between 25 July 2024 and 25 February 2025, the
Company did not comply with Provision 11, which
recommends that at least half the Board, excluding
the Chair, should be non-executive directors whom
the Board considers to be independent.
During the same period, a Non-Executive Director
with responsibility for workforce engagement, as set
out in Provision 5, was not in place.
Explanations for non-compliance with Provisions 19
and 11 are provided on page 45. Details of our corporate
governance framework are available on page 47.
The Governance Report and individual Committee
reports on pages 44 to 77, along with elements of the
Strategic Report covering topics such as purpose
(page 2) and stakeholder engagement (pages 28 to 29),
set out how the Company has applied the Principles
and complied with the Provisions of the Code, and
describe the activities of the Board and its Committees
and the matters considered during the year.
The Board also undertook an externally facilitated
performance review. A summary of the findings and the
associated action plans can be found on page 58.
The 2024 UK Corporate Governance Code (the “2024
Code”) was published by the FRC in January 2024 and
applies to CMC Markets from 1 April 2025.
Leadership
During the year, the Board continued to review its own
composition to ensure it remains appropriate to oversee
delivery of the Group’s strategy. Further details of the
Board’s skills and experience are available on pages
42 and 43.
The Board and its Committees have continued to
perform effectively during the year, as confirmed
by our Board performance review (see page 58 for
further details).
Albert Soleiman stepped down as Chief Financial
Officer and Executive Director with effect from 25
February 2025. He will remain with the Group for a
period to support an orderly handover of the CFO role.
With effect from 5 June 2025, Laurence Booth was
appointed to the Board as an Executive Director.
As previously announced with the Full Year 2024
Results, I will step down from the Board at the
conclusion of the 2025 Annual General Meeting
(“AGM”), and Paul Wainscott will assume the position
of Chairman. On 5 June 2025, we also announced
that David Fineberg and Matt Lewis would not seek
re-election as Directors and would retire from the Board
at the conclusion of the AGM. Both will remain at CMC,
taking up redefined roles within the business, and will
continue to serve on the Executive Committee.
Board biographies can be found on pages 42 and 43.
More information on Board changes, the assessment
of leadership skills and experience, and our succession
planning processes is included in the Nomination
Committee Report on pages 57 to 60.
The balance of skills, experience and independence of
the Board and individual Directors is subject to ongoing
review by the Nomination Committee.
ESG and sustainability
More information is included in the Sustainability
section on pages 30 to 38.
Stakeholder engagement
Our stakeholders are essential to the Group’s success,
and the Board recognises the importance of engaging
with them. The Section 172 Statement, our summary
of engagement with stakeholders on pages 28 to 29,
and the statements on page 49 of the Governance
Report provide further details on how the Group has
approached stakeholder engagement during the year.
As Chairman, I am responsible for effective
communication between shareholders and the
Company and for ensuring the Board understands the
views of major shareholders. I also remain available to
meet any shareholders who wish to discuss matters
regarding the Company. The principal communication
with private shareholders is through our full-year and
interim results announcements, ad hoc updates, the
Annual Report, and our AGM. We are holding our AGM
on Thursday 24 July 2025 and hope shareholders will
attend. My fellow Directors and I will be available to
answer any questions shareholders may have about
the Company.
Priorities for the year ahead
In the year ahead, the Board will continue to support
the business to innovate and scale in order to meet our
clients’ expectations and requirements. The Board
will also evaluate and, where appropriate, update the
governance arrangements to support this growth —
including the composition and skills at Board level.
James Richards
Chairman
5 June 2025
Strategic report Governance Financial statements Shareholder information
41 – CMC Markets plc – Annual Report and Financial Statements 2025
Board of Directors
James Richards
Chair
Appointment
1 April 2015
Committee membership
N
Skills and experience
James joined the Group as a Non-Executive Director
in April 2015 and was appointedas Chairman with
effect from 1 January2018 and Chair of the Nomination
Committee from 31January 2018. He has previously
held positions as Chair of the Remuneration Committee
and interim Chair of the Group Risk Committee
and Audit Committee, and been a member of the
Nomination Committee and Group Audit Committee.
James was admitted to the roll of solicitors in England
and Wales in 1984 and in the Republic of Ireland in
2012. James was a partner at Dillon Eustace, a law
firm specialising in financial services in Ireland (2012 to
2016). Prior to this he was a finance partner at Travers
Smith LLP for 14 years. Having occupied various senior
positions within leading law firms, James has extensive
experience in derivatives, debt capital markets and
structured finance. James will retire from the Board at
the 2025 AGM.
Current external appointments
None
Lord Peter Cruddas
Chief Executive Officer
Appointment
3 June 2004
Committee membership
E
Skills and experience
Peter founded the Group and became its Chief
Executive Officer in 1989. Peter held this role until
October 2007 and again between July 2009 and June
2010. Between 2003 and March 2013, he also served
as the Group’s Executive Chairman. In March 2013,he
once again became the Group’s Chief Executive Officer
and is responsible for running the Group on a day-to-day
basis. Prior to founding the Group, Peter was chief
dealer and global group treasury adviser at S.C.F. Equity
Services, where he was responsible for all the activities
of a dealing room whose principal activities were trading
in futures and options in currencies, precious metals,
commodities and spot forwards on foreign exchange
and bullion. His continued entrepreneurial leadership is
important to the long-term growth and sustainability of
the Group.
Current external appointments
The Peter Cruddas Foundation – director
Finada Limited – director
UK House of Lords – member
Paul Wainscott
Senior Independent Director
Appointment
19 October 2017
Committee membership
A
G
R
N
Skills and experience
Paul joined the Group as an independent
Non-Executive Director in October 2017 and acts
as the Group’s Senior Independent Director. Paul
served as finance director at the Peel Group for 27
years until March 2018. During his time at the Peel
Group, Paul gained wide experience at board level
and in several different business sectors, including real
estate, transport, media and utilities. Paul’s financial
experience, gained via a variety of sectors, is key to
his contributions and to the long-term sustainability
ofthe Group.
Current external appointments
None
Committee membership
A
Group Audit Committee
R
Remuneration Committee
G
Group Risk Committee
N
Nomination Committee
E
Executive Committee
Chair
Sarah Ing
Independent Non-Executive Director
Appointment
14 September 2017
Committee membership
A
G
R
N
Skills and experience
Sarah joined the Group as a Non-Executive Director
in September 2017. She has over 30 years’ experience
in accountancy, investment banking and fund
management, including time with HSBC and UBS. She
is a chartered accountant and was a top-rated equity
research analyst covering the general financials sector.
Sarah also founded and ran a hedge fund investment
management business. Sarah’s investment and
financial knowledge and the experience she brings
from her other plc appointments add value to the
ongoing sustainability of the Group.
Current external appointments
Marex Group plc – Senior Independent director, chair
of the audit and compliance committee and member
of the remuneration and risk committees
XPS Group (formerly XPS Pensions Groupplc)
– non-executive director, member of the
sustainability committee and chair of the audit/risk
committee and member of the remuneration and
nominationcommittees
City of London Investment Group plc – non-executive
director, chair of remuneration committee and member
of the audit, risk and nomination committees
42 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Clare Francis
Independent Non-Executive Director
Appointment
19 December 2022
Committee membership
A
G
R
N
Skills and experience
Clare joined the Group as a Non-Executive Director in
December 2022. She has over 25 years’ board-level
experience in banking and markets, having started
her career at NatWest. She has driven emerging
markets across Asia, Africa, and the Americas and is
an honorary fellow of the Association of Corporate
Treasurers. Clare has served on the boards of AFME
and BAB and was previously global banking head
of Europe, chief executive of Standard Chartered
Bank UK, and global head of investors and insurance
at Standard Chartered. She also held senior roles
at Lloyds Banking Group and HSBC. Clare’s global
expertise and contributions to the Group’s risk and
internal controls are vital to its long-term sustainability.
Current external appointments
Infrastructure Exports: UK – board member
Baillie Gifford – voting member of the risk committee
Bank of America (MLI) – non-executive
Arthur Gallagher Holdings Limited – non-executive
Gallagher Insurance Brokers Limited – non-executive
Pen Underwriting Limited – non-executive
David Fineberg
Deputy Chief Executive Officer
Appointment
19 October 2017
Committee membership
E
Skills and experience
David joined the Group in November 1997, working on
the trading desk and developing the Group’s multi-asset
CFD and spread bet dealing desk. As a Senior Dealer
he was responsible for managing the UK and US equity
books. Between April 2007 and September 2012, he
was the Group’s Western Head of Trading, covering
all asset classes for the western region. In September
2012 David was appointed to the role of Group Head
of Trading and in January 2014 was appointed as the
Group Director of Trading, with overall responsibility for
the trading and pricing strategies and activities across
the Group. In June 2017 his role further expanded when
he became Group Commercial Director, and then in
April 2019 he was promoted to the position of Deputy
Chief Executive Officer. David’s in-depth knowledge
of the business and the opportunities for growth
and evolving strategy is important to the long-term
sustainability of the Group. David will step down from
the Board at the conclusion of the 2025 AGM.
Current external appointments
None
Laurence Booth
Head of Capital Markets
Appointment
5 June 2025
Committee membership
E
Skills and experience
Laurence joined the Board in June 2025 and has been
instrumental in leading the transition from a pure CFD
provider to a full-suite execution services business.
With over two decades of experience in managing,
expanding and evolving core execution services across
multiple asset classes and geographies, Laurence has
worked with some of the worlds leading investment
banks. Prior to joining the Group, he held senior
leadership roles at Morgan Stanley, Citigroup, Nomura
and Nikko Europe.
Current external appointments
None
Matthew Lewis
Head of ANZ
Appointment
1 November 2019
Committee membership
E
Skills and experience
Matthew joined the Group in September 2005 and
has held a variety of roles including Senior Dealer,
Head of Eastern Equities, Head of Sales Trading ANZ,
Head of Trading Eastern Region and Director of Asia.
In his current role as the Head of Asia Pacific, he is
responsible for implementing the Group’s business
strategies across the APAC region for both the retail
and wholesale CFD and foreign exchange business.
He is also responsible for the Group’s Invest Australia
business.
Prior to joining the Group, Matthew worked for
Commonwealth Securities, Australias largest
provider of financial services, dealing in equities before
moving into derivatives as an options trader and
warrants representative. Matthew has over 20 years’
experience in financial services and holds a Bachelor
of Economics from the University of Sydney. Matthew’s
understanding of the APAC business and its growth and
development is important to the long-term sustainability
of the Group. Matthew will step down from the Board at
the conclusion of the 2025 AGM.
Current external appointments
None
Strategic report Governance Financial statements Shareholder information
43 – CMC Markets plc – Annual Report and Financial Statements 2025
Corporate governance
The Board
The role of the Board
The Board provides entrepreneurial leadership
and strategic oversight in relation to the long-term,
sustainable success of the Company.
The Board, taking account of relevant stakeholder
interests, is responsible for the establishment of the
Group’s purpose, values and strategy and has oversight
of implementation within necessary financial, human
resources and cultural frameworks.
The Board has ultimate responsibility to prepare the
Annual Report and Financial Statements and to ensure
that appropriate internal controls and risk management
systems are in place in order to assess, manage and
mitigate risk.
The Board delegates the in-depth review and
monitoring of internal controls and risk management
tothe Group Audit Committee and Group Risk
Committee respectively.
The terms of reference of these Board Committees
(and the Remuneration and Nomination Committees)
are available on the CMC Markets plc Group website
(www.cmcmarkets.com/group/about-us/governance/
committees).
Board leadership and purpose
The Board provides entrepreneurial leadership and
oversight of the delivery of strategic objectives and
the long-term, sustainable success of the Company,
taking into account different stakeholder priorities and
employee engagement feedback.
The Board considers any material diversification of
the Company’s product offerings to ensure a robust
range of products designed to be successful within
a changing regulatory environment and appeal to
changing stakeholder requirements, with the objective
of preserving long-term value.
Stakeholder and employee-related matters form part of
the Board’s decision-making processes. Over this last
year due to the absence of a designated Non-executive
Director for workforce engagement this was facilitated
by the investment in employee engagement surveys,
regular presentations from Human Resources on
employee engagement matters, ongoing shareholder
dialogue and market feedback.
Our Section 172 statement on pages 26 and 27 and
the separate reports of the various Board Committees
provide more detail on how the Board and its
Committees have discharged their duties during the
year. The Sustainability section on pages 30 to 38
sets out the work being done by the Group in relation
to sustainability matters and the Strategic report on
pages 1 to 39 provides more detail on some of the
activities to continue the investment and diversification
of the business. The Board’s leadership recognises
the importance of a working culture which promotes
inclusion and acceptance of differing approaches to
facilitate the successful delivery of strategic projects
and initiatives. We have a culture that is focused
on providing a superior technology experience for
our clients which is aligned to our purpose, values
and strategy. To support this it is important that our
people are engaged with this goal and have the
knowledge to ensure they are motivated to provide
agood client experience. Our Section 172 statement,
Stakeholder engagement section and OurTomorrow
section provide information on some of the initiatives
undertaken throughout the year to engage
withemployees.
The Group has an established process in relation to
the reporting and processing of employee-related
issues. Within a structure ultimately overseen by the
Board, any employee can raise a matter of concern
at any time through day-to-day management reports
or whistleblower channels as appropriate. The Board
receives a whistleblowing report annually which
will highlight matters raised and any updates to the
whistleblowing procedures and Group policy.
The Board recognises the importance of understanding employee engagement and the prevailing Group culture
toenable alignment with delivery on strategy in a way that ensures a commitment to the Group’s values.
Board composition
The Directors who held office during the financial year, and their attendance at scheduled meetings, is shown below.
Name Position
Board
meetings
Group Audit
Committee
Group Risk
Committee
Nomination
Committee
Remuneration
Committee
Number of meetings 6 6 6 6 6
James Richards Chairman 6(6) 6(6)
Paul Wainscott
1
Senior Independent Director 5(6) 6(6) 6(6) 5(6) 6(6)
Sarah Ing Independent Non-Executive
Director 6(6) 6(6) 6(6) 6(6) 6(6)
Clare Francis Independent Non-Executive
Director 6(6) 6(6) 6(6) 6(6) 6(6)
Lord Cruddas Chief Executive Officer 6(6)
David Fineberg Deputy Chief Executive Officer 6(6)
Matthew Lewis Head of Asia Pacific 6(6)
Susanne Chishti
2
Independent Non-Executive
Director 2(2) 2(2) 2(2) 1(1) 3(3)
Albert Soleiman
3
Chief Financial Officer 5(5)
The figures in brackets denote the number of meetings the Director was eligible to attend.
1 Paul Wainsott missed one Board and one Nomination Committee meeting due to family illness.
2 Susanne Chishti retired from her position as Independent Non-Executive Director at the conclusion of the AGM held on 25 July 2024.
3 Albert Soleiman retired from his position as Chief Financial Officer on 25 February 2025.
The Board also met on various occasions on an ad hoc basis throughout the year to discuss matters such as
potential investments, final and interim results, dividends and Board composition.
44 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Activities of the Board
The Board has a comprehensive meeting planner
that ensures all matters for Board consideration are
presented and reviewed in a timely manner.
Key areas of focus during this financial year were:
consideration and approval of the Annual Report
and Financial Statements, half-year results and
interim dividend approvals;
review of the efficiency and cost reduction proposals
for the Group and the impact on employees and of
the subsequent employee engagement surveys;
approval of Group property management issues;
ongoing review of CMC Markets plc
governancearrangements;
consideration of intra-group outsourcing and
servicearrangements;
the development and launch of new products and
expansion of our business into new regions;
risk management and risk appetite including adoption
of the Enterprise Risk Management Framework and
associated Risk Appetite Statements;
the review and approval of ICARA and other
regulatory documents;
oversight of CASS reporting and compliance;
approval of Board policies, e.g. whistleblowing;
consideration of the sustainability strategy,
targets and KPIs;
assessment of the impact on the Group of the FCA’s
Consumer Duty regulations;
insurance renewal arrangements and approvals;
approval of material IT expenditure;
approval of material outsource contracts;
review and approval of the Group’s contingency
funding plan;
review of the corporate structure of the Group (its
shape); and
review of committees, reporting lines, the Board in
the context of diversification strategy.
Some of the key decisions made by the Board
impacting stakeholders during the year are described
inthe Section 172 statement on pages 26 and 27.
Board balance
Provision 10 of the Code considers that a Director may
not be regarded as independent after serving for more
than nine years on the Board and Provision 19 that the
Chair should not remain in post beyond nine years.
TheChairman joined the Board on 1 April 2015, and after
1April 2024 had served on the Board for more than nine
years. As reported last year, the Chairman’s appointment
to the Board and as Chairman was extended until
the close of the AGM in 2025 and as a result, from
1April2024 the Chairman was no longer considered
to be independent . Following the appointment of Paul
Wainscott as Chairman, the Company will comply with
Provisions 9, 10 and 19 of the Code. Under Provision
11 of the Code, at least half the Board, excluding the
Chair, should be independent non-executive directors.
The Company has not complied with this Provision
between 25 July 2024 and 25 February 2025. During this
period the Board consisted of four Executive and three
independent Non-Executive Directors. The Nomination
Committee kept the composition of the Board under
continuous review while it sought to identify the most
effective structure for the business as it went through a
period of diversification. Following the changes to Board
composition set out on page 41 the Board composition
will comply with Provision 11.
There is a clear division of responsibilities between
the executive leadership and the Board as noted
on page 46.
Board support
The Board operates in accordance with the provisions
of the Articles of Association and established
processes and approved policies, as appropriate, and
has access to relevant resources as required.
Each Director has access to the Company Secretary,
who is responsible for advising the Board on governance
matters and supporting the efficient functioning of the
Board and its Committees. The Company Secretary
provides meeting papers to Directors in a timely
manner to allow for conducive and effective Board and
Board Committee meetings and attends all Board and
Committee meetings in order to provide appropriate
advice on corporate governance and matters of
procedure. The appointment and removal of the
Company Secretary are matters for the Board.
Matters reserved for the Board
It is recognised that certain matters cannot, or
should not, be delegated and the Board has
adopted a schedule of matters reserved for Board
consideration and approval. The matters reserved
for the Board fall into the following areas:
strategy and management;
structure and capital;
financial reporting and controls;
internal controls and risk management;
material contracts;
communications;
Board membership and other appointments;
remuneration;
delegation of authority;
corporate governance matters;
key Group policies;
political and charitable donations;
appointment of principal professional advisers;
material litigation;
whistleblowing;
Modern Slavery Statement;
pension schemes; and
insurance.
The schedule of matters reserved for the Board is
available on the CMC Markets plc Group website,
www.cmcmarkets.com/group/about-us/governance.
Strategic report Governance Financial statements Shareholder information
45 – CMC Markets plc – Annual Report and Financial Statements 2025
Division of responsibilities
The roles of the Chairman and Chief Executive Officer (“CEO”) are
separate, clearly defined in writing and agreed by the Board.
Chairman
Responsibilities of the Chairman include:
leadership of the Board, with responsibility
for its overall effectiveness in directing the
Company, and ensuring open and effective
communication between the Executive and
Non- Executive Directors;
ensuring Directors receive accurate,
timely and clear information and that
Board meetings are effective by setting
appropriate and relevant agenda items,
creating an atmosphere whereby all
Directors are engaged and free to enter
healthy and constructive debate;
ensuring effective communication between
major shareholders and the Board;
overseeing each Director’s induction and
ongoing training; and
leadership of the Board effectiveness
process through his role as Chair of the
Nomination Committee.
CEO
Responsibilities of the CEO include:
day-to-day management of the Group’s
business and implementation of the
Board-approved strategy;
acting as Chair of the Executive Committee
and leading the senior management team in
devising and reviewing Group development
for consideration by the Board;
responsibility for the operations and results
of the Group; and
promoting the Group’s values, culture
andstandards.
Senior Independent Director
Responsibilities of the Senior
Independent Director include:
acting as a sounding board for the Chairman
and serving as an intermediary for the other
Directors as necessary;
acting as lead independent
Non-Executive Director;
leading the Non-Executive Directors in the
performance evaluation of the Chairman,
with input from the Executive Directors; and
being available to shareholders in the event
that the Chairman, Chief Executive Officer
or other Executive Directors are unavailable.
Non-Executive Directors
Responsibilities of the Non-Executive
Directors include:
providing strategic guidance and
constructively challenging management
proposals and providing advice in line with
their respective skills and experience;
helping to develop proposals on strategy;
reviewing the performance of management
and individual Executive Directors against
agreed performance objectives;
having a prime role in appointing and,
where necessary, removing Executive
Directors; and
having an integral role in
succession planning.
Corporate governance continued
46 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Governance structure as at 31 March 2025
Executive
Committee
Group Board
Group
Audit Committee
Group
Risk Committee
Nomination
Committee
Remuneration
Committee
Sustainability
Committee
Product & Programme
Governance Committee
Good
Client Outcomes
Committee
Client Money and
Asset Protection
Committee
Executive Risk
Committee
Regulated
subsidiaries
Independent
assurance
External
auditor
Internal
assurance
Group internal
audit
Board/Board Committee
Senior Management Committee
Management Committee
Subsidiaries
Internal assurance
Independent assurance
Direct reporting line
Reporting line for certain matters
Strategic report Governance Financial statements Shareholder information
47 – CMC Markets plc – Annual Report and Financial Statements 2025
Accountability
Election and re-election of Directors
The 2025 Annual General Meeting (“AGM”) will be
held at 10:00 a.m. on 24 July 2025 at 133 Houndsditch,
London EC3A 7BX.
In accordance with the Code all current Directors,
other than James Richards, David Fineberg and
Matt Lewis who are stepping down from the Board at
the AGM, will offer themselves for re-election at the
forthcoming AGM.
Following recommendations from the Nomination
Committee and review by the Chairman, the Board
considers that all Directors continue to be effective,
remain committed to their roles and have sufficient
time available to perform their duties. Biographies for
each Director, which set out the reasons why the Board
believes each Director’s contribution is, and continues
to be, important to the Group’s long-term, sustainable
success, are available on pages 42 and 43
Chairmans tenure
James Richards was appointed to the Board on
1April2015 and had therefore served on the Board for
ten years and six months with effect from 1 April 2025.
Out of these ten years, he served for two years and
nine months as a Non-Executive Director and will have
served seven years and seven months as Chairman.
Aspreviously reported, James is stepping down from
the Board at the AGM.
Having regard to the Provisions 19 of the Code, the
Nomination Committee, led by the Senior Independent
Director, met without James present in January 2025
to discuss the Chairman’s succession. Following a
recommendation made at the Nomination Committee,
the Board agreed that Paul Wainscott would become
Chairman after James had retired from the Board. The
Board concluded that Paul has the relevant experience
and knowledge to guide the organisation through a
period of diversification and growth .
Independence of Non-Executive
Directors and time commitment
The Board carries out a review of the independence
of its Non-Executive Directors on an annual basis
and considers each of the Non-Executive Directors,
including the Chairman, to be independent in character
and judgement. Each Director is aware of the need to
allocate sufficient time to the Company in order to fulfil
their responsibilities and is notified of all scheduled
Board and Board Committee meetings. Non-Executive
Directors are expected to obtain the agreement of the
Chairman before accepting additional commitments
that might affect the time they are able to devote to their
role in the Company.
Directors’ induction, training
andevaluation
On appointment, new Directors receive a
comprehensive and formal induction, which is
facilitatedby the Company Secretary in consultation
with the Chairman.
The Nomination Committee ensures that an annual
evaluation of the Board, Board Committees and individual
Directors is undertaken. More information is provided in
the Nomination Committee report on pages 58 and 59.
The Board undertook a skills assessment of the
Directors which, together with any observations
made as part of the Board evaluation process, is used
by the Company to tailor induction meetings and
training requirements for each Director. One-to-one
meetings are arranged between the Director and the
management teams in relevant areas of the business as
part of the induction. This allows an incoming Director
to familiarise themselves with the management team
and their respective roles and responsibilities and to
gain a greater understanding and awareness of the
firm’s business and the industry in which it operates.
These meetings also provide an opportunity for
new Directors to discuss the business strategy and
model, risk management, governance and controls,
the requirements of the regulatory framework and
the culture of the Group. These meetings and training
arrangements form a key part of the learning and
development plan for any new Director appointed to
the Board.
Non-Executive Directors attend internally and
externally facilitated training sessions and have access
to online and digital platform-based training and
information resources including on relevant financial
services matters with emphasis on responsibilities with
regard to regulation and compliance. They also have
access to other knowledge resources and education
programmes offered by third-party service providers
with which the Group has established relevant links.
Board responsibilities in relation
to the Annual Report and
FinancialStatements
The Board has ultimate responsibility for reviewing
and approving the Annual Report and Financial
Statements and it has considered and endorsed the
arrangements enabling it to confirm that the Annual
Report and Financial Statements, taken as a whole, is
fair, balanced and understandable and that it provides
the information necessary for shareholders to assess
the Company’s position and performance, business
model and strategy. With the assistance of the Group
Audit Committee, the Board ensured that sufficient
time and resources were available to encompass the
disclosure requirements to which the Group is subject
and that the Annual Report and Financial Statements
met all relevant disclosure requirements.
The Board believes in the governance principles
of being open, transparent and compliant with the
Principles of the Code. Following review by the Group
Audit Committee, which considered the processes and
controls in place for the preparation and verification
of the Annual Report and Financial Statements, the
Board concluded that the Annual Report and Financial
Statements contained the necessary information for
shareholders to assess the Company’s performance,
strategy and overall business model.
Group Audit Committee
The Group Audit Committee has been delegated
responsibility for the monitoring and oversight of the
external and internal audit and financial internal controls.
The Committee’s responsibilities, main activities and
priorities for the next reporting cycle are set out on
pages 50 to 53.
Group Risk Committee
The Group Risk Committee has been delegated
responsibility for the monitoring and oversight of
risk management, mitigation and recommendation
for and approval of the risk appetite to the Board.
TheCommittees responsibilities, main activities
andpriorities for the coming year are set out on
pages54 to 56.
Shareholder engagement
The Board recognises the importance of good
communication with shareholders. Board members
regularly meet with a cross-section of the Company’s
shareholders to ensure that the Group strategy takes
due consideration of shareholder views.
During the year the Board was regularly apprised
of shareholder sentiment and shareholder
correspondence was also shared with the Board as
appropriate. Investor relations reports are distributed
tothe Board and considered at each Board meeting.
In addition to meetings held with our Executive Directors
during the year, the Chairman and other Non-Executive
Directors were available to meet shareholders.
Corporate governance continued
48 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
The principal communication method with private
investors is through our final results, half-year report,
any ad hoc market announcements and the AGM.
At the AGM, separate resolutions are proposed for
each item of business presented to shareholders
for approval, with voting conducted by a poll. All
valid proxy appointment forms are recorded and
counted and information regarding votes is published
on the Company’s website. The notice is posted to
shareholders at least 21 days before the date of the
AGM. Should a significant proportion of the votes cast
be against any resolution, the Company is required
to explain when announcing the results what action
it willtake to understand why this has been the result.
There were no significant votes against any of the
resolutions put to shareholders at the 2024 AGM.
In accordance with the Companies Act 2006, members
representing at least 5% of the voting rights, or at least
100 members having a right to vote, can requisition the
Board to circulate a resolution or statement in relation to
the AGM to members.
Our Stakeholder engagement report on pages 28
and 29 sets out some other engagement methods
with shareholders and how their views affect Board
discussions and decisions.
Stakeholder engagement
The Board recognises its various legal, fiduciary,
statutory and governance obligations and duties
in relation to stakeholder engagement, including
those specified in the Principles and Provisions of
the Code and its duty to promote the success of the
Company under Section 172 of the Companies Act
2006. The Board receives updates on stakeholder
engagement, including in the Board papers provided
to facilitate Board decision making. Please also see
the Stakeholder engagement section on pages 28
and 29 for asummary of the Group’s stakeholders,
the engagement that has taken place during the year
and its impact on decision making. The Sustainability
section on pages 30 to 38 provides further details
of engagement with our key stakeholders regarding
responding to stakeholders’ needs.
Scheduled 2025/26 key
shareholder events
June 2025
2025 full-year results
July 2025
Q1 2025 trading update and Annual
General Meeting 2025
November 2025
H1 2026 interim results
Employee engagement
Following Susanne Chishti stepping down from the
Board on 25 July 2024 there was no designated
Non-Executive Director for workforce engagement
with responsibility for engaging with (and overseeing
engagement with) the Group’s employees as set out
in Provision 5 of the Code . While a replacement for
Susanne was not identified, as noted in the Nomination
Committee report the matter continues to remain under
review. To mitigate that there was not a non-Executive
appointed to this role, the Nomination Committee
invited the Human Resources function to provide
updates on employee engagement matters, to ensure
employee views are incorporated into the Board
decision making process.
The Board continues believes this engagement
mechanism is the most effective way of ensuring direct
and independent Board understanding of the views of
the workforce. It is anticipated that this post will be filled
by the interim financial results for the current year.
The Nomination Committee reviews and considers the
results of the various employee engagement surveys
undertaken throughout the year and reports to the
Board accordingly.
Further information on employee-related initiatives is
set out in the Sustainability section on pages 30 to 38.
Internal control and risk
management systems over
financial reporting
The Board is responsible for the Company’s risk
management, internal control systems and their
effectiveness. It is also involved in the process for
identifying, evaluating and managing those principal
risks and reviews these systems regularly. The Group
has an internal control framework and risk management
systems, as set out below, in place to ensure that the
financial information produced is accurate, reliable and
timely such that it can be used by all stakeholders to
monitor performance and aid effective decision making.
This framework has been in place during the year and
up to date the date of approval of the Report.
Expertise: The utilisation of appropriately qualified
and experienced colleagues and regular knowledge
sharing within the team.
Forecasting and budgeting: The Group has a
detailed forecasting and budgeting process in place
that is well embedded across the Group.
Financial accounting and reporting: The finance
team produces Group consolidated accounts on
a monthly basis. There are full reconciliation and
reporting processes in place to ensure that any
issues are identified and resolved in a timely manner.
Detailed reconciliations are completed
between the trading systems and the general ledger
to ensure completeness.
Management reporting: The Group has a detailed suite
of management information (“MI”) that is prepared daily,
weekly, monthly and quarterly. This MI was prepared
and improved throughout the year to reflect appropriate
measurements as the business has changed.
Tax: The Group has a formal tax strategy, reviewed
and approved annually by the Group Audit
Committee, in addition to monthly tax compliance
monitoring, quarterly attestations with items raised
within the Group’s Tax Risk Committee.
Segregation of duties: Appropriate segregation
of duties to ensure that no individual controls the
end-to-end process.
IT environment: The Group is heavily reliant on its IT
systems and has procedures and controls to ensure
that they are operational and
accessible at all times. There have been no
significant IT issues in the year without appropriate
mitigation that could impact the financial reporting of
the Group.
The assessment by the Risk Committee on behalf of
the Board on the effectiveness of the risk and internal
control systems, is set out on page 56. Information on
the Group’s risk management systems and how the
Board oversees risk management is detailed in the
Riskmanagement section on pages 20 to 24.
James Richards
Chairman
5 June 2025
Strategic report Governance Financial statements Shareholder information
49 – CMC Markets plc – Annual Report and Financial Statements 2025
Paul Wainscott
Senior Independent Director and Chair of the
Group Audit Committee
Group Audit Committee report
Robust oversight of financial integrity,
controls,and risk management
Dear shareholder,
As Chair of the Group Audit Committee (the
“Committee”), I am pleased to present the Group Audit
Committee report for the year ended 31 March 2025.
The role of the Committee is to assist the Board in
discharging its responsibilities for monitoring the integrity
of the Financial Statements of the Company, and monitor
the effectiveness of the management systems and
internal controls relating to financial reporting and the
performance and objectivity of the internal and external
auditors. This report summarises the activities, key
responsibilities and future focus of the Committee.
Principal responsibilities of the
Group Audit Committee
The Committee operates within agreed terms of
reference, which outline its key responsibilities.
The Committee’s terms of reference can be found on
the Group’s website: www.cmcmarkets.com/ group/
about-us/governance/ committees.
In accordance with its terms of reference, the Committee
is required to evaluate its own performance. In the year
under review this was done as part of the wider Board
and Committee evaluation, as described on page 58.
Areas of focus in 2024/25
The Committee’s main responsibilities, in compliance
with the requirements of the Code, are as follows:
to monitor the integrity of the Financial Statements
ofthe Group;
to consider any material information presented
within the Financial Statements insofar as it relates
to audit and to review the final and half-year results
before making recommendations to the Board on
their contents and whether they are fair, balanced
andunderstandable;
to review and report to the Board on significant
financial reporting issues and judgements;
to assess the adequacy and effectiveness of the
Group’s internal control systems and identify, assess,
manage and monitor financial reporting risks and
report to the Board on any key findings;
to review on an annual basis the procedures for
detecting fraud and financial crime;
to review the tax strategy of the Group;
to review and approve the internal audit charter and
annual internal audit plan;
to review the findings of all internal audit reports,
make recommendations as appropriate and monitor
resolution plans;
to review the performance of the internal audit
function and consider the structure of the function;
to review the effectiveness and independence
of the Company’s external auditor including
the appointment, reappointment, removal and
remuneration of the external auditor;
to review and approve the policy on the provision
ofnon-audit services by the auditor; and
to review the findings of the external auditor and
how any challenges made to management, and
responses to such challenges, have been dealt with,
including in relation to key judgements.
Members and attendance
Paul Wainscott
Committee Chair
Susanne Chishti
Independent Non-Executive Director
Clare Francis
Independent Non-Executive Director
Sarah Ing
Independent Non-Executive Director
Attended meeting
Did not attend meeting held during tenure
50 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Composition and advisers
The Committee is chaired by Paul Wainscott, Clare
Francis and Sarah Ing as members. The Committee
is considered independent of management and the
members are all independent Non-Executive Directors.
The Code requires the inclusion on the Committee
of at least one member determined by the Board
as having recent and relevant financial experience.
The Committee Chair is considered to continue to
fulfil this requirement. The Committee as a whole
has competence in relation to the trading, investing
and institutional business sectors in which the
Company operates.
The Committee held six meetings during the financial
year. The key activities and discussion points are
outlined in the relevant section of this Committee report.
Committee attendance is presented on page 50.
The Chief Executive Officer, Deputy Chief Executive
Officer, Head of ANZ, Group Head of Finance,
Company Secretary and Head of Investment
Operations & CASS attend Committee meetings by
invitation. Representatives of Deloitte LLP (“Deloitte”),
the external auditor, and Grant Thornton LLP, the
internal auditor, and the Group Chairman, also attend
the Committee meetings by standing invitation.
Internal audit
The Group’s internal audit function is externally
facilitated by Grant Thornton LLP. The internal audit
function has a reporting line to the Committee and
has direct access to the Committee Chair and each
Committee member. The Committee reviews all
internal audit reports, follows up verification reports on
any findings identified by internal audit together with
management’s response, and reviews progress of
remediation by management to address audit findings.
The Committee annually reviews and approves the
internal audit plan and charter.
Representatives of the internal auditor attend each
meeting where internal audit reports are presented.
The Committee regularly discusses with them
progress against the internal audit plan and any open
audit actions. This allows the Committee to review
the effectiveness of the internal audit function on a
continual basis over the course of the year and provides
an indication of the maturity of the Group’s control
framework. The lead internal auditor has confirmed
that the necessary resources, skillset and budget are in
place to deliver the internal audit plan, including having
contingency to ensure that the internal audit function
can accommodate adding or bringing forward any
specific areas of focus.
External auditor
The Committee is responsible for overseeing the
Group’s relationship with the external auditor and the
effectiveness of the audit process. It considers the
reappointment of the external auditor annually and such
consideration includes review of the independence
of the external auditor and assessment of the
auditor’sperformance.
Deloitte was appointed as the Group’s statutory auditor
following a formal tender process, commencing with
the reporting period ended 31 March 2023. Rizwan
Majid is the lead audit partner at Deloitte.
The Group confirms that it has complied with the
provisions of the CMA Order in respect of The
Statutory Audit Services for Large Companies Market
Investigation (Mandatory Use of Competitive Tender
Processes and Audit Committee Responsibilities)
Order 2014 for the financial year ended 31 March 2025.
The Committee also reported on matters relating
to the Audit Committees and the External Audit:
MinimumStandard.
The Committee, in line with Financial Reporting Council
(“FRC”) guidance, continues to review the qualification,
expertise, resources, effectiveness and independence
of the external auditor.
The Committee received reports during the year on the
preparations made by Deloitte to complete the half-year
review and full-year audit in relation to the year ended
31 March 2025. Deloitte challenged management on
a number of accounting judgements which were then
discussed with the Committee and the accounting
judgements were subsequently approved. Following
discussion of the final audit report for the year, the level
of appropriate challenge, and the interactions with
management and the Board, the Committee believes
that the audit has been effective for the year under
review and has recommended the reappointment of
Deloitte as statutory auditor by shareholders at the
AGM to be held in July 2025.
During the period, a review was conducted of the
effectiveness of the external auditor following the
2024 audit cycle, and the results were presented to
the Committee. The views of key stakeholders were
sought using a questionnaire, with questions similar
to those used in the prior year. The results concluded
that Deloitte’s performance was satisfactory, with
an effective service for the Group overall and a small
number of focus areas identified.
The Committee continues to believe that Deloitte is
independent by virtue of the level of non-audit fees,
procedures in place in relation to the employment of
ex-employees of the auditor, the internal processes
and policies in place at Deloitte to avoid conflicts
and the nature of discussions held between the
Committee and Deloitte without representatives of
management present.
No matters were requested by shareholders to be
covered in the audit and no regulatory inspection of the
quality of the audit has taken place.
Non-audit services policy
The Group has a number of relationships with
independent advisory and assurance firms which
provide alternatives to using the external auditor.
During the year ended 31 March 2025, Deloitte provided
non-audit services to the Group. However, all services
provided fall under categories explicitly permitted under
the FRC 2024 Ethical Standard.
The Group’s audit and other audit-related fees are
disclosed in note 8 of the Financial Statements. Other
audit-related fees include the controls opinion relating
to the Group’s processes and controls over client
money segregation, compliance with The Capital
Requirements (Country-by-Country Reporting)
Regulations 2013 and the mandatory regulatory audit
of the Group’s German subsidiary. The fees were well
below the 70% non-audit fees cap.
In order to ensure compliance with the Ethical Standard
issued by the FRC regarding the requirement for
safeguarding independence of the external auditor,
the Committee has in place a formal policy governing
the engagement of the auditor to provide non-audit
services, which was reviewed and reapproved in
March 2025. The Committee approves any significant
non-audit services and fees and receives details of any
other non-audit spend approved by the Group Head of
Finance and/or Committee Chair by way of delegated
authority by the Committee.
Priorities for financial year 2026
The Committee will continue to ensure that all relevant
accounting practices and disclosures are adhered
to and that the work being done to improve controls
around these obligations promotes a strong culture of
disclosure and transparency.
The Committee will oversee the work being done to
ensure the Group can comply with the Provisions of
thenew 2024 UK Corporate Governance Code (the
“2024Code”) in respect of the role of the Group Audit
Committee and the additional disclosures relating to the
monitoring and effectiveness of the risk management
and internal control framework. A number of the new
Provisions will take effect from the reporting period
starting 1 April 2025 with the updated Provision 29 relating
to the risk management and control framework taking
effect for the reporting period starting 1April 2026.
The Group has commenced a project based on the
2024 Code changes, supported by dedicated resource
to manage and oversee the project.
Strategic report Governance Financial statements Shareholder information
51 – CMC Markets plc – Annual Report and Financial Statements 2025
Main activities during the financial year
Agendas for scheduled Committee meetings are based on a pre-agreed annual meeting planner to ensure that the
Committee fulfils its responsibilities in line with its terms of reference and regulatory obligations.
At each scheduled
meeting, the
Committee:
Receives a report from the Group
Head of Finance on the year-to-date
financial performance of the Group.
Receives an update on current and
planned internal audits and any
internal audit issues highlighted in
completed audit reports.
Receives a Group tax update.
Receives an update on significant
accounting judgements.
Receives a CASS update.
July 2024
Considered the draft Q1 trading update
and recommended to the Board
for approval.
Received an update on the internal
controls project.
March 2025
Received an Annual Report status update.
Considered an update on the progress
of the year-end audit presented by the
external auditor.
Discussed the audit and control reporting
with the external auditor.
Reviewed the non-audit services policy.
Approved the internal audit plan
2025-2026.
Approved the internal audit charter.
Reviewed the Committee annual calendar.
Approved the Committee terms of reference.
November 2024
Reviewed the half-year report, including
consideration of significant accounting
issues/ judgements, going concern,
risk management and internal controls
reporting, for recommendation to
the Board.
Reviewed the interim results and
recommended to the Board.
Considered the management
representation letter and recommended to
the Board for approval.
Reviewed and recommended the
proposed interim dividend to the Board.
Reviewed the draft half-year analyst
presentation.
Approved the FY24 audit engagement
letter and reviewed the remuneration and
non-audit services fees.
Reviewed the annual report from
the Money Laundering Reporting
Officer (“MLRO”).
Received an update on DORA.
June 2024
Considered the year-end audit report
presented by the external auditor and
discussed the audit with the lead audit
partner, including relevant significant
audit and accounting matters. In line with
the Committee terms of reference, the
Committee met with the Group auditor
without management or the Executive
Directors being present.
Reviewed the Annual Report and Financial
Statements, including the specific
disclosures such as going concern,
viability, risk management disclosures,
the fair, balanced and understandable
assessment, and internal controls
reporting, for recommendation to the
Board. The Committee also reviewed and
discussed the application of the Group
accounting policies.
Reviewed the draft final results
announcement.
Reviewed the proposed final dividend.
Discussed non-audit services fees.
Discussed with the auditor the capitalisation
and impairment of intangible assets and the
IT control environment.
Recommended the reappointment of
Deloitte as Group auditor.
Considered the effectiveness of the internal
control framework.
Received an update on the internal
controls project.
January 2025
Received an update on control
observations relating to key subsidiaries.
Received an update on the
Corporate Sustainability Reporting
Directive (“CSRD”).
Received an update on DORA.
September 2024
Considered and approved the
tax strategy.
Met with the internal auditor without
management or the Executive Directors
being present.
Received an update on the CMC
Germany remediation of audit points.
Received an update on the Digital
Operational Resilience Act (“DORA”)
Received the annual report on
whistleblowing.
Received an update on the internal
controls project.
Group Audit Committee report continued
52 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Significant matters considered during the year
Role of the Committee Responsibilities discharged Conclusion or action taken
Going concern and long-term viability
It is required that the Directors make statements in theAnnual
Report as to the going concern and longer-term viability of
the Group.
The Committee reviewed reports from management thatassessed the impact of
various stress tests and longer-term business risks to determine how the Group would
be able to remain viable through periods of liquidity orcapital stress.
Following challenge of management on the individual scenarios and impacts
thereof, the Committee agreed torecommend the going concern and viability
statement to the Board for approval.
Control improvements and remediation
The Group continued its work to further enhance its internal
controls and considered the additional requirements to be
imposed on the Group arising from the 2024 Code.
The Committee requested detailed and regular progress updates from management
in relation to enhancements to the internal control framework. A specific focus in FY
2025 was on IT control matters and ensuring these were appropriately remediated.
The Committee requested to be kept informed on the project to further
improve internal controls and continues to monitor progress on the proposed
implementation steps required.
Review of audit and control matters in key subsidiaries
A number of structural governance and audit issues were
identified in a German operational subsidiary that required
engagement with the local regulator and provision of additional
resource to address and resolve.
The Committee also reviewed management’s response and
proposed remediation programme arising from historic margin
discounting practices in an Australian subsidiary and the creation
of an appropriate provision for potential client remediation costs.
The Committee reviewed the list of audit issues and met with the relevant local
external audit partners to ensure appropriate oversight of the audit issues and
approach to resolution. The Committee was briefed on the requirements of the local
regulator to close the governance structure and audit points to its satisfaction.
After engagement by management with the regulator, the Committee reviewed
potential provisions to meet the regulator’s client remediation expectations should
remediation steps be required.
The Committee Chair and CFO conducted a site visit to meet with local
management to provide support and agree the appropriate resource to
resolve the audit matters. The Committee received updates relating to the
localregulatory position and will continue to provide oversight of the closure
ofthe audit issues within the deadline specified.
The Committee approved the creation of a provision and associated disclosures
in the financial statements.
Implementation of DORA
The Committee closely monitored the Group’s compliance with
the DORA statutory implementation deadline applicable to CMC
Markets Germany GmbH.
The Committee requested regular progress updates from management on
the activities undertaken by the DORA project team to provide assurance that
compliance would be achieved by the statutory deadline.
Compliance with DORA under Phase 1 was achieved. The Committee requested
to be kept informed on Phase 2 for the project, addressing further improvements
not required to meet the regulatory implementation deadline.
Review of interim results and Annual Report and Financial Statements
The Committee is responsible for considering the Annual
Report and Financial Statements andproviding challenge to
management and the external auditor on significant accounting
judgementsand treatments.
The Committee considered the appropriateness of disclosures made in the 2025
Annual Report and Financial Statements with reference to the reporting and
corporate governance framework and discussed significant areas of judgement and
areas of estimation uncertainty with management and theexternal auditor.
Key areas of judgement considered by the Committee included the
measurement of the customer remediation provision, the recoverable amount
of the UK Invest CGU and broader impairment testing of intangible assets, as
well as the assessment of legal and regulatory matters. Further detail on areas
involving critical accounting judgement or key sources of estimation uncertainty
is provided in note 1 to the financial statements.
Paul Wainscott
Senior Independent Director and
Chair of the Group Audit Committee
5 June 2025
Strategic report Governance Financial statements Shareholder information
53 – CMC Markets plc – Annual Report and Financial Statements 2025
Clare Francis
Independent Non-Executive Director and
Chair of the Group Risk Committee
Group Risk Committee report
Supporting growth through disciplined
risk management
Dear shareholder,
As the Chair of the Group Risk
Committee (the “Committee”), I am
pleased to present the Committee
report for the year ended 31 March
2025, which describes our activities
during the year.
The purpose of the Committee is to assist the
Board in its oversight of risk, including reviewing and
monitoring the risk framework and appetite for the
Group, and reviewing the effectiveness of the Group’s
risk management systems and internal controls.
Thetransition and diversification of the business,
bothglobally and through a product lens, is increasing
the level of risk oversight undertaken by the Committee
and is also reflected in the principal risks. These risks will
continue to be embedded within the course of the next
financial year.
The responsibility for the Group’s Risk Management
Framework and agreeing the appropriate risk appetite
sits with the Board. The Committee reviews and advises
the Board on changes to the Group’s risk appetite,
advises on risk strategy and monitors the effectiveness
of, and improvements being made to, the Group’s Risk
Management Framework. The Committee ensures that
a robust risk culture continues to be embedded across the
business and actively monitors and discusses the latest
risk and regulatory developments affecting the Group.
The Group’s approach to risk management and
howit evaluates and manages the principal risks and
uncertainties the Group faces is set out within the
Riskmanagement section of the Strategic report
asdetailed on pages 20 to 24.
During the year the Committee has considered the
potential impacts of continuing challenges arising
from the external economic environment, including
inflationary pressures and higher interest rates
and ongoing and emerging geopolitical events.
Ithas provided guidance, support and challenge to
management on how risks are managed and mitigated.
Consumer Duty remained a focus for the Committee
during the year, while work continued to implement and
embed the new duty in the Group’s processes. The
Committee received regular updates on the Group’s
Consumer Duty implementation plan and monitored
the progress of the project to deliver compliance
withobligations.
The Committee has continued to consider the
Group’s product diversification and its geographical
diversification in Dubai and Bermuda, including
regulatory requirements. The Committee also
oversaw enhancements to the Risk Management
Framework and Risk Appetite Statement during the
year, continued to review the Group’s Enterprise Risk
Management (“ERM”) framework project, monitored
changes in the regulatory landscape and reviewed
and made recommendations to the Board in respect
of the Group’s Internal Capital and Risk Assessment
(“ICARA”), Internal Capital and Risk Assessment
(Liquidity) (“ICARA(L)”) and Contingency Funding
Plan (“CFP”).
Members and attendance
Clare Francis
Committee Chair
Susanne Chishti
Independent Non-Executive Director
Sarah Ing
Independent Non-Executive Director
Paul Wainscott
Independent Non-Executive Director
Attended meeting
Did not attend meeting held during tenure
54 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Principal responsibilities of the
Group Risk Committee
The key responsibilities of the Committee include:
monitoring the Group’s risk appetite, tolerance
and strategy;
review and recommendation of the Risk Appetite
Statement and Risk Management Framework;
provision of advice and recommendations to the
Board to assist in Board decision making in relation
torisk appetite and risk management;
oversight of financial and liquidity risks including the
responsibilities of the risk management functions;
review, challenge and recommendation to the Board
with regard to the Group ICARA, ICARA(L) and CFP;
oversight of, and recommendations to the Board on,
current risk exposures and future risk strategy;
consideration of the Group’s principal and emerging
risks and related disclosures in the Annual Report
and Financial Statements;
review of the risks associated with proposed
strategic initiatives;
approval of the annual risk plan;
consideration of the Group’s compliance framework;
review of risk taking by Directors and senior
management as it impacts their remuneration
incentives; and
consideration of the Group’s compliance with
regulations and how management acts on any
newobligations.
The Committee’s terms of reference can be found on
the Group’s website (www.cmcmarkets.com/group/
about-us/governance/committees).
Composition and attendance
The Committee is chaired by Clare Francis, who is also
the Group’s Consumer Duty Champion, with Sarah
Ing and Paul Wainscott as members, all of whom were
considered independent during the year. Details of the
skills and experience of the Committee members can
be found in their biographies on pages 42 to 43.
The Committee held six scheduled meetings during the
year under review and attendance for the members is
shown on page 54.
As part of the Board effectiveness review undertaken
during the year, the Board has assessed that the skills
ofthe Committee members are appropriate in providing
oversight and challenge and that the Committee is
operating effectively.
The Chief Executive Officer, Deputy Chief Executive
Officer, Head of ANZ, Group Head of Risk, Company
Secretary and representatives from Deloitte LLP
attend Committee meetings by standing invitation.
Representatives from other areas of the business
attend the Committee meetings by invitation as
appropriate to the matter under consideration. The
Committee Chair also holds regular individual meetings
with the Executive Directors, the Company Secretary
and other relevant members of the Executive and senior
management teams. During the year the Committee
Chair also engages with Grant Thornton UK LLP, to
which third-line internal audit services are outsourced,
and the external auditor, Deloitte LLP.
Main activities during the financial year
During the year, the Committee’s key activities included:
June 2024
Review of the ERM framework project.
Robust assessment of the Group’s principal and
emerging risks and TCFD risks and opportunities.
Annual review of effectiveness of the Group’s risk
management and internal control systems.
Review of the Annual Report and Accounts
riskdisclosures.
Review of the annual risk plan.
Annual planning for the Group ICARA and wind
down plans.
Compliance update (including Consumer Duty).
July 2024
Review and approval of the Annual Consumer
Duty Report.
Review of the ERM framework project.
Received an update on ICARA.
Consideration of the compliance update.
September 2024
Review and recommendation of Group ICARA and
theContingency Funding Plan.
Review of the ERM framework project.
Approval of the Annual Consumer Duty report.
Consideration of the compliance update.
November 2024
Review and recommendation of principal and
emerging risks for the half year.
Review of annual non-BAU position limit
summary report.
Compliance update (including Consumer Duty).
Approval of the Committee terms of reference.
January 2025
Compliance update (including Consumer Duty). Review of the Risk Appetite Statement Key
RiskIndicators.
March 2025
Compliance update (including Consumer Duty).
Review of Risk Appetite Statement metrics
andescalation.
Update on ERM framework project.
Update on Stress Testing and Business Model
Assessment for ICARA.
Review of proposed Committee annual planner.
Strategic report Governance Financial statements Shareholder information
55 – CMC Markets plc – Annual Report and Financial Statements 2025
Operation of the Committee
An annual Committee calendar is maintained, which
is aligned with the Committee’s terms of reference.
The Chair of the Committee is supported in preparing
meeting agendas by the Company Secretary.
Following each Committee meeting, the Committee
Chair reports to the Board on its proceedings and the
matters within its duties and responsibilities, and makes
recommendations to the Board and to other Board
Committees, as appropriate.
At management level, the Group has established an
Executive Risk Committee (“ERC”) within the Group’s
governance framework. Reporting to the Executive
Committee, the purpose of the ERC is to assist the
Executive Directors in monitoring and assessing risk
arising across the business and external risk factors,
and discussing appropriate mitigation plans and actions
to be taken in relation to significant and emerging risks.
The risks discussed at the ERC and the Executive
Committee by the Executive Directors, as the first line
ofdefence, are then presented by the Head of Risk to
the Group Risk Committee.
Risk Management Framework
During the year, the Committee reviewed enhancements
to the Group’s risk management systems.
In 2023, following the transition to the Investment Firm
Prudential Regime, (“IFPR”), the FCA undertook a
Supervisory Review and Evaluation Process (“SREP”).
The Committee reviewed the response to the SREP
and resulting feedback from the regulator and the
introduction of enhanced liquidity, credit risk, stress
testing and wind-down planning processes. The
regulator identified further areas of improvement to the
assessment of the Liquid Asset Threshold Requirement
(“LATR”) model to move to a more forward looking
dynamic basis. Additional enhancements to the
stress testing and contingency funding plan were also
requested. Tosupport its oversight of the completion
of the work, the Committee requested the internal
audit function provide an assurance report on the
improvement activities. In addition external consultancy
support was engaged to support the remediation activity.
TheSREP remediation activity was completed within the
specified timeline.
Further details of the Group’s risk management
systems can be found in the Risk management section
on pages 20 to 24.
Risk appetite and exposure
As part of its oversight of current risk exposures and
future risk appetite and strategy, the Committee
reviews the risks associated with proposed strategic
transactions and the effectiveness of risk mitigation and
monitoring processes.
Throughout the year the Committee has monitored the
Group’s top risks and emerging risks. The Committee
receives detailed management reports throughout
the year and routinely invites members of the senior
management team to present an overview of the risk
management practice and receives updates on key
issues. In the financial year ended 31 March2025 the
Committee specifically discussed business resilience,
people risk, project delivery risk, IT security risk, financial
performance and regulatory risk. The Committee
reviewed proposed changes to the Group Risk Appetite
Statement and Risk Management Framework and
made recommendations for Board approval of both
documents. The Committee recommended the Group’s
ICARA, ICARA(L) and CFPto the Board for approval.
Risk management and
internal controls
The Group Risk Committee and Group Audit
Committee review internal controls on behalf of the
Board and receive reports from management, the
external and internal auditor, and functions such as
Finance. The Chairs of the Group Risk Committee and
Group Audit Committee regularly brief the Board on key
matters discussed at these Committees. Throughout
the year ended 31 March 2025 and to date, the Group
has operated a system of internal control to provide
reasonable assurance of effective operations covering
all material controls, including financial and operational
controls. Processes are in place to identify, evaluate and
manage the principal risks facing the Group. The Group
Risk Committee received management’s assessment
of the effectiveness of internal controls, which included
areas identified for improvement and management
plans to address those areas of improvement. Where
control observations were identified, managements
response to close those observations were tracked
and monitored, no material matters were identified for
further reporting. The Committee concluded at its 4
June 2025 meeting, that, based on their assessment,
the Group’s risk management systems and internal
controls were appropriate. The Board also considered
and supported this assessment.
Regulatory compliance
The Committee receives regular reporting of second-
line compliance assurance activity, details of regulatory
change both in the UK and in other jurisdictions
that will have a significant impact on the Group, the
assessment of key financial crime controls and details
of correspondence with our regulators. In the year
under review, this included embedding of the FCA
Consumer Duty within our processes, preparing for the
introduction of the new Digital Operational Resilience
Act (“DORA”), engagement with local regulators in
respect of a licence application to establish an offshore
entity, and meetings held with regard to a number of
audit issues identified in an operational subsidiary that
require additional resource to address and close within
agreed timescales.
Priorities for financial year 2025/26
In the year ahead it is anticipated that geopolitical risk
will remain heightened and the challenging economic
environment volatility will continue. The Committee will
pay close regard to impacts of the external environment
for our business and customers, and focus on risks
related to the Group’s delivery of its strategic objectives.
The Committee will continue to constructively
challenge management, will ensure that a robust risk
culture remains in place across the business and will
undertake deep dives on any areas of specific risk to
inform its deliberations.
The Committee will maintain its active role in advising
the Board on risk matters and monitoring the risks
associated with regulatory change and the impact
thatany changes could have on the Group.
Clare Francis
Independent Non-Executive Director
and Chair of the Group Risk Committee
5 June 2025
Group Risk Committee report continued
56 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Reference James Richards
Chairman and Chair of the
NominationCommittee
Nomination Committee report
Building leadership capability
Dear shareholder,
I am pleased to present the Nomination Committee
(the“Committee”) report, which summarises the work
of the Committee during the year ended 31 March 2025.
Throughout this period the Committee has continued its
review of the composition of the Board and succession
planning at both Board and senior management level,
with changes made which will support the growth
of the business and strengthen our controls and
riskprocesses.
Further information on our activities and our priorities
forthe next year is provided on the following pages.
Principal responsibilities of the
Nomination Committee
The Committee is responsible for keeping under review
the composition of the Board and senior management,
succession planning, appointments to the Board,
the Board evaluation process, and the Group’s
People Strategy.
Key roles and responsibilities of the Committee include:
evaluating and reviewing the structure, size and
composition of the Board including the balance of
skills, knowledge, experience and diversity of the
Board, and keeping under review the leadership
needs of the Company to ensure its continued ability
to compete effectively in the marketplace;
ensuring plans are in place for both an orderly and
emergency succession in relation to the Board
and senior management and overseeing the
development of a diverse pipeline for succession,
taking into account the challenges and opportunities
facing the Company and the skills and expertise
needed in the future;
identifying and nominating suitable candidates
for appointment to the Board including evaluating
the balance of skills, knowledge, experience and
diversity on the Board and preparing a description
ofthe role required for a particular appointment;
overseeing the Board evaluation process and, in
analysing the results of the evaluation, identifying
whether there are any skill gaps or opportunities
tostrengthen the Board;
assessing the Board Directors’ conflicts of interest;
assessing and keeping under review the
independence, time commitment and engagement
of each of the Non-Executive Directors; and
overseeing the Group’s People Strategy including
talent management, diversity and inclusion and
workforce engagement.
The Committee’s full terms of reference are available
on the Group’s website: www.cmcmarkets.com/group/
about-us/governance/committees.
Composition and attendance
The Committee is chaired by James Richards with
Clare Francis, Sarah Ing and Paul Wainscott as
members. All of the Committee’s members, with
the exception of the Chairman, were considered
independent Non-Executive Directors during the
financial year. As reported last year on page 80 of the
Annual Report 2024, from 1 April 2024, the Chairman
ceased to be considered independent. The Chairman
continued to chair the Committee and remained a
member after 1 April 2024 as permitted by the 2018
UK Corporate Governance Code to facilitate effective
succession planning and transition of the role.
Members and attendance
James Richards
Committee Chair
Susanne Chishti
Independent Non-Executive Director
Clare Francis
Independent Non-Executive Director
Sarah Ing
Independent Non-Executive Director
Paul Wainscott
Independent Non-Executive Director
Attended meeting
Did not attend meeting held during tenure
Strategic report Governance Financial statements Shareholder information
57 – CMC Markets plc – Annual Report and Financial Statements 2025
Composition and
attendance continued
The Committee met six times, 5 scheduled meetings
and 1 ad hoc meeting in February, during the year
under review and attendance levels for the members
are shown on page 57. In addition to the members of
the Committee, the Chief Executive Officer, Deputy
Chief Executive Officer, Company Secretary and Head
of Human Resources attend by invitation when it is
considered appropriate.
Board appointments
The Committee leads the process to consider Board
appointments and makes recommendations to the
Board once appropriate candidates have been found.
The Committee will review the process for recruitment,
including whether an external search agency will be
used, the role specification and capabilities required
for the role (taking into account the current balance
of skills and experience on the Board) and potential
candidates both inside and outside the organisation,
ensuring a diverse pool of candidates are considered.
The Committee will also manage the structure of
the interview process, referencing requirements
and engagement with the Board and other Board
Committees as appropriate.
Shareholders have the opportunity to annually vote
on resolutions proposing each Director for re-election
(or election if they have joined the Board since the last
AGM) at the AGM.
Details of the Directors standing for election/re-election
at the 2025 AGM are included in the Notice of AGM
and information on each Director’s contribution to the
Group is included in their biography on pages 42 to 43
of this report. The Committee considers whether to
recommend Directors for election or re-election and
has done so in relation to all Directors standing at the
2025 AGM. James Richards will step down from the
Board at the conclusion of the 2025 AGM and Paul
Wainscott will be appointed Chairman. David Fineberg
and Matthew Lewis will also step down at the AGM.
Laurence Booth will join the Board on 5 June 2025.
Board evaluation
The Committee is responsible for agreeing the annual
Board and Committee performance evaluation
process, reviewing its results and reporting on the
conclusions and recommendations to the Board.
For the year ended 31 March 2025 a Board
performance review was undertaken by Egon Zehnder.
Egon Zehnder is independent of the Company and has
no other commercial arrangements with the Company
or any of its directors.
The evaluation was supported by the Company
Secretary. The format of the process was a questionnaire
completed by all Board members seeking narrative
answers on a number of specific questions relating
to the operation of the Board and itsCommittees
supplemented by personal interviews. This was
supplemented by a more targetedset of questions
answered by other members of seniormanagement.
Based on the responses received, Egon Zehnder
prepared a report of preliminary findings which
was discussed with the Chairman before being
presented to the Board at its meeting on 4 June
2025. The preliminary report makes a number of
recommendations, with no adverse findings identified
in the report. Following finalisation of the report,
the Committee will propose any actions required to
implement any of the recommendations it wishes to
apply, and provide further updates on progress. After
reviewing the report it was agreed that the Board and its
Committees were operating effectively.
The Committee discussed the performance and
timecommitment of each Non-Executive Director
andagreed that they all continued to make the expected
contribution to the Board and its Committeesand no
concerns were raised in relationtotheir other commitments.
The Senior Independent Director led the Non-Executive
Directors in evaluating the performance of the Chairman
at a meeting of the Nomination Committee without
James Richards present. The Nomination Committee
concluded that the Chairman had continued to provide
strong leadership to the Board prior to his scheduled
retirement from the Board at the conclusion of
2025 AGM.
Main activities during the financial year
Agendas for scheduled Committee meetings are based on a pre-agreed annual meeting planner to ensure that
the Committee fulfils its responsibilities in line with its terms of reference and regulatory obligations.
March 2025
Reviewed Board succession planning.
Discussed Board and Committee evaluation.
June 2024
Received an update from the designated NED for workforce engagement.
Reviewed updates on people matters and employee engagement.
Considered NED time commitment and independence.
Determined Directors’ eligibility for re-election.
September 2024
Reviewed Board composition.
Received an update on employee engagement.
Noted the appointment of the new UK Money Laundering Reporting Officer (“MLRO”).
November 2024
Considered Board composition and potential new Board appointments.
January 2025
Reviewed the employee engagement survey results.
Considered the annual Board and Committee evaluation process.
Discussed NED succession.
Discussed Chairman succession (without the Chairman present).
Received an update on senior management functions.
Nomination Committee report continued
58 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
People Strategy
The Committee has worked closely with the Executives
to consider the Group’s approach to People Strategy,
including matters raised by employees and reported to
the Committee.
Following Susanne Chishti stepping down from the
Board at the 2024 AGM there was no designated Non-
Executive Director with responsibility for workforce
engagement. This has been due to a review of
governance implications of the Group’s diversification
strategy and the best way to enhance delivery of that
strategy. This review has involved consideration of the
emphasis and size of the Board assisting with delivery
of the strategy, along with ExCo, its composition and the
overall corporate shape of the Group.
Whilst waiting for a replacement to be identified
the Nomination Committee invited the Human
Resources function to provide updates on employee
engagement matters. Following completion of the
review of the Board roles and responsibilities and the
wider governance piece the Committee will make an
appointment for this role.
The Reports from the Human Resources function
also included updates and assessment of the culture
around the Group to allow the Committee to monitor
developments in the culture and provide feedback and
input for example on the effect of the return to office
based working.
Succession planning
The Board considers succession planning at least
annually, including the tenure of Non-Executive
Directors, the developing needs of the business and any
skills gaps to be filled in both the short and long term.
The committee also considers the senior management
team succession plan periodically, taking into account
the opportunities and challenges facing the Group
and the skills, experience and knowledge that will be
needed in the future.
Succession planning will continue to be a focus over the
course of the remainder of 2025, with an emphasis on
improving diversity in our pipeline. As mentioned above
under Board Evaluation to assist with the successful
delivery of our diversification programme, careful
consideration has been given throughout the year to
the Board, its role and size, and senior management at
other levels, most notably ExCo and its composition.
This has been an internal review with assistance sought
from Egon Zehnder on issues relating to the Board
as part of our requirement under Provision 21 of the
UK Corporate Governance Code to have an external
annual performance review of the Board. The broad
intent being to make the Board more strategic.
As part of this exercise both David Fineberg and Matt
Lewis will not be putting themselves up for re-election
at the 2025 AGM so that they can focus more effectively
on helping to implement the diversification strategy. With
significant expansion and opportunities globally it is
important that we are structured and focused on building
our regional reach as well as building key partnerships.
To assist with this David will take up the newly formed
role of Global Head of Strategic Partnerships where he
will work closely with our major institutional clients as we
look to build on the success of our Revolut and Strike X
partnerships and other major institutional clients.
At the same time Matt will fully focus, in particular, on
his position as Head of ANZ to expand in the region our
stock broking and cash crypto business. This follows
a record year last year and the prospect of many
opportunities which require greater focus.
I would also like to thank both David and Matt for, over
the years, their hard work and insight on the Board and
the opportunities in their different areas of operation
they have both helped us with. We look forward to
both of them dedicating their full undivided time to the
opportunities in their respective areas of focus.
I am pleased to advise that the Committee discussed
and recommended to the Board the appointment of
Laurence Booth as an Executive Director on 5 June
2005 as Global Head of Capital Markets. Laurence will
add strategic commercial expertise with a broad global
role to the Board.
At the 2024 AGM it was noted that I would be stepping
down from the Board at the 2025 AGM having by that time
completed 10 years and six months as a non – executive
director of the Company and being mindful of the
Code’s guidance on tenure. I can confirm that I will not be
putting myself up for re - election as a director at the
2025 AGM. However I am pleased to advise that the
Committee discussed and recommended to the Board
at its meeting on 4 June 2025 the appointment of Paul
Wainscott, our Senior Independent Director and Chair
of the Group Audit Committee, as the new Chair of the
Company upon my stepping down at the 2025 AGM.
Successors to Paul’s roles as the SID and Chair of GAC
will be presently made. Paul will also be taking over my
role as Chair of NomCo.
Diversity, equity and inclusion
The Committee recognises the benefits of diversity,
equity and inclusion (“DE&I”). The CMC Markets plc
Board Diversity Policy recognises the benefits of
having a diverse senior management team and sees
increasing diversity at a senior level as an essential
element in maintaining an effective Board. Our policy is
to ensure that there is broad experience and diversity on
the Board and the Audit, Nomination and Remuneration
Committees. We consider diversity to include age,
ethnicity, disability, gender, sexual orientation and
socio-economic and geographic backgrounds.
Appointments to the Board are made on merit in the
context of complementing and expanding the skills,
knowledge and experience of the Board as a whole.
The Committee reviews and assesses Board
composition on behalf of the Board and recommends
the appointment of new Directors. The Nomination
Committee also oversees the conduct of the annual
review of Board effectiveness.
In order to maintain an appropriate range and balance
of skills, experience and background on the Board, the
Nomination Committee considers the benefits of all
aspects of diversity including, but not limited to, those
described above.
In identifying suitable candidates for appointment to
the Board, the Nomination Committee will consider
candidates against objective criteria with due regard
for the benefits of the herein mentioned attributes and
diversity on the Board.
As part of the annual performance evaluation of the
effectiveness of the Board, Committees and individual
Directors, the Nomination Committee considers the
balance of skills, experience, independence and
knowledge of the CMC Group on the Board, and the
diversity representation on the Board.
The Committee discusses Board, senior management
and workforce diversity and how the Group’s position
can be improved. More information on our DE&I
strategy and initiatives is included in the Sustainability
section on page 30.
Our disclosures and statement on the diversity of
our Board, senior Board positions and executive
management in compliance with UKLR 6.6.6R (9)
andUKLR 14.3.30R (1) are set out on page 60 .
The UK Listing Rules set the following targets:
at least 40% of the Board are women;
at least one of the senior Board positions (Chair,
Chief Executive Officer (“CEO”), Senior Independent
Director (“SID”) or Chief Financial Officer (“CFO”)) is
a woman; and
at least one member of the Board is from a minority
ethnic background (which is defined by reference
to the categories recommended by the Office
for National Statistics (“ONS”) as coming from
anon-white ethnic background).
The Committee notes that the composition of the Board
and executive management did not meet the targets
set out above during the year. However, following the
conclusion of the 2025 AGM and changes to Board
composition, 40% of the Board are women. Following
Albert Soleiman stepping down from the Board on
25 February 2025, the Company no longer has an
Executive Director discharging the role of CFO, as
this function is currently discharged at the executive
management level. Mr Soleiman was also identified
as a Director classified as ‘other ethnic group’ and
the Committee therefore continues to keep the
ethnic diversity of the Board under review following
hisdeparture. The Committee will also keep under
consideration the senior Board positions.
Strategic report Governance Financial statements Shareholder information
59 – CMC Markets plc – Annual Report and Financial Statements 2025
Diversity, equity and inclusion continued
The Committee is mindful that the Executive Committee consists of male executives only. We feel we currently have
the right people fulfilling these Executive roles and have to accept the impact on our diversity statistics. Whilst we do
not feel it appropriate to set ourselves goals the Executive Committee membership was driven by the specific needs
of the Group and any skill gaps, we continually review our position on this. The Board is committed to seeking to
improve diversity at Executive Committee level and will continue to have regard to these matters as part of our Board
and senior management succession planning and recruitment processes.
Further information on diversity and our targets for the wider workforce is referenced in the Sustainability section on
pages 33 to 34. The Sustainability Report on page 34 sets out the diversity information for senior managers and all
employees pursuant to S.414C (8) (c).
Diversity data
Diversity data based on sex
Number of
Board members
Percentage
of Board
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair)2
Number in
executive
management 3
Percentage
of executive
management
Men 5 71.42 3 7 100.00
Women 2 28.57 0
Not specified/prefer not to say
Diversity data based on ethnic background
Number of
Board members
Percentage
of Board
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair)2
Number in
executive
management 3
Percentage
of executive
management
White British or other white
(including minority white groups) 7 100.00 3 7 100.00
Mixed/multiple ethnic groups
Asian/Asian British
Black/African/Caribbean/
BlackBritish
Other ethnic group
Not specified/prefer not to say
Notes:
1 All data is at 31 March 2025.
2 There is no Director designated as CFO.
3 Executive management is represented by the Executive Committee and Company Secretary excluding administrative and support staff.
Priorities for financial year 2025/26
In the year ahead the Committee will focus on senior management succession and diversity, the People Strategy,
ensuring actions arising from the Board evaluation are appropriately implemented and the appointment of new
Non-Executive Directors.
James Richards
Chairman and Chair of the Nomination Committee
5 June 2025
Nomination Committee report continued
60 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Remuneration Committee report
Supporting the growth
of the business
Sarah Ing
Independent Non-Executive Director and
Chair of the Remuneration Committee
Dear shareholder,
As Chair of the Remuneration Committee, I am pleased
to present the Directors’ remuneration report for the
year ended 31 March 2025. This report comprises
three sections: first, my annual statement as Chair of
the Remuneration Committee; second, the amended
Remuneration Policy, which will be put forward for
shareholder approval at the 2025 AGM; and third, the
annual report on remuneration, which sets out how the
current Policy was implemented for the year ended 31
March 2025.
Remuneration in context
The Committee’s approach to governing Executive
pay at CMC Markets is to ensure a clear and rigorous
focus on aligning pay with performance, while also
giving due consideration to all our key stakeholders.
The Committee considers both corporate performance
from a strategic and financial perspective, coupled with
stakeholder experience.
Corporate performance
Strategic priorities
In 2025, we continued to deliver on our strategic
priorities, forming key partnerships with Revolut and
ASB, and expanding our global footprint with entry into
Bermuda. We enhanced product offerings by launching
24/7 crypto trading, enabling stablecoin funding, and
introducing cash ISAs in the UK. Extended trading
hours were rolled out across more than 80 leading US
stocks. We established a Treasury Management and
Capital Markets Division to optimise balance sheet
returns and made strategic senior hires to strengthen
leadership. Continued cost discipline supported
reinvestment in high-growth areas, positioning us for
sustained long-term growth.
Financial performance
FY 2025 was another year of strong results, with us
reporting a statutory profit before tax of £84.5 million
– an increase of 33% from the £63.3 million reported
in FY 2024.
Stakeholder experience
Our shareholders
Following a year of dynamic change in the Group, the
Committee undertook a review of the Remuneration
Policy (the Policy) to assess if it remained appropriate as
the business was reshaped under the leadership of the
Group CEO. The review was conducted later in the year
as the new strategy evolved, particularly with the creation
of a new business vertical. While it was not therefore
possible to conduct a consultation with shareholders
prior to the publication of this Annual Report, a
consultation exercise will be undertaken with major
shareholders prior to the Annual General Meeting.
Our employees
The Committee is responsible for reviewing the Group’s
wider employee remuneration policies and how reward
aligns to the culture of the Group.
During the year, the Committee discussed the bonus
allocation and salary reviews for the wider workforce,
reviewed and agreed the Group’s approach to
long-term incentives beyond the Executive Directors,
reviewed the Group’s gender pay gap data and the
steps that could be taken to close the existing gap,
and discussed the operation of and participation in the
Group’s all-employee share plan.
All employees were given the opportunity to participate
in our annual engagement surveys and provide
feedback on various topics, including remuneration.
Susanne Chishti was the designated Non-Executive
Director responsible for engaging with employees but
stepped down from the Board in July 2024. Alternative
engagement mechanisms were established to provide
the Board with employee views. More detail is included
in the Nomination Committee report on page 59.
Members and attendance
Sarah Ing
Committee Chair
Paul Wainscott
Independent Non-Executive Director
Susanne Chishti
Independent Non-Executive Director
Clare Francis
Independent Non-Executive Director
Attended meeting
Did not attend meeting held during tenure
Strategic report Governance Financial statements Shareholder information
61 – CMC Markets plc – Annual Report and Financial Statements 2025
Remuneration Committee report continued
Remuneration in relation to the year
ended 31 March 2025
Throughout the year, the Committee has given careful
consideration to remuneration in the context of the
external environment and the Group’s performance. The
outcomes for the specific reward elements are as follows:
Base salary – No adjustments were made to the salaries
of the Executive Directors.
Combined Incentive Plan (“CIP”) awards – The financial
year ended 31 March 2025 was the fifth year of the
implementation of the CIP and the plan was assessed
against Group financial, strategic and individual
performance targets, as approved by the Committee
as follows:
60% based on financial performance;
30% based on strategic performance; and
10% based on achievement of personal and
mandatory risk objectives.
For the financial performance element, the Group’s
EPS of 22.6 pence which was above the Target level of
performance of 14.9 pence, resulting in an outcome of
100% of maximum for this element. The full detail of the
financial targets is set out on page 71.
To determine the overall outcomes under the CIP,
the Committee also reviewed individual Executive
Directors’ performance against their strategic and
personal objectives, which were set at the beginning
of the year and determined the extent to which these
had been met. Further details of the objectives and
performance against them are setout on pages 71 to 72.
This resulted in a formulaic outcome of 96.8% of
potential award to the Chief Executive Officer, 89.1%
to the Deputy CEO, and 88.5% to the Head of the
ANZ business.
In reviewing the annual incentive outcomes, the
Committee considered both the formulaic results
and overall delivery against key priorities. For David
Fineberg and Matthew Lewis, although the formulaic
assessment supported higher awards, the Committee,
with input from the Group CEO, exercised downward
discretion to moderate the final outcomes.
This decision reflected a holistic evaluation of actual
business delivery relative to expectations and their
stepping down from the Board at the AGM. David
Fineberg will become Global Head of Strategic
Partnerships. Matthew will leave the Board to focus on
his position as Head of ANZ.
While a number of objectives were met and both
individuals made valuable contributions, the Committee
determined that performance in certain critical areas
did not fully meet expectations set at the start of the
year. The use of discretion ensured that variable pay
outcomes remained aligned with broader performance
and shareholder experience.
Both David and Matthew remain key members of
the Executive Committee and are well-positioned
to support the Group’s strategy going forward. The
Committee is satisfied that the adjusted outcome
remains proportionate, aligned with overall business
and shareholder performance, and fully consistent with
the principles of our remuneration framework.
Following the application of discretion by the
Committee, the Committee awarded 41.7% to the
Deputy CEO and 57.1% to the Head of ANZ business of
the maximum opportunity.
The CEO continued to provide exemplary leadership
to the business and the Committee awarded 96.8%
of the maximum opportunity to the CEO in line with
the formulaic outcome of the CIP performance
assessment.
The 2025 awards comprise a 40% cash award
and a 60% share award in line with the MIFIDPRU
Remuneration Code. Share awards will be granted post
the release of the Group’s results for the year ended
31 March 2025. The share awards will be assessed
against a performance underpin after a further three-
year period ending 31 March 2028 and, if the underpin is
achieved, continue to vest until 2030.
Change in Directors
As announced on 25 February 2025, Albert Soleiman
stepped down as Chief Financial Officer (CFO) and
Director of the company on with immediate effect. Mr
Soleiman would remain with CMC Markets for a period
to support an orderly handover of his duties. Details of
Albert’s termination remuneration arrangements are
setout on page 71.
As announced on 5 June, David Fineberg and Matthew
Lewis will step down as Executive Directors with effect
from the 2025 AGM. Both will remain employed by the
Group, David in the role of Global Head of Strategic
Partnerships where he will work closely with our major
institutional clients as we look to build on the success of
our Revolut and Strike X partnerships and other major
institutional clients. Matthew will move to fully focus on
his position as head of our ANZ business to expand in
the region our stock broking and cash crypto business
following a record year last year and the prospect of
many opportunities which require his greater focus.
Further information is provided on page 59. Unvested
CIP awards will continue to vest on their normal schedule,
subject to achievement of the underpin assessment.
As also announced on 5 June 2025, Laurence Booth,
Global Head of Capital Markets, will be appointed as
an Executive Director with immediate effect. Laurence
will add strategic commercial expertise to the Board
with a broad global role. Laurence’s remuneration
arrangements will be in line with the Remuneration
Policy and set out in the implementation of Policy in FY
2026 section on page 73.
Remuneration in the year
ending 31 March 2026 and
proposed amendments to the
Remuneration Policy
The Committee has reviewed the remuneration of
the CEO, Lord Peter Cruddas and believes that it is
appropriate to right-size his remuneration package in order
to suitably reflect his significant contribution to determining
the business strategy, achieving ambitious growth
objectives and creating value for ourshareholders.
The Committee has therefore decided to make a one-
off salary adjustment for the CEO, Lord Peter Cruddas,
from £700,000 to £1,000,000 (43%). It is intended
that future adjustments will be broadly aligned with
increases for the wider workforce.
The Committee has also decided that it would be
appropriate to more closely align the CEO’s opportunity
level under the CIP with that for other Executive
Directors at a maximum of 250% of base salary. This
change will require an amendment to the Remuneration
Policy andthis will be put forward for shareholder
approval atthe AGM in 2025.
The current Remuneration Policy was approved by a
shareholder vote of 98.18% at the AGM in 2024 and,
apart from the above change, believes that it continues
to be fit to support the business’ needs. The proposed
amended Policy is set out on pages 63 to 68.
The Committee proposes to continue to use Group
financial, strategic and individual performance against
targets for the 2026 financial year as the basis on
which the combined incentive will be awarded. The
performance measures applied to the CIP will be:
60% financial performance;
30% strategic performance; and
10% personal objectives.
In relation to the financial target, the Committee has
ensured that a sufficiently stretching range has been
set by taking account of a number of internal and
external reference points and the impact of regulatory
change. The target range is considered commercially
sensitive and so will be disclosed in next year’s Annual
Report. With regard to the strategic and personal
objectives, these will be evaluated based on quantitative
measurable objectives in the significant majority of
cases. Again, these are considered commercially
sensitive so detailed disclosure of these quantitative
performance measures and associated outcomes
willbe included in the 2026 Annual Report and
FinancialStatements.
In order to comply with the MIFIDPRU Remuneration
Code, CIP awards will be made 40% in cash and 60%
in shares.
I hope you find this report provides a clear
understanding of the Committee’s approach to
remuneration and that you will be supportive of the
resolutions relating to remuneration at the 2025 AGM.
Sarah Ing
Independent Non-Executive Director and Chair of
the Remuneration Committee
5 June 2025
62 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Directors’ Remuneration Policy
As discussed in the Committee Chair’s statement, it is intended to put an amended version of the Remuneration Policy to shareholders for approval at the 2025 AGM. The current Remuneration Policy was approved by a shareholder vote of
98.18% at the AGM in 2024 and the Committee believes that other than the changes set out in the table below, it remains fit to support the needs of the business.
Policy table
The below table summarises the key components of the proposed Remuneration Policy for the Executive Directors as well as changes from the previous Policy.
Purpose and link to strategy Operation Maximum opportunity Performance measures Change from 2024 Policy
Base salary
To reflect the market value of the
role and individual’s experience,
responsibility and contribution.
The Policy is for base salary to be competitive. In making this
assessment the Committee has regard for:
the individual’s role, responsibilities and experience;
business performance and the external economic
environment;
salary levels for similar roles at relevant comparators; and
salary increases across the Group payable in cash.
Salaries are reviewed on an annual basis, with any increase
normally taking effect from 1 June.
Executive Director salary increases will normally be
in line with those awarded to the wider employee
population.
Increases may be above this level if: (i) there is an
increase in scale, scope or market comparability of
the role; and/or (ii) an Executive Director has been
promoted or has had a change in responsibilities.
Where increases are awarded in excess of the wider
employee population, the Committee will provide an
explanation in the relevant year’s Remuneration report.
Business performance is considered in
any adjustment to base salary.
No change
Pension
To provide competitive
retirement benefits.
Executive Directors participate in a defined contribution pension
scheme or may receive a cash allowance in lieu.
Aligned to the all-employee maximum employer
contribution level, which is currently 7% in the UK and
11.5% in Australia. This is in alignment with Provision 38
of the UK Corporate Governance Code.
Not applicable. No change
Share Incentive Plan (“SIP)
To encourage broad employee share
ownership.
In line with HMRC rules, Executive Directors are entitled to
participate in the SIP on the same terms as other employees.
In line with HMRC permitted limits. Not applicable. No change
Benefits
To provide market
competitive benefits.
Benefits include life insurance, permanent health insurance,
private medical insurance, dental insurance, health screening/
assessment, critical illness insurance, interest-free season ticket
loans, gym membership, eye tests, cycle to work, childcare
vouchers, dining card, travel insurance and club membership.
Where appropriate, other benefits may be offered including, but
not limited to, allowances for relocation and other expatriate
benefits to perform their role.
Benefits may vary by role and individual circumstances
and are reviewed periodically to ensure they remain
competitive.
The maximum value of the benefits is unlikely to exceed
10% of salary.
Not applicable. No change
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63 – CMC Markets plc – Annual Report and Financial Statements 2025
Remuneration Committee report continued
Purpose and link to strategy Operation Maximum opportunity Performance measures Change from 2024 Policy
Combined Incentive Plan (“CIP”)
To ensure that incentives are fully
aligned to the Group’s strategy.
The value of an award will be determined based on performance
achieved in the previous financial year against defined financial
and strategic targets.
Performance conditions and targets are reviewed prior to the
start of the year to ensure they are appropriate and stretching
and reinforce the business strategy. At the end of the year the
Committee determines the extent to which these were achieved.
The award will be delivered as follows:
Cash award: 40% of the award will be settled in cash as soon as
practicable following the financial year.
Deferred Shares: 60% of the award will be deferred into shares
for up to five years following the financial year. This portion of
the award will vest subject to the achievement of a three-year
performance underpin to ensure the deferred portion of the
award is warranted based on sustained success.
Subject to the achievement of the performance underpin and
continued service, the Deferred Share portion of the award
will vest over a period of at least five years. For 2025/26, it is
anticipated this will be as follows, although the Committee will
continue to monitor both market and regulatory developments in
respect of vesting and holding periods and may for future awards
adjust the vesting schedule:
40% after three years
1
;
30% after four years
1
; and
30% after five years
1
.
The combined incentive awards are discretionary. Dividend
equivalents may accrue on the Deferred Share portion of the
award and be paid on those shares that vest.
Awards under the CIP are non-pensionable and are subject to
malus and clawback for a seven-year period from grant in the
event of a material financial misstatement, gross misconduct,
calculation error, failure of risk management, material
reputational damage or any other circumstance the Committee
considers appropriate.
1 Four, five and six years in total respectively allowing for the one-year performance
period to determine the deferred award amount.
Participants in the CIP will include the Executive
Directors.
Current CEO:
Awards may be up to 250% of salary, delivered
as follows:
- cash award: 100% of salary; and
- Deferred Shares: 150% of salary
From 2023 40% of the award has been made in cash
and 60% deferred into shares.
Executive Directors:
Awards may be up to 350% of salary, delivered
as follows:
cash award: 140% of salary; and
Deferred Shares: 210% of salary.
Performance is assessed against Group
and individual performance measures
as considered appropriate by the
Committee.
Financial performance will account for at
least 60% of an award. For this portion,
25% of the maximum would be payable for
performance at threshold level and 50%
for target performance.
The Deferred Share portion will vest
subject to a performance underpin
measured over a period of at least three
years starting from the end of the year
used to determine the amount of the
award. The Committee will review Group
performance over the relevant period,
taking into account factors such as:
a) the Company’s TSR performance;
b) aggregate profit levels; and c) any
regulatory breaches during the period or
any other such factor that the Committee
considers appropriate, which may include
personal performance of the relevant
Executive Director.
The potential maximum
opportunity level for the
CEO will be increased to
250% of salary.
Directors’ Remuneration Policy continued
Policy table continued
64 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Purpose and link to strategy Operation Maximum opportunity Performance measures Change from 2024 Policy
2024 Management Equity Plan
(M EP ”) (LTIP)
To reinforce delivery of sustained
long-term success and align the
interests of participants with those of
shareholders.
In respect of Executive Directors, LTIP awards may only be
granted under the MEP by the Remuneration Committee to
facilitate external recruitment, i.e. to be used as the vehicle for
buying out incentive awards forfeited on leaving a previous
employer as per the recruitment policy set out below. Awards
may consist of performance shares (nil cost options or
conditional rights to receive shares) or market value options or a
combination of the two.
LTIP awards normally vest after three years. The Committee
may extend the LTIP time horizon by introducing a holding period
of up to two years or by extending the vesting period, e.g. if
regulations require.
The number of performance shares and/or options vesting
is dependent on the degree to which any performance
conditions attached to the LTIP award have been met over the
performance period.
Dividend equivalents may accrue on performance shares and be
paid on those shares which vest.
The award levels and performance conditions are reviewed in
advance of grant to ensure they are appropriate.
Awards under the LTIP are non-pensionable and are subject
to malus and clawback provisions for a seven-year period from
grant in the event of a material financial misstatement, gross
misconduct, calculation error, failure of risk management or in
any other circumstance the Committee considers appropriate.
125% of salary in normal circumstances and up to 200%
of salary in exceptional circumstances or an equivalent
economic value where an award is a combination of
shares and options.
Vesting for threshold performance in respect of any
performance share awards is up to 25% of maximum.
Awards will generally vest subject to the
Company’s performance and continued
employment.
The Committee has flexibility to adjust any
performance measures and weightings
in advance of each future award cycle to
ensure they continue to support delivery
of the Company’s strategy. Over the
term of this policy, performance will be
predominantly dependent on financial
and/or share price-related measures.
The Committee has flexibility to adjust
downwards the formulaic outcome
based on its assessment of underlying
performance, and results being achieved
within the Company’s risk appetite, over
the performance period.
No change
Notes to the Policy table
In addition to the elements of remuneration detailed in
the Policy table, any historical awards or commitments
described in this report which were made prior to, but
due to be fulfilled after the approval and implementation
of, the Remuneration Policy detailed in this report will
be honoured.
Shareholding guidelines
Executive Directors are required to build up a holding
of 200% of base annual salary. Executive Directors
will be required to build up to this level over a period of
five years, starting from the date of our listing in 2016
for the Executive Directors who were in role at the time
the 2018 Remuneration Policy was approved and from
the date of appointment for any recruits since that time
or in future. Executive Directors will be expected to
retain at least 50% of shares vesting (net of tax) until
the guideline level is achieved. For the purposes of
satisfying the shareholding requirement, shares held by
a connected person (e.g. a spouse) will be considered
to be included.
A post-employment shareholding requirement will
apply of 200% of base annual salary (or the actual
shareholding at date of exit if lower) for a period of two
years after leaving employment.
Dividend equivalents
Dividend equivalents are payable on the Deferred Share
portion of the combined incentive.
Clawback and malus provisions
Awards under the CIP and LTIP will be subject to
provisions that allow the Committee to withhold, reduce
or require the repayment of awards after vesting if there
is found to have been: (a) material misstatement of the
Company’s financial results; (b) gross misconduct on
the part of the award holder; or (c) any other material
event as the Committee considers appropriate.
Strategic report Governance Financial statements Shareholder information
65 – CMC Markets plc – Annual Report and Financial Statements 2025
2,500
3,500
3,000
4,500
4,000
2,000
1,500
1,000
500
0
Remuneration Committee report continued
Risk considerations
The Remuneration Policy is also designed to
promote sound and effective risk management. The
Remuneration Committee reviews and approves the
Remuneration Policy for all employees, including for
Material Risk Takers and senior risk and compliance
employees, to help ensure pay arrangements encourage
appropriate behaviour and compliance with the
Company’s risk appetite. For example, all employees
receive a salary which reflects their market value,
responsibilities and experience. An individual may only
receive an annual incentive award if they operate within
the risk appetite of the Company and have demonstrated
appropriate behaviour. Key senior managers are eligible
for consideration of LTIP awards, with any vesting based
on performance over at least two years. The Committee
has flexibility to adjust the formulaic outcome if the
Company’s recorded performance is not a genuine
reflection of underlying business performance or if
results were not achieved within the Company’s risk
appetite. CIP awards are subject to malus and clawback
for all participants in various circumstances, including a
failure of risk management. The Chief Operating Officer
is closely involved in the remuneration process to ensure
that both Remuneration Policy and outcomes reinforce
compliance with the Company’s risk appetite, including
reporting independently to the Committee at least
annually on compliance with the risk appetite, on any
notable risk events and on the behaviour of the Material
Risk Takers.
Incentive plan discretions
The Committee will operate the Company’s incentive
plans according to their respective rules and the Policy
set out above, and in accordance with relevant financial
services regulations, the Listing Rules and HMRC rules
where relevant.
Following amendments in 2019, the CIP specifically
includes relevant clauses to ensure the Remuneration
Committee is able to use its discretion to reduce the
value of a cash award or the number of shares to a share
award or the extent to which a share award will vest, to
avoid an otherwise formulaic outcome.
In line with common market practice, the Committee
retains discretion as to the operation and administration
of these incentive plans, including:
The CIP is designed to align the interests of our
participants with the longer-term interests of the
Company’s shareholders by rewarding them for
delivering sustained increases in shareholder value
within the Group’s risk appetite. CIP performance
measures selected reinforce the Group’s strategy
over the medium to long term, and provide a balance
of internal and external perspectives. The Committee
has selected EPS as the primary measure as this is
a widely accepted measure of bottom-line financial
performance and is well aligned with shareholder
interests. Performance measures and targets
are reviewed by the Committee ahead of each
performance period to ensure they are appropriately
stretching and achievable over the performance period.
The CIP strengthens the alignment of pay with the
measures of performance that are important in creating
value for shareholders and also forms a strong retention
and motivation mechanism for Executives. The
who participates;
the timing of grant and/or payment;
the size of an award and/or payment (within the plan
limits approved by shareholders);
the manner in which awards are settled;
the choice of (and adjustment of) performance
measures and targets in accordance with the
Remuneration Policy set out above and the rules of
each plan;
in exceptional circumstances, amendment of any
performance conditions applying to an award,
provided the new performance conditions are
considered fair and reasonable, and are neither
materially more nor materially less challenging than
the original performance targets when set;
discretion relating to the measurement of
performance in the event of a variation of share
capital, change of control, special dividend,
distribution or any other corporate event which may
affect the current or future value of an award;
determination of a good leaver (in addition to any
specified categories) for incentive plan purposes,
based on the rules of each plan and the appropriate
treatment under the plan rules; and
adjustments required in certain circumstances (e.g.
rights issues, share buybacks, special dividends,
other corporate events, etc.).
Any use of the above discretions would, where relevant,
be explained in the Annual report on remuneration. As
appropriate, it might also be the subject of consultation
with the Company’s major shareholders.
Performance
measurement selection
The Company’s incentive plans are designed to
incentive the achievement of demanding financial
and business-related objectives, using a balance of
measures which could include absolute and relative
performance measures, as appropriate, selected to
support the Group’s key strategic priorities.
performance measures selected are a combination
of financial performance, strategic performance
and individual objectives. The achievement of these
performance measures will be reviewed by the
Committee ahead of any award and the vesting of
share awards will be subject to the achievement of a
performance underpin over the vesting period.
Executive Directors’
remuneration scenarios
The charts below provide estimates of the potential future
reward opportunity for each of the two Executive Directors
and the implied split between the different elements of
remuneration under three different performance scenarios:
“Minimum”, “On target” and “Maximum”.
Assumptions underlying each element of remuneration
are provided in the table below.
2,500
3,500
3,000
4,500
4,000
2,000
1,500
1,000
500
0
Fixed remuneration CIP cash element CIP share element
£’000
Peter Cruddas
Minimum On target Maximum
Maximum
+50%
with share
price growth
100%
22%
45%
33%
29%
29%
43%
24%
24%
53%
£4.3m
£3.5m
£2.3m
£1.0m
£’000
Laurence Booth
Minimum On target Maximum
Maximum
+50%
with share
price growth
100%
25%
38%
37%
31%
23%
46%
25%
19%
56%
£2.2m
£1.8m
£1.1m
£429k
66 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Component Maximum On target Maximum
Maximum with
share price growth
Fixed
Base salary Latest salary n/a n/a n/a
Pension Contribution applies
to latest salary n/a n/a n/a
Other benefits As presented as a single
figure on page 70 n/a n/a n/a
Combined incentive No payment 50% of
maximum
100% of
maximum
100% of maximum with
50% growth in share price
The column headed “Maximum with share price growth” is the maximum figure but includes share price growth of
50% for any part of the CIP paid in shares. Otherwise, the projected value of the deferred element of the combined
incentive excludes the impact of share price growth and any potential dividend accrual. Actual remuneration
delivered, however, will be influenced by these factors. Deferred awards are subject to continuing employment.
Remuneration Policy for new hires
In the case of hiring or appointing a new Executive Director, the Committee may make use of all the existing
components of remuneration.
The salaries of new appointees will be determined by reference to their role and responsibilities, experience and
skills, relevant market data, internal relativities and their current salaries. New appointees will be eligible to receive
a pension contribution or allowance and benefits and participate in the Company’s HMRC approved all-employee
Share Incentive Plan, in line with the Remuneration Policy.
New appointees will be entitled to participate in the CIP, as described in the Policy table, with the relevant maximum
being pro-rated to reflect the period served. The Deferred Share portion of a new appointee’s combined incentive
award will normally vest on the same terms as other Executive Directors, as described in the Policy table. Individual
objectives will be tailored to the individual’s role.
In determining appropriate remuneration for a new Executive Director, the Committee will take into consideration
all relevant factors (including quantum, nature of remuneration and the jurisdiction from which the candidate was
recruited) to ensure that the remuneration arrangements are appropriate and in the interests of the Company and
its shareholders. The Committee may consider it appropriate to “buy out” incentive arrangements forfeited by an
Executive on leaving a previous employer and may exercise the discretion available under Listing Rule 9.3.2R if
necessary. In doing so, the Committee will ensure that the value of any buyout will as closely as possible mirror the
expected value of awards forgone (taking into account progress against any performance conditions attached),
and take into consideration the timeframe, performance conditions attached and type of award forgone when
constructing a buyout award. Buyout awards will be subject to continued employment over the performance period.
In cases of appointing a new Executive Director by way of internal promotion, the Remuneration Committee will be
consistent with the Policy for external appointees detailed above. Where an individual has contractual commitments
made prior to their promotion to Executive Director level, the Company will continue to honour these arrangements.
In the case of hiring or appointing a new Non-Executive Director, the Committee will follow the Policy as set out in the
table on page 67.
Service contracts
The Executive Directors are employed under contracts of employment with CMC Markets UK plc. The principal
terms of the Executive Directors’ service contracts are as follows:
Executive Director Position Effective date of contract
Note period
from Company
Notice period
from Director
Peter Cruddas Chief Executive Officer 1 February 2016 12 months 12 months
Laurence Booth Global Head of Capital Markets 5 June 2025 6 months 6 months
David Fineberg Deputy Chief Executive Officer 1 February 2016 6 months 6 months
Matthew Lewis Head of ANZ 1 November 2019 6 months 6 months
The terms shown in the table above are in line with the Company policy of operating notice periods of up to nine
months in the case of Executive Directors, except for the CEO service contract which can have a notice period of up
to 12 months. All employees including Executive Directors are subject to a six-month probation period. The contracts
have no fixed duration.
Executive Directors’ contracts are available to view at the Company’s registered office.
Letters of appointment are provided to the Chairman and Non-Executive Directors. Non-Executive Directors have
letters of appointment, which means that they retire at each AGM and are put up for re-election at the AGM. Non-
Executive Directors’ letters of appointment are available to view at the Company’s registered office.
Non-Executive Directors are all on a three-month notice period. Details of the effective date of Non-Executive
Directors’ letters of appointment are set out below:
Non-Executive Director Date of initial letter Date of latest letter Date of appointment
James Richards 20 October 2014 16 February 2018 1 April 2015
Sarah Ing 7 July 2017 7 July 2017 14 September 2017
Paul Wainscott 11 July 2017 11 July 2017 19 October 2017
Clare Francis 14 December 2022 14 December 2022 19 December 2022
Exit payment policy
The Company considers termination payments on a case-by-case basis, taking into account relevant contractual
terms, the circumstances of the termination and any applicable duty to mitigate. In such an event, the remuneration
commitments in respect of Executive Directors’ contracts could amount to salary, benefits in kind and pension rights
during the notice period, together with payment in lieu of any accrued but untaken holiday leave, if applicable.
The Committee would apply general principles of mitigation to any payment made to a departing Executive Director
and would honour previous commitments as appropriate, considering each case on an individual basis.
The table below summarises how the awards under the Combined Incentive Plan and LTIP are typically treated in
different leaver scenarios and on a change of control. The Committee retains discretion on determining “good leaver”
status, but it typically defines a “good leaver” in circumstances such as retirement with agreement of the Board, ill
health, injury or disability, death, statutory redundancy, or part of the business in which the individual is employed or
engaged ceases to be a member of the Group. Final treatment is subject to the Committee’s discretion.
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67 – CMC Markets plc – Annual Report and Financial Statements 2025
Remuneration Committee report continued
Exit payment policy continued
Event Timing of vesting/award Calculation of vesting/payment
CIP
“Good leaver” On normal vesting date (or
earlier at the Committee’s
discretion).
Unvested awards vest to the extent that any
performance conditions have been satisfied and
are pro-rated to reflect the proportion of the vesting
period served.
“Bad leaver” Unvested awards lapse. Unvested awards lapse on cessation of employment.
Change
of control
1
On the date of the event. The Committee will determine the level of vesting,
taking account of the extent to which performance
conditions have been or are likely to be satisfied
and, unless the Committee decides otherwise, the
proportion of the vesting period served.
LTIP
“Good leaver” On normal vesting date (or
earlier at the Committee’s
discretion).
Unvested awards vest to the extent that any
performance conditions have been satisfied and
are pro-rated to reflect the proportion of the vesting
period served.
“Bad leaver” Unvested awards lapse. Unvested awards lapse on cessation of employment.
Change
of control
1
On the date of the event. The Committee will determine the level of vesting,
taking account of the extent to which performance
conditions have been or are likely to be satisfied
and, unless the Committee decides otherwise, the
proportion of the vesting period served.
1 In certain circumstances, the Committee may determine that any Deferred Share awards under the annual incentive and both unvested and any deferred
awards under the LTIP and CIP will not vest on a change of control and instead be replaced by an equivalent grant of a new award, as determined by the
Committee, in the new company.
Upon exit or change of control, SIP awards will be treated in line with the approved plan rules.
If employment is terminated by the Company, the departing Executive Director may have a legal entitlement
(under statute or otherwise) to additional amounts, which would need to be met. In addition, the Committee retains
discretion to settle other amounts reasonably due to the Executive Director, for example to meet the legal fees
incurred by the Executive Director in connection with the termination of employment, where the Company wishes
to enter into a settlement agreement (as provided for below) and, in which case, the individual is required to seek
independent legal advice.
In certain circumstances, the Committee may approve new contractual arrangements with departing Executive
Directors including (but not limited to) settlement, confidentiality, restrictive covenants and/or consultancy
arrangements. These will be used sparingly and only entered into where the Committee believes that it is in the best
interests of the Company and its shareholders to do so.
Consideration of conditions elsewhere in the Group
In making remuneration decisions, the Committee takes into account the pay and employment conditions of
employees across the Group. In particular, the Committee considers the range of base pay increases across
the Company as a factor in determining the base salary increases for Executive Directors. The Committee does
not consult with employees on the Executive Directors’ Remuneration Policy nor does it use any remuneration
comparison measurements.
Remuneration Policy for other employees
CMC Markets’ approach to annual salary reviews is consistent across the Group. All employees are eligible
to participate in the annual incentive award scheme or an equivalent scheme, with targets appropriate to their
organisational level and business area. Key senior managers are also eligible for LTIP awards to further support long-
term alignment with shareholder interests.
Consideration of shareholder views
The Committee is committed to an ongoing dialogue on Directors’ remuneration. It is the Remuneration Committee’s
intention to consult with major shareholders prior to any major changes to its Remuneration Policy wherever
possible. As part of the renewal process we corresponded with all significant shareholders to seek their views on
proposed changes.
Groups Remuneration Policy for Chairman and Non-Executive Directors
The Board determines the Remuneration Policy and level of fees for the Non-Executive Directors, within the limits set
out in the Articles of Association.
The Remuneration Committee recommends the Remuneration Policy and level of fees for the Chairman of the
Board. Full details of the current fees paid can be found on Page 77. The Group’s policy is:
Purpose and link to strategy Operation Maximum opportunity
Performance
measures
Fees are set to attract
suitable individuals
with a broad range of
experience and skills
to oversee
shareholders
interests and
Company strategy.
Furthermore fees are
set to reflect market
value of the role and
the individual’s time
commitment,
responsibility,
performance and
contribution.
Annual base fee for the Chairman .
Annual base fee for the Non-Executive Directors.
Additional fees are paid to Non-Executive
Directors for additional services such as chairing
a Board Committee, performing the role of Senior
Independent Director, etc.
Fees are reviewed from time to time taking into
account time commitment, responsibilities and fees
paid by companies of a similar size and complexity.
Fee increases are then applied in line with the
outcome of the review.
Expenses
The Company may reimburse NEDs in cash for
reasonable expenses (including any tax due
thereon) incurred in carrying out their role.
Fee increases are
applied in line with
the outcome of
the review.
Aggregate fees
will not exceed
the limit approved
by shareholders
in the Articles of
Association, which
is currently
£750,000.
Not
applicable.
Minor changes
The Committee may make minor amendments to the Policy set out above (for regulatory, exchange control, tax or
administrative purposes or to take account of a change in legislation) without requiring prior shareholder approval for
that amendment.
68 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Principal responsibilities of the
Remuneration Committee
The Committee is responsible for determining the
Remuneration Policy for the Executive Directors
and ensuring that incentive payments are aligned
to the Company’s purpose, values and strategy in
order to promote long-term sustainable success.
The Committee is also responsible for setting the
remuneration of the Chairman of the Board and
members of the senior leadership team, including the
Company Secretary, and overseeing the remuneration
framework and practices for the wider workforce.
The main role and responsibilities of the Remuneration
Committee are:
reviewing and agreeing appropriate Remuneration
Policies which comply with all relevant regulations;
reviewing and determining the remuneration of the
Executive Directors and the senior management
team, having regard to remuneration of the wider
CMC workforce;
reviewing and ensuring that incentive payments to
Executive Directors are linked to the achievement of
stretching financial performance and both strategic
and individual agreed objectives;
ensuring that remuneration incentives and aims
to retain key employees including the Executive
Directors and senior management;
ensuring that Executive remuneration is linked to the
delivery of the long-term success of the Company;
having oversight of the operation of remuneration
arrangements across the CMC Group through
regular review of “management” information
including gender-related data;
reviewing any major changes to employee benefit
structures, including new share schemes, and
ensuring that shareholders are consulted and the
required approval processes are followed;
reviewing the appropriateness of remuneration
against the risk management strategy following
advice from the Group Risk Committee; and
oversees the adherence of all relevant regulations
relating to Executive Director remuneration.
Committee composition,
attendance and advisers
The Committee is chaired by Sarah Ing with Paul
Wainscott and Clare Francis as members, all of whom
are considered independent. James Richards is
a standing attendee at meetings. The Committee
held six scheduled meetings in the financial year,
and attendance by Committee members is shown
on page 61.
During the year, the Committee was advised by
independent remuneration consultants Willis
Towers Watson (“WTW”) on various remuneration
matters including providing advice on all elements
of remuneration for the Executive Directors, the
Remuneration Policy and best-practice and market
updates. WTW is a member of the Remuneration
Consultants Group (“RCG”) and is a signatory to the
RCG’s Code of Conduct. It was confirmed that none
of the Committee members had any connection or
conflicts of interest in regard to this appointment.
Additional legal advice was sought from Tapestry
Compliance Limited in respect of the Group’s share-
based plans.
The Chief Executive Officer, Deputy CEO, Chief
Financial Officer and Head of ANZ attend Committee
meetings by invitation but do not attend to take part
in any discussions relating to their own remuneration.
The Head of HR attends Committee meetings where
appropriate to the matters being considered including
both Executive and wider workforce remuneration.
No Director or employee is involved in discussions
regarding their own pay.
May 2024
Review of executive salary benchmarking
Review of Executive Director performance
against objectives
Consideration of proposed salary reviews
and CIP outcomes
Approval of Executive Director objectives for
Full Year 2025
Review of senior manager performance,
salary and bonus outcomes
Approval of financial CIP targets
Approval of International Share Incentive Plan
rule changes and updates to the MEP
Review of corporate bonus schemes in place
in the Group
Review of the Directors Remuneration Report
and Directors Remuneration Policy
July 2024
Update on Executive Directors Risk and Control
objectives
Confirmation of CIP and MEP vesting
Update on proxy adviser commentary on
remuneration matters
March 2025
Review of the proposed bonus pool and
salary budget for the Group
Receiving an update on Modern Slavery and
Gender Pay Gap Reporting
Receiving an update Remuneration trends
and shareholder sentiment
November 2024
Review of half-year performance of the
Executive Directors
Updates to the malus and clawback policy
Update on the remuneration and governance
environment
Reappointment of the remuneration
consultants
January 2025
Consideration of forthcoming CIP awards
Review of market developments
Review of the Committee Terms of Reference
June 2024
Approval of the Directors
Remuneration Report
Review of updates to Executive Directors
objectives
Approval of final CIP outcomes
Main activities during the financial year
Strategic report Governance Financial statements Shareholder information
69 – CMC Markets plc – Annual Report and Financial Statements 2025
Remuneration Committee report continued
Annual report on remuneration
Compliance with the 2018 UK Corporate Governance Code
The Committee considers the Remuneration Policy and current practices to address the requirements contained
within Provision 40 of the Code. As noted in the Committee Chair’s statement, Susanne Chishti stepped down in
July 2024 as the designated Non-Executive Director for engaging with the workforce on a variety of topics including
remuneration. The Nomination Committee is continuing to keep this role under review as part of a wider review of the
Group governance arrangements.
Provision How addressed
Clarity remuneration arrangements
should be transparent and promote
effective engagement with shareholders
and the workforce.
The Remuneration Policy is clearly disclosed in this report and the
Committee has proactively engaged with key institutional shareholders
as part of the renewal process. The Committee receives regular
updates on market practice and has received updates on pay within the
wider workforce.
Simplicity – remuneration structures
should avoid complexity and their
rationale and operation should be easy
to understand.
The Committee aims for our arrangements to be as simple as possible
by, for example, operating a single combined incentive arrangement.
Our aim is for disclosure in this report to be easy to understand for our
stakeholders.
Risk – remuneration arrangements
should ensure reputational and other
risks from excessive rewards, and
behavioural risks that can arise from
target-based incentive plans, are
identified and mitigated.
The Company’s discretionary incentive plans ensure the Committee
has discretion to reduce the size of awards and awards are subject
to malus and clawback provisions. The Committee has discretion to
adjust formulaic outcomes if it does not consider them appropriate
(seemitigated Policy pages 63 to 68 ).
Predictability – the range of possible
reward values to individual Directors
andany other limits or discretions should
be identified and explained at the time of
approving the Policy.
Scenario charts for all Executive Directors are included in the
Remuneration Policy and show estimates of potential future reward
opportunity and the implied split between the different elements of
remuneration under three different performance scenarios. The Policy
includes an explanation of the discretions that can be exercised by the
Committee.
Proportionality – the range of possible
reward outcomes, the delivery of
strategy and the long-term performance
of the Company should be clear.
Outcomes should not reward poor
performance.
A significant part of an Executive’s reward is linked to performance with
a clear line of sight between business performance and the delivery of
shareholder value.
Alignment to culture – incentive
schemes should drive behaviours
consistent with Company purpose,
values and strategy.
The incentive arrangements and the performance measures used are
strongly aligned to those that the Board considers when determining
the success of the implementation of the Company’s strategy. Please
see pages 2 to 15 of this report for more information on the Company’s
strategy and key performance indicators.
The Remuneration Policy operated as intended in the year ended 31 March 2025 and the following section sets out
the remuneration arrangements and outcomes for the year ended 31 March 2025, and how the Committee intends
the Remuneration Policy to apply during the year ending 31 March 2026.
The following pages have been prepared in accordance with Part 3 of The Large and Medium-sized Companies
and Groups (Accounts and Reports) Regulations 2008 (as amended) and UK Listing Rule 6.6.6. The Directors’
remuneration report, including the Remuneration Policy, will be put to a shareholder vote at the Annual General
Meeting on 24 July 2025. The revised Remuneration Policy will also be put to the shareholders for approval at the
Annual General Meeting.
Single total figure of Executive Director remuneration (audited)
The table below sets out the single total figure of the remuneration received by each Executive Director who served
during FY 2024 and FY 2025.
Name
Year
ended
31 March
Salary
£’000
Benefits
1
£’000
Pension
2
£’000
Other
3
£’000
Total fixed
remuneration
£’000
Annual
incentives
4
£’000
Long-term
incentives
5
£’000
Total variable
remuneration
£’000
Tota l
£’000
Peter
Cruddas
2025 700.0 3.0 703.0 365.9 365.9 1068.9
2024 700.0 3.0 703.0 254.2 254.2 957.2
David
Fineberg
2025 365.8 2.1 20.6 1.8 390.2 213.7 342.7 556.4 946.6
2024 363.1 1.5 25.4 1.8 391.8 276.8 143.8 420.6 812.4
Matthew
Lewis
6
2025 273.5 0.3 38.7 312.5 250.7 178.8 429.5 742.9
2024 288.6 0.4 32.0 321.0 243.1 89.4 332.5 653.5
Albert
Soleiman
7
2025 269.6 1.5 18.4 1.7 291.2 291.2
2024 175.0 0.8 1.1 176.9 141.6 141.6 318.4
1 Benefits: Taxable value of benefits received in the year by Executive Directors comprises private health insurance and club membership for Peter Cruddas,
health insurance for David Fineberg and Albert Soleiman and life assurance for Matthew Lewis.
2. Pension: during the year ended 31 March 2025, David Fineberg and Albert Soleiman were eligible to receive a Company pension contribution of up to 7% of
salary in line with the maximum contribution received by employees across the Group. Matthew Lewis received contributions to the Superannuation plan in
Australia. Peter Cruddas opted out of the plan and no compensation was provided. No current or past Executive Directors have a prospective right to a final
salary pension or cash balanced benefits by reference to years of qualifying service.
3. Other benefits: Consists of Share Incentive Plan under which employees, including the Executive Directors, are entitled to participate in the SIP throughout
the year; it allows employees and Directors to receive one matching share for every partnership share purchased under the SIP up to the limits defined by
HMRC. In 2025, 668 matching shares were allocated to David Fineberg and 598 matching shares were allocated to Albert Soleiman calculated on the
dates of purchase. The free and matching shares will be forfeited if, within three years from the date of grant, the individual leaves employment in certain
circumstances. Peter Cruddas and Matthew Lewis do not participate in the plan.
4. The total cash element of the CIP award earned in respect of performance during the relevant financial year. This reflects the actual value of the cash
awards made after Committee downwards discretion was applied to the formulaic outcomes in some cases.
5. Long-term incentives: The long-term incentive payments in 2025 to David Fineberg and Matthew Lewis relate to the vesting of CIP awards granted in 2020
and 2021. The second tranche of the award granted in 2020 and the first tranche of the award granted in 2021 vested for David Fineberg and Matthew
Lewis. Dividend equivalents are included in the figures. The value attributable to share price growth for the 2020 award is -£20,674.579 and -£6,206.30 for
David Fineberg and Matthew Lewis respectively. This was calculated using the grant price of £3.4917 and the vesting price of £3.1175.The value attributable
to share price growth for the 2021 award is -£73,307.381 and -£54,663.09 for David Fineberg and Matthew Lewis respectively. This was calculated using the
grant price of £4.4583 and the vesting price of £3.1175.
6. The decrease in salary for Matthew Lewis reflects prevailing exchange rates.
7. Albert Soleiman is pro-rated to reflect his resignation from the role of Chief Financial Officer with effect from 25 February 2025.
70 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Payments for loss of office
As announced on 25 February 2025, Albert Soleiman stepped down as Chief Financial Officer (CFO) and director
of the company on with immediate effect. Albert will remain with the Group until 31 July 2025, in order to support an
orderly handover of his duties.
Albert’s termination agreement includes payment of six months’ base salary (£150,000) in lieu of notice, payment
of £8,077 in respect of accrued but unused holiday, and a discretionary payment of £110,200 in recognition of
contribution to the company over his tenure and to support a smooth transition. The payment was not made under
any contractual obligation, normal salary and benefit entitlements lapse as at the termination date.
CIP for the year ended 31 March 2025 (audited)
During the year ended 31 March 2025 the Executive Directors participated in the Combined Incentive Plan with
a maximum opportunity of up to 135% of salary for Peter Cruddas, CEO, and up to 350% of salary for the other
Executive Directors.
In considering the combined incentive cash award and share award, together comprising the award, due to the
Executive Directors for the year ended 31 March 2025, the Committee reviewed Group earnings per share (“EPS”)
against targets over the period.
Financial performance measures account for 60% of the total award.
Measure Threshold Target Maximum Actual
Group earnings per share (“EPS”) 12.8p
(25%)
14.9p
(50%)
22.6p
(100%)
22.6p
(100%)
The Group successfully delivered a diluted EPS of 22.6 pence against a target of 14.9 pence, resulting in a 100%
award from this element of the Plan.
Group strategic and personal performance measures
Strategic performance measures account for 30% of the total award and personal measures account for 10% of the
total award.
Chief Executive Officer strategic objectives (30%) Score Assessment
Continue to evolve CMC’s strategy to broaden its
product range and geographical reach in line with
the financial, commercial and risk metrics agreed
with the Board.
100% Strong progress has been made to evolve into a
diversified financial services business with new
products, new technology, new partnerships, and
new regions.
Provide strategic oversight to the expansion of the
Options project to meet its commercial targets.
95% Peter has been instrumental in delivering a product
critical to CMC’s future growth, we’ve delivered
a product that lays the foundation for CMC’s
future success.
Drive CMC’s leveraged business to ensure levels
of client retention and overall satisfaction are
improved and not impacted by the diversification of
the business.
95% CMC remains a market leader across a number of
measures for the quality of platform and products
it provides.
Continue to evolve and develop the senior
leadership team to reflect the increasing complexity
and strategic ambition of CMC.
95% New appointments have provided an opportunity
for further expansion into Securities issuance
and trading as well as wider institutional offerings
through our Prime services.
Jointly sponsor with the wider ED team the
development and delivery of a strategy to improve
diversity and inclusion and ESG across CMC.
95% Good progress continues to be made with the
elevation of employee engagement.
Award for strategic objectives 28.8%
Personal and mandatory risk objective (10%):
Lead CMC Markets to deliver its vision and
objectives by demonstrating leadership skills fully
aligned with CMC values, ways of working and
conduct code.
80% Peter has continued to lead by example to deliver to
the Company’s values, ways of working and code
of conduct.
Award for personal objective 8%
Total for strategic and personal objectives (40%) 36.8%
Strategic report Governance Financial statements Shareholder information
71 – CMC Markets plc – Annual Report and Financial Statements 2025
Remuneration Committee report continued
Annual report on remuneration continued
Group strategic and personal performance measures continued
Deputy CEO strategic objectives (30%) Score Assessment
Deliver and embed an effective Risk Management
Framework.
75% Good progress has been made in implementing
therecommendations of ERM framework review.
Lead the the ‘go live’ process for OPTO in the US
and integrate within the UK offering for CMC Invest..
75% Strong progress has been made in merging
respective teams into a unified wealth management
team. Focus on building shared capability and
aligning the value proposition.
Expanding depth and breadth of product offering
via both platform and API (multi-ccy CFDs, Equities
& Spot FX).
75% Project has successfully delivered 3 of 4 defined
objectives with remainder in progress.
Futures product. Deliver a viable offering to migrate
futures flows to CMC.
75% Exchange traded features now live with active client
onboarding. Required risk monitoring tools in place
for all second line functions.
Ensure adherence for the four Consumer Duty
principal outcomes: ensure consumers receive
communications they can understand, products
and services meet their needs and offer fair value,
and the support they need.
90% Consumer Duty is fully embedded with required
reforms in place to monitor progress.
Complete the key partnership counterparty
agreement,and onboard a major white-label
arrangement.
75% Good progress with live accounts whilst further
country rollout and marketing on track.
Jointly sponsor with the wider ED team
the embedding and delivery of the Group
Sustainability strategy.
75% Good progress continues to be made with the
elevation of employee engagement.
Award for strategic objectives 23%
Personal and mandatory risk objective (10%):
Lead CMC Markets to deliver its vision and
objectives by demonstrating leadership skills fully
aligned with CMC values, ways of working and
conduct code.
60% David has continued to lead by example to deliver
tothe Company’s values, ways of working and code
of conduct.
Award for personal objective 6%
Total for strategic and personal objectives (40%) 29%
Based on the outcomes against the performance targets, the Committee recommended the following awards under
the Combined Incentive Plan:
Head of ANZ strategic objectives (30%) Score Assessment
Lead the NZ ASB white label project from
contractual stage, build and integration phase,
to go live.
75% Long form binding contracts signed and partnership
announced. Project budget completed and HC
recruitment underway for live project.
Bermuda – Lead the successful licence application
to establish an offshore entity.
75% Principle license granted with operational and client
bank accounts live. Resourcing completed and build
work for Go Live close to complete.
Lead the automation roll out of the robotics across
agreed teams and tasks
75% Project progresses to time with several business
efficiencies delivered and more identified.
Implement the New Zealand FMA approved
consumer duty plan. Financial Markets Authority
Consultation expected in May 2024 on adjusting
standard conditions for derivative license holders.
75% Consultation with FMA concluded but further
consultation required to consider alternative options
to margin restrictions influencing the timeline.
ACMC cash account migration – Lead the
successful implementation and migration to a
new optimised cash account which is a better
client solution and also will deliver increased
revenue for CMC.
Diversify the revenue stream and increase interest
income through the ANZ ACMC Cash Account
initiative, as outlined in the business plan and
roadmap. Maximise revenue capture with a carefully
crafted rollout approach.
75% Good progress made and on track for delivery
of technical integration. Decommission of the
Cashactive Control system to mitigate risks to
support Go Live requirements.
Jointly sponsor with the wider ED team
the embedding and delivery of the Group
Sustainability strategy.
75% Good progress continues to be made with the
elevation of employee engagement.
Award for strategic objectives 22.5%
Personal and mandatory risk objective (10%):
Lead CMC Markets to deliver its vision and
objectives by demonstrating leadership skills fully
aligned with CMC values, ways of working and
conduct code.
60% Matthew has continued to lead by example to
deliver the Company’s values, ways of working
andcode of conduct.
Award for personal objective 6%
Total for strategic and personal objectives (40%) 28.5%
72 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Role Salary
Max
award
% salary
Overall
outcome
(% of max
opportunity)
Award
% salary
Total
award
£’000
Total
comp
£’000
Cash award Share award
£’000 % salary £’000 % salary
Peter
Cruddas
Chief Executive
Officer 700.0 135% 96.8% 130.7% 914.8 1614.8 365.9 52.3% 548.9 78.4%
David
Fineberg
Deputy Chief
Executive Officer 365.8 350% *41.7% 146.1% 534.2 900.0 213.7 58.4% 320.5 87.6%
Matthew
Lewis Head of ANZ 273.5 350% *57.1% 199.9% 626.5 900.0 250.6 79.9% 375.9 119.9%
1 Albert Soleiman forfeited a combined incentive award for 2025 upon resignation from the Board on 25 February 2025 in accordance with the rules of the scheme.
The share element of the 2025 awards will be granted as conditional shares after the announcement of the year-end results.
The award share price will be calculated using the three-day average share price prior to the date of grant of the award.
Awards vest at 40%, 30% and 30% after three, four and five years respectively and are subject to a performance
underpin assessed at the end of three financial years following the one-year performance period. The performance
underpin will consist of a broad review of the performance of the business and will take into account the Company’s
three-year TSR performance, three-year aggregate profit levels and any regulatory breaches during the period.
TheCommittee has discretion to apply other factors.
* As set out on page 62 the Committee has applied downwards discretion in relation to the formulaic outcomes and the resulting awards made. The cash and
share awards represent the actual values awarded.
Vesting of awards under the CIP and MEP in the financial year ended
31March2025 (audited)
The first tranche of the 2021 CIP award and the second tranche of the 2020 CIP award vested to the following
Executive Directors on 22 July 2024:
Director Total grant in shares Total dividend equivalent shares Total shares vested
David Fineberg
2020 tranche 2
2021 tranche 1
44,656
46,452
10,599
8,221
55,255
54,673
Matthew Lewis
2020 tranche 2
2021 tranche 1
16,587
40,768
3,936
7,215
20,523
47,983
Share awards granted in year (audited)
The table below provides details of the deferred element of the 2024 CIP and the 2024 MEP.
Director Face value of award (£’000) No. of shares awarded
Peter Cruddas CIP 381,364 113,772
David Fineberg CIP 415,233 123,876
Matthew Lewis CIP 364,593 108,768
Albert Soleiman
Albert Soleiman
CIP
MEP
212,342
151,673
63,347
45,983
Notes:
The CIP and MEP awards were granted as conditional shares. The award share price was £3.352 calculated using the three-day average share price prior to
the date of grant of theaward.
The CIP awards vest at 40%, 30% and 30% after three, four and five years respectively and are subject to a
performance underpin assessed at the end of three financial years following the one-year performance period. The
performance underpin will consist of a broad review of the performance of the business and will take into account the
Company’s three-year TSR performance, three-year aggregate profit levels and any regulatory breaches during the
period. TheCommittee has discretion to apply other factors. For further details please refer to the notes for the single
figure table on page 106.
The MEP awards vest after three years. The conditions of the share award are that the participant remains as an
employee of the Group on the vesting date and they must remain a good performer.
Strategic report Governance Financial statements Shareholder information
73 – CMC Markets plc – Annual Report and Financial Statements 2025
Remuneration Committee report continued
Annual report on remuneration continued
Implementation in 2025/26
Salary
As described in the Chair’s introductory letter, the Committee has decided to make a one-off right-sizing adjustment
to the salary of the CEO to ensure that his package is appropriate for the level of contribution he provides to
the company.
Name Role Previous salary Adjusted salary Percentage change
Peter Cruddas Chief Executive Officer £700,000 £1,000,000 43%
Laurence Booth Global Head of Capital Markets £400,000
Combined Incentive Plan
The Committee also proposes to continue to use Group financial, strategic and individual performance against targets
for the 2025/26 financial year as the basis on which the combined incentive will be awarded. Subject to shareholder
approval of the amended Remuneration Policy, the performance measures applied to the combined incentive will be:
50% financial;
40% strategic performance; and
10% personal objectives.
In relation to the financial target, the Committee has ensured that a sufficiently stretching range has been set by taking
account of a number of internal and external reference points and the impact of regulatory change. Thetarget range
will be disclosed in next year’s Annual Report and Financial Statements. With regard to the strategic and personal
objectives, these will be evaluated based on quantitative measurable objectives in the significant majority of cases.
The Directors believe that these performance measures are commercially sensitive; therefore, detailed disclosure of
these outcomes will be included in the 2026 Annual Report and Financial Statements. The maximum awards achievable
under the CIP for 2026 will be 350% of salary for Executive Directors and 250% for the CEO (subject to shareholder
approval of the Remuneration Policy for the CEO).
Pension
The CEO does not currently participate in the pension scheme. The Global Head of Capital Markets can receive
apension contribution of 7% of salary or cash in lieu of pension (net employer costs).
Share ownership and share interests (audited)
The Committee has adopted guidelines for Executive Directors and other senior Executives to encourage
substantial long-term share ownership. Executive Directors are expected to build and hold shares of at least 200%
ofsalary and to retain at least 50% of shares vesting (net of tax) until the guideline is achieved.
The table below shows the interests of the Directors and connected persons in shares and the extent to which
CMCMarkets’ shareholding guidelines are achieved.
Total share
interests at
31 March 2025
Number
Total share
interests at
31 March 2025
% salary
Requirement
met
Unvested awards
not subject to
performance
conditions
1
Unvested awards
subject to
performance
conditions
2
Executive Directors
Peter Cruddas
(including shares held by spouse) 174,149,738 51,499% Yes 319,384
David Fineberg
1
(including shares held by spouse) 648,716 367% Yes 2,789 458,887
Matthew Lewis
2
(including shares held by spouse) 347,096 261% Yes 382,245
Albert Soleiman
3
(including shares held by spouse) 55,156 38% N/A
1 David Fineberg has interests under the Share Incentive Plan subject to forfeiture for three years.
2 Unvested Deferred Share awards under the CIP are included as unvested awards subject to performance conditions and do not count towards the total
share interests.
3 Albert Soleiman’s figure is the balance as at 25 February 2025.
David Fineberg has continued to participate in the Share Incentive Plan, acquiring 135 matching shares and 135
partnership shares during April and May.
There are no other changes to shareholdings between 31 March 2025 and 30 May 2025.
Total shareholder return (“TSR”) performance and CEO single figure
The below chart compares the total shareholder return (“TSR”) of the Company against the FTSE 250 index
based on £100 invested at listing (5 February 2016). The FTSE 250 is used as the benchmark as CMC Markets
isaconstituent of this index.
0
80
40
120
160
200
240
280
05/02/16 31/03/16 31/03/17 31/03/18 31/03/19 31/03/20 31/03/21 31/03/22 31/03/23 31/03/24 31/03/25
CMC Market FTSE 250 Source: DataStream.
Total shareholder return (rebased to 100)
74 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
CEO pay history
Year ended
31 March 2016
Year ended
31 March 2017
Year ended
31 March 2018
Year ended
31 March 2019
Year ended
31 March 2020
Year ended
31 March 2021
Year ended
31 March 2022
Year ended
31 March 2023
Year ended
31 March 2024
Year ended
31 March 2025
CEO single figure of remuneration (£’000) 739.9 412.8 845.8 434.4 1,048.5 1,459.4 858.2 840.6 957. 2 1,068.9
Annual incentive payout (as % of maximum) 100% 0% 83% 0% 100% 91% 37% 36% 67% 97%
Long-term incentives (as % of maximum) n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
1 CMC Markets plc listed on the London Stock Exchange on 5 February 2016; however, the full-year single figure has been included here for the year ended 31 March 2016.
Percentage change in remuneration
The table below shows the annual percentage change in salary, taxable benefits and annual incentive for each Director with colleagues employed by the Group who are also not Directors of the Group:
2021 2022 2023 2024 2025
% change in ED and NED remuneration
Salary/
fees
Taxable
benefits
Annual
incentive
Salary/
fees
Taxable
benefits
Annual
incentive
Salary/
fees
Taxable
benefits
Annual
incentive
Salary/
fees
Taxable
benefits
Annual
incentive
Salary/
fees
Taxable
benefits
Annual
incentive
Executive Directors
Peter Cruddas 34% 0% 43% 18% 0% (60%) 0% 0% (11%) 0% 0% 85% 0% 0% 43.8%
David Fineberg 3% 7% 0% 0% 0% (61%) 0% (3%) (10%) 4% (15%) 87% 0.7% 40% (22.8%)
Matthew Lewis
3
24% 0% 18% 7% 0% (60%) (3%) 0% (10%) 0% 0% 85% (5.2%) (25%) 3.1%
Albert Soleiman
2
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a 71.4% 150% n/a
Non-Executive Directors
James Richards 18% n/a n/a 11% 4,692% n/a 0% 72% n/a 0% (48%) n/a 0% 28% n/a
Paul Wainscott 8% 0% n/a 5% 513% n/a 6% 448% n/a 15% 42% n/a 0%
(21%) n/a
Sarah Ing 8% n/a n/a 5% n/a n/a 4% n/a n/a 8% n/a n/a 0% n/a n/a
Susanne Chishti
4
n/a n/a n/a n/a n/a n/a n/a n/a n/a 31% n/a n/a (42.6%) n/a n/a
Clare Francis
4
n/a n/a n/a n/a n/a n/a n/a n/a n/a 258% 221% n/a 0% 0% n/a
All employees
5
5% 0% 15% 8% 0% (5%) 9% 0% (9%) 6.6% 0% 29% 0% 0% (9.6%)
2 Albert Soleiman resigned as a Director on 25 February 2025 and is due to leave the Company on 31 July 2025. He did not receive an annual incentive award for FY25.
3 The salary decrease for Matthew Lewis is as a result of exchange rate movements.
4 Susanne Chishti stepped down from the Board on 25 July 2024.
5 The employee figure relates to those “same store” employees, i.e. those employed on 1 April 20243, and compares their salary then to 31 March 20254. Annual incentive figure is based on the corporate bonus awards and does not reflect stock awarded to employees.
Strategic report Governance Financial statements Shareholder information
75 – CMC Markets plc – Annual Report and Financial Statements 2025
Annual report on remuneration continued
Pay ratio reporting
The Company is required to publish information on the pay ratio of the Group Chief Executive to UK employees.
Thetable below sets out the ratio of the pay and benefits of the median UK employee (P50) and those at the 25th
(P25) and 75th (P75) percentile to the remuneration received by the Group Chief Executive Officer. We have
used “method A” as we believe it provides the most consistent and comparable outcomes. The ratios reflect all
remuneration received by an individual in respect of the relevant years, and includes salary, benefits, pension and
value received from incentive plans. Employee pay and benefits were determined on 31 March 2025 using the same
approach as used for the single total figure.
Total remuneration
Financial year Methodology
P25
(lower quartile)
pay ratio
P50
(median)
pay ratio
P75
(upper quartile)
pay ratio
2025 A 21:1 14:1 10:1
2024 A 19:1 12:1 9:1
2023 A 17:1 11:1 8:1
2022 A 18:1 11:1 8:1
2021 A 33:1 21:1 15:1
2020 A 26:1 17:1 12:1
The slight change in ratio in 2024 and 2025 reflects the achievements against the financial objective under the CIP
scheme in FY25 . Comparative employee reward elements are detailed below:
CEO
£’000
P25
(lower quartile)
£’000
P50
(median)
£’000
P75
(upper quartile)
£’000
Total salary 703.0 45.3 71.2 97.3
Total remuneration 1,068.9 49.8 77.5 109.7
Our principles for pay setting and progression in our wider workforce are the same as for our Executives, with total
reward being sufficiently competitive to attract and retain high calibre individuals without over-paying and providing
the opportunity for individual development and career progression. The pay ratios reflect how remuneration
arrangements differ as accountability increases for more senior roles within the organisation, and in particular the
ratios reflect the weighting towards long-term value creation and alignment with shareholder interests for the CEO.
Our employees will receive a presentation on how Executive remuneration aligns to that of the wider Company in
July 2025 to reflect our 2025 reward outcomes.
We are satisfied that the median pay ratio reported this year is consistent with our wider pay, reward and progression
policies for employees. The median reference employee has the opportunity for annual pay increases, annual
performance payments and career progression.
Relative importance of spend on pay
The chart below illustrates the Group’s actual expenditure on shareholder distributions (including dividends and share
buybacks) and total employee pay expenditure for the financial years ended 31 March 2024 and 31 March 2025.
Dilution
The Company’s share schemes are funded through a combination of shares purchased in the market and new issue
shares, as appropriate. The Company monitors the number of shares issued under these schemes compared to
the relevant dilution limits set by the Investment Association in respect of all share plans (10% in any rolling ten-year
period) and Executive share plans (5% in any rolling ten-year period).
Payments to past Directors (audited)
There were no payments to past Directors during the year.
Non-Executive Director remuneration
The table below sets out the remuneration for the Non-Executive Directors for the year ended 31 March 2025.
Thefees detailed below for 2025 will be unchanged for the year ending 31 March 2026.
Role £’000
Chairman fee 210.0
Non-Executive Director fee 75.0
Committee Chair additional fee 15.0
Workforce Engagement Non-Executive Director fee 10.0
Consumer Duty Non-Executive Director fee 10.0
Senior Independent Director additional fee 15.0
External appointments
It is the Board’s policy to allow Executive Directors to take up external non-executive positions, subject to the prior
approval of the Board. Any fee earned in relation to outside appointments is retained by the Executive Director.
PeterCruddas was a director of The Peter Cruddas Foundation, Finada Limited and Crudd Investments Limited
during the year ended 31 March 2025 and received no fees in relation to these appointments. No other Executive
Director held any outside appointments.
0
20
40
60
80
100
120
£’000
Employee remuneration
4% decrease
118.5
113.7
0
10
20
30
40
50
60
£’000
Distribution to shareholders
34% increase
23.2
31.1
2024 2025
76 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
The Remuneration Committee
During the year, the Committee sought internal support from the Executive Directors, who attended Committee
meetings by invitation from the Chair. Advice was sought on specific questions raised by the Committee and
on matters relating to the performance and remuneration of senior managers. No Director was present for any
discussions that related directly to their own remuneration. The Company Secretary, or their deputy, attends each
meeting as Secretary to the Committee.
Advisers to the Remuneration Committee
In undertaking its responsibilities, the Committee seeks independent external advice as necessary. Willis Towers
Watson (“WTW”) has continued to act as adviser to the Committee throughout the year. WTW was appointed in
2017 by the Committee following a review of advisers. WTW is a voluntary
signatory to the Code of Conduct for Remuneration Consultants, which assures clients of independence and
objectivity. Details of the Code can be found at www.remunerationconsultantsgroup.com. During the year, WTW
provided independent advice on a range of remuneration matters including current market practice, benchmarking
of Executive pay and incentive design. The fees paid to WTW in respect of work carried out, on a time and expenses
basis, for the Committee for the year under review total £61,111.88. The Committee is comfortable that the advice
it has received has been objective and independent. In addition to advising on Executive Director and senior
management remuneration, WTW is also the principle provider of market data for the wider employee population in
London and Sydney.
Statement of voting at the AGM
The Company AGM was held on 25 July 2024, where the Directors’ remuneration report was tabled. The result of the
vote on these resolutions is set out below:
Remuneration Policy (at 2024 AGM) Remuneration report (at 2024 AGM)
% of votes
(excluding withheld) Number of votes
% of votes
(excluding withheld) Number of votes
For 98.18 246,995,625 98.03 246,628,111
Against 1.82 4,584,923 1.97 4,952,918
Total votes cast 251,580,548 251,581,029
Withheld
1
14,608 14,127
1 A vote withheld is not a vote in law and so is not counted for the purposes of the calculation of the proportion of votes “for” and “against” a resolution.
This report will be submitted to shareholders for approval at the AGM to be held on 25 July 2025. Approved by the
Board on 5 June 2025 and signed on its behalf by:
Sarah Ing
Independent Non-Executive Director and Chair of the Remuneration Committee
5 June 2025
Single total figure of Non-Executive Director remuneration (audited)
The table below sets out the single total figure of the remuneration received by each Non-Executive Director who
served during the year ended 31 March 2025. The fees set out in the table below reflect the actual amounts paid
during the year. The Non-Executive Directors do not receive any variable remuneration.
Remuneration comprises an annual fee for acting as a Chairman or Non-Executive Director of the Company.
Additional fees are paid to Non-Executive Directors in respect of service as Chair of the Group Audit, Group Risk
or Remuneration Committees, Senior Independent Director, Workforce Engagement Non-Executive Director
andConsumer Duty Non-Executive Director.
Name
Year ended
31 March
Base fee
£’000
Committee
fee
£’000
SID fee
£’000
Stakeholder/
client
NED fee
£’000
Benefits
1
£’000
Total
2
£’000
James Richards
2025 210.0 13.6 223.6
2024 210.0 10.6 220.6
Paul Wainscott
2025 75.0 15.0 15.0 9.4 114.4
2024 75.0 15.0 15.0 11.9 116.9
Sarah Ing
2025 75.0 15.0 90.0
2024 75.0 15.0 90.0
Susanne Chishti
3
2025 48.8 48.8
2024 75.0 10.0 85.0
Clare Francis
2025 75.0 15.0 10.0 1.8 101.8
2024 75.0 15.0 10.0 1.8 101.8
1 Non-Executive Directors are not entitled to benefits. Benefits (and any tax due thereon) relate to reimbursed travel expenses.
2 Non-Executive Directors are not entitled to receive share-based payments and no award of shares was granted to any NEDs during the period.
3 Susanne Chishti stepped down from the Board on 25 July 2024.
Non-Executive Director share ownership and share interests (audited)
The table below shows the interests of the Non-Executive Directors and connected persons in shares.
Name
Ordinary Shares
held at
31 March 2024
Ordinary Shares
held at
31 March 2025
James Richards
Paul Wainscott
Sarah Ing
Susanne Chishti
Clare Francis
There are no other changes to shareholding between 31 March 2025 and 30 May 2025.
Strategic report Governance Financial statements Shareholder information
77 – CMC Markets plc – Annual Report and Financial Statements 2025
Directors’ report
CMC Markets plc is a public limited company
incorporated in England and Wales under the
Companies Act 2006 with registered number 05145017.
The Directors present their report, together with the
consolidated Financial Statements for the year ended
31 March 2025. For the purpose of the FRC’s Disclosure
Guidance and Transparency Rule (“DTR”) 4.1.8R, the
Strategic report is also the Management report for the
year ended 31 March 2025. The Corporate governance
sections that appear on pages 40 to 49, together with
this report of which they form part, fulfil the requirements
of the Corporate governance statement for the purpose
of the DTRs.
Directors
With the exception of James Richards, all Directors
will seek re-election at the 2025 Annual General
Meeting (“AGM”) on Thursday 24 July 2025. Following
recommendation by the Nomination Committee, a
Director may be appointed to the Board by the Board
of Directors and will then be put forward at the following
AGM for election by the shareholders. The Company’s
Articles of Association, available on the CMC Markets
plc Group website, detail the appointment and removal
process for Directors. Albert Soleiman stepped down
from the Board on 25 February 2025. The Company
has not adopted any special rules regarding the
appointment and replacement of Directors other than
as provided for under UK company law.
Details of Directors’ interests
and conflicts
The Directors have a statutory duty to avoid conflicts of
interest. The Board has established a procedure to deal
with any potential or actual conflicts of interest and to
ensure that all such interests are disclosed and, where
appropriate, authorised by the Board (with any limits
or conditions imposed as applicable) in accordance
with the Articles of Association and the Companies Act
2006. Details of all Directors’ conflicts of interest are
recorded in a register of conflicts which is maintained by
the Company Secretary and all approvals are formally
minuted. Upon appointment, new Directors are advised
of the procedure for managing conflicts, which includes
the notification of any actual or potential conflicts or
changes to the circumstances of any such conflicts.
Any decision of the Board to authorise a conflict
of interest is only effective if it is agreed without the
conflicted Director(s) voting or without their votes being
counted. In making such a decision, the Directors must
act in a way they consider in good faith will be most likely
to promote the success of the Group. The management
of potential conflicts has been operating in accordance
with the procedure throughout the year in review and
subsequently. Details of the current Directors’ interests
in the Company’s shares and securities can be found
in the Directors’ remuneration report on pages 68 and
77 and their biographies, including details of other
directorships, are disclosed on pages 42 and 43.
The Directors of the Company who were in office during
the year and up to the date of signing the Financial
Statements were:
James Richards Chairman
Lord Cruddas Chief Executive Officer
David Fineberg Deputy Chief Executive Officer
Clare Francis Non-Executive Director
Sarah Ing Non-Executive Director
Matthew Lewis Head of Asia Pacific
Paul Wainscott Senior Independent Director
Albert Soleiman retired from the Board on
25February 2025.
Directors’ indemnities
As permitted by the Articles of Association, the
Company has granted indemnities to each of its
Directors and the Company Secretary to the extent
permitted by law.
A qualifying third-party indemnity provision as defined
by Section 234 of the Companies Act 2006 was in
force throughout the last financial year and remains in
place in relation to certain losses and liabilities which
the Directors or Company Secretary may incur to
third parties in connection with their position in the
Company or any associated company. The Company
also maintains appropriate insurance to cover Directors’
and Officers’ liability, which is assessed annually
and approved by the Board. No amount was paid
under the Directors’ and Officers’ liability insurance
during the year.
Branch offices
CMC Markets plc does not have any overseas
branches. Various subsidiaries in the Group have
overseas branches, as detailed on pages 128 and 129.
Strategic report
The Companies Act 2006 requires the Group to
prepare a Strategic report, which commences at the
start of this Annual Report and Financial Statements
up to page 39. As permitted by Section 414C(11) of the
Companies Act 2006, some matters required to be
included in the Directors’ report have instead been
included in the Strategic report. These disclosures are
incorporated by reference in the Directors’ report. The
Strategic report includes information on the Group’s
operations and business model, going concern and
viability, review of the business throughout the year,
anticipated future developments, key performance
indicators, principal risks and uncertainties, information
on stakeholder and employee engagement and the
Board’s statement in accordance with Section 172 of the
Companies Act 2006. The use of financial instruments
is included in the report and further covered under note
15 to the consolidated Financial Statements.
The Group’s vision is to be a global provider of online
retail financial services and to maintain its status as a
pioneer of platform technology. Its strategic objective is
to provide long-term value to shareholders by ensuring
superior returns. This long-term success is generated
through the consistent and sustainable delivery of
growth in revenue and improvement to operating
margins through operational excellence including
product innovation, geographical diversification,
technology and services. The strategic objectives
to achieve this are also set out in the Strategic report
on page 11.
Dividends
On 4 June 2025, the Board recommended a final
dividend of 8.3 pence per Ordinary Share in respect of
the full financial year ended 31 March 2025, subject to
shareholder approval at the 2025 AGM. If approved, the
dividend will be paid on 15 August 2025 to shareholders
on the register of members at the close of business
on 11 July 2025. The shares will go ex-dividend on
10 July2025. An interim dividend of 3.10 pence per
Ordinary Share was paid on 9 January 2025, bringing
the total dividend for the year ended 31 March 2025
to11.4 pence per Ordinary Share.
Further information on dividends is shown in note 11
ofthe Financial Statements and is incorporated into
thisreport by reference.
Share capital
The Company’s share capital comprises Ordinary
Shares of 25 pence each and Deferred Shares
of 25pence each. At 31 March 2025, there were
279,815,463 Ordinary Shares (99.12% of the overall
share capital) and 2,478,086 Deferred Shares
(0.88%of the overall share capital) in issue.
Further information about share capital can be found in
note 24 of the Financial Statements.
78 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Ordinary Shares
The holders of Ordinary Shares are entitled to one vote
per share at meetings of the Company. All Ordinary
Shares in issue in the Company rank equally and carry
the same voting rights and the same rights to receive
dividends and other distributions declared or paid by the
Company. Throughout the year, the Ordinary Shares
were publicly listed on the London Stock Exchange and
they remain so as at the date of this report. There are no
specific restrictions on the size of a shareholding nor on
the transfer of shares, which are both governed by the
Articles of Association and prevailing law. The Directors
are not aware of any agreements between holders of
the Company’s shares that may result in restrictions
on the transfer of shares or on voting rights. No person
has special rights of control over the Companys share
capital and all issued shares are fully paid.
Shares held by the Employee Benefit Trust rank
pari passu with the Ordinary Shares and have no
special rights. Voting rights and rights of acceptance
of any offer relating to the shares held in this trust
rest with the trustees, who may take account of any
recommendation from the Company. Voting rights
arenot exercisable by the employees on whose
behalfthe shares are held in trust.
Deferred Shares
The holders of Deferred Shares do not have the
right to receive notice of any general meeting of the
Company nor the right to attend, speak or vote at any
such general meeting. The Deferred Shares have
no rights to dividends and, on a return of assets in a
winding-up, entitle the holder only to the repayment
of the amounts paid upon such shares. The Deferred
Shares may be purchased at nominal value at the
option of the Company by notice in writing served on
the holder of the Deferred Shares. No application has
been made or is currently intended to be made for the
Deferred Shares to be admitted to the Official List or
to trade on the London Stock Exchange or any other
investment exchange.
Share capital and Directors’ powers
The powers of the Directors, including in relation
to the issue or buyback of the Company’s shares,
are setout in the Companies Act 2006 and the
Company’sconstitution.
Shareholders will be asked to renew these authorities in
line with the latest institutional shareholder guidelines at
the 2025 AGM.
Controlling Shareholder disclosure
The Company entered into a Relationship Agreement
with Lord Peter and Fiona Cruddas (the “Controlling
Shareholders”) on 26 January 2016, the terms of
which came into force on listing the Company to trade
on the Main Market of the London Stock Exchange.
The principal purpose of the Relationship Agreement
is to ensure that the Company is capable at all times
of carrying on its business independently of the
Controlling Shareholders and their associates, that
transactions and relationships with the Controlling
Shareholders and their associates are at arm’s length
and on normal commercial terms (subject to the rules
on related party transactions in the Listing Rules) and
that the Controlling Shareholders do not take any action
that would prevent the Company from complying with
or circumventing the Listing Rules. The Relationship
Agreement will stay in effect until the earlier of: (i) the
Controlling Shareholders ceasing to own in aggregate
an interest in at least 10% or more of the Ordinary
Shares in the Company (or an interest which carries
10% or more of the aggregate voting rights in the
Company from time to time); or (ii) the Ordinary Shares
ceasing to be listed on the premium listing segment of
the Official List and admitted to trading on the London
Stock Exchange’s Main Market for listed securities.
The Company has complied with the independence
provisions included in the Relationship Agreement and,
so far as the Company is aware, such provisions have
been complied with during the period under review by
the Controlling Shareholders and their associates.
Significant contracts and change of control
The Company has a large number of contractual arrangements which it believes are essential to the business of
the Company. These can be split into three main categories, which are a committed bank facility, prime broker
arrangements, and market data and technology contracts. The committed bank facility includes provisions which
may, on a change of control, require any outstanding borrowings to be repaid or result in termination of the facilities.
The Group’s share and incentive plans include usual provisions relating to change of control. There are no
agreements providing for compensation for the Directors or employees on a change of control.
Statutory information contained elsewhere in the report
Information required to be part of this Directors’ report can be found elsewhere in the Annual Report as indicated
below. These sections are deemed to be incorporated by reference into the Directors’ report:
Information Location in Annual Report
Section 172 statement and stakeholder engagement (including clients and suppliers) Pages 26 to 29
Employees (employment of disabled persons and employee engagement) Page 33
Employee share schemes Note 30, pages 119 to 120
Financial risk management, objectives and policies Note 29, pages 114 to 118
Future developments Page 9
Internal controls over financial reporting Page 49
Directors’ interests in shares of the Company Page 74
Related party transactions Note 31, page 120
Greenhouse gas emissions, energy consumption and energy efficiency action Pages 35 to 38
TCFD/SECR disclosures Pages 35 to 38
Strategic report Governance Financial statements Shareholder information
79 – CMC Markets plc – Annual Report and Financial Statements 2025
Disclosure table pursuant to Listing Rule LR 6.6.4R
Listing Rule Information to be included Disclosure
6.6.1(1) Interest capitalised by Group. None.
6.6.1(2)
Unaudited financial information
(UKLR 6.2.23R). None.
6.6.1(3)
Long-term incentive scheme information
involving Board Directors.
Details can be found on pages 70 to 73 of the
Directors’ remuneration report.
6.6.1(4) Waiver of emoluments by a Director. None.
6.6.1(5) Waiver of future emoluments by a Director. None.
6.6.1(6) Non-pre-emptive issues of equity for cash. None.
6.6.1(7)
Non-pre-emptive issues of equity for cash
inrelation to major subsidiary undertakings. None.
6.6.1(8)
Listed company is a subsidiary of another
company. Not applicable.
6.6.1(9)
Contracts of significance involving a Director
ora Controlling Shareholder. None, except for Lord Cruddas’ service contract.
6.6.1(10)
Contracts for the provision of services by a
Controlling Shareholder. None, except for Lord Cruddas’ service contract.
6.6.1(11) Shareholder waiver of dividends.
The trustees of the CMC Markets plc Employee Share
Trust have a dividend waiver in place in respect of
Ordinary Shares which are its beneficial property.
6.6.1(12) Shareholder waiver of future dividends.
The trustees of the CMC Markets plc Employee Share
Trust have a dividend waiver in place in respect of
Ordinary Shares which are its beneficial property.
6.6.1(13) Agreement with Controlling Shareholder.
See Controlling Shareholder disclosure on page 79 of
the Directors’ report.
Substantial shareholdings
Information provided to the Company by substantial shareholders pursuant to the DTRs is published via a
Regulatory Information Service and on the Company’s website. The table below sets out details of the shareholdings
of Lord Peter Andrew Cruddas and Mrs Fiona Cruddas and further provides details of the interests in the voting rights
of the Company’s Ordinary issued share capital as at 31 March 2025, notified to the Company under DTR 5. Holdings
may have changed since being notified to the Company as notification of any change is not required until the next
applicable threshold is crossed.
Shareholder
As at 31 March 2025
Number of
voting rights
% of
voting rights
Lord Peter Andrew Cruddas 165,155,374 59.02
Aberforth Partners LLP 14,741,475 5.27
Schroders plc 14,167,409 5.06
Mrs Fiona Cruddas 8,994,364 3.21
Between the year end and 5 June 2025 (being the latest practicable date) there have been no changes notified to us
in respect of these holdings.
The shareholdings of CMC Markets plc Directors are listed within the Directors’ remuneration report on page 74.
Articles of Association
Any amendments to the Company’s Articles of Association may only be made by passing a special resolution at a
general meeting of the shareholders of the Company.
Research and development
The Group continues to invest in the development of the trading and investing platforms in addition to maintaining
existing infrastructure, with considerable effort applied by the technical and software development teams. In
addition, the Group has capitalised development costs relating to new product and functionality development.
During the year development expenditure amounting to £5.9 million has been capitalised (2024: £11.7 million).
Directors’ statement as to disclosure of information to auditor
The Directors who held office at the date of approval of this Directors’ report confirm that, so far as they each are
aware, there is no relevant audit information (being information needed by the external auditor in connection with
preparing its audit report) of which the Company’s external auditor is unaware, and each Director has taken all the
steps that he or she is obliged to take as a Director in order to make himself/herself aware of any relevant audit
information and to establish that the Company’s auditor is aware of that information. This confirmation is given
pursuant to Section 418 of the Companies Act 2006.
Directors’ report continued
80 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Independent auditor
In accordance with Section 489 and Section 492 of
the Companies Act 2006, resolutions to reappoint
Deloitte LLP as the Company’s auditor and authorise
the Group Audit Committee to determine the auditor’s
remuneration will be put to the 2025 AGM.
Political donations
No political donations were made by the Company
during the year.
Annual General Meeting
The 2025 AGM is to be held at 10:00 a.m. on Thursday
24 July 2025 at 133 Houndsditch, London EC3A 7BX.
Due to the Controlling Shareholder disclosure on
page79, the independent shareholders’ voting results
on the re-election of independent Non-Executive
Directors (excluding the Chairman) will be disclosed
when the voting results are published. Should the
required percentage of the independent shareholders’
vote to approve re-election not be achieved, then
a further vote will be held at a subsequent general
meeting within the prescribed time period.
Events after the reporting period
Details of events occurring subsequent to the year end
are made in note .
Statement of Directors’
responsibilities in respect of the
Financial Statements
The Directors are responsible for preparing the Annual
Report and the Financial Statements in accordance
with applicable law and regulation.
Company law requires the Directors to prepare
Financial Statements for each financial year. Under
that law the Directors have prepared the Group and the
parent company Financial Statements in accordance
with UK-adopted International Accounting Standards.
Under company law the Directors must not approve
the Financial Statements unless they are satisfied that
they give a true and fair view of the state of affairs of the
Group and parent company and of the profit or loss
of the Group for that period. In preparing the Financial
Statements, the Directors are required to:
select suitable accounting policies and then apply
them consistently;
state whether applicable UK-adopted International
Accounting Standards have been followed, subject
to any material departures disclosed and explained
inthe Financial Statements;
make judgements and accounting estimates that
arereasonable and prudent; and
prepare the Financial Statements on the going
concern basis unless it is inappropriate to presume
that the Group and parent company will continue
in business.
The Directors are also responsible for safeguarding
theassets of the Group and parent company and
hencefor taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Group and parent company’s transactions
and disclose with reasonable accuracy at any time the
financial position of the Group and parent company and
enable them to ensure that the Financial Statements
and the Directors’ remuneration report comply with the
Companies Act 2006. The Directors are responsible for
the maintenance and integrity of the parent companys
website. Legislation in the United Kingdom governing the
preparation and dissemination of Financial Statements
may differ from legislation in other jurisdictions.
Directors’ confirmations
The Directors consider that the Annual Report and
Financial Statements, taken as a whole, is fair, balanced
and understandable and provides the information
necessary for shareholders to assess the Group and
parent company’s position and performance, business
model and strategy.
Each of the Directors, whose names and functions
arelisted on pages 42 to 43, confirm that, to the best
oftheirknowledge:
the Group and parent company Financial Statements,
which have been prepared in accordance with UK-
adopted International Accounting Standards, give a
true and fair view of the assets, liabilities and financial
position of the Group and parent company and of the
profit of the Group; and
the Strategic report includes a fair review of the
development and performance of the business
and the position of the Group and parent company,
together with a description of the principal risks and
uncertainties that it faces.
The Annual Report and Financial Statements were
approved by the Board on 5 June 2025.
By order of the Board
Roy Tooley
Company Secretary
5 June 2025
CMC Markets plc
Registered number: 05145017
Strategic report Governance Financial statements Shareholder information
81 – CMC Markets plc Annual Report and Financial Statements 2025
Independent auditor’s report
To the members of CMC Markets plc
Report on the audit of the financial statements
1. Opinion
In our opinion:
the financial statements of CMC Markets plc (the ‘Company’, or the ‘Parent Company’) and its subsidiaries
(“Group”) give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as of 31 March
2025 and of the Group’s profit for the year then ended;
the Group financial statements have been properly prepared in accordance with United Kingdom adopted
international accounting standards;
the Parent Company financial statements have been properly prepared in accordance with United Kingdom
adopted international accounting standards and as applied in accordance with the provisions of the Companies
Act 2006; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
the consolidated income statement;
the consolidated statement of comprehensive income;
the consolidated statement of financial position;
the consolidated statement of changes in equity;
the consolidated statement of cash flows;
the related notes to the consolidated financial statements 1 to 33;
the Company statement of financial position;
the Company statement of changes in equity;
the Company statement of cash flows; and
the related notes to the Company financial statements 1 to 9.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom
adopted international accounting standards and, as regards the Parent Company financial statements, as applied in
accordance with the provisions of the Companies Act 2006.
2. Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the
financial statements section of our report.
We are independent of the Group and the Parent Company in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’)
Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements. The non-audit services provided to the Group and Parent Company for the
year are disclosed in note 7 to the financial statements. We confirm that we have not provided any non-audit services
prohibited by the FRC’s Ethical Standard to the Group or the Parent Company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
3. Summary of our audit approach
Key audit matters
The key audit matters that we identified in the year ending 31 March 2025 were:
capitalisation and impairment of certain intangible assets; and
IT access management and controls over service organisations.
Materiality
The materiality that we used for the Group financial statements was £2.90 million
(2024: £2.80 million) which was determined on the basis of 0.7% of Net Assets
(2024: 0.7% of Net Assets).
Scoping
Our group audit scoping identified one component (the Parent Company) where
we performed an audit of the entire financial information of the component.
Additionally, we performed audits of specific classes of transactions and account
balances at a further 2 components. Our audit work provided coverage of 99.4
per cent of the Group’s total assets, 99.1 per cent of the Group’s total revenue, and
97.3 per cent of the Group’s PBT across management’s business segments.
Significant changes in
our approach
There are no significant changes in our approach compared with the
previous year.
82 – CMC Markets plc – Annual Report and Financial Statements 2025
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4. Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the Group’s and Parent Company’s ability to continue to adopt the
going concern basis of accounting included:
obtaining an understanding of management’s process to arrive at their conclusion to prepare the financial
statements on a going concern basis;
with the involvement of our regulatory specialists, challenging the liquidity and capital adequacy and stress testing
assumptions used by management, including consideration of regulatory enquiries/observations, management
actions and whether applied stresses were reasonable in the context of the Group and Parent Company’s
operating environment;
with the involvement of our regulatory specialists, where relevant, assessing emerging operational, regulatory
andmarket risks facing entities within the Group and the Parent Company, including the impact of volatility
inglobal financial markets and management’s strategic initiatives;
evaluated the ongoing viability of the Group, its business model and operations;
assessing the key assumptions supporting the Group’s and Parent Company’s latest budget forecasts;
assessing the historical accuracy of forecasts prepared by management; and
assessing the appropriateness of going concern disclosures made in the notes to the financial statements.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the Group’s and Parent Company’s ability
tocontinue as a going concern for a period of at least twelve months from when the financial statements are
authorised for issue.
In relation to the reporting on how the Group has applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the directors’ statement in the financial statements about whether
the directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the
overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
5.1. Capitalisation and impairment of certain intangible assets
Key audit matter
description
The Group, as part of its strategic initiatives, is extending a number of product
offerings and continues to capitalise costs associated with internally developed
software supporting these initiatives.
As of 31 March 2025, the Group has capitalised a total of £6.1 million
(2024:£12.2million) of intangible assets, of which £5.9 million (2024: £11.7 million)
relates to internally generated software. Further details are included in note 12
tothe financial statements.
Capitalisation of expenditure on internally-generated intangible assets is
subjective and involves judgement on the part of management in respect
of whether such expenditure qualifies for recognition in accordance with
International Accounting Standard 38: Intangible Assets (“IAS 38”). Capitalised
expenditure comprises the time spent on the development of the intangible
asset,by both internal staff and external contractors.
Internally-generated intangible assets are assessed for impairment in
accordance with International Accounting Standard 36: Impairment (“IAS 36”).
A high degree of management judgement is required to assess these assets
for impairment, particularly given management’s focus on cost control and
management’s decision to align the Cash-Generating Unit (“CGU”) structure
going forward with the Group’s evolving product strategy (see note 12 to the
financial statements). This is due to subjectivity in developing accurate forecasts
to support value-in-use (“VIU”) assessments, particularly where a particular
business is at a nascent stage and where the operating environment is not
easily predictable. These forecasts are underpinned by key assumptions such
as discount rates, useful economic life, business-to-business (“B2B”) revenues
and other nominal cash flows, which are often subjective, are not derived from
external market data and represent significant sources of estimation uncertainty
as disclosed in note 12 on page 100.
This matter is also discussed in the Group Audit Committee report on page 53.
Strategic report Governance Financial statements Shareholder information
83 – CMC Markets plc – Annual Report and Financial Statements 2025
Independent auditor’s report continued
To the members of CMC Markets plc
How the scope of our
audit responded to the key
audit matter
We obtained a detailed understanding of the relevant controls established by
the Group over the capitalisation of expenses, as well as the associated controls
and financial reporting processes supporting the determination of CGUs and
impairment. Our audit procedures in respect of capitalisation and impairment
included the following:
an identification of projects and the associated capitalised costs across
the Group;
an evaluation of whether costs were eligible for capitalisation, in accordance
with IAS 38;
an assessment of the appropriateness of the basis of measurement model
supporting the VIU assessment, including of the realignment of the CGUs to
the Group’s diversification strategy;
an assessment of the methodology applied by management in determining
whether objective evidence of an impairment loss exists;
involving our valuation specialists to apply specialist knowledge in evaluating
management’s valuation methodologies with reference to standard valuation
practices;
the development of independent key valuation assumptions to the
value-in-use calculation, which were compared against the inputs used
bymanagement; and
an evaluation of the appropriateness of associated disclosures.
Key observations
Through our procedures we concluded that the determination of CGUs is
appropriate and the carrying value of the intangible assets are based on
reasonable, supportable assumptions, and that key assumptions, impairment
charges recognised during the year, if any, and sensitivities have been
appropriately disclosed in note 12. However, there are a number of control
mattersthat Group management are in the process of addressing. These
include relevant controls over the capitalisation of staff costs, and the ongoing
assessment of impairment conclusions on assets.
5.2. IT access management and controls over service organisations
Key audit matter
description
The processing and recording of transactions across the Group, in particular
revenue, cash and hedging transactions, is supported by a complex information
technology (“IT”) environment. Alongside its proprietary IT systems, the Group
relies on a number of service organisations to facilitate key operational and
financial reporting processes, including externally facing reconciliation controls.
As part of our 2023 and 2024 audits, we identified control deficiencies in respect
of logical access management (including privileged access and segregation
of duties), as well as controls over service organisations (the “Deficiencies”).
Management has since undertaken a programme of remediation of the
Deficiencies with significant enhancements made across the technology
landscape; however, with the timelines of the remediation programme several
Deficiencies persisted through the year ended 31 March 2025. This has been
a focus of both the Group Audit Committee and Group Risk Committee as
mentioned on pages 53 and 56 respectively.
Our IT audit scoping of relevant applications and underlying infrastructure is
determined by the identification of significant accounts, classes of transactions
and related disclosures, which translates to system-generated information or
automated controls on which we seek to rely. Our approach is further informed
by a risk assessment of the IT environment; considering factors such as the
existing Deficiencies, system changes, data migrations, and operational or
cyberincidents.
Reflecting the status of the Deficiencies and the timing of the remediation
programme, our audit approach in respect of accounts, classes of transactions
and disclosures was predominantly substantive in nature, without placing
reliance on internal controls.
5. Key audit matters continued
5.1. Capitalisation and impairment of certain intangible assets continued
84 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
How the scope of our
audit responded to the
keyaudit matter
We involved our IT specialists throughout our audit, including in obtaining an
understanding of general IT controls (“GITCs”) over financially relevant key
applications, databases, operating systems and system-generated information;
as well as to evaluate the controls over service organisations that support CMC’s
technology environment. Specifically, the procedures we carried out with the
involvement of our IT specialists included:
obtaining an understanding, including through meetings with application,
infrastructure and key report owners, to support our evaluation of GITCs, as
well as the Group’s use of service organisations;
evaluating, on a sample basis, the appropriateness of privileged access
granted to relevant systems across the full year; and
evaluating management’s remediation activity throughout the audit period
and, where relevant, evaluating risk mitigation procedures, including through
reviews of management’s risk and impact assessments.
Management has made progress towards the deficiencies previously identified,
however certain deficiencies remained unremediated either at the end, or for
a substantial portion, of the financial year. We were therefore unable to place
reliance on internal control across all financial statement line items – including
Trading Revenue – and instead employed an audit approach that was fully
substantive in nature.
Key observations
We have observed an improvement with respect to privileged access and
segregation of duties controls over the Group’s systems, with management
enhancing policies and embarking on subsequent remediation activity
acrossthesystem landscape. Further, management have strengthened the
governance over service organisations, including the ongoing assessment
ofcontrol environments at those service organisations.
Management’s focus will be required to ensure these operate as intended into
financial year ended 31 March 2026.
5. Key audit matters continued
5.2. IT access management and controls over service organisations continued
6. Our application of materiality
6.1. Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the
economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality
both in planning the scope of our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group financial statements Parent company financial statements
Materiality
£2.90 million (2024: £2.80 million) £1.85 million (2024: £1.69 million)
Basis for
determining
materiality
0.7% of Net Assets (2024: 0.7% of Net Assets) 1.0% of Net Assets (2024: 1.0% of Net Assets)
Rationale
for the
benchmark
applied
We have used 0.7% of Net Assets as the
materiality benchmark for the financial
statements of the Group, consistent with the
prior year benchmark, and given its ongoing
stability and significance to the users of the
financial statements.
We have used 1% of Net Assets as the
materiality benchmark, consistent with the
prior year benchmark and given its ongoing
significance to the users of the financial
statements.
Net assets
Group materiality
Net Assets £418m
Group materiality
£2.9m
Component
materiality of £1.0m
Audit Committee
reporting threshold
£0.15m
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85 – CMC Markets plc – Annual Report and Financial Statements 2025
Independent auditor’s report continued
To the members of CMC Markets plc
6. Our application of materiality continued
6.2. Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate,
uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole.
Group financial statements Parent company financial statements
Performance
materiality
70% (2024: 65%) of Group materiality 70% (2024: 70%) of Parent Company
materiality
Basis and
rationale for
determining
performance
materiality
Basis and rationale for determining performance materiality
In determining performance materiality, we considered the following factors:
the quality of the control environment and our ability to rely on controls;
control observations identified by Deloitte and internal audit and remediation efforts by
management;
stability of operational and accounting personnel in comparison to high turnover in prior
year; and
the nature, volume and size of misstatements identified in the prior year audit.
6.3. Error reporting threshold
We agreed with the Group Audit Committee that we would report to the Committee all audit differences in excess
of £145,000 (2024: £140,000), as well as differences below that threshold that, in our view, warranted reporting on
qualitative grounds. We also report to the Group Audit Committee on disclosure matters that we identified when
assessing the overall presentation of the financial statements.
7. An overview of the scope of our audit
7.1. Identification and scoping of component
Our audit was scoped by obtaining an understanding of the Group and its environment and assessing the risks
of material misstatement at the Group level. We structured our approach to the audit to reflect how the Group is
organised as well as ensuring our audit was both effective and risk focused.
Due to the centralised nature of the business, which includes central management of financial reporting for
components, a significant portion of our testing was performed centrally by the Group audit team in the UK.
We exercise professional judgement in determining components, and each company within the Group was
identifiedas a component. Our Group audit scoping identified specific classes of transactions and account
balancesrelating to 6 components; where we identified that certain processes, controls and other financial
reportingactivities were not centrally managed and were instead performed locally, and instructed our component
auditors in Australia and Germany to perform audit work over these specific classes of transactions and account
balances. Audit procedures for all other classes of transactions and account balances determined to be within the
scope of the Group audit were performed by the Group auditor. Our audit work provided coverage of 99.4 per cent
of the Group’s total assets, 99.1 per cent of the Group’s total revenue, and 97.3 per cent of the Group’s PBT across
management’s business segments.
Further, we requested our Australian and German component audit teams to perform specified audit procedures
in respect of jurisdictionally-nuanced legal or regulatory matters, and the completeness and accuracy of provisions
and contingent liabilities.
The audit of the Group consolidation is performed by the Group audit team.
Our consideration of the control environment
Our audit approach – particularly for a technology-driven business – seeks to place reliance on managements
relevant controls over certain financial statement line items, where we find those controls to be designed
appropriately, implemented as designed, and operating effectively.
In the prior year, we scoped in certain controls – considered to be relevant controls – for further testing procedures
including to determine whether they were operating effectively, and identified deficiencies across a number of areas,
including IT control deficiencies. All control deficiencies that we considered to be significant were communicated
to the Group Audit Committee. Please refer to the Group Audit Committee report on page 53. All other deficiencies
were communicated to management.
Management has been undertaking a programme of remediation across the year ended 31 March 2025 (‘FY25’)
in respect of these reported deficiencies and, where a given deficiency has been remediated, we gained an
understanding of that remedial activity through a combination of inquiry, observation and inspection as part of the
FY25 audit. Management has made progress towards the remediation of these deficiencies, across the financial
year, however certain among them remained unremediated at the end of the financial year, or were not remediated
for a substantial portion of the financial year.
For all deficiencies, we considered the impact on our audit plan and the need to adjust our audit approach
accordingly. Given the remediation status across the full financial year, and where insufficient mitigating or
alternativecontrols could instead be relied upon, we were not able to place reliance on internal controls for the
FY25audit and therefore we adopted a fully substantive audit approach.
Please see our Key Audit Matters section on page 84 for further considerations in respect of our work over the
Group’s IT environment.
7.2. Our consideration of climate-related risks
In planning our audit, we have considered the impact of climate change on the Group’s operations and subsequent
impact on its financial statements. The Group sets out its assessment of the potential impact on pages 30 to 38 of the
strategic report of the annual report.
We have held discussions with management to understand their:
process for identifying affected operations, including governance and controls over this process, and the
subsequent effect on the Group’s financial reporting; and
long-term strategy to respond to climate change risks as they evolve, including the impact on the
Group’sforecasts.
Our audit work involved:
obtaining an understanding of management’s analysis, used to inform the Group’s climate risk assessment; and
assessing the sufficiency and extent of disclosures in the annual report and the consistency between the financial
statements and the remainder of the annual report.
86 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Our audit procedures require us to read and consider these disclosures, and to evaluate whether they are materially
inconsistent with the financial statements or knowledge obtained in the performance of our audit. We did not identify
any such material inconsistencies as a result of these procedures.
7.3. Working with other auditors
The Group audit team are responsible for the scope and direction of the audit process; and provide oversight, review,
and coordination of our global audit teams. We shared referral instruction with identified component audit teams to
agree the scope. We interacted regularly with these teams during each stage of the audit and reviewed key working
papers. We maintained continuous and open dialogue with them, in addition to holding regular formal meetings, such
that we were fully aware of their progress and the results of their procedures.
The Group audit team conducted in-person visits, in addition to remote communication, to exercise supervision over
our audit teams based in Australia and Germany. These visits included discussions of the audit approach – including
risk assessments – and of any issues arising from the audit team’s work, meetings with local management, and
reviews of key audit documentation.
In addition, a global planning meeting was held virtually in September 2024, led by the Group audit team, partners
and staff from full-scope entity audit teams, as well as a global audit teams responsible for testing in support of local,
statutory audits.
8. Other information
The other information comprises the information included in the annual report, other than the financial statements
and our auditor’s report thereon. The directors are responsible for the other information contained within the
annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements, or our knowledge obtained in the course of the audit, or otherwise appears
to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we
have performed, we conclude that there is a material misstatement of this other information, we are required to report
that fact.
We have nothing to report in this regard.
9. Responsibilities of directors
As explained more fully in the Statement of Directors’ responsibilities in respect of the financial statements, the
directors are responsible for the preparation of the financial statements and for being satisfied that they give
atrueand fair view, and for such internal control as the directors determine is necessary to enable the preparation
offinancial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the Parent
Company’s ability to continue as a going concern, disclosing as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent
Company or to cease operations, or have no realistic alternative but to do so.
10. Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Strategic report Governance Financial statements Shareholder information
87 – CMC Markets plc – Annual Report and Financial Statements 2025
Independent auditor’s report continued
To the members of CMC Markets plc
11. Extent to which the audit was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in
line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including
fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
11.1. Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and
non-compliance with laws and regulations, we considered the following:
the nature of the industry and sector, control environment and business performance including the design of the
Group’s remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets;
the Group’s own assessment of the risks that irregularities may occur either as a result of fraud or error;
results of our enquiries of management, internal audit, the directors and the Group Audit Committee about
their own identification and assessment of the risks of irregularities, including those that are specific to the
Group’s sector;
any matters we identified having obtained and reviewed the Group’s documentation of their policies and
procedures relating to:
identifying, evaluating and complying with laws and regulations and whether they were aware of any instances
of non-compliance;
detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or
alleged fraud;
the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
the matters discussed among the audit engagement team including component audit teams and relevant internal
specialists, including tax, valuation, IT, regulatory and fraud specialists regarding how and where fraud might occur
in the financial statements and any potential indicators of fraud. These discussions also involved fraud specialists
with whom the engagement team discussed fraud schemes that had arisen in similar sectors and industries.
As a result of these procedures, we considered the opportunities and incentives that may exist within the
organisation for fraud and identified the greatest potential for fraud in the capitalisation and impairment of certain
intangible assets. In common with all audits under ISAs (UK), we are also required to perform specific procedures
torespond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks in which the Group operates, focusing
on provisions of those laws and regulations that had a direct effect on the determination of material amounts and
disclosures in the financial statements. The key laws and regulations we considered in this context included the UK
Companies Act, as well as those laws and regulations prevailing in each country in which identified a full-scope entity,
including taxation legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial
statements but compliance with which may be fundamental to the Group’s ability to operate or to avoid a material
penalty. These included the Group’s obligations under jurisdictional regulatory regimes, including consumer duty,
transaction reporting and prudential regulation.
11.2. Audit response to risks identified
As a result of performing the above, we identified the capitalisation and impairment of internally developed software
as a key audit matter related to the potential risk of fraud. The key audit matters section of our report explains the
matter in more detail and also describes the specific procedures we performed in response to that key audit matter.
In addition to the above, our procedures to respond to risks identified included the following:
reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with
provisions of relevant laws and regulations described as having a direct effect on the financial statements;
enquiring of management, the Group Audit Committee, in-house and external legal counsel concerning actual
and potential litigation and claims;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of
material misstatement due to fraud;
reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing
correspondence with relevant tax authorities and regulatory bodies; and
in addressing the risk of fraud through management override of controls, testing the appropriateness of journal
entries and other adjustments; assessing whether the judgements made in making accounting estimates are
indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual
or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team
members including internal specialists and component audit teams, and remained alert to any indications of fraud or
non-compliance with laws and regulations throughout the audit.
Report on other legal and regulatory requirements
12. Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
the information given in the strategic report and the directors’ report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements.
In the light of the knowledge and understanding of the Group and the Parent Company and their environment
obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the
directors’ report.
88 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
13. Corporate Governance Statement
The Listing Rules require us to review the directors’ statement in relation to going concern, longer-term viability and
that part of the Corporate Governance Statement relating to the Group’s compliance with the provisions of the UK
Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent with the financial statements and our knowledge obtained
during the audit:
the directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting
and any material uncertainties identified set out on page 25;
the directors’ explanation as to its assessment of the Group’s prospects, the period this assessment covers and
why the period is appropriate set out on page 25;
the directors’ statement on fair, balanced and understandable set out on page 48;
the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out
on page 20;
the section of the annual report that describes the review of effectiveness of risk management and internal control
systems set out on page 56; and
the section describing the work of the audit committee set out on pages 50 to 53.
14. Matters on which we are required to report by exception
14.1. Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
we have not received all the information and explanations we require for our audit; or
adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have
not been received from branches not visited by us; or
the Parent Company financial statements are not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
14.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’
remuneration have not been made or the part of the directors’ remuneration report to be audited is not in agreement
with the accounting records and returns.
We have nothing to report in respect of these matters.
15. Other matters which we are required to address
15.1. Auditor tenure
Following the recommendation of the Group Audit Committee, we were appointed by the members on 28 July2022
to audit the financial statements for the year ending 2023 and subsequent financial periods. The period of total
uninterrupted engagement including previous renewals and reappointments of the firm is three years, covering
thefinancial years ending 31 March 2023 to 31 March 2025.
15.2. Consistency of the audit report with the additional report to the audit committee
Our audit opinion is consistent with the additional report to the Group Audit Committee we are required to provide
inaccordance with ISAs (UK).
16. Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to anyone other than the company and the company’s members
as a body, for our audit work, for this report, or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.15R
– DTR 4.1.18R, these financial statements will form part of the electronic format annual financial report filed on the
National Storage Mechanism of the FCA in accordance with DTR 4.1.15R – DTR 4.1.18R. This auditor’s report provides
no assurance over whether the electronic format annual financial report has been prepared in compliance with DTR
4.1.15R – DTR 4.1.18R.
Rizwan Majid, FCA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
5 June 2025
Strategic report Governance Financial statements Shareholder information
89 – CMC Markets plc – Annual Report and Financial Statements 2025
Consolidated income statement
For the year ended 31 March 2025
Consolidated statement of comprehensive income
For the year ended 31 March 2025
Years ended 31 March
20252024
Note£’000£’000
Profit for the year
62,187
46,886
Other comprehensive expense
Items that may be subsequently reclassified to income
statement:
26
Gains recycled from equity to the income statement
26
237
Currency translation differences
26
(6 ,7 72)
(5 , 28 5)
Changes in the fair value of debt instruments at fair value
through other comprehensive income, net of tax
26
35
14 4
Other comprehensive expense for the year
(6 ,73 7)
(4 , 9 0 4)
Total comprehensive income for the year attributable to
owners of the parent
55,450
41 , 9 8 2
Years ended 31 March
20252024
Note£’000£’000
Revenue
3
317 ,611
3 24 ,7 02
Interest income on own funds
3
18, 531
11 , 24 6
Income on client funds
3
2 3, 957
2 3 ,797
Total revenue
360,099
3 5 9 , 74 5
Introducing partner commissions and betting levies
4
(19 , 98 2)
(26,96 2)
Net operating income
3 4 0,1 17
3 32,783
Operating expenses
5
(250,0 7 4)
(254,894)
Impairment of intangible assets
12
(4 8 2)
(12,322)
Operating profit
89, 561
6 5, 567
Share of results of associate
14
(1 8 9)
(28 3)
Impairment of investments in associate
14
(2, 32 8)
Finance costs
7
(2 , 59 0)
(1,95 1)
Profit before taxation
84,454
63,333
Taxation
9
(22, 267)
(16,447)
Profit for the year attributable to owners of the parent
62,187
46,886
Earnings per share
Basic earnings per share
10
22.6p
16 . 7p
Diluted earnings per share
10
22.6p
16 . 7p
90 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Consolidated statement of financial position
As at 31 March 2025
31 March 202531 March 2024
Note£’000£’000
Non-current assets
Intangible assets
12
29,0 42
28,9 06
Property, plant and equipment
13
2 4 ,16 9
28, 54 6
Deferred tax assets
9
5 ,3 28
6 ,1 7 7
Investments in associate
14
2 , 517
Financial investments
15
30,399
32
Trade and other receivables
16
1 ,82 3
2,753
Total non-current assets
90 ,761
68 ,931
Current assets
Trade and other receivables
16
14 5, 84 2
1 62,056
Derivative financial instruments
17
24,4 56
31,627
Current tax recoverable
2 ,679
1,9 17
Other assets
18
10
12, 258
Financial investments
15
80 ,555
50,88 9
Amounts due from brokers
140,01 0
2 28, 882
Cash and cash equivalents
19
2 4 7, 6 6 5
160,300
Total current assets
6 41 , 2 17
6 4 7, 9 2 9
Total assets
731 ,978
7 16,860
31 March 202531 March 2024
Note£’000£’000
Current liabilities
Trade and other payables
20
2 53 ,5 81
272 ,811
Amounts due to brokers
12 , 239
6,982
Derivative financial instruments
16,160
7, 0 74
Obligations under repurchase agreements
21
7, 4 5 7
Lease liabilities
22
3 ,1 0 9
4 ,915
Current tax payable
1,832
2 ,147
Provisions
23
5 ,28 2
3, 937
Total current liabilities
299, 660
297 ,866
Non-current liabilities
Trade and other payables
20
4
Lease liabilities
22
11 , 23 3
12 ,000
Deferred tax liabilities
9
2 ,76 5
3 , 24 4
Provisions
23
349
257
Total non-current liabilities
14, 3 51
15 ,501
Total liabilities
314,011
313, 367
Equity
Share capital
24
70 ,57 3
70 ,5 73
Share premium
46 ,23 6
46, 236
Capital redemption reserve
2 ,901
2, 901
Own shares held in trust
25
(17,047)
(2, 5 89)
Other reserves
26
(6 2 ,1 76)
(5 5, 43 9)
Retained earnings
3 7 7, 4 8 0
3 41 , 8 11
Total eq uity
4 1 7, 9 6 7
403 ,493
Total equity and liabilities
731 ,978
716,860
The financial statements on pages 90 to 120 were approved by the Board of Directors on 5 June 2025 and signed on
its behalf by:
Lord Cruddas
Chief Executive Officer
Strategic report Governance Financial statements Shareholder information
91 – CMC Markets plc – Annual Report and Financial Statements 2025
Consolidated statement of changes in equity
For the year ended 31 March 2025
Capital
ShareShareredemptionOwn sharesOtherRetainedTota l
capitalpremiumreserveheld in trustreservesearningsequity
Note£’000£’000£’000£’000£’000£’000£’000
At 1 April 2023
70, 5 73
46, 236
2,901
(1 , 50 9)
(5 0, 5 35)
30 6,349
374,015
Profit for the year
46 ,886
4 6,886
Gains recycled from equity to the income statement
237
237
Currency translation differences
(5, 28 5)
(5 , 285)
Changes in the fair value of debt instruments at fair value through other comprehensive income, net of tax
14 4
144
Total comprehensive income for the year
(4, 9 0 4)
46, 886
41 , 9 8 2
Acquisition of own shares held in trust
(1 ,7 88)
(1 ,78 8)
Utilisation of own shares held in trust
708
708
Share-based payments
1, 388
1,388
Tax on share-based payments
876
876
Dividends
11
(1 3 ,6 8 8)
(13 ,6 8 8)
At 31 March 2024
70,57 3
46, 236
2 ,901
(2 , 5 89)
(5 5 ,4 39)
3 41 , 81 1
403,493
Profit for the year
62 ,187
62,187
Currency translation differences
(6 ,7 72)
(6 ,77 2)
Changes in the fair value of debt instruments at fair value through other comprehensive income, net of tax
35
3 5
Total comprehensive income for the year
(6 ,7 37)
62,187
55 ,4 50
Acquisition of own shares held in trust
(1 5 ,0 0 1)
(1 5 ,0 01)
Utilisation of own shares held in trust
54 3
54 3
Share-based payments
3 ,04 3
3,0 43
Tax on share-based payments
(8 57)
(857)
Dividends
11
(2 8 ,7 04)
(2 8 ,70 4)
At 31 March 2025
70, 573
46, 23 6
2 ,901
(1 7,0 47)
(6 2 ,176)
3 7 7, 4 8 0
4 1 7, 9 6 7
92 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Consolidated statement of cash flows
For the year ended 31 March 2025
Years ended 31 March
20252024
Note£’000£’000
Cash flows from operating activities
Cash generated from operations
27
158,433
5 7,1 3 9
Interest income
18,400
9 ,702
Income on client funds
24 ,5 81
23 ,797
Finance costs
(2, 5 86)
(1,95 1)
Tax paid
(2 3 ,47 7)
(8 ,6 02)
Net cash generated from operating activities
175 ,3 51
80,085
Cash flows from investing activities
Purchase of property, plant and equipment
(3 ,02 8)
(7, 6 3 2)
Investment in intangible assets
12
(6 ,0 73)
(1 2 , 24 4)
Net payment on purchase of financial investments
(32 , 2 52)
(18 , 89 6)
Investment in associates
14
(2 ,8 00)
Net cash used in investing activities
(41,353)
(41 , 5 7 2)
Cash flows from financing activities
Principal elements of lease payments
(5 ,05 8)
(5, 5 31)
Net proceeds on repurchase agreements
7, 4 5 3
Acquisition of own shares
(15 , 00 1)
(1 ,7 88)
Dividends paid
11
(2 8 , 704)
(1 3, 6 88)
Net cash used in financing activities
(41 , 3 10)
(21 ,0 07)
Net increase in cash and cash equivalents
92 ,688
1 7, 5 0 6
Cash and cash equivalents at the beginning of the year
160,300
146, 218
Effect of foreign exchange rate changes
(5 ,3 23)
(3 ,4 24)
Cash and cash equivalents at the end of the year
19
2 47, 6 6 5
160,300
1. To maintain consistency with the current period, comparative figures have been restated to reflect the net amount of purchases and proceeds from the
maturity of financial investments.
Notes to the consolidated financial statements
For the year ended 31 March 2025
1. General information and basis of preparation
Corporate information
CMC Markets plc (the “Company”) is a public company limited by shares incorporated in the United Kingdom and
domiciled in England and Wales under the Companies Act 2006. The address of the parent company’s registered
office is shown on page 128.
The nature of the operations and principal activities of CMC Markets plc and its subsidiaries (collectively the “Group” )
are set out in note 2 of the Company financial statements.
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the
primary economic environment in which the entity operates (the “functional currency”). The Group’s financial
statements are presented in sterling (“£”), which is the Company’s functional and the Group’s presentation currency.
Going concern
The Directors have prepared the financial statements on a going concern basis, which requires the Directors to have
a reasonable expectation that the Group has adequate resources to continue in operational existence for a period of
at least 12 months from the date of approval of the financial statements.
The Group has considerable financial resources, a broad range of products and a geographically diversified
business. Consequently, the Directors believe that the Group is well placed to manage its business risks in the
context of the current economic outlook.
Accordingly, the Directors have reasonable expectation that the Group has adequate resources for that period of at
least 12 months from the date of approval of the financial statements and believe it is appropriate to adopt the going
concern basis in preparing the financial statements. Further details are set out in the viability statement on page 25.
Basis of preparation
The consolidated financial statements of the Group have been prepared in accordance with UK-adopted
International Accounting Standards in conformity with the requirements of the Companies Act 2006 and the
Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom’s Financial Conduct Authority.
The financial statements have been prepared in accordance with the going concern basis, under the historical
cost convention, except in the case of financial instruments at fair value through profit or loss (“FVPL”) and financial
instruments at fair value through other comprehensive income (“FVOCI”). The financial information is rounded
to the nearest thousand except where otherwise indicated.
The Group’s accounting policies which relate to the financial statements as a whole are set out below. Where an
accounting policy relates specifically to a note, the related accounting policy is set out within that note. All policies
have been consistently applied to all the years presented unless stated otherwise, except for the adoption of the
new or revised standards.
The financial statements presented are at and for the years ended 31 March 2025 and 31 March 2024 which are
referred to as FY 2025 and FY 2024 respectively.
Strategic report Governance Financial statements Shareholder information
93 – CMC Markets plc – Annual Report and Financial Statements 2025
1. General information and basis of preparation continued
Application of new and revised accounting standards
The following amendments and interpretations became effective during the year. Their adoption has not had any
significant impact on the Group.
Effective from
IFRS 16
Leases (amendments)
1 January 2024
IAS 1
Presentation of Financial Statements (amendments)
1 January 2024
IAS 7
Statement of Cash Flows (amendments)
1 January 2024
IFRS 7
Financial Instruments: Disclosures (amendment)
1 January 2024
Standards issued by the IASB not effective for the current year and not early
adopted by the Group
The following standards and amendments have been assessed as not having a material impact at this time.
Effective from
Amendments to IAS 21 – Lack of Exchangeability
1 January 2025
Amendments to IFRS 9 and IFRS 7 – Classification and Measurement
of Financial Instrument
1 January 2026
Annual improvements to IFRS – volume 11
1 January 2026
IFRS 19 Subsidiaries without Public Accountability: Disclosures
1 January 2027
The impact of the following is under assessment – IFRS 18 “Presentation and Disclosure in Financial
Statements”, which will become effective in the Group financial statements for the year end 31 March 2028,
subject to UK endorsement.
The Group does not intend to adopt any of these new standards or amendment early.
Foreign currencies
Transactions denominated in currencies, other than the functional currency, are recorded at the rates of exchange
prevailing on the date of the transaction. At each balance sheet date, monetary assets and liabilities that are
denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Gains and
losses arising on retranslation are included in the income statement for the year, except for exchange differences
arising on non-monetary assets and liabilities where the changes in fair value are recognised directly in equity.
On consolidation, the assets and liabilities of the Group’s overseas operations are translated at exchange rates
prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates
applicable to the relevant year. Exchange differences arising, if any, are classified as equity and transferred to the
translation reserve.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of condensed consolidated financial statements in conformity with IFRS requires the use
of certain significant accounting judgement or estimation. The Directors believe that the assumptions applied
at 31 March 2025 and 2024 are appropriate and therefore present the Group’s financial position and results fairly.
The areas involving a higher degree of judgement or estimation are:
Area
Estimation uncertainty
Judgements
Further details
Intangible assets
Recoverable amount of the UK
Customer relationships
Note 12
Invest cash generating unit
Provisions
Measurement of customer
n/a
Note 23
remediation provision (FY 2025 only)
Other assets
n/a
Accounting for cryptocurrencies
Note 18
(FY 2024 only)
Contingent liabilities n/a
Assessment of legal and regulatory matters
Note 32
2. Segmental reporting
Accounting policy
The Group’s segmental information is presented in line with the internal reporting provided to the Chief
Operating Decision Maker, identified as the Group’s Board, for the purpose of allocating resources and
evaluating performance.
Operating segments that do not meet the quantitative thresholds under IFRS 8 “Operating Segments” are
aggregated. Segments are reviewed annually.
The accounting policies of the reportable segments are the same as the Group’s accounting policies.
The Group’s business consists of two segments, Trading and Investing, each with distinct characteristics and
client objectives.
Trading
The Group’s core business involves online trading, enabling clients to trade a broad array of financial instruments
for short-term investment and hedging purposes. These instruments include contracts for difference (“CFDs”)
and financial spread betting across various assets, such as shares, indices, foreign currencies, commodities, and
treasuries. The Group also extends these services to institutional partners through white label and introducing broker
arrangements. While CFDs are accessible globally, spread betting is available exclusively in the UK and Ireland.
Additionally, the trading segment includes the Treasury Management and Capital Markets Division that invests
surplus liquidity to enhance yield.
Investing
To support clients’ longer-term investment goals, the Group offers online stockbroking services in Australia, the UK,
the USA and Singapore.
94 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Notes to the consolidated financial statements continued
For the year ended 31 March 2025
2. Segmental reporting continued
Years ended 31 March 2025
Trading Investing Total
£’000 £’000 £’000
Revenue
261,101
56,510
317,611
Interest income
31,693
10,795
42,488
Total revenue
292,794
67, 305
360,099
Introducing partner commissions and betting levies
(7, 242)
(12,740)
(19,982)
Net operating income
285,552
54,565
340,117
Operating expenses (exc. depreciation and amortisation)
(193,166)
(43,377)
(236,543)
Depreciation and amortisation
(9,010)
(4,521)
(13,531)
Impairment of intangible assets
(482)
-
(482)
Operating profit
82,894
6,667
89,561
Share of results of associates and joint ventures
(2,517)
-
(2,517)
Finance costs
(2,578)
(12)
(2,590)
Profit before taxation
77,799
6,655
84,454
Years ended 31 March 2024
Trad ing Investing Tota l
£’000 £’000 £’000
Revenue
279,018
45,684
324,702
Interest income
24,053
10,990
35,043
Total revenue
303,071
56,674
359,745
Introducing partner commissions and betting levies
(15,233)
(11,729)
(26,962)
Net operating income
287, 838
44,945
332,783
Operating expenses (exc. depreciation and amortisation)
(189,915)
(49,878)
(239,793)
Depreciation and amortisation
(10,612)
(4,489)
(15,101)
Impairment of intangible assets
(2,298)
(10,024)
(12,322)
Operating profit/(loss)
85,013
(19,446)
65,567
Share of results of associates and joint ventures
(283)
(283)
Finance costs
(1,947)
(4)
(1,951)
Profit/(loss) before taxation
82,783
(19,450)
63,333
Transactions between reportable segments are limited to transfer pricing arrangements, which are conducted on
an arm’s length basis and in line with the Group’s transfer pricing policy. These transactions primarily relate to shared
services, technology infrastructure and intellectual property, and are reflected in segment results accordingly.
There are no asymmetrical allocations between reportable segments. All inter-segment charges are applied
consistently across segments and are fully eliminated on consolidation.
Segment assets and liabilities are not disclosed because they are not reported to, or reviewed by, the Chief
Operating Decision Maker.
Information about major customers
No single customers contributed 10 per cent or more to the Group’s revenue in either FY 2025 or FY 2024.
Net operating income by geography
The measurement of net operating income for segmental analysis is consistent with that in the income statement
and is broken down by geographic location below.
Years ended 31 March
2025 2024
£’000 £’000
UK
104,593
92,332
Australia
109,188
109,425
Other countries
126,336
131,026
Total
340,117
332,783
Non-current assets by geography
The measurement of segment assets for segmental analysis is consistent with that in the balance sheet. The total of
non-current assets other than deferred tax assets, broken down by location of the assets, is shown below:
31 March 2025 31 March 2024
£’000 £’000
UK
59,052
32,981
Australia
19,329
23,405
Other countries
7,052
6,368
Total
85,433
62,754
Strategic report Governance Financial statements Shareholder information
95 – CMC Markets plc – Annual Report and Financial Statements 2025
3. Revenue
Accounting policy
Revenue
Revenue represents the fair value of consideration received or receivable for the provision of online financial
services, net of client rebates and value-added tax, and excludes intra-group transactions.
The Group primarily earns revenue from commissions, spreads and financing income arising from its
stockbroking activities and from acting as a market maker for spread bets and CFDs. Revenue is presented
net of the impact of any hedge arrangements the Group undertakes to manage market risk.
Trading – CFDs and spread bets
Revenue from CFDs and spread bets includes:
Fees for commission and funding charges on opening, holding and closing positions; spreads; and fair value
gains/losses on client trading.
Deductions for commissions, funding charges, spreads and fair value gains/losses from hedging activities.
These items are recognised in line with IFRS 9 “Financial Instruments’’ and IFRS 13 “Fair Value Measurement”.
Commission income is recognised when trades are placed, and funding charges when positions are held at
5:00 pm New York time. Unrealised gains/losses from daily valuations and realised gains/losses from closed
positions are included in revenue.
Investing – stockbroking revenue from contracts with customers
Stockbroking revenue is recognised in accordance with IFRS 15 “Revenue from Contracts with Customers”
when performance obligations are satisfied, typically when services are delivered to clients.
Other revenue
Other revenue includes income from financial information services, dormancy fees, balance conversions,
corporate brokerage, capital markets activity and client exchange fees. It is recognised in accordance with
IFRS 15 “Revenue from Contracts with Customers” when the related performance obligations are satisfied.
Interest income
Interest is recognised using the effective interest rate method.
Interest income from segregated client funds, net of amounts paid to clients on their free cash balances,
is recognised in revenue.
Revenue
Year ended 31 March
2025 2024
£‘000 £‘000
Trading
256,169
274,309
Investing
57,189
45,684
Other
4,253
4,709
Total
317,611
324,702
Within trading revenue is net gains or net losses on financial assets or financial liabilities measured at FVTPL. All net
gains or losses arose from financial assets subject to mandatorily measured at FVTPL which totalled £2,494,000
(FY 2024: £633,000).
Interest income on own funds
Year ended 31 March
2025 2024
£‘000 £‘000
Bank and broker interest
14,242
9,661
Interest on financial investments
4,249
1,556
Other interest income
40
29
Total
18,531
11,246
Interest income on client funds
Year ended 31 March
2025 2024
£‘000 £‘000
Interest income on client funds
23,957
23,797
Total
23,957
23,797
96 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Notes to the consolidated financial statements continued
For the year ended 31 March 2025
4. Introducing partner commissions and betting levies
Accounting policy
Introducing partner commissions and betting levies are recognised as deductions from total revenue in the
period the associated revenue is earned. Betting levies are payable on net gains from spread betting and
countdowns products.
Year ended 31 March
2025 2024
£‘000 £‘000
Trading
7,242
15,233
Investing
12,740
11,729
Total
19,982
26,962
5. Operating expenses
Year ended 31 March
2025 2024
Note £‘000 £‘000
Fixed remuneration
1
93,894
101,461
Variable remuneration
1
19,799
17,008
Net staff costs
6
113,693
118,469
IT costs
46,377
39,697
Sales and marketing
33,473
35,583
Premises
5,186
6,657
Legal and professional fees
13,078
13,937
Regulatory fees
5,098
4,294
Depreciation and amortisation
12,13
13,531
15,101
Bank charges
4,368
5,055
Irrecoverable sales tax
6,136
5,546
Other
9,134
10,568
250,074
254,907
Capitalised internal software development costs
(13)
Total
250,074
254,894
1. Net of capitalised internal software development costs
The above presentation reflects the breakdown of operating expenses by nature of expense.
Net foreign exchange gains
Net foreign exchange gains during the year totalled £630,000(FY 2024: gains of £1,134,000).
6. Staff costs
Year ended 31 March
2025 2024
£’000 £’000
Wages and salaries
97,074
108,291
Social security costs
12,865
13,950
Other pension costs
3,245
3,439
Share-based payments
4,001
2,757
Total Director and employee costs
117,185
128,437
Contract staff costs
2,450
1,703
119,635
130,140
Capitalised internal software development costs
(5,942)
(11,671)
Net staff costs
113,693
118,469
Compensation of key management personnel is disclosed in note 31.
The monthly average number of Directors and employees of the Group during the year is set out below:
Year ended 31 March
2025 2024
£’000 £’000
Key management
9
10
Client acquisition and maintenance
450
523
IT development and support
300
348
Global support functions
285
284
Total Director and employee
1,044
1,165
Contract staff
24
16
Total staff
1,06 8
1,181
Pension costs
The Group operates defined contribution pension schemes for its Directors and employees. The assets of the
schemes are held separately from those of the Group in independently administered funds. Contributions are
made on a contractual basis, with no further payment obligations once the contributions have been paid. These
contributions are recognised as an expense when they fall due.
Strategic report Governance Financial statements Shareholder information
97 – CMC Markets plc – Annual Report and Financial Statements 2025
7. Finance costs
Year ended 31 March
2025 2024
£’000 £’000
Interest and fees on bank borrowings
802
985
Interest on lease liabilities
1,102
966
Other finance costs
686
Total
2,590
1,951
8. Audit fees
Fees payable to the Group’s auditor, Deloitte LLP, were as follows:
Year ended 31 March
2025 2024
£’000 £’000
Audit services
Audit of CMC Markets plc’s financial statements
1,208
1,069
Audit of CMC Markets plc’s subsidiaries
1,480
1,340
Total audit fees
2,688
2,409
Non-audit services
Audit-related services
1,110
825
Total non-audit fees
1,110
825
Total
3,798
3,234
9. Taxation
Year ended 31 March
2025 2024
£’000 £’000
Analysis of charge for the year
Current tax:
Current tax on profit for the year
24,394
18,839
Adjustments in respect of previous years
(1,517)
(991)
Total current tax
22,877
17,848
Deferred tax:
Origination and reversal of temporary differences
(1,726)
(1,878)
Adjustments in respect of previous years
1,116
477
Total deferred tax
(610)
(1,401)
Total tax
22,267
16,447
The standard rate of UK corporation tax charged was 25% with effect from 1 April 2023. Taxation outside the UK
is calculated at the rates prevailing in the respective jurisdictions. The effective tax rate for FY 2025 was 26.37%
(FY 2024: 25.97%) differs from the standard rate of corporation tax of 25% (FY 2024: 25%). The differences are
explained below:
Year ended 31 March
2025 2024
£’000 £’000
Profit before taxation
84,454
63,333
Profit multiplied by the standard rate of corporation tax in the UK of 25% (FY
2024: 25%)
21,114
15,833
Adjustment in respect of foreign tax rates
897
743
Adjustments in respect of previous years
(401)
(514)
Income not subject to tax
(19)
Expenses not deductible for tax purposes
372
319
Unrecognised tax losses
63
66
Other differences
241
Total tax
22,267
16,447
98 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Notes to the consolidated financial statements continued
For the year ended 31 March 2025
9. Taxation continued
Years ended 31 March
2025 2024
£’000 £’000
Tax on items recognised directly in equity
Tax charge/(credit) on share-based payments
857
(876)
Deferred tax
Deferred income taxes are calculated on all temporary differences under the liability method at the tax rate expected
to apply when the deferred tax will crystallise. The gross movement on deferred tax is as follows:
Year ended 31 March
2025 2024
£’000 £’000
At 1 April
2,933
756
Charge to income for the year
610
1,401
Charge to equity for the year
(857)
876
Foreign currency translation
(123)
(100)
At 31 March
2,563
2,933
The following table details the deferred tax assets and liabilities recognised by the Group and movements thereon
during the year:
Accelerated
capital Intangible Share based Accruals and
Tax losses allowances fixed assets payments provisions Tota l
£’000 £’000 £’000 £’000 £’000 £’000
1 April 2023
95
(2,082)
(2,535)
205
5,073
756
Charge to income for the year
79
(708)
451
119
1,460
1,401
Charge to equity for the year
876
876
Foreign currency translation
(3)
(2)
(106)
11
(100)
31 March 2024
171
(2,792)
(2,190)
1,200
6,544
2,933
Charge to income for the year
243
1,918
50
151
(1,752)
610
Charge to equity for the year
(857)
(857)
Foreign currency translation
(15)
(11)
11
(1)
(107)
(123)
31 March 2025
399
(885)
(2,129)
493
4,685
2,563
The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable
taxable profits will be available in the future against which the reversal of the temporary differences can be deducted.
The recoverability of the Group’s deferred tax asset in respect of carry forward losses is based on an assessment of
the future levels of taxable profit expected to arise that can be offset against these losses. The Group’s expectations
as to the level of future taxable profits take into account the Group’s long-term financial and strategic plans and
anticipated future tax adjusting items. In making this assessment, account is taken of business plans including the
Board-approved Group budget. Key budget assumptions are discussed in the Directors’ viability statement.
The Group has a gross deferred tax assets totalling £5,328,000 (31 March 2024: £6,177,000) and gross deferred tax
liabilities of £2,765,000 (31 March 2024: £3,243,000).
Deferred tax assets are recognised for tax losses carried forward to the extent that the realisation of the related
tax benefit through future taxable profits is probable. As at 31 March 2025, the Group did not recognise deferred
tax assets of £185,000 (31 March 2024: £272,000) in respect of losses amounting to £784,000 (31 March 2024:
£1,416,000). £78,000 (31 March 2024: £66,000) of the losses relates to the Group’s Information Internet Limited
subsidiary, none (31 March 2024: £1,416,000) of the losses relates to CMC Markets Singapore Invest Pte Ltd
subsidiary and £670,000 (31 March 2024: £nil) Opto Markets LLC. There is no time limit on their utilisation.
The Group has recognised a deferred tax asset of £395,000 (31 March 2024: £171,000) in respect of losses of
£2,114,000 (31 March 2024: £813,000). £596,000 (31 March 2024: £548,000) of the losses relates to the Group’s
Information Internet Limited subsidiary, £1,518,000 (31 March 2024: £265,000) of losses relates to CMC Markets
Singapore Invest Pte Ltd.
Deferred tax balances are reported at the substantively enacted corporation tax rate of 25%, the substantively
enacted tax rate at the balance sheet date.
10. Earnings per share
Basic earnings per share (“EPS”) is calculated by dividing the earnings attributable to the equity owners of the
Company by the weighted average number of Ordinary Shares in issue during each year excluding those held in
employee share trusts. For diluted earnings per share, the weighted average number of Ordinary Shares in issue,
excluding those held in employee share trusts, is adjusted to assume conversion vesting of all dilutive potential
weighted average Ordinary Shares and that vesting is satisfied by the issue of new Ordinary Shares.
Year ended 31 March
2025
2024
Earnings attributable to Ordinary Shareholders (£’000)
62,187
46,886
Weighted average number of shares used in the calculation of basic EPS (’000)
275,233
279,962
Dilutive effect of share options (’000)
Weighted average number of shares used in the calculation of diluted EPS (’000)
275,233
279,962
Basic EPS
22.6p
16.7p
Diluted EPS
22.6p
16.7p
For FY 2025, there are no (FY 2024: no) potentially dilutive weighted average Ordinary Shares in respect of share
awards and options in issue, included in the calculation of diluted EPS, as the Group does not expect to issue any new
shares to settle these share awards and options.
Strategic report Governance Financial statements Shareholder information
99 – CMC Markets plc – Annual Report and Financial Statements 2025
11. Dividends
Year ended 31 March
2025 2024
£’000 £’000
Declared and paid in each year
Final dividend for 2024 at 7.30p per share (2023: 3. 90p)
20,176
10,893
Interim dividend for 2025 at 3.10p per share (2024: 1.00p)
8,528
2,795
Total dividend paid
28,704
13,688
The final dividend for 2025 of 8. 3 pence per share, amounting to £22.6 million, was proposed by the Board on 4
June 2025 and has not been included as a liability at 31 March 2025. The dividend will be paid on 15 August 2025,
following approval at the Company’s Annual General Meeting, to those members on the register at the close of
business on 10 July 2025. The dividends paid or declared in relation to the financial year are set out below:
Year ended 31 March
2025 2024
Pence Pence
Declared per share
Interim dividend
3.10
1.00
Final dividend
8.30
7.30
Total dividend per share
11.40
8.30
12. Intangible assets
Critical accounting judgements
Customer relationships
A key judgement has been applied in recognising of customer relationship intangible assets on the Group’s
statement of financial position. At 31 March 2025 these had a carrying amount of £8.7 million (31 March 2024:
£10.8 million). The Group applied the recognition principles of IAS 38 “Intangible Assets” to account for these assets
and continues to measure them in accordance with this standard. These assets relate to the 2021 transaction
with ANZ Banking Group Limited to transition its Share Investing client portfolio to CMC for AUD$25 million.
Key sources of estimation uncertainty
Recoverable amount of the UK Invest Cash Generating Unit
Management undertakes a regular review of impairment indicators for its non-current assets. As of 31 March 2025,
indicators were identified relating to the Group’s UK Invest cash-generating unit (CGU). An impairment test was
conducted, assessing the recoverable amount based on the CGU’s value in use (VIU). This resulted in headroom
above the carrying amount, confirming that no impairment was required.
Further details of the assessment undertaken can be found on page 102.
Accounting policy
Computer software (purchased and developed)
Purchased software is recognised as an intangible asset at cost when acquired. Costs associated with maintaining
computer software are recognised as an expense as incurred. Costs directly attributable to internally developed
software are recognised as an intangible asset only if all of the following conditions are met:
it is technically feasible to complete the software so that it will be available for use;
management intends to complete the software and use it;
there is an ability to use the software;
it can be demonstrated how the software will generate probable future economic benefits;
adequate technical, financial and other resources to complete the development and to use the software are
available; and
the expenditure attributable to the software during its development can be reliably measured. Where the
above conditions are not met, costs are expensed as incurred.
Costs which have been recognised as an asset are amortised on a straight-line basis over the asset’s estimated
useful life from the point at which the asset is ready to use.
Trademarks and trading licences
Trademarks and trading licences that are separately acquired are capitalised at cost and those acquired from a
business combination are capitalised at the fair value at the date of acquisition.
Client relationships
The fair value attributable to client relationships acquired through a business combination is included as an
intangible asset and amortised over the estimated useful life on a straight-line basis. The fair value of client
relationships is calculated at the date of acquisition on the basis of the expected future cash flows to be generated
from that asset. Separate values are not attributed to internally generated client relationships.
Intangible assets are amortised on a straight-line basis within the income statement using the following useful
economic lives:
Item Amortisation policy
Computer software (purchased and developed) 3–10 years or life of licence
Trademarks and trading licences 10–20 years
Client relationships 10–14 years
Useful lives are also examined on an annual basis and adjustments, where applicable, are made on a prospective
basis. Assets under development are transferred to the relevant intangible asset class and amortised over
their useful life from the point at which the asset is ready to use. At each reporting date, all intangible assets are
reviewed for indicators of impairment. Assets under development are tested for impairment annually.
Cryptocurrency assets held as intangible assets
The Group holds cryptocurrency assets that are not held for sale in the ordinary course of business and therefore
are measured in accordance with IAS 38 “Intangible Assets”. The assets are originally recognised at cost and
are subsequently remeasured at cost under the cost method. These cryptocurrency assets, subject to periodic
review, are considered to have indefinite lives and as such are not subject to amortisation. The assets are tested
for impairment on a periodic basis with any impairment being recognised in the Consolidated Income Statement.
100 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Notes to the consolidated financial statements continued
For the year ended 31 March 2025
12. Intangible assets continued
Computer Trademarks and Customer Cryptocurrency Assets under
Goodwill software trading licences relationships assets development Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Cost
1 April 2023
11,500
143,991
1,046
16,495
7,707
180,739
Additions
338
200
11,706
12,244
Transfers
9,671
(9,671)
Disposals
(1,730)
(1,730)
Foreign currency translation
(1,222)
(27)
(790)
(235)
(2, 274)
31 March 2024
11,500
151,048
1,019
15,705
200
9,507
188,979
Additions
131
5,942
6,073
Transfers
6,170
(6,170)
Disposals
(11,500)
(89,007)
(12)
(100,519)
Foreign currency translation
(1,628)
(35)
(987)
(298)
(2,948)
31 March 2025
66,714
972
14,718
200
8,981
91,585
Accumulated amortisation and impairment
1 April 2023
(11,500)
(129,304)
(914)
(3,679)
(145,397)
Charge for the year
(3,953)
(34)
(1,456)
(5,443)
Impairment
(9,161)
(3,161)
(12,322)
Disposals
1,730
1,730
Foreign currency translation
1,137
25
197
1,359
31 March 2024
(11,500)
(139,551)
(923)
(4,938)
(3,161)
(160,073)
Charge for the year
(2,794)
(34)
(1,422)
(4,250)
Impairment
(23)
(459)
(482)
Disposals
11,500
88,916
12
100,428
Foreign currency translation
1,414
33
387
1,834
31 March 2025
(52,015)
(912)
(5,973)
(23)
(3,620)
(62,543)
Carrying amount
31 March 2024
11,497
96
10,767
200
6,346
28,906
31 March 2025
14,699
60
8,745
177
5,361
29,042
Strategic report Governance Financial statements Shareholder information
101 – CMC Markets plc – Annual Report and Financial Statements 2025
12. Intangible assets continued
Disposals
The disposals during in the year consisted primarily of historic software and other intangible assets that have fully
amortised, are no longer being used and are no longer providing any further economic benefits to the Group.
Research and development costs
Research and development expenses for the year totalled £695,000 (31 March 2024: £887,000).
Client relationships
Client relationships include the AUD$25 million transaction with ANZ to transition its portfolio of Share Investing
clients to CMC. As at 31 March 2025 the carrying amount of this asset was £8.7 million, with 6.5 years remaining
in its amortisation period.
Impairment of intangible assets
At 31 March 2025, impairment indicators were identified in relation to the Group’s UK Invest CGU, and an impairment
assessment was performed. No impairment loss was recognised as the recoverable amount of the CGU exceeded
its carrying value. The recoverable amount for the UK Invest CGU was determined using a VIU calculation.
During the year, management reviewed and updated the Group’s CGUs to ensure they remained aligned with how
cash flows are generated. Previously, UK Invest was included within a broader Cash Equities CGU, which also
comprised cash equities operated elsewhere in the business on the Next Generation platform (the core platform
that underpins the Group’s offering with the exception of stockbroking in Australia and Singapore). As the Group
continues to progress towards a One Account, One Platform model, management determined that the cash flows
from non-UK Invest operations were no longer sufficiently independent to support a combined CGU structure. As a
result, UK Invest was assessed as a standalone CGU, reflecting its distinct user interface, brand and operating model.
The VIU calculation is based on the Group’s Board-approved budget and forecast covering the period from
1 April 2025 to 31 March 2028, allocated to the UK Invest CGU. This forecasts reflect Management’s best estimates
of future business performance and incorporate assumptions related to the execution of the Group’s strategic
priorities, including the successful delivery of key B2B partnerships.
Forecast profitability for the CGU has been adjusted for non-cash items (such as depreciation and amortisation)
and expected capital expenditure. Cash flows beyond the three-year forecast period have been increased
over years four to ten, reflecting a gradual progression to maturity. A terminal growth rate of 2% has been applied
thereafter, consistent with long-term economic growth expectations in the UK – the sole market in which the
CGU operates. A pre-tax discount rate of 11.5% was applied in the VIU model.
The VIU calculation is most sensitive to assumptions around forecast profitability and the discount rate. For the
recoverable amount to fall below the carrying amount of either CGU, forecast profitability in the terminal year
(which is grown into perpetuity) would need to reduce by 32%, or the discount rate would need to increase to 13.4%,
when considered in isolation.
13. Property, plant and equipment
Accounting policy
Property, plant and equipment (“PPE”) is stated at cost less accumulated depreciation and any recognised
impairment loss. Cost includes the original purchase price of the asset and the costs attributable to bringing the
asset to its working condition for its intended use. Depreciation is provided on all PPE at rates calculated to write
off the cost, less estimated residual value based on prices prevailing at the balance sheet date, of each asset on
a straight-line basis over its expected useful life as follows:
Item Depreciation policy
Furniture, fixtures and equipment 5 years
Computer hardware 5 years
Leasehold improvements Life of lease
The useful lives and residual values of the assets are assessed annually and may be adjusted depending on
a number of factors. In reassessing asset lives, factors such as technological innovation, product lifecycles and
maintenance programmes are taken into account. Residual value assessments consider issues such as future
market conditions, the remaining life of the asset and projected disposal values. Consideration is also given
to the extent of current profits and losses on the disposal of similar assets.
The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the
sales proceeds and the carrying amount of the asset and is recognised in the income statement.
Right-of-use assets
Upon recognition of a lease liability (see note 22 for further details), the Group recognises a corresponding right-
of-use asset. The asset is initially measured at the amount of the lease liability, adjusted for any initial direct costs
incurred, lease incentives received or paid, and estimated restoration costs where applicable.
Right-of-use assets are depreciated on a straight-line basis over the lease term.
At each reporting date, all items of PPE, including right-of-use assets are reviewed for indicators of impairment.
102 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Notes to the consolidated financial statements continued
For the year ended 31 March 2025
13. Property, plant and equipment continued
Furniture,
Leasehold fixtures and Computer Right-of-use Construction
improvements equipment hardware asset in progress Total
£’000 £’000 £’000 £’000 £’000 £’000
Cost
1 April 2023
16,565
9,321
42,420
22,634
152
91,092
Additions
3,006
647
3,779
9,587
17,019
Transfers
89
61
(150)
Disposals
(2,769)
(117)
(514)
(1,306)
(4,706)
Foreign currency translation
(260)
(111)
(244)
(595)
(2)
(1,212)
31 March 2024
16,542
9,829
45,502
30,320
102,193
Additions
521
477
2,041
2,381
5,420
Disposals
(645)
(6,659)
(25,180)
(1,812)
(34,296)
Foreign currency translation
(316)
(129)
(306)
(691)
(1,442)
31 March 2025
16,102
3,518
22,057
30,198
71,875
Accumulated depreciation
1 April 2023
Charge for the year
(14,092)
(8,606)
(31,661)
(13,962)
(68,321)
Impairment
(1,136)
(293)
(4,163)
(4,066)
(9,658)
Disposals
2,549
116
256
601
3,522
Foreign currency translation
208
83
174
345
810
31 March 2024
(12,471)
(8,700)
(35,394)
(17,082)
(73,647)
Charge for the year
(1,307)
(389)
(3,838)
(3,747)
(9,281)
Disposals
645
6,631
25,090
1,810
34,176
Foreign currency translation
237
93
234
482
1,046
31 March 2025
(12,896)
(2,365)
(13,908)
(18,537)
(47,706)
Carrying amount
31 March 2024
4,071
1,129
10,108
13,238
28,546
31 March 2025
3,206
1,153
8,149
11,661
24,169
Disposals
The disposals during in the year consisted primarily of historic items that have fully depreciated, are no longer being
used and are no longer providing any further economic benefits to the Group.
14. Investments in associate
Accounting policy
An associate is an undertaking in which the Group has a long-term equity interest and over which it has
the power to exercise significant influence. The Group’s interest in the net assets of associates is reported
in investments in the statement of financial position and its interest in their results is included in the income
statement. Investments in associates are initially recorded at cost. Investments in associates are reviewed for
impairment whenever events or circumstances indicate that the carrying amount may not be recoverable.
As at 31 March 2025 the Group held a 33% stake in Strike X Technologies (“Strike X”), a customer-centric blockchain
solutions business operating globally, through class A shares. Strike X is incorporated in the United Kingdom and
domiciled in England and Wales under the Companies Act 2006 with its registered office at 2 Kingdom Street,
London, W2 6BD. The investments were acquired in June 2023 for a cost of £2.8 million.
Year ended 31 March
2025 2024
£’000 £’000
At 1 April
2,517
Additions
2,800
Losses for the year
(189)
(283)
Impairment charge
(2,328)
At 31 March
2,517
Due to its poor financial position and ongoing losses, an indicator of impairment was identified. Following an
impairment assessment, the Group concluded that the investments’ recoverable amount was £nil, and the full
carrying value was written down as at 31 March 2025.
The Group remains supportive of Strike X and has confidence in its technology. In May 2025, the Group increased
its holding in Strike X to 51% at no cost as part of an agreement with Strike X’s shareholders. This transaction resulted
in the Group taking control of Strike X, enabling greater integration within the Group and enhancing the ability to
leverage Strike X’s blockchain technology to build out the Group’s crypto and tokenisation solutions. Further details
can be found in note 33.
Strategic report Governance Financial statements Shareholder information
103 – CMC Markets plc – Annual Report and Financial Statements 2025
15. Financial investments
Accounting policy
Classification and Measurement
The Group classifies financial instruments as either financial assets or financial liabilities, measured at amortised
cost, fair value through other comprehensive income (“FVOCI”), or fair value through profit or loss (“FVTPL).
At initial recognition, financial instruments are measured at fair value. For assets measured at amortised cost or
FVOCI, transaction costs directly attributable to acquisition are included. Regular way purchases and sales are
recognised on the trade date.
Subsequently, cash and cash equivalents, amounts due from brokers, and trade and other receivables are
measured at amortised cost. Financial liabilities, including repurchase agreements, are also measured at
amortised cost.
Expected Credit Losses
Trade receivables are short term and do not contain a significant financing element. The Group applies the
simplified approach under IFRS 9, recognising lifetime expected credit losses from initial recognition.
A receivable is considered in default when more than 90 days past due or where there is evidence of unlikelihood
to pay without enforcement action. Amounts are written off when there is no reasonable expectation of recovery.
Any subsequent recoveries are recognised in profit or loss.
Financial Investments
Debt instruments that meet the ‘solely payments of principal and interest’ (“SPPI”) criteria and are held within a
business model to collect and sell cash flows are measured at FVOCI. These include UK government securities
and corporate bonds. Interest income is recognised in profit or loss using the effective interest method. Gains
and losses are recognised in OCI and reclassified to the income statement on derecognition.
Credit-linked notes do not meet the SPPI requirements and are measured at FVTPL, with changes in fair value
recognised in the income statement.
Equity investments are measured at FVTPL, with changes recognised in the income statement.
Expected credit losses on financial investments are recognised in the income statement. For instruments
measured at FVOCI, related impacts are also recognised in OCI.
Derecognition
Financial assets and liabilities are derecognised when the underlying contractual rights or obligations are settled,
sold, cancelled or expire.
31 March 31 March
2025 2024
£’000 £’000
Investment in debt instruments classified at FVOCI
UK government securities
17,394
16,162
Corporate bonds
41,234
34,349
Sukuk bonds
3,824
Financial assets mandatory measured at FVPL
Credit-linked notes
19,170
Unlisted equity securities
957
32
Listed equity securities
28,375
378
Total
110,954
50,921
31 March 31 March
2025 2024
£’000 £’000
Analysis of financial investments
Non-current
30,399
32
Current
80,555
50,889
Total
110,954
50,921
UK government securities
UK government securities are held for liquidity management and regulatory purposes. The effective interest
rates of UK government securities held at the year-end was 2.34% (31 March 2024: range from 2.43% to 2.61%).
The expected credit losses are immaterial as at 31 March 2025 (31 March 2024: immaterial).
Corporate and sukuk bonds
The Group’s corporate bond holdings form part of its treasury management strategy. The bonds primarily consist
of high-grade, short-term traded debt instruments. The effective interest rates of Corporate bonds held at the
year-end range from 3.46% to 8.36% (31 March 2024: 0.76% to 5.37%). The expected credit losses are immaterial
as at 31 March 2025 (31 March 2024: immaterial).
Credit-linked notes
The Group holds a portfolio of credit-linked notes. These are structured fixed income instruments that provide
exposure to the credit risk of a specific entity and from part of the Group’s treasury management strategy.
Unlisted equity securities
The Group also holds a limited number of unlisted equity investments as part of its brokerage business, primarily
consisting of shares in a structured vehicle that provides indirect exposure to common stock in Space Exploration
Technologies Corp. (SpaceX) which was acquired to support a business initiative.
104 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Notes to the consolidated financial statements continued
For the year ended 31 March 2025
15. Financial investments continued
Listed equity securities
The equity securities held as at 31 March 2025 consisted of shares acquired to hedge client positions. This included
an investment of £21.2 million in De La Rue plc, representing 9.2% of its market capitalisation. The holding was used
to fully hedge a derivative position provided to an institutional client as part of the Group’s liquidity services and, as
such, did not result in direct market exposure for the Group. The holding was fully sold post year-end.
16. Trade and other receivables
Accounting policy
Trade and other receivables are measured at amortised cost less loss allowances.
The Group recognises a loss allowance for trade receivables based on lifetime expected credit losses, estimated
using a provision matrix that considers the customer’s country and days past due. A 100 per cent loss allowance
is applied to balances over 90 days past due, reflecting historical non-recovery.
31 March 31 March
2025 2024
£’000 £’000
Current
Gross trade receivables
12,381
9,936
Less: loss allowance
(3,136)
(3,964)
Trade receivables
9,245
5,972
Prepayments
16,801
13,552
Accrued income
4,081
3,778
Stockbroking debtors
108,175
126,339
Other debtors and advances
7,540
12,415
145,842
162,056
Non-current
Other debtors
1,823
2,753
Total
147,665
164,809
Stockbroking debtors represent the amount receivable in respect of equity security transactions executed on behalf
of clients with a corresponding balance included within trade and other payables (note 20).
At 31 March 2025 the Group has lease receivables amounting to £716,000 (31 March 2024: £548,000). The Group is an
intermediate lessor on these leases and has recognised finance income of £40,000 during FY 2025 (FY 2024: £29,000).
17. Derivative financial instruments
Accounting policy
Derivative financial instruments, including index, commodity and foreign exchange contracts, are classified as fai r
value through profit or loss under IFRS 9 ‘Financial Instruments’, unless designated as accounting hedges.
Derivatives are initially recognised at fair value, with subsequent changes in fair value and settlement gains or
losses recognised in the income statement unless hedge accounting is applied.
For accounting hedges, the Group documents the relationship between hedging instruments and hedged items
at inception, along with the risk management objectives and strategy. Effectiveness is assessed both at inception
and on an ongoing basis to ensure the hedge remains highly effective.
Derivatives are categorised as follows:
Held for trading: Used to economically hedge client positions. These are measured at fair value with gains or
losses recognised in revenue.
Held for hedging: Used to manage foreign exchange risk on monetary assets, liabilities, financial commitments
or forecast transactions. Where hedge accounting is not applied, fair value changes are recognised in
operating costs.
Assets
31 March 2025
31 March 2024
Notional amount Carrying amount Notional amount Carrying amount
£m £’000 £m £’000
Held for trading
Client trading positions
291.8
24,418
394.0
31,627
Held for hedging
Foreign exchange contracts
5.8
38
Total
297.6
24,456
394.0
31,627
Liabilities
31 March 2025
31 March 2024
Notional amount Carrying amount Notional amount Carrying amount
£m £’000 £m £’000
Held for trading
Client trading positions
285.8
(11,061)
181.4
(7,074)
Equity trading positions¹
44.6
(5,099)
Total
330.4
(16,160)
181.4
(7,074)
1. Positions used to hedge client equity CFD exposures, which remained open at year end as part of the Groups risk management strategy.
Strategic report Governance Financial statements Shareholder information
105 – CMC Markets plc – Annual Report and Financial Statements 2025
18. Other assets
Critical accounting judgements
Accounting for cryptocurrencies (FY 2024 only)
As at 31 March 2024, the Group held £12,258,000 of cryptocurrency assets and rights to cryptocurrency assets
on its statement of financial position. These were used for hedging purposes and held for sale in the ordinary
course of business. Management exercised judgement in applying the measurement principles of IFRS 13 Fair
Value Measurement in accounting for these assets. They were presented as ‘Other assets’ on the Condensed
statement of financial position. By 31 March 2025, the Group’s holdings of these assets had reduced to £10,000.
Separately, the Group recognised £177,000 of cryptocurrency assets at 31 March 2025 (31 March 2024:
£200,000) which were not held for sale in the ordinary course of business. A judgement was made to apply
the measurement principles of IAS 38 ‘Intangible Assets’ in accounting for these holdings. These assets are
presented within ‘Intangible assets’ on the statement of financial position.
Given the immaterial balance at 31 March 2025, this is considered a critical accounting judgement for the prior
year comparative period only.
31 March 31 March
2025 2024
£’000 £’000
Exchange
10
10,382
Vaults
1,876
Total
10
12,258
Other assets are cryptocurrencies, which are owned and controlled by the Group for the purpose of hedging the
Group’s exposure to clients’ cryptocurrency trading positions.
As presented above, the Group holds cryptocurrencies on exchange and in vault. Cryptocurrencies held on vaults
are held in a wallet that has additional security features. Other assets are measured at fair value less costs to sell,
which cryptocurrencies is based on the market price of these instruments as at the balance sheet date. During the
year the Group disposed of the majority of its cryptocurrencies as part of its revised hedging approach.
19. Cash and cash equivalents
Accounting policy
Cash and cash equivalents include cash at bank, short-term deposits and highly liquid investments such as
money market funds with original maturities of three months or less and are subject to an insignificant risk of
changes in value and are held to meet short-term cash commitments.
31 March 31 March
2025 2024
£’000 £’000
Cash at bank and within money market funds
247,665
160,300
Total
247,665
160,300
The expected credit loss held against cash and cash equivalents as at 31 March 2025 was immaterial
(31 March 2024: immaterial).
Movements in net assets
Foreign
New and exchange
1 April 2023 Cash flow modified lease adjustments 31 March 2024
£’000 £’000 £’000 £’000 £’000
Lease liabilities
(11,818)
5,531
(10,960)
332
(16,915)
Total liabilities from financing activities
(11,818)
5,531
(10,960)
332
(16,915)
Cash and cash equivalents
146,218
17, 506
(3,424)
160,300
Net cash
134,400
23,037
(10,960)
(3,092)
143,385
Foreign
New and exchange
modified and other 31 March
1 April 2024 Cash flow lease adjustments 2025
£’000 £’000 £’000 £’000 £’000
Lease liabilities
(16,915)
5,058
(2,721)
236
(14,342)
Obligations under repurchase agreements
(7,453)
(4)
(7,457)
Total liabilities from financing activities
(16,915)
(2,395)
(2,721)
232
(21,799)
Cash and cash equivalents
160,300
92,688
(5,323)
247,665
Net cash
143,385
90,293
(2,721)
(5,091)
225,866
All cash and cash equivalent balances recognised on the balance sheet as at 31 March 2025 are available for use by
the Group. The Group held £694.9 million of segregated client money balances as at 31 March 2025 (31 March 2024:
£542.0 million), which are off balance sheet. The Group segregates all money and assets held on behalf of clients, in
accordance with applicable client money regulations in the jurisdictions in which it operates, with the exception of a
small number of clients who have entered into Title Transfer Collateral Arrangements (TTCAs) with the firm.
106 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Notes to the consolidated financial statements continued
For the year ended 31 March 2025
20. Trade and other payables
31 March 31 March
2025 2024
£’000 £’000
Current
Client payables
117,740
119,591
Tax and social security
502
759
Stockbroking creditors
99,629
116,029
Accruals and other creditors
35,710
36,432
253,581
272,811
Non-current
Other creditors
4
Total
253,585
272,811
Stockbroking creditors represent the amount payable in respect of equity and securities transactions executed on
behalf of clients with a corresponding balance included within trade and other receivables (note 16).
Bank loans
In March 2025, the syndicated revolving credit facility was renewed at a level of £55.0 million (31 March 2024:
£55.0 million) where £27.5 million had a maturity date of March 2026 and £27.5 million had a maturity date of
March 2028. This facility can only be used to meet broker margin requirements of the Group. The rate of interest
payable on any loans is the aggregate of the applicable margin and SONIA. Other fees such as commitment fees,
legal fees and arrangement fees are also payable on this facility.
No amount was outstanding on this facility at 31 March 2025 (31 March 2024: £nil).
21. Obligations under repurchase agreements
Accounting policy
Obligations under repurchase agreements are treated as collateralised borrowings and measured at amortised
cost. The securities sold remain on the balance sheet, with a corresponding liability recognised for the cash
received. The difference between the sale and repurchase price is recognised as interest expense over the term
of the agreement using the effective interest method.
The fair values of repurchase agreements approximate their carrying amounts, as the balances are either
short-dated or subject to variable rates that align with current market rates. The Group pledges assets for
repurchase agreements which are generally conducted under terms that are usual and customary for standard
securitised borrowing contracts. The fair value of the collateral provided under these agreements at 31 March 2025
was £8.7 million (31 March 2024: n/a).
22. Lease liabilities
Accounting policy
At the inception of a contract, the Group assesses whether the contract contains a lease.
At the commencement of a lease, the Group recognises a lease liability and a corresponding right-of-use asset
(see note 13 for further details). The lease liability is initially measured at the present value of the remaining lease
payments, discounted using the Group’s incremental borrowing rate if the rate implicit in the lease is not readily
available. The right-of-use asset is initially measured at the amount of the lease liability, adjusted for any upfront
payments, direct costs and restoration obligations, less any lease incentives received.
The lease liability is subsequently remeasured when there are changes to future lease payments or to
the assessment of extension, termination or purchase options. When such a remeasurement occurs, a
corresponding adjustment is made to the right-of-use asset.
Where the Group is reasonably certain to exercise a break option, only the lease payments up to the break date
are included in the lease liability.
The Group has elected not to recognise lease liabilities and right-of-use assets for leases with a term of 12 months
or less, or for leases of low-value assets (defined as items with a value of less than £5,000). For these leases,
payments are recognised as an expense in the income statement on a straight-line basis over the lease term.
As an intermediate lessor, the Group accounts for head leases and sub-leases separately. Sub-leases of vehicles
are classified as finance leases, with lease receivables recognised at the net investment value. Finance income is
recognised to produce a constant rate of return over the lease term.
The Group leases several assets including leasehold properties and computer hardware to meet its operational
business requirements. The average lease term is 2.3 years (31 March 2024: 2.8 years).
Strategic report Governance Financial statements Shareholder information
107 – CMC Markets plc – Annual Report and Financial Statements 2025
22. Lease liabilities continued
The movements in lease liabilities during the year were as follows:
Year ended 31 March
2025 2024
£’000 £’000
At 1 April
16,915
11,818
Additions/modifications of new leases during the year
2,721
10,960
Interest expense
1,102
966
Lease payments made during the year
(6,160)
(6,497)
Foreign currency translation
(236)
(322)
At 31 March
14,342
16,915
31 March 31 March
2025 2024
£’000 £’000
Analysis of lease liabilities
Non-current
11,233
12,000
Current
3,109
4,915
Total
14,342
16,915
The lease payments for FY 2025 relating to short-term leases amounted to £607,000(FY 2024: £732,000).
Refer to note 28 for maturity analysis of lease liabilities.
23. Provisions
Key sources of estimation uncertainty
Measurement of customer remediation provision
The Group has recognised a provision of AUD 8.8 million (£4.3 million) in relation to a proposed remediation
programme arising from historic margin discounting practices in one of the Group’s operating entities in Australia,
following engagement with the Australian Securities and Investments Commission (ASIC). The provision covers
direct client remediation (including holding costs, spreads and commissions on impacted trading activity), as well
as forgone interest.
There is estimation uncertainty associated with both the amount and timing of the final remediation payments,
given the engagement with ASIC is ongoing. While the remediation methodology has been finalised and an
updated remediation proposal was submitted to ASIC in May 2025, the outcome remains subject to further ASIC
feedback. The provision represents the Group’s best estimate of the total expected outflow based on information
available at the reporting date.
Restructuring Property
costs related Other Tota l
£’000 £’000 £’000 £’000
At 1 April 2023
2,346
556
2,902
Additional provision
2,186
16
1,646
3,848
Utilisation of provision
(407)
(407)
Unutilised provisions reversed
(1,955)
(157)
(2,112)
Currency translation
(21)
(16)
(37)
At 31 March 2024
2,186
386
1,622
4,194
Additional provision
1,025
108
4,434
5,567
Utilisation of provision
(2,186)
(56)
(47)
(2,289)
Unutilised provisions reversed
(73)
(1,566)
(1,639)
Currency translation
(16)
(186)
(202)
At 31 March 2025
1,025
349
4,257
5,631
Restructuring provision
The restructuring provision relates to redundancies and exits announced in FY 2025 and is expected to be fully
utilised in FY 2026. The provision in place as at 31 March 2024 was fully utilised during the year following the
departure of the affected colleagues.
Property related provisions
The property-related provisions include dilapidation provisions. Dilapidation provisions have been capitalised as part
of cost of ROU assets and are amortised over the term of the lease. These dilapidation provisions are utilised as and
when the Group vacates a property and expenditure is incurred to restore the property to its original condition.
108 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Notes to the consolidated financial statements continued
For the year ended 31 March 2025
23. Provisions continued
Other provisions
Other provisions include an amount in respect of customer remediation in Australia, following an industry-wide
regulatory review into margin netting. This provision is expected to be fully utilised in FY 2026, with affected customer
accounts credited accordingly.
31 March 31 March
2025 2024
£’000 £’000
Analysis of provisions
Non-current
241
257
Current
5,390
3,937
Total
5,631
4,194
24. Share capital
31 March 31 March
2025 2024
Authorised
Ordinary Shares of 25p
400,000,000
400,000,000
Allotted, issued and fully paid
Ordinary Shares of 25p
279,815,463
279,815,463
Deferred Shares of 25p
2,478,086
2,478,086
Total
282,293,549
282,293,549
31 March 31 March
2025 2024
£’000 £’000
Authorised
Ordinary Shares of 25p
100,000
100,000
Allotted, issued and fully paid
Ordinary Shares of 25p
69,953
69,953
Deferred Shares of 25p
620
620
Total
70,573
70,573
Share class rights
The Company has two classes of shares, Ordinary and Deferred, neither of which carries a right to fixed income.
Deferred Shares have no voting or dividend rights. In the event of a winding-up, Ordinary Shares shall be repaid at
nominal value plus £500,000 each in priority to Deferred Shares.
25. Own shares held in trust
Number
£’000
Ordinary Shares of 25p
At 1 April 2023
705,767
1,509
Acquisition
1,046,565
1,788
Utilisation
(328,336)
(708)
At 31 March 2024
1,423,996
2,589
Acquisition
6,156,211
15,001
Utilisation
(252,550)
(543)
At 31 March 2025
7,327,657
17,047
At the AGM held on 25 July 2024, the shareholders authorised the Company to purchase its own shares up to a
maximum number of 27,981,546. The authority is due to expire at the end of the next annual general meeting of the
Company or at the close of business on 24 September 2025, whichever is the earlier.
The shares are held by various EBTs for the purpose of encouraging or facilitating the holding of shares in the
Company for the benefit of employees and the trustees will apply the whole or part of the trust’s funds to facilitate
dealing in shares by such beneficiaries. The maximum number of own shares held at any time by the Group
was 7,327,657 (FY 2024: 1,423,996). At 31 March 2025, Ordinary Shares held in trust represent 2.62% (31 March
2024:0.51%) of the called up share capital of the Company.
Strategic report Governance Financial statements Shareholder information
109 – CMC Markets plc – Annual Report and Financial Statements 2025
26. Other reserves
Net investment
Translation hedging FVOCI
reserve reserve reserve Merger reserve Total
£’000 £’000 £’000 £’000 £’000
At 1 April 2023
6,304
(8,748)
(291)
(47,800)
(50,535)
Currency translation differences
(5,285)
(5,285)
Gains recycled from equity to income
statement
237
237
Losses on financial investments at FVOCI
144
144
At 31 March 2024
1,256
(8,748)
(147)
(47,800)
(55,439)
Currency translation differences
(6,772)
(6,772)
Losses on financial investments at FVOCI
35
35
At 31 March 2025
(5,516)
(8,748)
(112)
(47,800)
(62,176)
Translation reserve
The translation reserve is comprised of translation differences on foreign currency net investments held.
Net investment hedging reserve
The net investment hedging reserve is used to recognise the gains and losses on instruments employed to hedge
the Group’s overseas net investments against translation risk, which arises from changes in reserves due to
fluctuations in currency exchange rates. Although the net investment hedge programme was closed at the end
of April 2022, the Group continues to monitor balance sheet translation risk and, where necessary, may mitigate
potential volatility in its financial position through either a new net investment hedge or an alternative strategy.
FVOCI reserve
The Group holds certain UK government securities, corporate and sukuk bonds at FVOCI. Unrealised gains and
losses arising from changes in the fair value of these financial assets are recognised in the FVOCI reserve.
Merger reserve
The merger reserve arose following a corporate restructure in 2006 when a new holding company, CMC Markets
plc, was created to bring all CMC companies into the same corporate structure. The merger reserve represents the
difference between the nominal value of the holding company’s share capital and that of the acquired companies.
27. Cash generated from operations
Year ended 31 March
2025 2024
£’000 £’000
Cash flows from operating activities
Profit before taxation
84,454
63,333
Adjustments for:
Interest income
(18,531)
(11,246)
Income on client funds
(23,957)
(23,797)
Finance costs
2,590
1,951
Depreciation
9,281
9,658
Amortisation and impairment of intangible assets
4,732
17,765
Impairment of investments in associate
2,328
Research and development tax credit
(566)
(497)
Share of results of associate
189
283
Loss on disposal of property, plant and equipment
202
479
Other non-cash movements including exchange rate movements
(4)
(187)
Share-based payment
3,583
2,092
Fair value losses on financial investments at FVTPL
53
Changes in working capital
Decrease/(Increase) in trade and other receivables
18,092
(31,181)
Decrease/(Increase) in amounts due from/due to brokers
94,129
(42,673)
Decrease/(Increase) in other assets
12,248
(10, 274)
Increase in financial investments held for trading
(28,952)
(Increase)/decrease in trade and other payables
(19,226)
90,520
Decrease/(Increase) in net derivative financial instruments
16,257
(12,355)
Increase in provisions
1,531
3,268
Cash generated from operations
158,433
57,139
110 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Notes to the consolidated financial statements continued
For the year ended 31 March 2025
28. Financial instruments
31 March 2025
31 March 2024
FVOCI FVPL Amortised cost Total FVOCI FVPL Amortised cost Tota l
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Financial assets
Cash and cash equivalents
247,665
247,665
160,300
160,300
Financial investments
62,452
48,502
110,954
50,511
410
50,921
Amounts due from brokers
140,010
140,010
228,882
228,882
Derivative financial instruments
24,456
24,456
31,627
31,627
Trade and other receivables excluding non-financial assets
130,148
130,148
150,709
150,709
Total
62,452
72,958
517,823
653,233
50,511
32,037
539,891
622,439
Financial liabilities
Obligations under repurchase agreements
(7,457)
(7,457)
Trade and other payables excluding non-financial liabilities
(253,083)
(253,083)
(272,052)
(272,052 )
Amounts due to brokers
(12,239)
(12,239)
(6,982)
(6,982 )
Derivative financial instruments
(16,160)
(16,160)
(7,074)
(7,074 )
Lease liabilities
(14,342)
(14,342)
(16,915)
(16,915 )
Total
(16,160)
(287,121)
(303,281)
(7,074)
(295,949)
(303,023 )
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, short-term deposits, and money market funds. These are highly liquid investments that are readily convertible to known amounts of cash with an insignificant risk of value changes.
Further details can be found in note 19.
Financial investments
Financial investments comprise holdings in government and corporate bonds, listed and unlisted equity securities and credit-linked notes. These are held for liquidity, strategic or yield purposes. Further details can be found in note 15.
Amounts due from/to brokers
These balances include funds placed with hedging counterparties, including collateral posted to meet margin requirements. Profits or losses on open positions are recognised as derivative financial instruments where IAS 32 offsetting
criteria are not met.
Derivative financial instruments
Consists of the fair value of open client positions and related hedging instruments, including CFDs, spread bets and other derivative contracts. Further details can be found in note 17.
Trade and other receivables
Trade receivables include amounts due from clients and stockbroking settlement balances. Further details can be found in note 16.
Obligations under repurchase agreements
Represents cash received under repurchase agreements secured against financial instruments that remain on the Group’s balance sheet.
Trade and other payables
Includes amounts payable to clients, unsettled stockbroking trades, accrued expenses and other liabilities arising in the ordinary course of business. Further details can be found in note 20.
Lease liabilities
Represents the Group’s obligations under lease contracts for office premises and other leased assets, including any extension or renewal options that are reasonably certain to be exercised. Further details can be found in note 22.
Strategic report Governance Financial statements Shareholder information
111 – CMC Markets plc – Annual Report and Financial Statements 2025
28. Financial instruments continued
Offsetting financial instruments
The Group enters into various collateral arrangements with its counterparties. These agreements provide the Group with the right, in the ordinary course of business and/or in the event of a counterparty default (such as bankruptcy or a
counterparty’s failure to pay or perform), to net a counterpartys rights and obligations under such agreement and, in the event of counterparty default, set off collateral held by the Group against the net amount owed by the counterparty.
The following financial assets and liabilities have been offset and are subject to enforceable netting agreements:
31 March 2025
31 March 2024
Amounts reported Collateral (received)/paid Net exposure Amounts reported Collateral (received)/paid Net exposure
£’000 £’000 £’000 £’000 £’000 £’000
Financial assets
Derivative financial instruments
24,456
(24,456)
31,627
(31,627)
Total financial assets
24,456
(24,456)
31,627
(31,627)
Financial liabilities
Obligations under repurchase agreements
(7,457)
7,457
Derivative financial instruments
(16,160)
5,099
(11,061)
(7,074)
(7,074)
Total financial liabilities
(23,617)
12,556
(11,061)
(7,074)
(7,074)
Prior year comparative information has been represented to conform to the current year presentation.
Fair value estimation
IFRS 13 “Fair Value Measurement” requires the Group to classify its financial assets and liabilities according to a hierarchy that reflects the observability of significant market inputs. The three levels of the fair value hierarchy are:
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); or
Level 3 – inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
31 March 2025
31 March 2024
Carrying value Level 1 Level 2 Level 3 Total fair value Carrying value Level 1 Level 2 Level 3 Total fair value
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Financial assets
Financial investments
110,954
45,768
64,228
958
110,954
50,921
50,889
32
50,921
Derivative financial instruments
24,456
24,456
24,456
31,627
31,627
31,627
Total financial assets
135,410
45,768
88,684
958
135,410
82,548
50,889
31,627
32
82,548
Financial liabilities
Derivative financial instruments
(16,160)
(16,160)
(16,160)
(7,074)
(7,074)
(7,074)
Total financial liabilities
(16,160)
(16,160)
(16,160)
(7,074)
(7,074)
(7,074)
112 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Notes to the consolidated financial statements continued
For the year ended 31 March 2025
28. Financial instruments continued
Valuation techniques
There have been no changes to the fair value hierarchy or valuation techniques for any of the Group’s financial
instruments held at fair value in the year. During the year, there were no transfers between levels (FY 2024: none).
Specific valuation techniques used to value Level 2 and Level 3 financial instruments include:
Corporate bonds
Corporate bonds held by the Group are valued using market prices sourced from independent pricing services.
These prices reflect recent trading activity but are classified as Level 2 due to the lower volume and frequency of
observable market transactions.
Credit-linked notes
Credit-linked notes are valued based on market prices obtained from independent pricing services. As these prices
are not from actively traded markets but rely on observable inputs, they are also classified as Level 2 instruments.
Unlisted equity investments
The financial investments categorised as Level 3 mostly consist of an unlisted equity investment the Group holds
in a structured vehicle that provides indirect exposure to common stock in Space Exploration Technologies Corp.
(SpaceX). The investment is classified as a Level 3 instrument within the IFRS 13 fair value hierarchy due to the
absence of quoted market prices and the use of significant unobservable inputs in the valuation. A discount for lack
of marketability of 20% has been applied to reflect the illiquidity of the underlying shares.
As at 31 December 2024, SpaceX completed a secondary share sale at $185 per share, implying a post-money
valuation of approximately $350 billion. The vehicle’s underlying holding comprises common stock that is pari passu
with those transacted in the secondary round, and the transaction has been used as the primary input for the fair
value assessment at year end.
The fair value of the Group’s investment at the reporting date was £1.0 million. A 10% change in the underlying
valuation of SpaceX would result in a corresponding change in fair value of approximately £0.9 million.
Derivative financial instruments
The fair value of derivative financial assets and liabilities is determined using quoted market prices or dealer
quotes for similar instruments. The fair value of forward foreign exchange contracts is calculated using quoted
forward exchange rates at the balance sheet date, with the resulting amount discounted back to present value.
These instruments are classified within Level 2 of the fair value hierarchy, as inputs other than quoted prices
are observable for the asset or liability, either directly or indirectly.
Reconciliation of Level 3 Fair Value Measurements
The following table provides a reconciliation of movements in fair value measurements categorised within Level 3
of the fair value hierarchy for each class of assets:
Unlisted equity investments
Year ended 31 March
2025 2024
£’000 £’000
At 1 April
32
34
Purchases
795
Gains recognised in profit or loss
131
Foreign currency translation
(2)
At 31 March
958
32
Strategic report Governance Financial statements Shareholder information
113 – CMC Markets plc – Annual Report and Financial Statements 2025
29. Financial risk management
The Group’s business activities expose it to various financial risks, primarily market risk, credit risk and liquidity risk,
arising from the financial instruments it holds.
Risk management approach
The Board recognises that it cannot eliminate all risks but is committed to ensuring they are managed to an
acceptable level through effective risk management. The Board is responsible for defining and communicating the
Group’s risk appetite, implementing an appropriate risk strategy, establishing and maintaining effective systems and
controls, and monitoring adherence to Group policies.
The Group follows a structured five-step risk management process: risk identification, risk assessment, risk
management, risk reporting, and risk monitoring. This approach is governed by the Board-approved Risk Appetite
Statement and Risk Management Framework.
The Board sets the overall strategy and policies for managing risk and delegates oversight to various committees,
including the Executive Risk Committee, which reports to the Group Risk Committee.
As part of its regulatory obligations, the Group conducts an annual Internal Capital and Risk Assessment (ICARA)
process in line with FCA requirements. This process determines the minimum level of capital and liquid resources
that must be maintained at all times. It also encompasses the identification, monitoring, and mitigation of potential
harms, business model planning and forecasting, recovery and wind-down planning, and the assessment of
financial resource adequacy.
Further details on how these risks are managed, including the Group’s risk appetites are provided in the Risk
Management section on pages 20 to 24.
Market risk
Market risk is defined as the risk that the value of our residual portfolio will decrease due to the change in market risk
factors. The three standard market risk factors are price moves, interest rates and foreign exchange rates.
Mitigation of market risk
The Group employs several mechanisms to reduce revenue volatility and protect against market shocks:
Natural aggregation
The Group acts as a market maker in over 10,000 cross-asset class instruments, including equities, equity indices,
commodities, treasuries, foreign exchange and cryptocurrencies. Due to the high level of notional turnover, there
is significant internal risk crossing and natural aggregation across instruments and asset classes. This reduces the
concentration risk associated with any single instrument within the portfolio, leading to a significant reduction in
the Group’s net market risk exposure.
Hedging
The Group primarily acts as a market maker in linear, highly liquid financial instruments, allowing it to neutralise
market risk efficiently through prime broker arrangements. To avoid over-reliance, the Group targets at least two
prime brokers per asset class. During the year, a revised market risk appetite was implemented, increasing overall
risk tolerance following a detailed review. Under this updated framework, the Group continues to benefit from
natural hedging, with external hedging applied more selectively to specific asset classes or exposures outside
defined limits.
Customer limits
For instruments where there is no equivalent underlying market (e.g. Countdowns) the Group controls its risk
through setting prudent position/exposure limits. This is further augmented by dealer monitoring and intervention,
which can take the form of restricting the size offered or, if deemed necessary, restricting the clients’ ability to take
a position in an instrument.
Market risk limits
Market risk exposures are managed in line with the Group’s Risk Appetite Statement and Risk Management
Framework. The Group ensures that capital resources are sufficient to meet market risk capital requirements while
remaining within defined risk appetite levels. This is achieved through notional position limits set at the instrument
and asset class levels, alongside overarching capital-based limits.
Client exposures can fluctuate significantly over short periods, influenced by market conditions. The Group’s Own
Funds Requirement (“OFR”) is calculated under the Investment Firms Prudential Regime (“IFPR”), with market risk
OFR increasing year-on-year while remaining within Board-approved risk appetite.
The following table summarises the market risk OFR by asset class:
31 March 31 March
2025 2024
£’000 £’000
Asset class
Consolidated equities
45,338
41,367
Commodities
19,664
10,545
Fixed income
6,175
2,613
Foreign exchange
39,703
26,182
Cryptocurrencies
5,112
699
Total
115,991
81,406
Market price risk – stress testing
The Group conducts daily market price risk stress testing to quantify potential losses from adverse market moves
on residual exposure. This exposure accounts for all client products, factoring in hedging undertaken as part of the
Group’s risk management strategy.
Risk measurement techniques include Value at Risk (“VaR”), Expected Shortfall (“ES”), and Stress Testing models.
The models assess likely and probable scenarios alongside extreme stress tests simulating low-probability,
high-severity events.
The VaR model, performed at the end of each trading day, applies a one-day holding period with a 99% confidence
interval and a 12-month lookback period. An additional severe stress scenario is conducted based on the maximum
observed daily price movements within the lookback period.
For asset classes with high intraday turnover, stress testing is also performed on the largest positions held during
the trading session. The VaR model does not assume any risk mitigation actions, such as intraday hedging, and
stress factors are regularly reviewed to ensure recent volatility trends are captured.
114 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Notes to the consolidated financial statements continued
For the year ended 31 March 2025
29. Financial risk management continued
Market price risk – stress testing continued
The table below presents the end-of-day VaR model results:
31 March 31 March
2025 2024
£’000 £’000
Market risk
(22,470)
(10,778)
Foreign exchange risk is the risk that the Group’s results are impacted by movements in foreign exchange rates.
CMC is exposed to foreign exchange risk in the form of transaction and translation exposure.
Transaction exposure is from holdings of cash and other current assets and liabilities in a currency other than the
base currency of the entity. This risk is hedged each month by the treasury team according to a policy based on
a cap and floor model, with gains/losses recognised in the income statement. Any foreign exchange transaction
exposures are hedged in accordance with the Group Foreign Exchange Hedging Policy. Given the effectiveness
of the hedging programme (income statement impact in year ended 31 March 2025: gain of £92,000 (FY 2024: loss
of £1,033,000), no sensitivity analysis has been performed. The instruments used for economically hedging foreign
exchange risk are derivative financial instruments and are reported as described in note 17.
Translation exposure occurs when the net assets of an entity are denominated in a foreign currency other than GBP,
when the statement of financial position is prepared.
Non-trading book interest rate risk
Interest rate risk arises when changes in floating rates impact interest income on segregated client and own funds or
increase the cost of liabilities. The Group’s exposure includes income from segregated client funds, charges on client
balances exceeding predefined thresholds, credit market exposure through fixed income investments and liquidity
money market funds, and valuation changes in fixed-rate UK government securities.
The Group optimises its cash position to manage exposure to interest rates effectively. Sensitivity analysis assesses
potential impacts from a 1.00% movement in floating rates.
31 March 2025
31 March 2024
Absolute Absolute Absolute Absolute
increase decrease increase decrease
£’000 £’000 £’000 £’000
Impact of 1.00% change
Profit after tax
5,571
(6,956)
4,232
(5,287)
Equity
5,571
(6,956)
4,232
(5,287)
Credit risk
Credit risk arises from counterparty failure to meet obligations, divided into financial institution credit risk and client
counterparty risk.
Financial institution credit risk
The Group maintains relationships with multiple counterparties that provide prime brokerage and banking services,
including cash accounts, foreign exchange trading, credit facilities, and custodian services. Financial institution (FI)
credit risk arises when a counterparty fails to meet its obligations, potentially leading to financial losses.
This risk can materialise in several ways. If an FI acting as a bank or broker fails, the Group may be unable to access
funds held in its accounts. In the case of a prime broker default, the Group risks losing any unrealised profits and may
need to re-hedge at a different broker, potentially at a less favourable price. For cryptocurrency counterparties, a
default could result in the loss of physical assets.
Mitigation of financial institution credit risk
To minimise potential losses, the Group actively manages its exposure to counterparties. Where possible,
it maintains a diverse range of relationships to avoid over-reliance on any single FI, as outlined in the Group
Counterparty Concentration Risk Policy. Counterparty creditworthiness is continuously monitored, with formal
reviews conducted at least annually in accordance with the Group Hedge Counterparty Selection Policy.
The Group has implemented an internal stress-testing model, based on regulatory methodologies, to measure
exposure to credit risk. This model incorporates credit ratings to estimate the probability of default for each
counterparty. Contractual protections, such as the “close-out netting” provisions in International Swaps and
Derivatives Association and broker agreements, further mitigate potential losses by allowing transactions to be
terminated and netted in the event of a default.
Credit and counterparty risk limits are set within the Group’s policies. These limits determine the maximum balances
that can be held with rated and unrated FIs, as well as cryptocurrency counterparties. Liquidity Risk Management
continuously monitors credit quality using multiple indicators, including ratings from Standard & Poor’s, Moody’s
and Fitch, credit default swap (CDS) spreads, share price movements, and performance against relevant indices.
The Group transacts exclusively with investment-grade rated FIs, with one exception where exposure is limited.
No specific minimum credit rating threshold is imposed, as the number of suitable counterparties is limited,
and strict rating criteria could unnecessarily constrain the Group’s ability to operate. Instead, negative rating actions
and significant widening in CDS spreads are assessed on a case-by-case basis. If a counterparty’s rating falls below
investment grade, the Executive Risk Committee evaluates the situation and considers actions such as reducing
exposure, withdrawing cash balances daily, reallocating hedge trading to another broker, or ceasing commercial
activity with the counterparty.
Strategic report Governance Financial statements Shareholder information
115 – CMC Markets plc – Annual Report and Financial Statements 2025
29. Financial risk management continued
Credit risk continued
Mitigation of financial institution credit risk continued
The following table presents the Group’s exposure to credit institutions based on their long-term credit ratings:
31 March 2025
Cash and Net derivative
cash Amounts due Other Financial financial
equivalents from brokers assets investments instruments Total
£’000 £’000 £’000 £’000 £’000 £’000
AA+ to AA-
97,580
505
38
98,123
A+ to A-
6,875
89,158
5,774
101,807
BBB+ to BBB-
120,660
39,088
26,260
(5,099)
180,909
Unrated
22,549
11,260
10
78,920
13,356
126,096
Total
247,665
140,010
10
110,954
8,296
506,935
31 March 2024
Cash and Net derivative
cash Amounts due Other Financial financial
equivalents from brokers assets investments instruments Total
£’000 £’000 £’000 £’000 £’000 £’000
AA+ to AA-
32,841
3
16,162
49,006
A+ to A-
30,535
131,631
162,166
BBB+ to BBB-
60,897
84,042
29,305
174 , 245
Unrated
36,027
13,206
12,258
5,453
24,553
91,497
Total
160,300
228,882
12,258
50,921
24,553
476,914
Prior year comparative information has been represented to conform to the current year presentation.
Client counterparty risk
The Group’s CFD, spread betting and OTC options business operate on a real-time mark-to-market basis, requiring
clients to maintain collateral against open positions. Profits and losses are credited and debited to client accounts
automatically. Given the nature of leveraged products, clients may incur losses exceeding their deposited funds.
Client counterparty risk arises when a client defaults on obligations to the Group, typically occurring in cases of
extreme market movements where losses exceed available collateral. Since the Group does not generally extend
credit to retail clients and has a robust liquidation process, counterparty risk is largely limited to situations where
instruments experience sudden price gaps.
For clients with “negative balance protection” accounts, counterparty risk is eliminated as losses are capped at
the account balance. The Group also provides stockbroking services in the UK, Singapore, and Australia, where it
acts as a designated clearing broker. In stockbroking, counterparty risk primarily arises from settlement processes.
If a client or counterparty fails to fulfil its obligations, such as delivering the underlying stock or contract value, the
Group is exposed to settlement risk. However, the majority of client orders are vetted at the point of execution,
minimising exposure.
Mitigation of client counterparty risk
To manage this risk, the Group employs a liquidation process that automatically closes a client’s open positions
if their total equity falls below a predefined percentage of required margin. Additional pre-emptive measures are
in place to restrict trading when a clients free equity turns negative, triggering a notification for the client to review
their account.
The tiered margin system, requires higher margin rates for riskier positions, considering factors such as size
relative to underlying turnover, market volatility, and the Group’s risk appetite. Position limits are also imposed at the
instrument and client level, controlling the total exposure to a single instrument, asset class, or underlying market.
For foreign exchange trading, client limits are based on Net Open Position, capping overall currency exposure.
The Group conducts daily client counterparty risk stress testing using an internally developed model to assess
exposure under different severity scenarios. These include extreme market events to evaluate potential losses in
low-probability, high-impact situations.
Client receivables history
Expected credit losses for amounts due from clients are determined based on historical data and forward-looking
factors. The total loss allowance reversed for the year was £422,000(FY 2024: provided £190,000) primarily driven
by the full recovery of a previously impaired balance relating to a single customer. Trade receivables of £406,000
(FY 2024: £473,000), were written off during the year, equivalent to 0.1% of revenue (FY 2024: 0.1%),
The following table summarises movements in the Group’s expected credit loss allowance:
Year ended 31 March
2025 2024
£’000 £’000
At 1 April
3,964
4,247
Loss allowance on trade receivables (reversed)/provided
(422)
190
Trade receivables written off
(406)
(473)
At 31 March
3,136
3,964
116 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Notes to the consolidated financial statements continued
For the year ended 31 March 2025
29. Financial risk management continued
Credit risk continued
Debt ageing analysis
Client debts are managed early in their life-cycle to prevent ageing. The table below details outstanding debts and
corresponding provisions:
31 March 2025
31 March 2024
Debt Provision Debt Provision
£’000 £’000 £’000 £’000
Less than one month
8,841
6
5,596
1
One to three months
275
55
42
15
Three to twelve months
608
435
270
203
Over twelve months
2,656
2,640
4,028
3 ,745
Total
12,381
3,136
9,936
3,964
Expected credit losses on amounts due from brokers, accrued income and trade receivables as at 31 March 2025
are immaterial (31 March 2024: immaterial). Further details on expected credit loss assessments for financial
instruments can be found in note 15.
Liquidity risk
Liquidity risk is the risk that there is insufficient available liquidity to meet the obligations of the Group as they fall due.
Management of liquidity risk
Liquidity is managed centrally for the Group by the treasury team, with oversight from a second line provided by the
liquidity risk team. The Group utilises a combination of liquidity forecasting and stress testing (formally in the ICARA)
to ensure that it retains access to sufficient liquid resources under both normal and stressed conditions to meet
its liabilities as they fall due. Liquidity forecasting incorporates the impact of liquidity regulations in force in each
jurisdiction that the Group is active in and other impediments to the free movement of liquidity around the Group,
including its own protocols on minimum liquidity to be retained by overseas entities. The Group has introduced
a revised Liquid Asset Threshold Requirement (“LATR”) model in line with the IFPR regulatory requirements,
to better estimate the maximum amount of liquid assets required over the course of the next 12 months under
business-as-usual and periods of plausible stress. The new model is based on forward-looking estimates
and is updated on a daily basis, providing a dynamic management of requirements.
Liquidity stress testing is performed quarterly using a range of firm-specific and market-wide scenarios that
represent severe but plausible stress events that the Group could be exposed to over the short and medium term.
The firm takes a holistic stress testing approach, using a scenario comprised of multiple stress events occurring
simultaneously. The Group ensures that the tests are commensurate to its current and future liquidity risk profile.
Output from the quarterly stress testing process is used to calibrate a series of limits and metrics which are monitored
and reported to senior management daily. This process seeks to ensure that the Group has appropriate sources of
liquidity in place to meet its liabilities as they fall due under both “business as usual” and stressed conditions. Due to
the risk management strategy adopted and the changeable scale of the client trading book, the largest and most
variable consumer of liquidity is prime broker margin requirements. The collateral calls are met from the Group’s own
cash resources from and cash received from non-segregated clients who have signed a TTCA agreement but to
ensure liquidity is available for extreme spikes, the Group has a committed bank facility of £55.0 million, syndicated
by two different banks, to meet short-term liquidity obligations to prime brokers in the event that it does not have
sufficient access to own cash and to leave a sufficient liquidity buffer to cope with a stress event.
Total Unencumbered Liquid Assets
TULA is a key measure the Group uses to monitor the overall level of liquidity available to the Group. TULA includes
investments in UK government securities, corporate bonds, credit-linked notes and cash equities the majority of
which are held to meet the Group’s regulatory threshold requirements under IFPR. The derivation of TULA is shown
in the table below:
31 March 31 March
2025 2024
£’000 £’000
Cash and cash equivalents (net of bank overdraft)
247,665
160,300
Amount due from brokers
140,010
228,882
Financial investments
109,997
50,889
Undrawn facility
55,000
55,000
Total Available Liquidity
552,672
495,071
Less: blocked cash
(73,990)
(68,500)
Less: initial margin
(92,236)
(184,700)
Less: Haircut on financial investments
(29,130)
(4,574)
Less: Other encumbered financial investments
(8,725)
Less: undrawn facility
(55,000)
(55,000)
Total unencumbered liquid assets
293,591
182,297
Strategic report Governance Financial statements Shareholder information
117 – CMC Markets plc – Annual Report and Financial Statements 2025
29. Financial risk management continued
Liquidity risk continued
Maturity analysis
The Group does not actively engage in maturity transformation as part of its underlying business model and therefore maturity mismatch of assets and liabilities does not represent a material liquidity risk.
31 March 2025
31 March 2024
Less than Three months Less than Three months
On demand three months to one year After one year Total On demand three months to one year After one year Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Financial assets
Cash and cash equivalents
247,665
247,665
160,300
160,300
Financial investments
28,375
23,597
30,945
40,147
123,064
410
18,633
32,966
52,009
Amounts due from brokers
140,010
140,010
228,882
228,882
Derivative financial instruments
24,456
24,456
31,627
31,627
Trade and other receivables excluding
non-financial assets
128,226
866
551
505
130,148
140,785
2,466
456
1,508
145,214
Total
568,732
24,463
31,496
40,652
665,343
562,004
21,099
33,422
1,508
618,032
Financial liabilities
Obligations under repurchase agreements
(7,457)
(7,457)
Trade and other payables excluding
non-financial liabilities
(253,083)
(253,083)
(272,052)
(272,052)
Amounts due to brokers
(12,239)
(12,239)
(6,982)
(6,982)
Derivative financial instruments
(16,160)
(16,160)
(7,074)
(7,074)
Lease liabilities
(1,227)
(2,724)
(13,909)
(17,860)
(1,612)
(4,162)
(14,776)
(20,550)
Total
(281,482)
(8,684)
(2,724)
(13,909)
(306,799)
(286,108)
(1,612)
(4,162)
(14,776)
(306,658)
Net liquidity gap
287,250
15,779
28,772
26,743
358,544
275,896
19,487
29,260
(13,268)
311, 374
Capital management
The Group’s objectives for managing capital are as follows:
The Group and its regulated subsidiaries will comply with regulatory capital, liquid-capital and equivalent
requirements at all times;
to ensure that all Group entities are able to operate as going concerns; and
to ensure that the Group maintains a strong capital base to support the development of its business.
The capital resources of the Group consist of equity, being share capital reduced by own shares held in trust, share
premium, other reserves and retained earnings, which at 31 March 2025 totalled £417,186,000 (31 March 2024:
£403,493,000). The Group has been compliant with all applicable prudential regulatory requirements to which it is
subject throughout the year.
The Group’s ICARA review document, prepared in accordance with FCA requirements, is an ongoing assessment
of CMC Markets plc’s risks and risk mitigation strategies, to ensure that adequate financial resources are maintained
against risks that the Group wishes to take to achieve its business objectives.
The outcome of the ICARA is presented as an Internal Capital and Liquidity Assessment document covering the
Group. It is reviewed and approved by the Board at least on an annual basis.
Disclosure documents have been prepared that contain relevant information regarding the Group’s FCA regulated
entities’ capital adequacy, risk management objectives and policies, governance and remuneration policies and
practices. These are available on the CMC Markets plc website (www.cmcmarkets.com/group). The Group’s
country-by-country reporting disclosure is also available in the same location on the website.
118 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Notes to the consolidated financial statements continued
For the year ended 31 March 2025
30. Share-based payment
Accounting policy
The Group issues equity settled and cash settled share-based payments to certain employees.
Equity settled share-based payments are measured at fair value (excluding the effect of non-market-based
vesting conditions) at date of grant. The fair value determined at the grant date of the equity settled share-based
payment is expensed on a straight-line basis over the vesting period based on the Group’s estimate of shares
that will eventually vest. At each balance sheet date, the Group 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 income statement such that the cumulative expense
reflects the revised estimate, with a corresponding adjustment to the retained earnings.
The expected life used in the model has been adjusted, based on management’s best estimate, for the effects
of non-transferability, exercise restrictions and behavioural considerations.
Cash settled share-based payments are measured at expected value at vesting date at least once per year,
along with the likelihood of meeting non-market-based vesting conditions and the number of shares that are
expected to vest. The cost is recognised in the income statement with a corresponding liability recorded.
The Group operates both equity and cash settled share-based payment schemes for certain employees
including Directors.
Current awards have been granted under the terms of the Management Equity Plan 2015 (“2015 MEP”), the
Combined Incentive Plan (“2018 CIP”), the UK Share Incentive Plan (“UK SIP”) and the International Share Incentive
Plan (“Australian SIP). Equity settled schemes are offered to certain employees, including Executive Directors in the
UK and Australia, and automatically vest on the vesting date subject to conditions described below for each scheme.
Cash settled schemes are offered to certain employees outside of the UK and Australia. During the year ended
31 March 2024 equity schemes for UK employees were settled net of employee taxes due. The rights of participants
in the various employee share schemes are governed by detailed terms, including in relation to arrangements which
would apply in the event of a takeover.
Consolidated Income Statement charge for share-based payments
The total costs relating to these schemes for FY 2025 was £4,008,000 (FY 2024: £2,757,000). For FY 2025 the
charge relating to equity settled share-based payments was £3,584,000 (FY 2024: £2,364,000) and the charge
relating to cash settled share-based payments was £424,000 (FY 2024: £393,000). No shares were gifted to
employees during the year (FY 2024: nil).
Current schemes
2018 CIP
Share awards granted to the Executive Directors under the 2018 CIP have been in the form of conditional awards
and are equity settled. The Remuneration Committee approves any awards made under the 2018 CIP. Shares
awarded are deferred over a period of at least three years subject to a performance underpin. The Committee will
review Group performance over the relevant period, taking into account factors such as: a) the Company’s TSR
performance; b) aggregate profit levels; and c) any regulatory breaches during the period.
2015 MEP
Share awards granted under the 2015 MEP are predominantly equity settled, with the exception of certain
participants that are cash settled. The Remuneration Committee approves any awards made under the 2015 MEP.
Current schemes are:
Long Term Incentive Plan: awards to senior management and critical staff, excluding Executive Directors. These are
awarded in the form of share awards and Options. The share awards have dividend equivalence where additional
shares will be awarded in place of dividends on vesting. The only vesting conditions of the 2020 and 2021 equity
settled awards is that employees remain employed by the Group, with the 2022 equity awards having a non-market
performance condition of cumulative PBT over a three-year period in addition to remaining employed by the Group.
This was revised in May 2023, with the performance condition now being aligned to net operating income over the
same period. The vesting conditions of the 2023 Option awards are that employees remain employed by the Group
and the price of the CMC Markets plc’s shares must be greater than the relevant exercise price at the vesting date.
The fair value of share awards were calculated using the average of the share price three days prior to the grant date.
The fair value of the Options granted during the year was calculated using the Black-Scholes model that takes into
account the exercise price, the term of the option, the impact of dilution (where material), the share price at grant date
and expected price volatility of the underlying share, the expected dividend yield, the risk-free interest rate for the
term of the option, and the correlations and volatilities of the peer group companies.
Movement in share options
Year ended 31 March 2025
Year ended 31 March 2024
Share options Weighted average Share options Weighted average
Number exercise price Number exercise price
At beginning of year
10,495,016
247.6p
Granted
12,891,806
247.6p
Forfeited
(804,952)
251.0p
(2,396,790)
247.6p
Outstanding at end of year
9,690,064
247.3p
10,495,016
247.6p
Exercisable at end of year
The average share price during FY 2025 was 276.2p (FY 2024: 137.8p). No share options were exercised during
the financial year(FY 2024: Nil).
Share options outstanding
The number of options outstanding at year end was as follow
Year ended 31 March 2025
Year ended 31 March 2024
Share awards Weighted average Share awards Weighted average
Exercise price
Vesting date
Number life (In years) Number life (In years)
152.8p
21 July 2025
1,572,616
0.3
1,684,590
1.3
229.2p
21 July 2026
4,251,147
1.3
4,602,324
2.3
305.6p
21 July 2027
3,866,301
2.3
4,208,102
3.3
Total
9,690,064
1.5
10,495,016
2.5
Strategic report Governance Financial statements Shareholder information
119 – CMC Markets plc – Annual Report and Financial Statements 2025
30. Share-based payment continued
Current schemes continued
Movement in share awards
Year ended 31 March 2025
Year ended 31 March 2024
Share awards Weighted average Share awards Weighted average
Number exercise price Number exercise price
At beginning of year
2,582,859
2,899,300
Granted (including dividend equivalents)
1,785,083
699,065
Forfeited
(99,460)
(461,882)
Exercised
(253,112)
(553,624)
Outstanding at end of year
4,015,370
2,582,859
1. The share awards are automatically exercised on vesting, as such none of the share awards are exercisable at the end of the year.
31. Related party transactions
Related Persons
The Group’s key management personnel, along with persons connected to them, are classified as related parties.
Key management personnel are defined as individuals with authority and responsibility for planning, directing,
and controlling the activities of the Group. For disclosure purposes, the Directors and members of the Executive
Committee are regarded as the key management personnel.
Ultimate Controlling Party
The ultimate controlling party of the Group is Lord Cruddas, by virtue of his majority shareholding in CMC Markets
plc. As the Group’s CEO, Lord Cruddas is already considered a related person, being a member of the Group’s key
management personnel.
Compensation of key management personnel
Total compensation cost for key management personnel for the year by category of benefit was as follows:
Year ended 31 March
2025 2024
£‘000 £‘000
Short-term employee benefits
3,477
3,280
Post-employment benefits
90
88
Share-based payments
1,013
632
Total
4,580
4,000
Other related party transactions
During the year, the Group provided one member of key management personnel a short-term loan of £400,000
(FY 2024: n/a). The loan has been provided on commercial terms. The full balance of the loan was outstanding
as at 31 March 2025 (31 March 2024: n/a).
There were no other transactions with related persons during FY 2025 and FY 2024.
32. Contingent liabilities
Critical accounting judgements
Assessment of legal and regulatory matters
A key judgement applied in preparing these financial statements is the evaluation of the accounting treatment of
the contingent liabilities described below. This includes the assessment of whether a present obligation exists
and where it does, estimating the likelihood, timing, and amount of any associated outflows. In evaluating whether
a provision is required and can be reliably estimated, the Group consults relevant experts, where necessary and
continuously reassess its decisions. In the initial stages of legal, tax and regulatory matters, it is often not possible
to reliably estimate the outcome, and in such cases, no provision is made.
The Group’s geographical reach exposes it to a high degree of uncertainty regarding the interpretation of local
regulatory, tax and legal matters in each territory in which it has operations. In addition, the Group is party to various
contractual relationships that could result in non-performance claims and other contractual breaches and from time
to time is involved in disputes as part of the ordinary course of business.
In certain instances, legal disputes can pose a have a significant financial exposure, however the Group’s manages
these risks proactively to resolve disputes and claims are usually resolved without any material loss. The Group
makes provision for claims where costs are likely to be incurred.
Where there are uncertainties regarding regulatory, tax and legal matters and a provision has not been made, there
are no contingent liabilities where the Group considers any material adverse financial impact to be probable.
Notice of class action lawsuit
One of the Group’s operating entities in Australia is the subject of class action proceedings in the Federal Court of
Australia, filed in May 2022. The lawsuit relates to the acquisition of interests in CFDs and binary products between
November 2011 and April 2021 by retail clients who suffered a loss. At this time, the scope and prospects of the
claim is still being determined, with further discovery from CMC underway until August 2025. It is not practicable
to disclose any estimate of the financial effect, if any, or the possibility of any financial outflow or timing thereof.
Open tax enquiries
The Group has open tax enquiries in relation to its European operations arising from historical product launches
and more routine enquires in its North American entities. The potential outcome of these enquiries is unclear
and there is no certainty whether there may be a financial cost to the Group.
33. Events after the reporting period
Increased shareholding in Strike X
On 7 May 2025, the Group agreed to increase its stake in Strike X to 51% through the acquisition of additional shares
at their nominal value. As a result, the Group is deemed to have obtained control and will consolidate Strike Xs results
into its financial statements.
Related party loan
On 4 June 2025, the short-term loan to a member of key management personnel, as set out in note 31, was replaced
with a new agreement on amended terms.
There were no other significant events after the reporting period.
120 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Notes to the consolidated financial statements continued
For the year ended 31 March 2025
Company statement of financial position
At 31 March 2025
Company registration number: 05145017
31 March 2025
£’000
31 March 2024
£’000
Non-current assets
Investments in subsidiary undertakings 171,258 168,448
Total non-current assets 171,258 168,448
Current assets
Trade and other receivables 623 5,547
Cash and cash equivalents 14,224 93
Total current assets 14,847 5,640
Total assets 186,105 174,088
31 March 2025
£’000
31 March 2024
£’000
Current liabilities
Trade and other payables 552 4,643
Total current liabilities 552 4,643
Total liabilities 552 4,643
Equity
Share capital 70,573 70,573
Share premium 46,236 46,236
Capital redemption reserve 2,901 2,901
Own shares held in trust (17,047) (2,589)
Retained earnings
1
82,890 52,324
Total eq uity 185,553 169,445
Total equity and liabilities 186,105 174,088
1. The Company’s profit for the year was £56,232,000 (FY 2024: £13,072,000)
The financial statements on pages 121 to 124 were approved by the Board of Directors on 5 June 2025 and signed on
its behalf by:
Lord Cruddas
Chief Executive Officer
Strategic report Governance Financial statements Shareholder information
121 – CMC Markets plc – Annual Report and Financial Statements 2025
Company statement of changes in equity
For the year ended 31 March 2025
Share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£’000
Own shares
held in trust
£’000
Retained
earnings
£’000
Tota l
equity
£’000
At 1 April 2023 70,573 46,236 2,901 (1,509) 51,285 169,486
Profit and total comprehensive income
for the year 13,072 13,072
Acquisition of own shares held in trust (1,788) (1,788)
Utilisation of own shares held in trust 708 708\
Share-based payments 1,656 1,656
Dividends (13,689) (13,689)
At 31 March 2024 70,573 46,236 2,901 (2,589) 52,324 169,445
Profit and total comprehensive income
for the year 56,232 56 ,2 32
Acquisition of own shares held in trust (15,001) (15,001)
Utilisation of own shares held in trust 543 543
Share-based payments 3,038 3,038
Dividends (28,704) (28,704)
At 31 March 2025 70,573 46,236 2,901 (17,047) 82,890 185,553
Company statements of cash flows
For the year ended 31 March 2025
Years ended 31 March
2025
£’000
2024
£’000
Reconciliation of loss before tax to net cash flows from operating
activities:
Profit before taxation 56,232 13,072
Adjustments for:
Interest income (73) (14)
Dividends (56,800) (13,698)
Finance costs 42
Decrease/(increase) in trade and other receivables 5,671 (2,891)
(Increase)/decrease in trade and other payables (4,091) 4,521
Interest received 3 14
Finance costs paid (42)
Net cash generated from operating activities 942 1,004
Cash flows from investing activities
Amounts contributed by subsidiaries in relation to share based payments 94 281
Dividends received 56,800 13,698
Net cash generated from investing activities 56,894 13,979
Cash flows from financing activities
Acquisition of own shares (15,001) (1,788)
Dividends paid (28,704) (13,688)
Net cash used in financing activities (43,705) 15,476
Net increase/(decrease) in cash and cash equivalents 14,131 (493)
Cash and cash equivalents at the beginning of the year 93 586
Cash and cash equivalents at the end of the year 14,224 93
122 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Notes to the Company financial statements
For the year ended 31 March 2025
1. General information and basis of preparation
General information
The separate financial statements of the Company are presented as required by the Companies Act 2006.
Aspermitted by Section 408 of the Companies Act 2006, the Company has not presented its own income
statement or statement of comprehensive income. The Company had no other comprehensive income.
The basis of preparation and principal accounting policies adopted are the same as those set out in within the
Group’s consolidated financial statements.
2. Investment in subsidiaries
Year ended 31 March
2025
£‘000
2024
£‘000
At 1 April 168,448 167,090
Capital contribution relating to share-based payments 3,580 2,364
Amounts contributed by subsidiaries in relation to share-based payments (770) (1,006)
At 31 March 171,258 168,448
The Company’s investments in its subsidiary undertakings are carried at cost less accumulated provision for
impairment. In determining the provision for impairment, the carrying value of the investment is compared to the
recoverable amount of the investment. The estimated recoverable amount of these investments is determined
based on an estimate of the fair value less costs to sell of the subsidiary undertaking or the VIU of the subsidiary
undertaking, whichever is higher. Investments in subsidiary undertakings are tested for impairment annually.
Totalprovision for impairment recorded during FY 2025 was £nil (FY 2024: £nil).
In accordance with section 409 of the Companies Act 2006 a list of the Company’s subsidiaries and associates,
the registered office addresses and the effective percentages of equity owned at 31 December 2025 are disclosed
below. Unless otherwise stated, the share capital comprises ordinary or common shares that are held by Group
subsidiaries and also represents the proportion of the voting rights in the subsidiary undertakings.
The ownership percentage is provided for each undertaking. The undertakings below are consolidated unless
otherwise indicated.
Subsidiaries
Country of
incorporation
% of share
class held by
immediate
parent
company Held Principle activity
CMC Markets Holdings Ltd
1
England 100% Directly Holding company
CMC Markets CFD Overseas Holdings Limited
1
England 100% Indirectly Holding company
CMC Markets Holdings Ventures Limited
1
England 100% Indirectly Holding company
CMC Markets Investments Limited
1
England 100% Indirectly Online investing
CMC Markets Investments Nominee Limited
1
England 100% Indirectly Nominee entity
Subsidiaries
Country of
incorporation
% of share
class held by
immediate
parent
company Held Principle activity
CMC Markets Nominee Limited
1
England 100% Indirectly Nominee entity
CMC Markets Overseas Holdings Ltd
1
England 100% Indirectly Holding company
CMC Markets Services Limited¹ England 100% Indirectly Service company
CMC Markets UK Holdings Ltd
1
England 100% Indirectly Holding company
CMC Markets UK plc
1
England 100% Indirectly Online trading
CMC Markets Ventures Limited
1
England 100% Indirectly Holding company
CMC Spreadbet plc
1
England 100% Indirectly Spread betting
Information Internet Ltd
1
England 100% Indirectly IT development
Opto Markets Limited
1
England 100% Indirectly Holding company
CMC Markets Asia Pacific Pty Ltd Australia 100% Indirectly Online trading
CMC Markets Group Australia Pty Ltd Australia 100% Indirectly Holding company
CMC Markets Stockbroking Ltd Australia 100% Indirectly Stockbroking
CMC Markets Stockbroking Nominees
(No.2Account) Pty Ltd Australia 100% Indirectly Nominee entity
CMC Markets Stockbroking Nominees Pty Ltd Australia 100% Indirectly Nominee entity
CMC Markets Stockbroking Services Pty Ltd Australia 100% Indirectly Employee Services
CMC Markets Bermuda Holdings Limited³ Bermuda 100% Indirectly Holding company
CMC Markets Bermuda Limited³ Bermuda 100% Indirectly Online trading
CMC Markets Canada Inc Canada 100% Indirectly Online trading
CMC Business Services (Shanghai) Limited China 100% Indirectly In liquidation
CMC Markets Germany GmbH Germany 100% Indirectly Online trading
Youco F-H25159 Vorrats-GmbH Germany 100% Indirectly Dormant
CMC Markets NZ Ltd
New Zealand 100% Indirectly Online trading
CMC Markets Singapore Invest Pte Limited Singapore 100% Indirectly Online investing
CMC Markets Singapore Pte Limited Singapore 100% Indirectly Online trading
Opto Markets LL USA 100% Indirectly Online investing
CMC Markets Middle East Ltd UAE 100% Indirectly Online trading
Registered office: 5. Garden Tower Neue Mainzer Straße 46-50 60311 Frankfurt am Main
1. 133 Houndsditch, London EC3A 7BX
2. Level 20, Tower 3 International Towers 300 Barangaroo Avenue, Sydney
NSW 2000
3. 55 Par La Ville Road Hamilton, Bermuda HM11
4. Level 35, Suite 3550 81 Bay Street, Toronto, Ontario MSJ 1E6
6. Level 39 23 Albert Street, Auckland, 1010
7. IOI Central Boulevard Towers, West Tower Unit #25-03, 2 Central
Boulevard, Singapore 049320
8. Dubai International Financial Centre, Dubai 507183
9. Room 3404, Floor 34 Shanghai Tower, Pudong District, Shanghai
Strategic report Governance Financial statements Shareholder information
123 – CMC Markets plc – Annual Report and Financial Statements 2025
Notes to the Company financial statements continued
For the year ended 31 March 2025
2. Investment in subsidiaries continued
The list below includes all of the Group’s employee benefit trusts as at 31 March 2025:
Country of incorporation
CMC Markets plc Employee Share Trust Jersey
CMC Markets plc UK Share Incentive Plan England
CMC Markets plc (Discretionary Schemes) Employee Share Trust England
As at 31 March 2025, there were no significant restrictions on the Company’s ability to access or use the assets,
or to settle the liabilities, of its subsidiaries (31 March 2024: none). All subsidiaries are wholly owned and operate
injurisdictions where there are no regulatory, contractual or legal constraints that would materially impact the
Group’s ability to manage its consolidated assets or meet its obligations.
3. Trade and other receivables
31 March
2025
£’000
31 March
2024
£’000
Prepayments and accrued income 123 52
Other debtors and advances 500 5,495
Total 623 5,547
4. Trade and other payables
31 March
2025
£’000
31 March
2024
£’000
Amounts due to other Group companies 336 4,426
Accruals and other creditors 216 217
Total 552 4,643
All the Companys trade and other payables are repayable upon demand.
5. Called-up share capital
Details of the Company’s called-up share capital can be found in note 22 Details of the Company’s called-up share
capital can be found in note 22 to the Group’s consolidated financial statements.
6. Financial instruments
31 March
2025
£’000
31 March
2024
£’000
Financial assets held at amortised cost
Cash and cash equivalents 14,224 93
Trade and other receivables excluding non-financial assets 570 5,495
Total 14,794 5,588
31 March
2025
£’000
31 March
2024
£’000
Financial liabilities held at amortised costs
Trade and other payables excluding non-financial liabilities (552) (4,643)
Total (552) (4,643)
Details of the measurement basis are consistent with those adopted by the Group and can be found in notes 26 to
the Group’s consolidated financial statements.
7. Financial risk management
Details of financial risk management approach are consistent with those adopted by the Group and can be found in
notes 27 to the Group’s consolidated financial statements.
8. Directors and employees
The Company has no employees. CMC Markets UK plc provides the Company with employee services and bears
the costs, associated with the Directors of the Company. These costs are not recharged to the Company.
9. Controlling party
The Company’s ultimate controlling party is Lord Cruddas by virtue of his majority shareholding in CMC Markets plc.
124 – CMC Markets plc Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Alternative performance measures
In presenting financial information, we include certain measures that are not mandated by IFRS, the Generally Accepted Accounting Principles under which we prepare our reports. These measures align with those utilised by management
to evaluate underlying performance. Definitions of these alternative performance measures are provided below:
Metric KPI Definition Reconciliation to nearest statutory measure
a. Net trading revenue
No Gross trading revenue less attributable introductory partner
commissions and betting levies. This metric provides a clearer view of
the underlying revenue generated from trading activity that is directly
attributable to the Group, excluding variable costs linked to revenue
generation. It is a useful measure for assessing the profitability and
performance of trading operations.
2025
£’000
2024
£’000
Trading revenue (note 3) 256,169 274,309
Trading introducing partner commission and betting levies (note 4) (7,242) (15,233)
Trading net revenue 248,927 259,076
b. Net investing revenue
No Net investing revenue is defined as gross investing revenue less
attributable introductory partner commissions. This metric reflects
the revenue from investing activity that is retained by the Group after
variable partner-related costs. It is a useful measure for evaluating the
underlying performance and profitability of the Groups investing
business.
2025
£’000
2024
£’000
Investing revenue (note 3) 57,189 45,684
Investing introducing partner commissions (note 4) (12,740) (11,729)
Investing net revenue 44,449 33,955
c. Interest income
No Total income earned from interest-bearing own assets and client
funds. It provides a useful measure of the contribution from treasury
and cash management activities, and can be an important driver of
overall profitability, particularly in varying interest rate environments
2025
£’000
2024
£’000
Interest income on own funds (note 3) 18,531 11,246
Income on client funds (note 3) 23,957 23,797
Interest income 42,488 35,043
Strategic report Governance Financial statements Shareholder information
125 – CMC Markets plc – Annual Report and Financial Statements 2025
Metric KPI Definition Reconciliation to nearest statutory measure
d. Net operating income
Yes Total revenue net of rebates, levies and other variable costs directly
associated with revenue generation. It provides a useful measure of
the income retained by the Group from its core operations.
2025
£’000
2024
£’000
Trading net revenue (a) 248,927 259,076
Investing net revenue (b) 44,449 33,955
Interest income (c) 42,488 35,043
Other revenue (note 3) 4,253 4,709
Net operating income 340,117 332,783
e. Trading revenue per client
Yes Net trading revenue divided by the number of active trading clients. It
provides a useful measure of client value and business efficiency,
helping to assess the average revenue generated per client and track
changes in client behaviour or product performance over time.
2025 2024
Trading net revenue – £’000 (a) 248,927 259,076
Trading active clients 52,290 55,294
Trading revenue per client – £ 4,761 4,685
f. Underlying earnings before
interest, tax, depreciation
and amortisation (EBITDA)
Yes Profit before tax adjusted for finance costs and certain non-cash
items. It provides a useful measure for assessing underlying
profitability across periods and with peers, as it focuses on the core
earnings generated from business operations, excluding the impact
of financing decisions and non-cash adjustments.
2025
£’000
2024
£’000
Profit before taxation 84,454 63,333
Finance costs (note 7) 2,590 1,951
Depreciation and amortisation (note 5) 13,531 15,101
Impairment of intangible assets (note 12) 482 12,322
Impairment of investment in associates (note 14) 2,328
Underlying EBITDA 103,385 92,707
g. Profit before tax margin
Yes Profit before tax expressed as a percentage of net operating income.
2025
£’000
2024
£’000
Profit before taxation 84,454 63,333
Net operating income (d) 340,117 332,783
Profit before tax margin 24.8% 19.0%
Alternative performance measures continued
126 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Consolidated five-year summary
Income statement
For the year ended 31 March
£’million 2025 2024 2023 2022 2021
Net operating income 340.1 332.8 288.4 281.9 409.8
Adjusted operating expenses (250.5) (267.2) (233.9) (188.3) (184.7)
Operating profit 89.6 65.6 54.5 93.6 225.1
Share of results of associate and impairment of investments in associate (2.5) (0.3)
Finance costs (2.6) (2.0) (2.3) (2.1) (1.7)
Profit before tax 84.5 63.3 52.2 91.5 233.3
Taxation (22.3) (16.4) (10.8) (20.0) (45.8)
Profit after tax 62.2 46.9 41.4 71.5 177.6
Balance sheet
£’million 2025 2024 2023 2022 2021
Non-current assets 90.8 68.9 65.6 74 .8 43.5
Current assets 641.2 647.9 520.8 572.0 553.0
Current liabilities (299.6) (297.8) (200.1) (263.2) (182.5)
Non-current liabilities (14.4) (15.5) (12.3) (14.7) (14.4)
Net assets 418.0 403.5 374.0 368.9 399.5
Equity 418.0 403.5 374.0 368.9 399.5
Strategic report Governance Financial statements Shareholder information
127 – CMC Markets plc – Annual Report and Financial Statements 2025
Proposed final dividend for the year
ended 31 March 2025
Ex-dividend date: Thursday 10 July 2025
Record date: Friday 11 July 2025
Dividend payment date: Friday 15 August 2025
Annual General Meeting
The 2025 AGM will be held at 10:00am on Thursday 24
July 2025 at 133 Houndsditch, London EC3A 7BX.
Registrars/shareholder enquiries
MUFG Corporate Markets can be contacted to deal
with any questions regarding your shareholding
using the contact details listed below. Alternatively,
you can access www.cmcmarketsshares.co.uk,
where you can view and manage all aspects of your
shareholding securely.
E: shareholderenquiries@cm.mpms.mufg.com
Mail
MUFG Corporate Markets,
Shareholder Enquiries,
Central Square
29 Wellington Street
Leeds
LS1 4DL
Phone
T: 0371 664 0300
Calls to 0371 664 0300 are charged at the standard
geographic rate and will vary by provider.
Calls outside the United Kingdom are charged at the
applicable international rate.
Phone lines are open between 9:00am and 5:30pm,
Monday to Friday excluding public holidays in England
and Wales.
Registered Office and Group
Head Office
CMC Markets plc
133 Houndsditch
London
EC3A 7BX
United Kingdom
Registered number: 05145017
T: 020 7170 8200
W: www.cmcmarkets.com
LEI: 213800VB75KAZBFH5U07
Company Secretary
Roy Tooley
Investor relations
E: investor.relations@cmcmarkets.com
www.cmcmarkets.com/group/investor-relations
Brokers
Peel Hunt LLP
100 Liverpool Street
London
EC2M 2AT
RBC Capital Markets
100 Bishopsgate
London
EC2N 4AA
Independent auditor
Deloitte LLP
1 New Street Square
London
EC4A 3HQ
Legal advisers
Linklaters LLP
One Silk Street
London
EC2Y 8HQ
Shareholder information
Global offices
United Kingdom (Head Office)
CMC Markets plc, CMC Markets Holdings Limited,
CMC Markets CFD Overseas Holdings Limited,
CMC Markets Holdings Ventures Limited, CMC
Markets Investments Limited, CMC Markets
Nominees Limited, CMC Markets Overseas
Holdings Limited, CMC Markets Services Limited,
CMC Markets UK Holdings Limited, CMC Markets
UK plc, CMC Spreadbet plc, Information Internet
Limited, CMC Markets Ventures Limited, Opto
Markets Limited, Opto Markets LLC
133 Houndsditch
London
EC3A 7BX
T: +44 (0)20 7170 8200
E: info@cmcmarkets.com
W: www.cmcmarketsplc.com
Australia
CMC Markets Asia Pacific Pty Ltd, CMC Markets
Stockbroking Limited, CMC Markets Group
Australia Pty Ltd, CMC Markets Stockbroking
Nominees Pty Limited, CMC Markets Stockbroking
Nominees (No. 2 Account) Pty Limited, CMC
Markets Stockbroking Services Pty Ltd, Branch of
CMC Markets UK plc (Branch)
Level 20, Tower 3
International Towers
300 Barangaroo Avenue
Sydney
NSW 2000
T: 1300 303 888
T: +61 (0)2 8221 2100
E: PEGA clientmanagement@cmcmarkets.com.au
support@cmcmarkets.com.au
brokingservice@cmcmarkets.com.au
W: www.cmcmarkets.com.au
Austria
CMC Markets Germany GmbH
Zweigniederlassung Wien
Information Internet Limited (Branch)
The ICON Vienna, Wiedner Gürtel 13
Tower 24, 10th floor
1100 Vienna
T: +43 (0)1 532 1349 0
E: kundenservice@cmcmarkets.at
W: www.cmcmarkets.com/de-at/
Bermuda
CMC Markets Bermuda Holdings Limited
CMC Markets Bermuda Limited
Park Place, 55 Par La Ville Road
Hamilton, Bermuda HM11
T: +1 44 1703 8895
W: www.cmcmarkets.com/en
Canada
CMC Markets Canada Inc
81 Bay Street, Suite 3550
Toronto Ontario
M5J 0E7
T: +1 416 682 5000
E: info@cmcmarkets.ca
W: www.cmcmarkets.ca
Germany
CMC Markets Germany GmbH
Garden Tower
Neue Mainzer Straße 46-50
60311 Frankfurt am Main
T: +49 (0)69 2222 44 000
E: kundenservice@cmcmarkets.de
W: www.cmcmarkets.com/de-de/
128 – CMC Markets plc – Annual Report and Financial Statements 2025
Strategic report Governance Financial statements Shareholder information
Global offices continued
New Zealand
CMC Markets NZ Ltd
Level 39
ANZ Centre
23-29 Albert Street
Auckland Central, 1010
T: +64 (0)9 359 1200
E: support@cmcmarkets.co.nz
W: www.cmcmarkets.com/en-nz/
Norway
CMC Markets Germany GmbH Filial Oslo
Fridtjof Nansens Plass 6
0160 Oslo
T: +47 22 01 97 02
E: info@cmcmarkets.no
W: www.cmcmarkets.no
Poland
CMC Markets Germany GmbH Sp. z o.o.
Oddział w Polsce (Branch)
Emilii Plater 53
00-113 Warsaw
T: +48 22 160 5600
E: biuro@cmcmarkets.pl
W: www.cmcmarkets.pl
Singapore
CMC Markets Singapore Pte Limited,
CMC Markets Singapore Invest Pte Limited
IOI Central Boulevard Towers,
West Tower Unit #25-03,
2 Central Boulevard
Singapore 018916
T: 1800 559 6000 (local)
T: +65 6559 6000
E: info@cmcmarkets.com.sg
support@cmcinvest.sg
W: www.cmcmarkets.com/en-sg/
www.cmcinvest.sg
Spain
CMC Markets Germany GmbH, Sucursal En
Espana (Branch), CMC Markets UK plc Sucursal en
Espana (Branch)
Paseo de la Castellana 40
9th Floor
28046 Madrid
T: +34 911 140 700
E: soporteclientes@cmcmarkets.es
W: www.cmcmarkets.com/es-es/
United Arab Emirates
CMC Markets Middle East Ltd
Unit 2903, Level 29
ICD Brookfield Place
Dubai International Financial Centre,
Dubai 507183
T: +971 800 0357 04373
E: connect.servicesmena@cmcmarkets.com
W: www.cmcmarkets.com/en-gb/connect
Strategic report Governance Financial statements Shareholder information
129 – CMC Markets plc – Annual Report and Financial Statements 2025
CMC Markets plc
133 Houndsditch
London EC3A 7BX
United Kingdom
T: +44 (0)20 7170 8200
E: info@cmcmarkets.com
CMC Markets plc Annual Report and Financial Statements 2025
www.cmcmarketsplc.com
Spine width to be supplied/confirmed
CMC Markets plc Annual Report and Financial Statements 2025